Try our mobile app

Published: 2022-07-29 08:36:27 ET
<<<  go to WRK company page

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  
Date of Report (Date of earliest event reported): July 29, 2022
 
 
WestRock Company
(Exact name of registrant as specified in charter)
 
 
Delaware
 
 
001-38736
 
 
37-1880617
(State or other jurisdiction of
incorporation)
 
 
 
(Commission
File Number)
 
 
 
(IRS Employer
Identification No.)
 
1000 Abernathy Road, Atlanta, Georgia
30328
(Address of principal executive offices)
(Zip Code)
 
(770) 448-2193
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.01 per share
WRK
New York Stock Exchange
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).  Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
 

Item 5.02.          Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 29, 2022, the Board of Directors of WestRock Company (the “Company”) elected Dmitri L. Stockton, 58, as a director of the Company, effective on the same date. Mr. Stockton was appointed to the Audit Committee and the Finance Committee, effective immediately following his election.

Mr. Stockton will be compensated in accordance with the Company’s compensation program for its non-employee directors, as disclosed in the Company’s proxy statement for its 2022 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on December 13, 2021.  His cash compensation and equity compensation, in the form of restricted stock units, will be prorated to reflect a partial year of service for this year.

There is no arrangement or understanding between Mr. Stockton and any other persons pursuant to which he was selected as a director.  There are no transactions involving Mr. Stockton that would require disclosure under Item 404(a) of Regulation S-K.
 
Item 7.01. Regulation FD Disclosure.
 
Also on July 29, 2022, the Company issued a press release announcing Mr. Stockton’s election.  A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
 
The information provided pursuant to this Item 7.01, including Exhibit 99.1 in Item 9.01, is “furnished” and shall not be deemed to be “filed” with the Securities and Exchange Commission or incorporated by reference in any filing under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filings.
 
 
Item 9.01. Financial Statements and Exhibits.
 
(d) Exhibits.  The following items are filed as exhibits to this report.
 
Exhibit No.
Description
104
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.
 
 
SIGNATURES
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
WESTROCK COMPANY
 
 
 
(Registrant)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Date:  July 29, 2022
By:
/s/ Denise R. Singleton
 
 
 
Name:  Denise R. Singleton
Title:  Executive Vice President, General Counsel and Secretary