RESOLUTE FOREST PRODUCTS INC. ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.
2023 STIP
Upon the recommendation of its human resources and compensation/nominating and
governance committee, the independent members of the board of directors of
The STIP payout includes a component attributable to achievement of Company performance goals and a second attributable to individual performance. Added together, these two amounts form the final STIP payout amount.
With regards to the Company performance goals, the performance metrics applicable to the Company's named executive officers are based on budget targets relating to: income from operations; selling, general and administrative expenses; productivity; fixed costs; usage of variable components; frequency rate and severity rate of safety incidents; environmental incidents; and greenhouse gas (GHG) reduction. To determine the amount attributable to achievement of the Company performance goals, each of the Company's named executive officer's base salary is multiplied by the actual percentage payout for the Company performance metrics, further multiplied by 85%.
To determine the amount, if any, attributable to individual performance, the named executive officer's base salary is multiplied by the actual percentage payout for the Company performance metrics, further multiplied by a percentage up to 30% reflecting the executive's individual payout factor. The individual payout factor is qualitative and will be based on the executive's achievement of goals, exceptional personal or team contribution or results, level of demonstrated effectiveness in the role and remarkable initiatives, subject to the individual performance STIP pool. For the Company's named executive officers and other senior vice presidents, the individual performance STIP pool is the sum of all eligible executives' base salary, multiplied by the actual achievement of the Company performance metrics, further multiplied by 15%.
Moreover, under the 2023 STIP, the amount payable to the Company's named executive officers, the other senior vice presidents, as well as certain other eligible employees for the portion of their incentive attributable to the achievement of business objectives, is limited to 5% of the Company's 2023 free cash flow (defined as net cash from operating activities less asset maintenance capital expenditures, adjusted for special items). Awards, if granted, are expected to be paid in the first quarter of 2024.
Employees remain eligible for prorated awards if they retire during the year or are terminated other than for cause. Employees who voluntarily resign or are terminated for cause before payment is made will not be eligible. The Company may adjust financial and cost metrics, and may adjust any and all awards in its discretion. Awards are discretionary and subject to modification until they are made, including increases, decreases, cancellations, deferrals and other conditions, even if performance levels have been met.
ITEM 8.01. OTHER EVENTS.
As previously disclosed, on
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HSR Waiting Period
As previously disclosed, on
The completion of the merger is also conditioned upon, among other things, the
expiration or termination of any waiting period (and any extension thereof)
applicable to the merger under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended (the "HSR Act"). At
Cautionary Statements Regarding Forward-Looking Statements
Statements in this document that are not reported financial results or other
historical information of the Company are "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements include, for example, statements included in this
document relating to the proposed transaction between the Company and Domtar;
the prospective performance and outlook of the Company's business, performance
and opportunities; the ability of the parties to complete the proposed
transaction and the expected timing of completion of the proposed transaction;
as well as any assumptions underlying any of the foregoing. Forward-looking
statements may be identified by the use of forward-looking terminology such as
the words "should," "would," "could," "will," "may," "expect," "believe," "see,"
"intends," "continue" and other terms with similar meaning indicating possible
future events or potential impact on the Company's business or its stockholders.
The reader is cautioned not to place undue reliance on these forward-looking
statements, which are not guarantees of future performance. These statements are
based on management's current assumptions, beliefs, and expectations, all of
which involve a number of business risks and uncertainties that could cause
actual results to differ materially. Many factors could cause actual future
events to differ materially from the forward-looking statements in this
document, including but not limited to: uncertainties as to the timing of the
proposed transaction; the risk that the proposed transaction may not be
completed in a timely manner or at all; the possibility that any or all of the
various conditions to the consummation of the proposed transaction may not be
satisfied or waived; the occurrence of any event, change or other circumstance
that could give rise to the termination of the merger agreement, including in
circumstances that would require the Company to pay a termination fee or other
expenses; the inability to recover softwood lumber duty refunds in a timely
manner or at all; the effect of the pendency of the proposed transaction on the
Company's ability to retain and hire key personnel, its ability to maintain
relationships with its customers, suppliers and others with whom it does
business, its business generally or its stock price; and risks related to
diverting management's attention from the Company's ongoing business operations.
In addition, please refer to the documents that the Company files with the
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