Form 8-K
Table of Contents

 

 

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

June 10, 2010

(Date of earliest event report)

 

 

WEYERHAEUSER COMPANY

(Exact name of registrant as specified in charter)

 

 

Washington   1-4825   91-0470860

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(IRS Employer

Identification Number)

Federal Way, Washington 98063-9777

(Address of principal executive offices)

(zip code)

Registrant’s telephone number, including area code:

(253) 924-2345

 

 

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))

 

 

 


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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

SIGNATURES


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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C., 20549

 

ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR

On June 10, 2010, the Company’s Board of Directors amended the Company’s Bylaws effective immediately to clarify indemnification rights of Directors and officers and eliminate supermajority voting provisions consistent with amendments previously made to the Company’s Articles of Incorporation. The Bylaw amendments are as follows:

1. The following sentence is hereby added as the penultimate sentence of Article XII, Paragraph 1:

“Notwithstanding any amendment or repeal of this Section, or of any amendment or repeal of any of the procedures that may be established by the Board pursuant to this Section, any indemnitee shall be entitled to indemnification in accordance with the provisions of these Bylaws and those procedures with respect to any acts or omissions of the indemnitee occurring prior to the amendment or repeal.”

2. Paragraph 2 of Article XIII is deleted in its entirety.


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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.

 

WEYERHAEUSER COMPANY
By  

/S/    JEANNE HILLMAN        

Its:   Vice President and
  Chief Accounting Officer

Date: June 14, 2010