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): November 30, 2015

 

 

WestRock Company

(Exact name of registrant as specified in charter)

 

 

Delaware 001-37484 47-3335141
(State or Other Jurisdiction (Commission File Number) (IRS Employer Identification No.)
of Incorporation)    

 

 

501 South 5th Street, Richmond, VA 23219
(Address of principal executive offices) (Zip Code)

 

 

(804) 444-1000

(Registrant’s telephone number, including area code)

 

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))

 

Item 5.04. Temporary Suspension of Trading Under Registrant's Employee Benefit Plans.

 

WestRock Company (the “Company”) is merging its 401(k) plans and changing the recordkeeper for the Company’s 401(k) plan. As a result of this merger and change in recordkeeper, a conversion period is necessary to transition account and 401(k) plan records. On November 23, 2015, the plan administrator of the 401(k) plans sent notice to participants in the 401(k) plans informing them that the 401(k) plans would be merging and changing its recordkeeper. The notice also stated that while this conversion is being made, participants in the 401(k) plans would not be able to access their accounts to direct or diversify their investments, including amounts invested in the Company’s common stock, or request a distribution from the 401(k) plans. Participants will not be able to effectuate these transactions in Company stock in the 401(k) plans for the period starting at 4:00 p.m. (Eastern Time) on December 28, 2015 and ending during the week beginning January 17, 2016. This period is referred to as the “Blackout Period.”

 

Pursuant to Rule 104(b)(1)(iv)(B) of Regulation BTR, directors and executive officers may obtain, without charge, information as to whether the Blackout Period has begun or ended. During the Blackout Period and for a period or two years after the ending date of the Blackout Period, Company shareholders or other interested persons may obtain, without charge, the actual beginning and ending dates of the Blackout Period by contacting Robert B. McIntosh, Secretary, WestRock Company, 504 Thrasher Street, Norcross, Georgia 30071.

 

On November 30, 2015, the Company sent a blackout trading restriction notice (the “BTR Notice”) to its executive officers and directors informing them that, pursuant to Section 306(a) of the Sarbanes-Oxley Act of 2002 and the SEC’s rules promulgated thereunder, they would be prohibited during the Blackout Period from purchasing and selling shares of the Company’s common stock (including derivative securities pertaining to such shares) acquired in connection with their employment as an executive officer or service as a director.

 

A copy of the BTR Notice is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

99.1Notice to Executive Officers and Directors of WestRock Company regarding the 401(k) Plan Blackout Period and Trading Restrictions.

 

 

 

 

 

 

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: December 1, 2015 By: /s/ Robert B. McIntosh
    Robert B. McIntosh
    Executive Vice-President, General Counsel and Secretary

 

 

 

 

 

INDEX TO EXHIBITS

 

 

Exhibit Number and Description

 

99.1Notice to Executive Officers and Directors of WestRock Company regarding the 401(k) Plan Blackout Period and Trading Restrictions (furnished pursuant to Item 5.04)

 

 

 

 



Exhibit 99.1

 

 

 TO:Executive Officers and Directors of WestRock Company
   
FROM:Bob McIntosh
   
 DATE:November 30, 2015
   
 RE:Important Notice Regarding Blackout Period and Restrictions on Ability to Trade Shares of WestRock Securities

 

This notice is to inform you of restrictions on your ability to trade equity securities of WestRock Company (the “Company”) during an upcoming “blackout period” that will apply to the Company’s 401(k) plans. This special “blackout period” is imposed on executive officers and directors of the Company by the Sarbanes-Oxley Act of 2002 and Securities and Exchange Commission Regulation BTR (Blackout Trading Restriction) and is in addition to the Company’s regular trading black-out periods related to its earnings releases.

 

The blackout period is being imposed because of the merger of the RockTenn and MeadWestvaco 401(k) plans and the transition to a new recordkeeper for the merged 401(k) plan. During the blackout period, participants in the 401(k) plans will not be able to access their accounts to direct or diversify their investments or request a distribution. Participants in the MeadWestvaco 401(k) plans will not be able to change the portion of their accounts invested in the Company’s common stock under those plans. The blackout period will begin at 4:00 p.m. (Eastern Time) on December 28, 2015, and will end as soon as the transition to a new recordkeeper has been completed, which is expected to take place during the week beginning January 17, 2016 (the “Blackout Period”).

 

In accordance with Section 306(a) of the Sarbanes-Oxley Act of 2002 and Rule 101 of Securities and Exchange Commission Regulation BTR, the Company’s directors and executive officers are prohibited during the Blackout Period from purchasing, selling, or otherwise acquiring or transferring, directly or indirectly, any equity security of the Company acquired in connection with his or her employment as an executive officer or service as a director.

 

Please note the following:

 

·“Equity securities” is defined broadly to include the Company’s common stock, stock options, and other derivative securities.

 

·Prohibited transactions are not limited to those involving your direct ownership, but include any transaction in equity securities in which you have a pecuniary interest (for example, transactions by your immediate family members living in your household).

 

·Among other things, these rules prohibit selling shares of Company stock acquired pursuant to an exercise of options granted to you in connection with your employment as an executive officer or service as a director, selling shares of Company stock originally received as a restricted stock grant or upon the vesting of a restricted performance award, or selling shares to cover withholding taxes upon the vesting of restricted stock or restricted performance awards.

 

·Exemptions from these rules generally apply for purchases or sales under pre-existing Rule 10b5-1 plans, dividend reinvestment plans, sales required by law and certain other “automatic” transactions.

 

·Although you are permitted to engage in transactions involving equity securities that were not acquired in connection with your employment as an executive officer or service as a director, there is a presumption that any such transactions are prohibited unless you can identify the source of the shares and show that you used the same identification for all related purposes, such as tax reporting and disclosure requirements.

 

Inquiries with respect to this blackout period, including the date on which the blackout period has ended, should be directed to me at (678) 291-7456.

 

These rules apply in addition to the trading restrictions under the Company’s Insider Trading Policy. If you engage in a transaction that violates these rules, you may be required to disgorge your profits from the transaction, and you may be subject to civil and criminal penalties. Please remember that you are required to pre-clear with me any trades you would like to make in WestRock stock.

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