false 0001381531 0001381531 2022-09-30 2022-09-30

 

 

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

September 30, 2022

(Date of Report/Date of earliest event reported)

 

 

DOMTAR CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-33164   20-5901152

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

234 Kingsley Park Drive
Fort Mill, South Carolina
29715
(Address and zip code of principal executive offices)

(803) 802-7500

(Registrant’s telephone number, including area code)

N/A

(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: None.

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

☐  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.

(e) On September 29, 2022, the Board of Directors (the “Board”) of Domtar Corporation (the “Company”) adopted the Domtar Corporation Annual Incentive Plan for Management Committee Members, (the “AIP”) and the Domtar Corporation Long-Term Incentive Plan (the “LTIP”).

Under the AIP, members of the Management Committee are eligible to receive annual cash bonuses upon Board certification that applicable performance objectives have been attained. The AIP will be administered by the Board.

Under the LTIP, employees, directors and members of the Management Committee are eligible to receive Performance and/or Service Awards payable in cash. Performance awards will be payable upon the achievement, in whole or in part, of the applicable Performance Goals, as determined by the Board and the completion of the Performance Cycle. The Service Awards will be payable upon the completion of the specified Restricted Period (all capitalized terms shall have those meanings given to them in the LTIP). The LTIP will be administered by the Board.

The foregoing descriptions of the AIP and LTIP are qualified in their entirety by reference to the respective Plans, copies of which are attached as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 9.01.

Financial Statements and Exhibits.

 

(d)

Exhibits

 

Exhibit
No.

   

Description of Exhibits

10.1    Domtar Corporation Annual Incentive Plan for Management Committee Members
10.2    Domtar Corporation Long-Term Incentive Plan
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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.

 

DOMTAR CORPORATION
(Registrant)
By:  

/s/ Nancy Klembus

Name:   Nancy Klembus
Title:   Senior Vice President, General Counsel and Corporate Secretary
Date: September 30, 2022
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