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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): February 26, 2024
MERCER INTERNATIONAL INC.
(Exact name of Registrant as Specified in Its Charter)
Washington |
000-51826 |
47-0956945 |
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(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
Suite 1120, 700 West Pender Street, Vancouver, British Columbia, Canada, V6C 1G8
(Address of Principal Executive Offices)
Registrant’s Telephone Number, Including Area Code: (604) 684-1099
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 (see General Instructions A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Common Stock, par value $1.00 per share |
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MERC |
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NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company 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
On February 26, 2024, Mercer International Inc. (the "Company") issued a press release announcing that Jimmy Lee is stepping down as Executive Chairman and director of the Company for personal health reasons, and was appointed Chairman Emeritus of the Company. The Company also announced that William McCartney, who previously served as the lead director of the board of directors of the Company, was appointed as Interim Chairman of the Company. The changes took effect on February 26, 2024.
A copy of the press release announcing the foregoing changes is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
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Exhibit Number |
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Description |
99.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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1
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.
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MERCER INTERNATIONAL INC. |
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Date: February 26, 2024 |
By: |
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/s/ Richard Short |
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Richard Short |
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Chief Financial Officer |
2
Exhibit 99.1
For Immediate Release
JIMMY LEE APPOINTED AS CHAIRMAN EMERITUS OF MERCER INTERNATIONAL INC.
NEW YORK, NY, February 26, 2024 ‑ Mercer International Inc. ("Mercer" or the "Company") (Nasdaq: MERC) announced that Jimmy Lee is stepping down as Executive Chairman and director of the Company for personal health reasons. He has been appointed Chairman Emeritus. As a result, the Company has revised its governance structure to provide for an independent Chairman. William McCartney, who previously served as lead director, has been appointed Interim Chairman by the Company's board of directors.
Jimmy Lee, Chairman Emeritus, stated: "As I reflect on my time at Mercer, I am thankful for all of the employees, board members and other stakeholders who have helped build Mercer to where it is today. I am sad to be stepping down in my role as Executive Chairman, but believe it is necessary to focus on my health at this time. Mercer has a strong management team and board and I am confident they will continue to deliver on Mercer's strategic vision."
William McCartney, Interim Chairman, stated: "We regretfully accepted Jimmy's resignation, and on behalf of the board of directors, I wish to thank him for his pioneering spirit and strategic aptitude over 35 years. Throughout, he has demonstrated steadfast determination and it has been an honor to work with him. We are grateful that he will serve as Chairman Emeritus, and know he will continue to provide valued counsel to the Company."
Juan Carlos Bueno, Chief Executive Officer, stated: "On behalf of management, I would like to thank Jimmy for his guidance and leadership. As the Company's CEO from 1992 to 2015 and thereafter as Executive Chairman, Jimmy has left an enduring legacy of entrepreneurship and excellence that is embedded in our corporate identity.
His entrepreneurial vision was instrumental in Mercer's growth from one pulp mill in 1994 to becoming a leading global forest products Company." Mercer International Inc. is a global forest products company with operations in Germany, the USA and Canada with consolidated annual production capacity of 2.3 million tonnes of pulp, 960 million board feet of lumber, 210 thousand cubic meters of cross-laminated timber, 45,000 cubic meters of glulam, 17 million pallets and 230,000 metric tonnes of biofuels. To obtain further information on the company, please visit its web site at https://www.mercerint.com.
The preceding includes forward-looking statements which involve known and unknown risks and uncertainties which may cause our actual results in future periods to differ materially from forecasted results. Words such as "expects", "anticipates", "are optimistic that", "projects", "intends", "designed", "will", "believes", "estimates", "may", "could" and variations of such words and similar expressions are intended to identify such forward-looking statements. Among those factors which could cause actual results to differ materially are the following: the highly cyclical nature of our business, raw material costs, our level of indebtedness, competition, foreign exchange and interest rate fluctuations, expenditures for capital projects, environmental regulation and compliance, disruptions to our production, market conditions and other risk factors listed from time to time in our SEC reports.
APPROVED BY:
William D. McCartney
Interim Chairman
(604) 684-1099
Juan Carlos Bueno
Chief Executive Officer
(604) 684-1099