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 2, 2016

 

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 5.07. Submission of Matters to a vote of Security Holders

 

(a) Annual Meeting of Shareholders

 

The Company held its annual meeting of shareholders on February 2, 2016 at which we submitted the following matters to a vote of our shareholders:

 

(b) Election of Directors

 

Votes cast for or withheld regarding fourteen individuals nominated for election to serve on our board of directors for a term expiring in 2017 were as follows:

 

  For Against Withheld Broker Non-Vote
Timothy J. Bernlohr 205,998,060 2,925,040 790,881 14,581,561
J. Powell Brown 208,108,386 810,634 794,961 14,581,561
Michael E. Campbell 207,986,503 954,067 773,411 14,581,561
Terrell K. Crews 208,116,434 806,888 790,659 14,581,561
Russell M. Currey 207,739,117 1,188,473 786,391 14,581,561
G. Stephen Felker 207,869,079 1,042,449 802,453 14,581,561
Lawrence L. Gellerstedt III 207,250,960 1,672,196 790,825 14,581,561
John A. Luke, Jr 206,326,974 2,584,280 802,727 14,581,561
Gracia C. Martore 207,552,897 1,385,010 776,074 14,581,561
James E. Nevels 207,340,908 1,569,556 803,517 14,581,561
Timothy H. Powers 207,509,568 1,424,478 779,935 14,581,561
Steven C. Voorhees 208,085,382 828,183 800,416 14,581,561
Bettina M. Whyte 206,221,777 2,695,981 796,223 14,581,561
Alan D. Wilson 204,933,313 4,001,936 778,732 14,581,561

 

(c) Other Matters

 

Votes cast for or against, as well as the number of abstentions and broker non-votes regarding each other matter voted upon at the meeting, were as follows:

 

    For   Against   Abstain  

Broker Non-Vote

Approve the adoption of the WestRock Company Employee Stock Purchase Plan   207,128,641   1,201,788   1,383,552   14,581,561
Approve the adoption of the WestRock Company 2016 Incentive Stock Plan   194,921,742   13,784,731   1,007,507   14,581,562
Ratify the appointment of Ernst & Young LLP to Serve as independent registered public accounting firm of Rock-Tenn Company   222,173,662   1,487,024   634,856    
Advisory vote on executive compensation   205,355,979   3,275,319   1,082,683   14,581,561

 

 
 

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:  February 3, 2016 By: /s/ Robert B. McIntosh                                          
  Robert B. McIntosh
  Executive Vice-President, General Counsel
  And Secretary