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): April 22, 2010
WAUSAU PAPER CORP.
(Exact name of registrant as specified in its charter)
WISCONSIN
1-13923
39-0690900
(State or other
(Commission File
(IRS Employer
jurisdiction of
Number)
Identification
incorporation)
Number)
100 PAPER PLACE
MOSINEE, WI 54455-9099
(Address of principal executive offices, including Zip Code)
(715) 693-4470
(Registrants 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 23.425)
£
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))
INFORMATION TO BE INCLUDED IN THE REPORT
Section 2 Financial Information
Item 2.02.
Results of Operations and Financial Condition
On April 26, 2010, the Company reported net earnings of $2.9 million, or $0.06 per diluted share, for the first quarter ended March 31, 2010, as compared with a net loss of $1.4 million, or $0.03 per diluted share, for the first quarter of 2009. Net sales for the first quarter increased to $255.9 million, from $238.8 million in 2009.
A copy of the news release is furnished as Exhibit 99.1 to this report.*
Section 5 Corporate Governance and Management
Item 5.07.
Submission of Matters to a Vote of Security Holders
On April 22, 2010, Wausau Paper Corp. held its Annual Meeting of Shareholders. The following actions were taken at the Annual Meeting, for which proxies were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended:
1.
The two nominees proposed by the Board of Directors were elected as Class II directors for a three-year term expiring at the 2013 Annual Meeting by the following votes:
Name | For | Withheld | Broker Non-Votes |
Andrew N. Baur | 34,637,779 | 7,266,482 | 3,001,437 |
Dennis J. Kuester | 34,508,693 | 7,395,568 | 3,001,437 |
Other continuing directors include: (1) Class I directors, G. Watts Humphrey, Jr. and San W. Orr, Jr., whose terms expire at the 2012 Annual Meeting; and (2) Class III directors Gary W. Freels, Thomas J. Howatt, and Michael M. Knetter, whose terms expire at the 2011 Annual Meeting.
2.
A proposal for approval of the Wausau Paper Corp. 2010 Stock Incentive Plan was approved by a vote of 38,938,490 for versus 2,878,715 against. There were 87,056 abstentions and 3,001,437 broker non-votes with respect to this action.
3.
A proposal for ratification of the audit committees selection of Deloitte & Touche LLP as our independent auditor for the 2010 fiscal year was approved by a vote of 42,514,321 for versus 2,236,731 against. There were 154,646 abstentions and no broker non-votes with respect to this action.
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Section 9 Financial Statements and Exhibits
Item 9.01
Financial Statements and Exhibits
Exhibit 99.1*
News release dated April 26, 2010
*
This exhibit is furnished pursuant to Item 2.02 and shall not be deemed to have been filed or incorporated by reference into any other filing by the Company under the Securities Act of 1933 or Securities Exchange Act of 1934 unless expressly so provided by specific reference in such filing.
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.
WAUSAU PAPER CORP.
Date: April 26, 2010
By: SCOTT P. DOESCHER
Scott P. Doescher
Executive Vice PresidentFinance
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EXHIBIT INDEX
to
FORM 8-K
of
WAUSAU PAPER CORP.
dated April 22, 2010
Pursuant to Section 102(d) of Regulation S-T
(17 C.F.R. §232.102(d))
99.1
News release dated April 26, 2010
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