Weyerhaeuser Co

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect 11 nominees to the company’s board of directors to serve one-year terms expiring at the 2027 annual meeting.

2. 2

   Approve, on an Advisory Basis, Compensation of the Named Executive Officers

   ManagementBoard: FOR

   Advisory (non-binding) shareholder vote to approve the company’s named executive officer compensation as disclosed in the proxy statement, including the Compensation Discussion and Analysis, tables and related disclosures.

   More detail

   This advisory Say-on-Pay proposal asks shareholders to express their approval or disapproval of the company’s executive compensation program as disclosed in the proxy statement. Management seeks approval to confirm that its pay practices — which include a mix of base salary, annual cash incentives (AIP) tied to segment Adjusted EBITDA and RONA and controllable business metrics, and long-term equity awards (PSUs tied to three-year relative TSR and RSUs) — align executives’ interests with long-term shareholder value. The Compensation Committee emphasizes pay-for-performance: a substantial portion of NEO pay is performance-based and equity-focused, with PSU payouts capped and share ownership and anti-hedging policies in place. Management notes specific program design features such as rigorous preset performance metrics, independent consultant review, change-of-control “double-trigger” protections, and recovery/anti-hedging policies intended to mitigate excessive risk-taking. The vote is advisory and non-binding, but the board and Compensation Committee state they will carefully review and consider the results when setting future compensation. The company highlights its strong 2025 performance in Timberlands and Climate Solutions, the achievement of certain multi-year goals, and robust governance practices as context supporting the program. Opponents (if any) are not present in this filing, but the board frames the recommendation as consistent with shareholder alignment, retention needs for key talent, and demonstrated recent shareholder support (Say-on-Pay >94% in 2025). Given these elements, the board recommends voting FOR the proposal to ratify its executive compensation approach while committing to consider shareholder feedback from the advisory vote.

3. 3

   Ratify Appointment of the Independent Auditors

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of KPMG LLP as the company’s independent registered public accounting firm for the 2026 fiscal year.

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When is the Weyerhaeuser Co 2026 annual meeting?

Weyerhaeuser Co (WY) holds its 2026 annual shareholder meeting on Friday, May 15, 2026.

What is the record date for the Weyerhaeuser Co 2026 meeting?

The record date for the Weyerhaeuser Co 2026 meeting is Tuesday, March 17, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Weyerhaeuser Co's 2026 meeting?

The board is presenting 11 director nominees at the Weyerhaeuser Co 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Weyerhaeuser Co 2026 meeting?

Shareholders will vote on 3 proposals at the Weyerhaeuser Co 2026 meeting, each tagged with who proposed it and the board's recommendation.