Item 5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
On July 29, 2022, the Board of Directors of WestRock Company (the “Company”)
elected Dmitri L. Stockton, 58, as a director of the Company, effective on the
same date. Mr. Stockton was appointed to the Audit Committee and the Finance
Committee, effective immediately following his election.
Mr. Stockton will be compensated in accordance with the Company’s compensation
program for its non-employee directors, as disclosed in the Company’s proxy
statement for its 2022 Annual Meeting of Stockholders, filed with the Securities
and Exchange Commission on December 13, 2021. His cash compensation and equity
compensation, in the form of restricted stock units, will be prorated to reflect
a partial year of service for this year.
There is no arrangement or understanding between Mr. Stockton and any other
persons pursuant to which he was selected as a director. There are no
transactions involving Mr. Stockton that would require disclosure under
Item 404(a) of Regulation S-K.
Item 7.01. Regulation FD Disclosure.
Also on July 29, 2022, the Company issued a press release announcing Mr.
Stockton’s election. A copy of the press release is attached hereto as Exhibit
99.1 and is incorporated by reference herein.
The information provided pursuant to this Item 7.01, including Exhibit 99.1 in
Item 9.01, is “furnished” and shall not be deemed to be “filed” with the
Securities and Exchange Commission or incorporated by reference in any filing
under the Securities Exchange Act of 1934, as amended, or the Securities Act of
1933, as amended, except as shall be expressly set forth by specific reference
in any such filings.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following items are filed as exhibits to this report.
Exhibit No. Description 99.1 Press release, dated July 29, 2022. 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.
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