MERCER INTERNATIONAL INC.

8-K · d118466d8k.htm

0001333274 2026-06-01 2026-06-01
  
  
 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): June 1, 2026
  
  

 MERCER INTERNATIONAL INC.
 (Exact name of Registrant as Specified in Its Charter)
  
  

  

 Washington
  
 000-51826
  
 47-0956945

 (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):
  

 ☐
 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))

 Securities registered pursuant to Section 12(b) of the Act:
  

 Title of each class

  
 Trading
Symbol(s)

  
 Name of each exchange
on which registered

 Common Stock, par value $1.00 per share
  
 MERC
  
 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 5.07
 Submission of Matters to a Vote of Security Holders.

 Mercer International Inc. (the “ Company ”) held its 2026 Annual Meeting of Shareholders on June 1, 2026. At this meeting, shareholders were requested to (1) elect a board of directors; (2) approve, on a non-binding advisory basis, the Company’s executive compensation; and (3) ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm, all of which were described in more detail in the Company’s 2026 Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on April 21, 2026. The results of voting on the matters submitted to the Company’s shareholders are as follows:
 Proposal 1: Election of Directors.
 All of the nine nominees for the Company’s board of directors were elected, and the voting results are set forth below:
  

  
   
 For
   
 Against
   
 Abstentions
   
 Broker Non-Votes

 Juan Carlos Bueno

   
 44,714,550
   
 268,081
   
 59,021
   
 6,674,322

 William D. McCartney

   
 44,739,177
   
 232,435
   
 70,040
   
 6,674,322

 James Shepherd

   
 44,752,469
   
 243,557
   
 45,626
   
 6,674,322

 Linda J. Welty

   
 44,763,981
   
 234,704
   
 42,967
   
 6,674,322

 Rainer Rettig

   
 44,718,716
   
 277,212
   
 45,724
   
 6,674,322

 Alice Laberge

   
 44,761,485
   
 234,688
   
 45,479
   
 6,674,322

 Janine North

   
 44,724,623
   
 271,562
   
 45,467
   
 6,674,322

 Thomas Kevin Corrick

   
 44,779,753
   
 216,328
   
 45,571
   
 6,674,322

 Markwart von Pentz

   
 44,781,076
   
 213,460
   
 47,116
   
 6,674,322

 Proposal 2: Advisory Vote on Executive Compensation.
 The non-binding resolution approving the Company’s executive compensation was approved, and the voting results are set forth below:
  

 For

  
 Against

  
 Abstentions

  
 Broker Non-Votes

 42,232,601

  
 2,708,877
  
 100,174
  
 6,674,322

 Proposal 3: Ratification of Selection of Independent Registered Public Accounting Firm.
 The selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal 2026 was ratified, and the voting results are set forth below:
  

 For

  
 Against

  
 Abstentions

  
 Broker Non-Votes

 51,015,419

  
 175,603
  
 524,952
  
 0

 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.
  

  
 MERCER INTERNATIONAL INC.

 By:
  
 /s/ Richard Short

  
 Richard Short

  
  
 Chief Financial Officer

 Date: June 1, 2026