Weyerhaeuser elects director slate to Willamette board

Willamette Industries announced in late July that certified results in the voting for three members of its board of directors, nominees to its Board of Directors the three Weyerhaeuser-nominated candidates have been elected.

In the count certified by the independent inspectors of election, IVS Associates, Inc., and reviewed by representatives of both Willamette and Weyerhaeuser, three nominees, Thomas M. Luthy, Robert C. Lane and Evelyn Cruz Sroufe, received votes totaling 49.16 million shares, or 44.85% of the total shares outstanding, with Kenneth W. Hergenhan, Duane C. McDougall and Robert M. Smelick receiving votes totaling 46.91 million shares, or 42.80% of the total shares outstanding. Willamette has approximately 109.6 million shares outstanding.

A Willamette news release said that in addition to the election of directors, shareholders also voted on two shareholder proposals, both of which were rejected. The first proposal, declassification of the board, received votes totaling 43.28 million shares for and 44.56 million shares against with 6.67 million abstentions. The second proposal, regarding the composition of the Company's compensation committee, received 39.48 million shares in favor and 46.66 million shares against with 8.3 million abstentions.

Duane C. McDougall, President and Chief Executive Officer of Willamette, said, "While we are clearly disappointed that our slate of nominees was not elected, we appreciate our shareholders support for our classified board and the composition of our compensation committee."

He continued, "Our recent solid financial performance, in a market where many of our competitors are losing money, once again demonstrates our ability to deliver superior value on behalf of our shareholders. We will continue to focus on growing our business, and we look forward to building upon our track record as a leading franchise in the industry. "

In a separate statement issued by Weyerhaeuser, that company said that their slate "was elected with the support of approximately 51 percent of the total shares voting for either slate. Based on Weyerhaeuser's analysis, Weyerhaeuser believes that more than 80 percent of the shares held by unaffiliated Willamette shareholders voting in the election were voted in favor of the Weyerhaeuser nominees.

"Weyerhaeuser believes that these results include well over one million shares that appear to have been improperly voted for Willamette," the statement said.

Steven R. Rogel, Weyerhaeuser chairman, president and chief executive officer, said, "As we stated when the preliminary vote results were announced, we believe the outcome of this election provides a clear directive to Willamette. Willamette's shareholders, the owners of the company, have elected the Weyerhaeuser nominees to encourage Willamette to enter into negotiations with Weyerhaeuser immediately in order to maximize the value of their investment.

"We remain focused on creating the premier forest products company headquartered in the Pacific Northwest while generating value for both Weyerhaeuser and Willamette shareholders," Rogel added.

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