--- schema_version: "secwatch.filing_event.v1" accession: "0000950170-24-134079" form_type: "8-K" ticker: null cik: "0001338749" company_name: "POTLATCHDELTIC CORP" filed_at: "2024-12-06T23:59:59+00:00" generated_at: "2026-05-29T06:14:20.805284+00:00" event_type: "other" sentiment: "neutral" materiality_score: 0.3 calibrated_materiality_score: 0.3 confidence: "high" source: SEC EDGAR --- # PotlatchDeltic amends bylaws to modernize governance, add universal proxy rule compliance and exclusive forum ## Summary - Revised advance notice disclosures require stockholders to disclose derivative, short interests, and material contracts with the Company or affiliates. - New director nominee requirements: completed questionnaire, representation on independence, absence of third-party compensation agreements, and compliance with company policies. - Universal proxy rule compliance: nominating stockholder must represent intent to solicit under Rule 14a-19 and provide evidence 5 business days before meeting. - Exclusive forum provisions: Delaware Chancery Court for state law claims (except Exchange Act derivative actions) and federal district courts for Securities Act claims. - Other changes: virtual meetings authorized, voting standard for uncontested elections clarified, nomination and business proposals consolidated into single section. ## SEC filing metadata - accession: 0000950170-24-134079 - form_type: 8-K - cik: 0001338749 - company_name: POTLATCHDELTIC CORP - filed_at: 2024-12-06T23:59:59+00:00 - event_type: other - sentiment: neutral - materiality_score: 0.3 - calibrated_materiality_score: 0.3 - confidence: high - sec_items: 5.03, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1338749/000095017024134079/0000950170-24-134079-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1338749/000095017024134079/pch-20241206.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000950170-24-134079 - JSON: https://secwatch.observer/filing/0000950170-24-134079.json - Plain text: https://secwatch.observer/filing/0000950170-24-134079.txt ## Key facts - Governance Changes POTLATCHDELTIC CORP: Added additional requirements for director nominees, including a completed questionnaire, written representation and agreement, statement of intent to serve, and consent for Rule 14a-19 (effective 2024-12-06). - Change: bylaw amendment - Effective: 2024-12-06 source text: The amendments add requirements that the notice of a director nomination must be accompanied by (i) a completed written questionnaire regarding certain information about the nominee of the type required in the Company’s annual questionnaire for directors and officers, (ii) a written representation and agreement by the nominee regarding the absence of any agreement between the nominee and any other party as to how the person will act or vote on any issue or question, the absence of any agreement or arrangement by the nominee with any other party for compensation, reimbursement or indemnification in connection with service or action as a director of the Company, and compliance with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality, and stock ownership and trading policies and guidelines of the Company, (iii) a written statement of the nominee’s intent to serve as a director for the full term, if elected, and (iv) if the nominee is nominated in evidence_url: https://www.sec.gov/Archives/edgar/data/1338749/000095017024134079/0000950170-24-134079-index.htm - Governance Changes POTLATCHDELTIC CORP: Revised advance notice disclosure requirements for stockholder proposals and director nominations, including disclosure of ownership interests and material relationships (effective 2024-12-06). - Change: bylaw amendment - Effective: 2024-12-06 source text: The Amended Bylaws revise the advance notice disclosure requirements to make them easier to follow and remove redundancies. These revisions include aligning the information requirements for stockholders nominating directors with the requirements for stockholders proposing other business. The amendments also clarify certain requirements for the stockholder proposing business or nominating directors at an annual or special meeting of stockholders to provide information about the stockholder’s direct or indirect ownership interest in securities of the Company, including clarifying the various types of derivative or synthetic arrangements and short interests in respect of any class or series of shares of the Company that must be disclosed. The Amended Bylaws also require the proposing stockholder to disclose material relationships and any direct or indirect interests in material contracts or agreements with the Company or any of its affiliates. evidence_url: https://www.sec.gov/Archives/edgar/data/1338749/000095017024134079/0000950170-24-134079-index.htm - Governance Changes POTLATCHDELTIC CORP: Amended provisions to address universal proxy rules, including requirements for stockholder representation, evidence of compliance, and consequences for non-compliance (effective 2024-12-06). - Change: bylaw amendment - Effective: 2024-12-06 source text: The Amended Bylaws address the universal proxy rules adopted by the U.S. Securities and Exchange Commission in the following ways: o requiring that any stockholder giving notice of a nomination for director include a representation as to whether the stockholder intends to solicit proxies in accordance with Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); o requiring that a nominating stockholder provide reasonable evidence of compliance with Rule 14a-19(a)(3) no later than five business days prior to the applicable meeting; o clarifying that the chair of the meeting may disregard any votes for a director nominee of a stockholder and the nomination of such nominee if the stockholder commences the solicitation and nomination in accordance with Rule 14a-19 and subsequently fails to comply with any of the requirements of Rule 14a-19; and o clarifying that a stockholder may not nominate a greater number of director nominees than there are directors sub evidence_url: https://www.sec.gov/Archives/edgar/data/1338749/000095017024134079/0000950170-24-134079-index.htm - Governance Changes POTLATCHDELTIC CORP: Added exclusive forum provisions designating the Delaware Court of Chancery and federal district courts as exclusive forums for certain legal actions (effective 2024-12-06). - Change: bylaw amendment - Effective: 2024-12-06 source text: The Amended Bylaws provide that (i) the Court of Chancery of the State of Delaware (the “Chancery Court”) shall be the exclusive forum for certain actions, suits or proceedings brought against the Company, its directors, officers, or employees, or derivative actions brought on behalf of the Company (except for derivative actions brought under the Exchange Act if applicable law requires such claims to be brought in a federal district court) and (ii) the federal district courts shall be the exclusive forum for the resolution of any complaint or cause of action arising under the Securities Act of 1933, as amended. evidence_url: https://www.sec.gov/Archives/edgar/data/1338749/000095017024134079/0000950170-24-134079-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.