MERCER INTERNATIONAL INC
For the period ended May 31, 2024. Filed Apr 19, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 31, 2024 · Filed Apr 19, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
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| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
The 2024 Annual Meeting of Shareholders (the "Annual Meeting") of Mercer International Inc. (the "Company") will be held at Suite 1120, 700 West Pender Street, Vancouver, British Columbia, Canada on May 31, 2024 at 10:00 a.m. (Vancouver time) (doors open at 9:30 a.m. (Vancouver time)) for the following purposes:
To elect ten directors to serve until the 2025 Annual Meeting of Shareholders;
To approve, on a non-binding advisory basis, the compensation of the Company's executive officers as disclosed in these materials;
To ratify the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for fiscal year 2024; and
To transact such other business as may properly come before the meeting.
For those who are not able to attend in person, the Company is offering a virtual shareholder meeting in which shareholders may listen to the Annual Meeting, submit questions and vote online at: www.meetnow.global/MH5YJVG.
Only shareholders of record at the close of business on March 28, 2024 will be entitled to notice of, and to vote at, the Annual Meeting or any adjournment, postponement or rescheduling thereof.
YOUR VOTE IS VERY IMPORTANT. Whether or not you plan to attend our Annual Meeting in person or through the virtual meeting, we urge you to cast your vote and submit your proxy as promptly as possible by one of the methods below. Make sure to have your proxy card or voting instruction form (VIF) in hand. You do not need to attend the Annual Meeting to vote if you submitted your proxy in advance of the Annual Meeting. A proxy may be revoked in the manner described in the accompanying proxy statement.
| By using the Internet at•www.investorvote.com/merc (for registered shareholders)•www.proxyvote.com (for beneficial shareholders) | By calling toll-free 1-800-652-VOTE (8683) within the United States, U.S. territories and Canada |
| By scanning the QR code provided in your proxy with your smartphone | By mailing your signed proxy or voting instruction form |
For further information on how to vote, please refer to the instructions on the accompanying proxy card and the accompanying proxy statement.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ William D. McCartney
William D. McCartney
Interim Chairperson
April 18, 2024
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on May 31, 2024: Our proxy statement and our 2023 Annual Report to Shareholders are available at www.mercerint.com/investors/reports-filings/. Additionally, you may access our proxy materials atwww.proxyvote.com or www.investorvote.com/merc, a site that does not have "cookies" that identify visitors to the site.
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PROXY STATEMENT
TABLE OF CONTENTS
| Notice Regarding Forward-Looking Statements | iv | SHARES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS | 42 |
|---|---|---|---|
| Non-GAAP Financial Measures | iv | Share Ownership of Certain Beneficial Owners | 42 |
| PROXY STATEMENT SUMMARY | v | Share Ownership of Directors and Executive Officers | 43 |
| Annual Meeting Information | v | HUMAN RESOURCES COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION | 44 |
| Annual Meeting Agenda and Voting Recommendations | v | INDEPENDENT COMPENSATION CONSULTANTS | 44 |
| Snapshot of Board Nominees | vi | REPORT OF THE HUMAN RESOURCES COMMITTEE | 44 |
| Board Snapshot | vii | COMPENSATION DISCUSSION AND ANALYSIS | 45 |
| Board Refreshment | vii | Executive Compensation Objectives and Program Design | 46 |
| Snapshot of Attributes of Director Nominees | vii | COMPENSATION OBJECTIVES, FRAMEWORK AND COMPONENTS | 47 |
| Corporate Governance Highlights | viii | Objectives | 47 |
| Fiscal 2023 | ix | Key Principles | 47 |
| Executive Compensation Highlights | xiii | Compensation Mix | 48 |
| Variable Pay at Risk | xiii | Compensation Components | 48 |
| Advisory Resolution to Approve Our Executive Compensation | xiv | Compensation Governance | 50 |
| Independent Registered Public Accounting Firm | xiv | Annual Compensation Process | 51 |
| Target and Maximum Incentives and Realized Pay | 53 | ||
| GENERAL INFORMATION | 1 | Short-Term Incentive Plan | 54 |
| PROPOSAL 1 – ELECTION OF DIRECTORS | 3 | Long-Term Incentive Program | 56 |
| Nominees for Election as Directors | 5 | Individual Officer Performance Evaluations and Measures | 58 |
| Majority Voting Policy in Uncontested Director Elections | 10 | Compensation Risk Management | 58 |
| Board Snapshot | 11 | Variable Pay at Risk | 59 |
| Board Tenure and Refreshment | 11 | Summary | 60 |
| Snapshot of Attributes of Director Nominees | 11 | How the Committee Considered the 2023 Advisory Vote on Our Compensation Program | 61 |
| Board Diversity | 12 | ||
| COMPENSATION DECISIONS AND OUTCOMES | 62 | ||
| CORPORATE GOVERNANCE AND BOARD MATTERS | 14 | Fiscal 2023 | 62 |
| Role of the Board | 14 | Fiscal 2023 Shareholder Returns | 66 |
| Key Areas of Board Oversight | 14 | Fiscal 2023 Compensation | 67 |
| Governance Guidelines, Code of Conduct and Other Policies Available on Our Website | 15 | Fiscal 2023 PSU Grant | 71 |
| Board Meetings and Attendance | 17 | Vesting of Fiscal 2021 PSUs | 71 |
| Affirmative Determination Regarding Director Independence | 19 | EXECUTIVE COMPENSATION TABLES | 73 |
| Board Leadership Structure | 19 | Summary Compensation Table | 73 |
| Duties and Responsibilities of the Independent Chairperson | 20 | Narrative Disclosure to Summary Compensation Table | 74 |
| Executive Sessions | 20 | Grants of Plan-Based Awards Table | 76 |
| Committees of the Board | 21 | Narrative Disclosure to Grants of Plan-Based Awards Table | 76 |
| Risk Oversight | 25 | Outstanding Equity Awards at Fiscal Year-End Table | 77 |
| Data Privacy and Cybersecurity Risk Oversight | 27 | Option Exercises and Stock Vested | 77 |
| Corporate Social Responsibility | 28 | Non-Qualified Deferred Compensation | 77 |
| ESG Oversight | 30 | Non-Qualified Deferred Compensation Table | 78 |
| Talent Management Oversight and Succession Planning | 31 | Potential Payments upon Termination or Change of Control | 79 |
| Diversity, Equity and Inclusion | 31 | Narrative Discussion on Potential Payments upon Termination or Change of Control | 79 |
| Our Director Nominations Process | 32 | Pay Versus Performance | 83 |
| Board Size Considerations | 34 | Chief Executive Officer Pay Ratio | 86 |
| Director Education | 34 | INFORMATION REGARDING EQUITY COMPENSATION PLANS | 88 |
| Director Evaluation | 34 | Equity Compensation Plan Information | 88 |
| Expectations of our Directors | 35 | PROPOSAL–2 - ADVISORY VOTE ON EXECUTIVE COMPENSATION | 89 |
| Shareholder Engagement | 35 | PROPOSAL–3 – INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 90 |
| Shareholder Communications with Board | 35 | Ratification of Independent Registered Public Accounting Firm | 90 |
| Complaint Procedure | 36 | Fees of Independent Registered Public Accounting Firm | 90 |
| Shareholding Guideline for Non-Employee Directorsand NEOs | 36 | Policy on Audit Committee Pre-Approval of Audit and Permitted Non-Audit Services | 90 |
| Review and Approval of Related Party Transactions | 36 | REPORT OF THE AUDIT COMMITTEE | 91 |
| Delinquent Section 16(a) Insider Reports | 37 | COMMONLY ASKED QUESTIONS AND ANSWERS | 93 |
| DIRECTORS' COMPENSATION | 38 | FUTURE SHAREHOLDER PROPOSALS | 97 |
| Directors' Compensation | 38 | INTERNET VOTING | 97 |
| Non-Employee Director Incentive Program | 38 | OTHER MATTERS | 97 |
| Director Compensation Table | 39 | ||
| EXECUTIVE OFFICERS | 40 | ||
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.