LOUISIANA-PACIFIC CORP
For the period ended May 10, 2024. Filed Mar 27, 2024.
View on SEC.govAbout this filing
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 10, 2024 · Filed Mar 27, 2024
Contents
PROXY SUMMARY
| | PROXY SUMMARY | | | |
|---|
Louisiana-Pacific Corporation, a Delaware corporation (“LP”), is soliciting proxies on behalf of its Board of Directors (“Board”) to be voted at the 2024 Annual Meeting of Stockholders (including any postponement, adjournment or recess of the meeting). The proxy statement and related proxy materials are first being furnished to stockholders and made available on the Internet beginning on or around March 27, 2024, or mailed beginning on or around the same date to those stockholders who have previously requested printed materials.
MEETING INFORMATION
| | | | | | | | | | | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | DATE AND TIME | | | PLACE | | | RECORD DATE | | | VOTING | | | ADMISSION | |
| | Friday, May 10, 2024 at 7:30 a.m. Central Time | | | Virtually via live audio webcast at http://www.virtualshare holdermeeting.com/LPX2024 | | | March 12, 2024 | | | Stockholders as of the record date are entitled to vote. Each share of Common Stock is entitled to one vote on each matter to be acted upon at the meeting. | | | Attend by entering the 16-digit voting control number found on your proxy card, Notice of Internet Availability of Proxy Materials or voting instruction form. | |
PROPOSALS AND BOARD RECOMMENDATIONS
| | PROPOSAL 1 FOREach Nominee | | | ELECTION OF THREE CLASS III DIRECTORS » Your vote is requested to elect three Class III director nominees to the Board, all of whom currently serve as directors of L.P. Each director nominee is a proven leader who has demonstrated a commitment to upholding LP’s core values. » See page 5 for more information. | |
|---|---|---|---|---|---|
| | PROPOSAL 2 FOR | | | RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS LP’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2024 » Your vote is requested to ratify the appointment of Deloitte & Touche LLP as LP’s independent registered public accounting firm for 2024. Deloitte & Touche LLP has served as LP’s independent registered public accounting firm since 1997. In making the determination to appoint Deloitte & Touche LLP for 2024, the Finance and Audit Committee of the Board (the “Audit Committee”) considered, among other factors, the independence and performance of Deloitte & Touche LLP, and the quality and candor of Deloitte & Touche LLP’s communications with the Audit Committee and LP’s management. » See page 32 for more information. | |
| | PROPOSAL 3 FOR | | | APPROVAL, ON A NON-BINDING, ADVISORY BASIS, OF NAMED EXECUTIVE OFFICER COMPENSATION » Your vote is requested to approve, on a non-binding, advisory basis, the compensation of our named executive officers. Our executive compensation program aligns the compensation of our named executive officers with our performance through the business cycle as well as their individual performance. » See page 36 for more information. | |
BUSINESS OVERVIEW
LP is a leading provider of high-performance building solutions that meet the demands of builders, remodelers, and homeowners worldwide. Serving the new home construction, repair and remodeling, and outdoor structures markets, we have leveraged our expertise to become an industry leader known for innovation, quality, reliability, and sustainability. The principal customers for our building solutions are retailers, wholesalers, and home building and industrial businesses in North America and South America, with limited sales to Asia, Australia, and Europe. Since our founding in 1972, LP has been Building a Better World™ by helping customers construct beautiful, durable homes.
From our sustainable forestry practices to the way we protect the health, safety and well-being of our team members, we work to ensure that LP contributes to better, more efficient and more resilient building products and, in turn, a better world for all.
OUR LOCATIONS
BOARD OF DIRECTORS
| · · · · · · · DIRECTOR SINCE · · · · · · BOARD COMMITTEES · | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · NAME · · · AGE · · · INDEPENDENT · · · AC · · · CC · · · GC · · · EC · | |||||||||||||||||||||||
| · Class III Directors to Be Elected for a Three-Year Term Expiring at the 2027 Annual Meeting · | |||||||||||||||||||||||
| | F. NICHOLAS GRASBERGER III Chairman and Chief Executive Officer of Enviri Corporation | | | 60 | | | 2019 | | | | | | | | | | | | | ||||
| | OZEY K. HORTON, JR. Director Emeritus of McKinsey & Company | | | 73 | | | 2016 | | | | | | | | | | | | | | |||
| | W. BRADLEY SOUTHERN Chairperson of the Board and Chief Executive Officer of LP | | | 64 | | | 2017 | | | | | | | | | | | | | | | | |
| | Class I and II Directors Continuing in Office | | |||||||||||||||||||||
| | JOSE A. BAYARDO Senior Vice President and Chief Financial Officer of NOV Inc. | | | 52 | | | 2021 | | | | | | | | | | | | | | |||
| | TRACY A. EMBREE President of Otis Americas | | | 50 | | | 2016 | | | | | | | | | | | | | | |||
| | LIZANNE C. GOTTUNG Retired EVP-Senior Adviser to the CEO/Chair of Kimberly-Clark Corporation | | | 67 | | | 2006 | | | | | | | | | | | | | ||||
| | STEPHEN E. MACADAM Retired Chief Executive Officer of EnPro Industries, Inc. | | | 63 | | | 2019 | | | | | | | | | | | | |||||
| | DUSTAN E. MCCOY Retired Chairman and Chief Executive Officer of Brunswick Corporation | | | 74 | | | 2002 | | | | | | | | | | | | | ||||
AC = Audit Committee CC = Compensation Committee GC = Governance Committee EC = Executive Committee
= Chair = Committee member
BOARD AND GOVERNANCE HIGHLIGHTS
| | STRONG INDEPENDENT OVERSIGHT | | | » 7 of our 8 directors are independent (all except Mr. Southern, our Chief Executive Officer). » All members of the standing committees of the Board are independent (except for the Executive Committee, chaired by Mr. Southern). » Executive sessions scheduled for each quarterly Board meeting. | |
|---|---|---|---|---|---|
| | COMMITMENT TO BOARD EFFECTIVENESS | | | » Limits on other directorships (i.e., no overboarding). » Each director attended at least 75% of all Board and applicable committee meetings. » Annual Board and committee self-evaluation. » New director orientation and ongoing educational opportunities. » Regular review of succession planning. » Mandatory retirement following a director’s 75th birthday. | |
| | ALIGNMENT WITH STOCKHOLDERS’ INTERESTS | | | » Majority voting standard for uncontested election of directors. » Policy to address resignation of director nominees who fail to receive majority vote in uncontested election of directors. » Stock ownership guidelines for directors and executive officers. » Directors, executive officers, and certain employees prohibited from hedging activities and pledging activities, in each case unless otherwise approved in writing. | |
SUSTAINABILITY AT LP
Throughout our more than 50-year history, we have integrated sustainability practices across our operations—from the way we manage forests and pursue environmental sustainability in our products to the way we support our team members and engage with our communities.
| | GOVERNANCE | | | At LP, we are committed to doing the right thing, always. Our purpose-driven corporate governance practices help foster accountability, integrity, and transparency as we strive to create innovative, sustainable products and deliver value for our customers, team members, stockholders, communities, and other key stakeholders. | |
|---|---|---|---|---|---|
| | PEOPLE | | | We work every day to foster a safe, inclusive environment where every LP team member can grow, thrive, and belong. We provide competitive pay and comprehensive benefits, empowering our team members to take care of themselves and their families. At LP, we believe that by building and developing a more diverse, engaged, and highly skilled workforce, we are also building a better, more sustainable, and more competitive company—because when our people thrive, our company thrives. | |
| | ENVIRONMENT | | | At LP, environmental stewardship is at the heart of our business. We strive to responsibly manage our environmental footprint from product innovation and sourcing to manufacturing and all the way through product installation and end-use. Our efficiently made, responsibly sourced, and carbon-negative products mean that we are not only stewards of the environment, but also part of the climate solution. | |
| | PRODUCTS | | | For a half century, we have built our reputation on innovative, high-quality building products designed for performance and engineered to last longer. Every LP building product begins with sustainably sourced fiber and our thoroughly tested product formulas. Our reliable, state-of-the-art manufacturing processes incorporate rigorous safety standards and relentless quality testing to consistently produce carbon-negative products that withstand the test of time. | |
| | COMMUNITY | | | The way we live, work, and interact within our communities is guided by our respect for the interconnectedness we share as community members. LP and our team members engage with our neighbors—Indigenous peoples, veterans, youth, educators, nonprofits, and more—listening to their hopes and history and collaborating to support their needs. | |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.