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LOUISIANA-PACIFIC CORP

For the period ended May 8, 2025. Filed Mar 27, 2025.

View on SEC.gov

About 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 8, 2025 · Filed Mar 27, 2025

LPX$75.36-2.1%Stored close · as of Nov 6, 2026
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Contents

PROXY SUMMARY​

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​PROXY SUMMARY​​​

Louisiana-Pacific Corporation, a Delaware corporation, is soliciting proxies on behalf of its Board of Directors (“Board”) to be voted at the 2025 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, 2025, or mailed beginning on or around the same date to those stockholders who have previously requested printed materials. In this proxy statement, references to “LP,” the “company,” “we,” “us” and “our,” and similar terms, refer to Louisiana-Pacific Corporation and its consolidated subsidiaries, unless the context indicates otherwise.

MEETING INFORMATION

​​​​​​​​​​
​DATE AND TIME​​PLACE​​RECORD DATE​​VOTING​​ADMISSION​
​Thursday, May 8, 2025 7:30 a.m. Central Time​​Virtually via live audio webcast at http://www.virtualshare holdermeeting.com/​LPX2025​​March 10, 2025​​Stockholders as of the close of business on 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 FOREachNominee​​ELECTION OF THREE CLASS I DIRECTORS » Your vote is requested to elect three Class I director nominees to the Board, all of whom currently serve as directors of LP. 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 2025 » Your vote is requested to ratify the appointment of Deloitte & Touche LLP as LP’s independent registered public accounting firm for 2025. 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 2025, 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 35 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 39 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

The following table provides an overview of our three Class I director nominees for election to the Board at the Annual Meeting and our Class II and Class III directors whose terms of office will continue beyond the Annual Meeting.

​ · ​ · ​ · ​ · ​ · ​ · ​ · DIRECTOR SINCE · ​ · ​ · ​ · ​ · ​ · BOARD COMMITTEES · ​
​ · NAME · ​ · ​ · AGE · ​ · ​ · INDEPENDENT · ​ · ​ · AC · ​ · ​ · CC · ​ · ​ · GC · ​ · ​ · EC · ​
​ · Class I Directors to Be Elected for a Three-Year Term Expiring at the 2028 Annual Meeting · ​
​KELLY H. BARRETT Retired Senior Vice President, Home Services of The Home Depot, Inc.​​60​​2025​​​​​​​​​​​​​
​LIZANNE C. GOTTUNG Retired EVP-Senior Adviser to the CEO/Chair of Kimberly-Clark Corporation​​68​​2006​​​​​​​​​​​​
​DUSTAN E. MCCOY Retired Chairman and Chief Executive Officer of Brunswick Corporation​​75​​2002​​​​​​​​​​​​
​Class II and III Directors Continuing in Office​
​JOSE A. BAYARDO President and Chief Operating Officer of NOV Inc.​​53​​2021​​​​​​​​​​​​​
​F. NICHOLAS GRASBERGER III Chairman and Chief Executive Officer of Enviri Corporation​​61​​2019​​​​​​​​​​​​
​OZEY K. HORTON, JR. Director Emeritus of McKinsey & Company​​74​​2016​​​​​​​​​​​​​
​STEPHEN E. MACADAM Retired Chief Executive Officer of EnPro Industries, Inc.​​64​​2019​​​​​​​​​​​
​JEAN-MICHEL RIBIÉRAS Chairman and Chief Executive Officer of Sylvamo Corporation​​62​​2025​​​​​​​​​​​​​
​TY R. SILBERHORN Chief Executive Officer and President of Apogee Enterprises, Inc.​​57​​2025​​​​​​​​​​​​​
​W. BRADLEY SOUTHERN Chairperson of the Board and Chief Executive Officer of LP​​65​​2017​​​​​​​​​​​​​​​

AC = Audit Committee CC = Compensation Committee GC = Governance Committee EC = Executive Committee

= Chair = Committee member

BOARD AND GOVERNANCE HIGHLIGHTS

​STRONG INDEPENDENT OVERSIGHT​​» 10 of our 11 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 are scheduled for each quarterly Board meeting. ​​
​COMMITMENT TO BOARD EFFECTIVENESS​​» Limits on other directorships (i.e., no overboarding). ​ » Each then-current 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. ​ » Retirement following a director’s 75th birthday, unless waived by the Board. ​​
​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 outside directors and executive officers. ​ » Directors, executive officers, and certain employees are prohibited from entering into hedging transactions and from pledging LP securities as collateral for margin and other loans. ​​

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 corporate governance practices are purpose-driven, promoting accountability, integrity, and transparency. We believe by prioritizing innovation and sustainable business practices, we create value for our customers, team members, stockholders, communities, and other key stakeholders.​
​PEOPLE​​We believe that by building a more engaged, skilled and innovative workforce, we are also building a better, more sustainable, and more competitive company—because when our people thrive, our company thrives. We work to foster a safe and inclusive environment where everyone at LP can grow and feel valued, with competitive pay and comprehensive benefits that empower our team members to care for themselves and their families.​
​ENVIRONMENT​​Environmental stewardship is at the heart of LP’s business. We strive to responsibly manage our environmental footprint throughout the entire product life cycle, starting from innovation and sourcing, continuing through manufacturing, and ending with installation and final 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​​Our reputation is built on innovative, high-quality building products designed to perform and engineered for durability. Every LP building product begins with fiber vetted through stringent third-party forest certification standards and our thoroughly tested product formulas. Our reliable, state-of-the-art manufacturing processes incorporate rigorous safety standards and relentless quality testing, to produce longer-lasting, carbon-negative products.​
​COMMUNITY​​Our professional conduct and interactions are shaped by our respect for the communities we share and the land that supports us. Through meaningful collaboration and active engagement, we strive to support our neighbors—Indigenous peoples, local suppliers, veterans, youth, educators, nonprofits, and others.​
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