LOUISIANA-PACIFIC CORP
For the period ended May 1, 2026. Filed Mar 20, 2026.
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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 1, 2026 · Filed Mar 20, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐
Preliminary Proxy Statement
☐
Confidential, for Use of the Commission only (as permitted by Rule 14a-6(e)(2))
☒
Definitive Proxy Statement
☐
Definitive Additional Materials
☐
Soliciting Material under §240.14a-12
Louisiana-Pacific Corporation
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
☒
No fee required.
☐
Fee paid previously with preliminary materials.
☐
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1)
and 0-11.
LETTER FROM OUR
CHAIRPERSON
| | March 20, 2026 | | | Dear Stockholder: “In 2025, LP’s Siding business delivered 8% net sales growth, achieving another record year despite a softening housing market. LP® SmartSide® ExpertFinish® Trim & Siding—LP’s premier prefinished siding line—outperformed, with volume growth of 18% and price increases of 9%. These gains, together with improved operational efficiency, drove margin expansion, with the Siding business ending the year at a 26% Adjusted EBITDA margin**.” On behalf of the Board of Directors of Louisiana-Pacific Corporation (“LP”), thank you for your investment and continued confidence in LP. I cordially invite you to attend our 2026 Annual Meeting of Stockholders. This year’s Annual Meeting of Stockholders will be held virtually on May 1, 2026 at 7:30 a.m. Central Time via live audio webcast at http://www.virtualshareholdermeeting.com/LPX2026. At this year’s meeting, you will be asked to vote on: » the election of three Class II directors, » the ratification of the appointment of LP’s independent registered public accounting firm for 2026, and » the approval, on a non-binding, advisory basis, of named executive officer compensation. Our Board of Directors unanimously recommends a vote “FOR” each of the director nominees, and “FOR” Proposals 2 and 3. Action may also be taken on any other matters that may properly come before the meeting. Regardless of the number of shares you own, your vote is important. Whether or not you expect to attend the meeting, we urge you to vote promptly according to the instructions in the Notice of Internet Availability of Proxy Materials, proxy card or voting instruction form you received. | |
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| | | | | Sincerely, | |
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| | | | | F. NICHOLAS GRASBERGER III Chairperson of the Board of Directors | |
Includes share repurchases ($61M) and cash dividends ($78M).
This is a non-GAAP financial measure and is calculated as Siding Adjusted EBITDA divided by net sales for the Siding business. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” in our Form 10-K for the year ended December 31, 2025 for more information about our use of non-GAAP financial measures.
| | NOTICE OF ANNUAL MEETING OF STOCKHOLDERS | | | |
|---|
March 20, 2026
Nashville, Tennessee
Annual Meeting Date & Time:
Friday, May 1, 2026
7:30 a.m. Central Time
Place:
Via live audio webcast at http://www.virtualshareholdermeeting.com/LPX2026
Items of Business:
The 2026 Annual Meeting of Stockholders will be held for the following purposes:
| · · · · Agenda · · · Board Recommendations · · · Page · | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | Proposal 1 | | | To elect three Class II directors; | | | | | FOR | | | 4 | |
| | Proposal 2 | | | To ratify the appointment of Deloitte & Touche LLP as LP’s independent registered public accounting firm for 2026; | | | | | FOR | | | 34 | |
| | Proposal 3 | | | To approve, on a non-binding, advisory basis, named executive officer compensation; and | | | | | FOR | | | 38 | |
To transact such other business as may properly come before the Annual Meeting or any postponement, recess or adjournment thereof.
Who May Vote:
Only stockholders of record at the close of business on March 3, 2026 are entitled to notice of, and to vote at, the 2026 Annual Meeting of Stockholders.
Review Your Proxy Statement and Vote in One of Four Ways:
| | VIA THE INTERNET | | | BY MAIL | | | BY TELEPHONE | | | DURING THE MEETING | |
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Whether or not you expect to attend the virtual Annual Meeting of Stockholders, please vote as soon as possible according to the instructions in the Notice of Internet Availability of Proxy Materials or voting instruction form you received or, if you requested a paper copy of the proxy statement, on your enclosed proxy card. You may revoke your proxy by following the instructions listed on pages 91-92 of the proxy statement.
By Order of the Board of Directors,
NICOLE C. DANIEL
Senior Vice President, General Counsel & Corporate Secretary
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 1, 2026
In accordance with the rules of the Securities and Exchange Commission (the “SEC”), we are sending to many of our stockholders a Notice of Internet Availability of Proxy Materials instead of a paper copy of each of this proxy statement and our Annual Report to Stockholders (with our Form 10-K for the year ended December 31, 2025 filed with the SEC (including the financial statements and a list briefly describing the exhibits thereto)) (the “Annual Report to Stockholders”). The Notice of Internet Availability of Proxy Materials contains instructions on how stockholders can access the proxy materials over the Internet as well as how stockholders can receive a paper copy of our proxy materials, including this proxy statement, the Annual Report to Stockholders and a form of proxy card. This proxy statement and related proxy materials are being furnished to stockholders and made available on the Internet on or about March 20, 2026, or mailed on or around the same date to those stockholders who have previously requested printed materials. On written request, LP will provide, without charge, a copy of the Annual Report to Stockholders to any record holder or beneficial owner of LP’s Common Stock on March 3, 2026, the record date for the 2026 Annual Meeting, or to any person who subsequently becomes such a record holder or beneficial owner. Requests should be mailed via first class U.S. postage to: Corporate Affairs, Louisiana-Pacific Corporation, 1610 West End Avenue, Suite 200, Nashville, Tennessee 37203.
NOTE ABOUT FORWARD-LOOKING STATEMENTS
This proxy statement includes estimates, projections and statements relating to our business plans, objectives, and expected operating results that are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements may appear throughout this report and include all statements other than statements of historical or current facts. These forward-looking statements generally are preceded by, followed by or include words like “may,” “will,” “could,” “should,” “believe,” “expect,” “anticipate,” “intend,” “plan,” “seek,” “estimate,” “project,” “target,” “potential,” “continue,” “likely,” or “future,” as well as similar expressions, or the negative or other variations thereof. Forward-looking statements are based upon the beliefs and assumptions of, and on information available to, our management. Factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements include those that are described in the Annual Report to Stockholders and elsewhere in our filings with the SEC. We caution readers not to place undue reliance on forward-looking statements, which speak only as of their dates and are inherently uncertain. We undertake no obligation to revise or update any of the forward-looking statements to reflect subsequent events or circumstances except to the extent required by applicable law.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.