Weyerhaeuser Company (WY) Proxy filing summary

Executive summary

• Achieved multi-year targets set in 2021 and launched a new growth strategy through 2030, focusing on sustainable forestry, land management, and wood products manufacturing.

• Returned $766 million in cash to shareholders, increased dividend by 5%, and completed $469 million in timberlands acquisitions in 2025.

• Generated $324 million in net earnings, $1.0 billion in Adjusted EBITDA, and $562 million in net cash from operations for 2025.

• Advanced Climate Solutions business, exceeding $100 million Adjusted EBITDA goal, and launched a biocarbon business.

• Maintained strong ESG ratings, including an AA rating from MSCI ESG for the fourth consecutive year.

Voting matters and shareholder proposals

• Shareholders will vote on the election of 11 directors, advisory approval of named executive officer compensation, and ratification of KPMG LLP as independent auditors for 2026.

• Proxy access allows eligible shareholders to nominate directors in the company’s proxy statement.

• Shareholders holding at least 25% of shares can call special meetings.

Board of directors and corporate governance

• 10 of 11 directors are independent; board chair and CEO roles are separate.

• Board committees (Audit, Compensation, Governance and Corporate Responsibility, Executive) are composed exclusively of independent directors.

• Board diversity: 36% diverse by gender or race; average tenure 10.35 years, average age 65.

• Annual board and committee self-evaluations and director education are emphasized.

• Directors are limited to serving on three other public company boards.