Item 1.01 Entry into a Material Definitive Agreement.
On May 27, 2020, Louisiana-Pacific Corporation (the "Company") entered into an
amendment (the "Second Amendment") to its existing credit agreement, dated as of
June 27, 2019 (as amended, the "Credit Agreement"), among the Company, as
borrower, the guarantors from time to time party thereto, American AgCredit, PCA
(the "Agent"), as Administrative Agent and Sole Lead Arranger, the lenders from
time to time party thereto and CoBank, ACB, as letter of credit issuer. The
Second Amendment modified Section 6.05(c) of the Credit Agreement to disregard,
for purposes of the Company's representations and warranties included in the
Credit Agreement, the impacts of the ongoing COVID-19 pandemic on the Company's
business, operations or financial conditions that were disclosed to lenders or
otherwise publicly available in the Company's filings with the Securities and
Exchange Commission prior to the First Amendment Effective Date (as defined in
the Credit Agreement).
The foregoing description of the Second Amendment is qualified in its entirety
by reference to the Second Amendment, a copy of which is filed as Exhibit 10.1
hereto and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its 2020 annual meeting of stockholders on May 22, 2020 (the
"Annual Meeting"), at which a total of 103,963,224 shares of the Company's
common stock, out of a total of 112,169,099 shares of the Company's common stock
outstanding and entitled to vote, were present in person or represented by
proxies. The final results for the proposals submitted for a vote of
stockholders at the Annual Meeting are set forth below. The proposals below are
described in more detail in the Company's definitive proxy statement for the
Annual Meeting, filed with the SEC on April 9, 2020.
The following proposals were voted on at the Annual Meeting:
a) To elect the following individuals to serve as directors of the Company until
the 2023 Annual Meeting of Shareholders. The results of the election of the
nominees were as follows:
Director Nominee For Against Abstentions Broker Non-Votes
Kurt M. Landgraf 95,775,382 1,733,194 922,726 5,531,922
Stephen E. Macadam 97,177,570 234,396 1,019,336 5,531,922
b) To ratify the appointment of Deloitte & Touche LLP as the Company's
independent registered public accounting firm for the fiscal year ending
December 31, 2020. The voting results were as follows:
For Against Abstentions Broker Non-Votes
101,226,762 1,821,605 914,857 N/A
c) To approve, on a non-binding, advisory basis, the Company's named executive
officer compensation. The voting results were as follows:
For Against Abstentions Broker Non-Votes
95,005,651 2,304,485 1,121,166 5,531,922
Item 9.01 Financial Statements and Exhibits.
Exhibit
Number Description
Second Amendment to Amended and Restated Credit Agreement, dated
May 27, 2020, among the Company, as borrower, American AgCredit PCA,
as administrative agent, CoBank, ACB, as letter of credit issuer and
10.1 lenders and voting participants party thereto.
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