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DEF 14A 1 tm223613-1_def14a.htm DEF 14A tm223613-1_def14a - none - 15.2344233s

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

SCHEDULE 14A
(RULE 14a-101)
Information Required in Proxy Statement
Schedule 14A Information

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

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 Pursuant to §240.14a-12

CATCHMARK TIMBER TRUST, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement if other than Registrant)

Payment of Filing Fee (Check the appropriate box):

☒

No fee required.

☐

Fee paid previously with preliminary materials.

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

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LETTER FROM OUR CHAIRMAN AND
OUR CEO

5 Concourse Parkway, Suite 2650
Atlanta, Georgia 30328

April 15, 2022

DEAR STOCKHOLDER:

You are invited to attend the Annual Meeting of Stockholders of CatchMark Timber Trust, Inc. (the “annual meeting”), on Tuesday, June 14, 2022 at 10:00 a.m., Eastern Time, which will be held virtually again this year. Stockholders can access the annual meeting online at the following link: www.meetnow.global/MDLTVTX. To participate in the annual meeting, stockholders of record must enter their 14-digit control number, which can be found on your Notice Regarding the Availability of Proxy Materials or proxy card. Additional instructions for attending the annual meeting are included in the proxy statement.

2021 Company Performance

In 2021, we continued to execute our strategy of owning and operating prime timberlands in leading mill markets — 100% of our timberlands are located in the top seven U.S. markets with 63% in the top three markets. We also optimized harvest operations through delivered wood sales, which comprised 72% of our total timber sales volume in 2021, as well as opportunistic stumpage sales. During the year, we achieved our operating performance targets and further improved our capital position and leverage profile. Our fiber supply agreements, delivered wood model and opportunistic stumpage sales were primary performance drivers, generating stable and predictable cash flows. These revenues combined with proceeds from opportunistic land sales and asset management fees were used to cover recurring dividends to our stockholders. We continued to actively manage our timberlands to achieve an optimum balance among biological timber growth, current harvest cash flow, and responsible environmental stewardship.

We also made significant progress in furthering our long-term strategic objectives, including completing two large dispositions under our capital recycling program for a total of 23,100 acres. We also exited the Triple T joint venture, which we believe was the best course of action to support long-term growth in light of our position in the Triple T capital structure. We used the net proceeds from these transactions to pay down

$142.7 million of outstanding debt. Together, these initiatives helped simplify our business model by focusing on our core portfolio in the U.S. South, strengthened our balance sheet, and positioned the company for future growth.

Commitment to Environmental, Social and Governance (ESG) Best Practices

Environmental stewardship is essential to ensuring the long-term biodiversity, productivity and viability of our timberlands, which is the very basis of generating durable cash flows and creating stockholder value. We continued to practice conscientious forest management, maintaining Sustainable Forestry Initiative certification on 100% of our fee timberlands. Our concerted approach to stewardship extends to contractor certifications; wildlife, soil and water conservation; fire management; and chemical usage. We also consider the impact of corporate and timberland-level operations on the well-being of employees, contractors, suppliers and the communities in which we operate, striving to provide a healthy and safe environment.

We published our inaugural ESG Report in 2021 detailing our deep commitment to meeting the highest standards of environmental stewardship, social responsibility, and corporate governance. We also published our first Carbon Report, which detailed our estimates of our carbon storage, sequestration, and emissions in determining an overall positive net carbon impact. We look forward to working with our investors and other stakeholders to gain their perspectives and will consider their contributions as we further develop our ESG program and our framework for ESG reporting.

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Letter from Our Chairman and Our CEO

Annual Meeting Proposals

At the 2022 annual meeting, we will be asking you to consider and vote on three proposals, including:

•

the election of six director nominees to serve for a one-year term;

•

the approval, on an advisory basis, of the compensation we paid our named executive officers; and

•

the ratification of the selection by our Audit Committee of our independent auditors.

Our board of directors is furnishing the accompanying proxy statement to provide relevant information to

you in connection with the board’s solicitation of proxies to be voted at the annual meeting. The proxies also may be voted at any adjournments or postponements of the annual meeting.

It is important that your shares be represented at the annual meeting regardless of the number of shares of our common stock that you own. Whether or not you plan to attend, you can ensure your shares are represented at the annual meeting by promptly voting online, by phone or by mail.

We look forward to receiving your vote and your participation in the annual meeting.

Sincerely,

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Douglas D. Rubenstein
Chairman of the Board

Brian M. Davis
Chief Executive Officer and President

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NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS

TO THE STOCKHOLDERS OF CATCHMARK TIMBER TRUST, INC.:

Notice is hereby given that the 2022 Annual Meeting of Stockholders of CatchMark Timber Trust, Inc. will be held virtually on Tuesday, June 14, 2022 at 10:00 a.m., Eastern Time.

WHEN

VIRTUAL MEETING

RECORD DATE

Tuesday, June 14, 2022
10:00 a.m., Eastern Time

www.meetnow.global/MDLTVTX

April 7, 2022

The annual meeting will be held for the purpose of:

	•			Considering and voting upon a proposal to elect the six director nominees named in this proxy statement to serve until the 2023 annual meeting of stockholders and until their respective successors are duly elected and qualify;
	•			Considering and voting upon a proposal to approve, on an advisory basis, the compensation of our named executive officers;
	•			Ratifying the appointment of Deloitte & Touche LLP as our independent auditors for the fiscal year ending December 31, 2022; and
	•			Transacting any other business that may properly come before the annual meeting or any adjournment or postponement thereof.

Our board of directors has selected the close of business on April 7, 2022 as the record date for determining stockholders entitled to notice of and to vote at the annual meeting. The Notice Regarding the Availability of Proxy Materials or this notice and the accompanying proxy statement and proxy card are first being mailed or made available to you on or about April 22, 2022.

Whether or not you plan to attend the annual meeting and vote at such time, we urge you to have your vote recorded as early as possible. Stockholders have the following three options for submitting their votes by proxy: (1) online; (2) by phone; or (3) by mail, using the enclosed proxy card (if you received a paper copy of the proxy materials).

Your Vote Is Very Important!

Your immediate response will help avoid potential delays and may save us significant additional expenses associated with soliciting stockholder votes.

				By Order of the Board of Directors,
	Atlanta, Georgia April 15, 2022			Lesley H. Solomon General Counsel and Secretary

	Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on June 14, 2022
	The Notice of Annual Meeting, Proxy Statement, form of proxy card, and 2021 Annual Report to Stockholders are available at www.catchmark.com/proxy

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	PROXY STATEMENT SUMMARY					1
	CORPORATE GOVERNANCE					7
	Selecting Director Nominees and Board Refreshment					7
	Director Independence					8
	Meetings of Independent Directors					9
	Board Leadership Structure					9
	Risk Oversight					9
	Board and Committees Self-Evaluation					10
	Corporate Governance Guidelines					10
	Code of Business Conduct and Ethics					10
	Related Person Transactions Policy					10
	Independent Director Compensation Program					11
	Stock Ownership Guidelines for Independent Directors					12
	Prohibition on Hedging and Pledging					12
	Communications with Our Board of Directors

SEC Form DEF 14A filed by CatchMark Timber Trust Inc.