pch-def14a_20220329.htm

DEF 14A 1 pch-def14a_20220329.htm 2022 PROXY STATEMENT - DEF 14A pch-def14a_20220329.htm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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 Rule 14a-12

POTLATCHDELTIC 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

POTLATCHDELTIC CORPORATION

ANNUAL MEETING OF STOCKHOLDERS

MAY 2, 2022

NOTICE OF ANNUAL MEETING

AND

PROXY STATEMENT

March 29, 2022

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

The Annual Meeting of Stockholders of PotlatchDeltic Corporation will be held online in a virtual-only meeting format on Monday, May 2, 2022, at 9:00 a.m. Pacific Daylight Time. Due to the continued public health impact of the COVID-19 pandemic and to support the health and well-being of our employees and stockholders, we are providing our stockholders with the opportunity to participate in the Annual Meeting online. Stockholders will be able to listen, vote and submit questions from their home or from any remote location that has Internet connectivity. Stockholders may participate online by logging in at www.virtualshareholdermeeting.com/PCH2022. Stockholders will not be able to attend the meeting in person.

We are holding this meeting to:

•	elect the three director nominees named in the proxy statement to PotlatchDeltic Corporation’s Board of Directors;

•	ratify the appointment of KPMG LLP as our independent auditors for 2022;

•	approve, by an advisory vote, named executive officer compensation;

•	approve the PotlatchDeltic Corporation Amended and Restated 2019 Long-Term Incentive Plan to increase the number of shares available for issuance by 1.4 million shares; and

•	transact any other business that properly comes before the meeting.

Your Board of Directors has selected March 11, 2022 as the record date for determining stockholders entitled to notice of the meeting and to vote at the meeting and at any adjournment or postponement.

Your vote is important, so please vote your shares promptly. To vote your shares, please refer to the instructions on the enclosed proxy card or voting instruction form, or review the sections titled “Annual Meeting Information - Voting” and “Instructions for the Virtual Annual Meeting” of the accompanying proxy statement.

By Order of the Board of Directors,

Michele L. Tyler

Vice President, General Counsel & Corporate

Secretary

PotlatchDeltic Corporation
601 West First Avenue, Suite 1600
Spokane, WA 99201-0603	WWW.POTLATCHDELTIC.COM

Important Notice Regarding the Availability of Proxy Materials for
the Company’s Annual Meeting of Stockholders on May 2, 2022

The Annual Meeting on May 2, 2022 at 9:00 a.m. Pacific Daylight Time is available at www.virtualshareholdermeeting.com/PCH2022.

The PotlatchDeltic Corporation Proxy Statement and 2021 Annual Report to Stockholders
are available online at www.proxyvote.com and www.potlatchdeltic.com

TABLE OF CONTENTS

	Page
ANNUAL MEETING INFORMATION	1
PROPOSAL 1 - ELECTION OF DIRECTORS	5
BOARD OF DIRECTORS	6
CORPORATE GOVERNANCE	10
COMPENSATION OF DIRECTORS	20
SECURITY OWNERSHIP	23
AUDIT COMMITTEE REPORT	26
PROPOSAL 2 - RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT AUDITORS FOR 2022	28
COMPENSATION DISCUSSION AND ANALYSIS	29
REPORT OF THE EXECUTIVE COMPENSATION AND PERSONNEL POLICIES COMMITTEE	42
EXECUTIVE COMPENSATION TABLES	43
PROPOSAL 3 - ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION	56
CEO PAY RATIO	57
PROPOSAL 4 - APPROVAL OF POTLATCHDELTIC CORPORATION AMENDED AND RESTATED 2019 LONG-TERM INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES AVAILABLE FOR ISSUANCE BY 1.4 MILLION SHARES	58
GENERAL INFORMATION	64
INSTRUCTIONS FOR THE VIRTUAL ANNUAL MEETING	65
APPENDIX A	67

ANNUAL MEETING INFORMATION

This proxy statement and the enclosed proxy card are being furnished to stockholders of PotlatchDeltic Corporation in connection with the solicitation of proxies by our Board of Directors for use at the 2022 Annual Meeting of Stockholders, which is described below. We expect to mail this proxy statement, the Notice of Meeting, and the form of proxy enclosed, on or about March 29, 2022.

Date, time and place of the meeting

The 2022 Annual Meeting of Stockholders (the “Annual Meeting”) will be held online in a virtual-only meeting format on Monday, May 2, 2022, at 9:00 a.m. Pacific Daylight Time. There will be no physical meeting location.

If you plan to participate in the virtual Annual Meeting, please see the section entitled “Instructions for the Virtual Annual Meeting.” We have worked to offer the same participation opportunities as would be provided at an in-person meeting. Stockholders will be able to listen, vote and submit questions from their home or from any remote location that has Internet connectivity. Stockholders may participate online by logging in at www.virtualshareholdermeeting.com/PCH2022. A replay of the webcast will be available on the Investor Relations page of our website at www.potlatchdeltic.com until May 2, 2023.

A list of the names of stockholders of record entitled to vote at the Annual Meeting will be available for ten days prior to the Annual Meeting at PotlatchDeltic Corporation, Office of the Corporate Secretary, 601 West First Avenue, Suite 1600, Spokane, WA 99201-0603. In addition, the list will be available during the entire time of the Annual Meeting on the virtual annual meeting website at www.virtualshareholdermeeting.com/PCH2022. As always, we encourage you to vote your shares prior to the Annual Meeting.

The purpose of the meeting is to vote upon four proposals. These proposals and the vote required for approval of each proposal are as follows:

Election of Directors. The first proposal requests the election of the three director nominees named in this proxy statement to our Board. Because this is an uncontested election, the affirmative vote of a majority of the common stock present virtually or by proxy at the Annual Meeting and entitled to vote is required to elect each of the nominees for director.

Independent Auditor. The second proposal requests the ratification of the appointment of KPMG LLP as our independent auditors for 2022. The affirmative vote of a majority of the common stock present virtually or by proxy at the Annual Meeting and entitled to vote is required to ratify the appointment of our independent auditors.

Executive Compensation. The third proposal requests a non-binding, advisory vote to approve named executive officer compensation. The affirmative vote of a majority of the common stock present virtually or by proxy at the Annual Meeting and entitled to vote is required to approve, by an advisory vote, named executive officer compensation.

Amended and Restated 2019 Long-Term Incentive Plan. The fourth proposal requests approval of the PotlatchDeltic Corporation Amended and Restated 2019 Long-Term Incentive Plan to increase the number of shares available for issuance by 1.4 million shares. The affirmative vote of a majority of the common stock present virtually or by proxy at the Annual Meeting and entitled to vote is required to approve the amended and restated plan.

The inspector of election will tabulate affirmative and negative votes, abstentions and broker non-votes. Abstentions will have the same effect as negative votes. Broker non-votes (described below under the heading Shares held in “street” or “nominee” name) will not be counted in determining the number of votes necessary for approval.

Recommendation of the Board of Directors

Our Board unanimously recommends that you vote

FOR each director nominee

FOR the ratification of the appointment of KPMG LLP as our independent auditors for 2022

FOR advisory approval of our named executive officer compensation

FOR the approval of the PotlatchDeltic Corporation Amended and Restated 2019 Long-Term Incentive Plan to increase the number of shares available for issuance by 1.4 million shares.

SEC Form DEF 14A filed by PotlatchDeltic Corporation