MWV » Topics » Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

This excerpt taken from the MWV 10-Q filed May 5, 2006.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

  (a) The Annual Meeting of Stockholders of MeadWestvaco Corporation was held on April 25, 2006.

 

  (b) The directors named in the Proxy Statement were elected to three-year terms expiring in 2009, with the following results:

 

     FOR    WITHHELD

James G. Kaiser

   161,621,089    2,853,355

Richard B. Kelson

   161,618,711    2,855,733

John A. Krol

   161,614,286    2,860,158

John A. Luke, Jr.

   156,956,612    7,517,832

Directors whose terms of office continue: Michael E. Campbell, Dr. Thomas W. Cole, Jr., Susan J. Kropf, Douglas S. Luke, Robert C. McCormack, Timothy H. Powers, Edward M. Straw, Jane L. Warner.

 

  (c) The appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm was ratified by a vote of 162,646,746 shares in favor, 774,949 shares in opposition and 1,052,749 shares in abstention.

 

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  (d) The proposal to amend the company’s Amended and Restated Certificate of Incorporation in order to phase out the present three-year staggered terms of our directors and to provide instead for the annual election of all directors was approved by 161,818,723 shares in favor, 1,469,155 shares in opposition and 1,186,566 shares in abstention.

 

  (e) The proposal to amend the company’s Amended and Restated Certificate of Incorporation to provide for the removal of the 75% super majority vote requirement for the removal of a director prior to the expiration of his or her term was approved by 162,096,758 shares in favor, 1,167,850 shares in opposition and 1,209,836 shares in abstention.

 

  (f) The proposal from a stockholder recommending an amendment to the Company’s governance documents (certificate of incorporation or bylaws) to provide that director nominees shall be elected by the affirmative vote of the majority of votes cast at an annual meeting of shareholders was not approved by 95,670,316 shares in opposition, 49,915,557 shares in favor and 4,570,567 shares in abstention.
This excerpt taken from the MWV 10-Q filed Aug 4, 2005.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

(a) The Annual Meeting of Stockholders of MeadWestvaco Corporation was held on April 26, 2005.

 

(b) The directors named in the Proxy Statement were elected to three-year terms expiring in 2008, with the following results:

 

     FOR

   WITHHELD

Michael E. Campbell

   178,839,756    6,854,357

Dr. Thomas W. Cole, Jr.

   181,392,887    4,301,226

Duane E. Collins

   177,463,479    8,230,634

Susan J. Kropf

   181,473,817    4,220,296

J. Lawrence Wilson

   182,086,480    3,607,633

 

Directors whose terms of office continue: James G. Kaiser, Richard B. Kelson, John A. Krol, John A. Luke, Jr., Douglas S. Luke, Robert C. McCormack, Jane L. Warner.

 

(c) The appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm was ratified by a vote of 183,292,046 shares in favor, 1,366,927 shares in opposition and 1,035,140 shares in abstention.

 

(d) The MeadWestvaco Corporation 2005 Performance Incentive Plan was approved by 140,742,578 shares in favor, 24,412,635 shares in opposition and 1,354,736 shares in abstention. There were 19,184,164 broker non-votes.

 

(e) To consider a proposal from a stockholder recommending that our board of directors amend the governance documents (certificate of incorporation or bylaws) of the company to provide that director nominees shall be elected by the affirmative vote of the majority of the votes cast at an annual meeting of stockholders. Our stockholders voted against this proposal with 81,313,908 shares in favor, 82,949,405 votes against and 2,246,636 shares in abstention. There were 19,184,164 broker non-votes.

 

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MEADWESTVACO CORPORATION

and Consolidated Subsidiary Companies

 

Item 6. EXHIBITS

 

(a) Exhibits

 

(10.1 )    MeadWestvaco Corporation 2005 Performance Incentive Plan (Filed as Annex D to the registrant’s definitive proxy statement filed March 23, 2005 and incorporated herein by reference.)
(31.1 )    Rule 13a-14(a) Certification by Chief Executive Officer
(31.2 )    Rule 13a-14(a) Certification by Chief Financial Officer
(32.1 )    Section 1350 Certification by Chief Executive Officer
(32.2 )    Section 1350 Certification by Chief Financial Officer

 

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MEADWESTVACO CORPORATION

and Consolidated Subsidiary Companies

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

MEADWESTVACO CORPORATION

(Registrant)

August 4, 2005

 

/s/ E. Mark Rajkowski


E. Mark Rajkowski

Senior Vice President and

Chief Financial Officer

 

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LOGO

 

MeadWestvaco Corporation

World Headquarters

One High Ridge Park

Stamford, Connecticut 06905

www.meadwestvaco.com

This excerpt taken from the MWV 10-K filed Mar 16, 2005.

Item 4. Submission of matters to a vote of security holders

 

There were no matters submitted to a vote of security holders of MeadWestvaco, through the solicitation of proxies or otherwise, during the fourth quarter of 2004.

 

Executive officers of the registrant

 

The following table sets forth certain information concerning the executive officers of MeadWestvaco:

 

Name


   Age*

  

Present position


   Year in which
service in present
position began


John A. Luke, Jr.**

   56    Chairman and Chief Executive Officer    2002

James A. Buzzard

   50    President    2003

E. Mark Rajkowski

   46    Senior Vice President and Chief Financial Officer    2004

Linda V. Schreiner

   45    Senior Vice President    2002

Mark T. Watkins

   51    Senior Vice President    2002

Wendell L. Willkie, II

   53    Senior Vice President, General Counsel and Secretary    2002

Daniel J. McIntyre

   51    Vice President    2003

Robert E. Birkenholz

   44    Treasurer    2004

John E. Banu

   57    Controller    2002

* As of March 1, 2005
** Director of MeadWestvaco

 

MeadWestvaco’s officers are elected by the Board of Directors annually for one-year terms.

 

John A. Luke, Jr., President and Chief Executive Officer 2002-2003, Chairman of the Board, Chief Executive Officer and President of Westvaco 1996-2002;

 

James A. Buzzard, Executive Vice President 2002-2003, Executive Vice President of Westvaco, 2000-2002, Senior Vice President, 1999, Vice President, 1992-1999;

 

E. Mark Rajkowski, Vice President, Eastman Kodak Company and General Manager Worldwide Operations for Kodak’s Digital and Film Imaging Systems Business, 2003-2004; Chief Operating Officer of Eastman Kodak’s Consumer Digital Business, 2003; Vice President, Finance of Eastman Kodak 2001-2002; Corporate Controller of Eastman Kodak 1998-2001.

 

Linda V. Schreiner, Senior Vice President of Westvaco 2000-2002, Manager of Strategic Leadership Development 1999-2000, Senior Manager of Arthur D. Little, Inc. 1998-1999, Vice President of Signet Banking Corporation 1988-1998;

 

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Mark T. Watkins, Vice President of Mead 2000-2002, Vice President, Human Resources and Organizational Development of the Mead Paper Division 1999, Vice President, Michigan Operations of Mead Paper Division 1997;

 

Wendell L. Willkie, II, Senior Vice President and General Counsel of Westvaco 1996-2002;

 

Daniel J. McIntyre, Vice President, Public Policy of Pharmacia, Inc. 2000-2003, Vice President, Public Policy and Communications, Bayer Corporation, Pharmaceutical Division 1994-2000.

 

Robert E. Birkenholz, Assistant Treasurer 2003-2004; Assistant Treasurer, Amerada Hess Corporation 1997-2002;

 

John E. Banu, Vice President of Westvaco 1999-2002, Comptroller 1995-1999.

 

There are no family relationships among executive officers or understandings between any executive officer and any other person pursuant to which the officer was selected as an officer.

 

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Part II

 

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