SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) September 6, 2016
Pope Resources, A Delaware Limited Partnership
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) | 91-1313292 (I.R.S. Employer Identification No.) |
19550 Seventh Avenue NE, Poulsbo, Washington 98370
(Address of principal executive offices) (ZIP Code)
Registrant's telephone number, including area code (360) 697-6626
NOT APPLICABLE
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (SEE General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
INFORMATION TO BE INCLUDED IN THE REPORT
Item 5.02 DEPARTURE AND ELECTION OF DIRECTORS
On September 6, 2016 the registrant announced the election of Sandy D. McDade to the Board of Directors of the Partnership's managing general partner, Pope MGP, Inc.. Mr. McDade replaces J. Thurston Roach, who is retiring as a Director after more than 13 years of service due to reaching mandatory retirement age under the Partnership's governing documents. A copy of that press released is furnished herewith as Exhibit 99.1.
The Partnership’s managing general partner is governed by a shareholders agreement that provides for the election of directors, and Mr. McDade was elected pursuant to this agreement, which also will govern his continuing service on the Partnership’s board. Mr. McDade will serve on the Partnership’s audit committee and human resources committee, which functions as the Partnership’s compensation committee. Mr. McDade will be entitled to participate in the Pope Resources 2005 Unit Incentive Plan and will earn cash compensation in accordance with the Partnership’s standard practices as applicable to non-employee directors.
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS
The information included in Exhibit 99.1 pursuant to Item 9.01 of this Current Report on Form 8-K shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Exhibit No. Description
99.1 Press release of the registrant dated September 6, 2016.
SIGNATURES
Pursuant to the requirements of Section 13 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.
POPE RESOURCES, A DELAWARE LIMITED PARTNERSHIP
DATE: September 6, 2016 BY: /s/ John D. Lamb
John D. Lamb
Vice President and Chief Financial Officer, Pope Resources, A Delaware Limited Partnership, and Pope MGP, Inc., General Partner
Exhibit 99.1
Press Release of the Registrant dated September 6, 2016
 | Contact: John Lamb VP & CFO 360.697.6626 investors@orminc.com |
NEWS RELEASE
FOR IMMEDIATE RELEASE Nasdaq:POPE
POULSBO, Wash.
September 6, 2016
POPE RESOURCES ANNOUNCES CHANGE IN BOARD COMPOSITION
Pope Resources (Nasdaq:POPE) today announced the election of Sandy D. McDade to the Board of Directors of the Partnership’s managing general partner, Pope MGP, Inc.. Mr. McDade replaces J. Thurston Roach, who is retiring as a Director after more than 13 years of service due to reaching mandatory retirement age under the Partnership’s governing documents.
“We are delighted to have Sandy join the Board,” said Director Maria M. Pope, “as his extensive transactional and operational experience with the largest public company in our forest products space will be of great help as we endeavor to continue growing the Partnership. At the same time, we acknowledge the loss of Thurston’s voice in the boardroom, which brought to bear on our behalf his extensive forest products experience, gleaned both as an executive officer at Simpson Investment Company and as a board member of other timber and resource companies. Thurston has served as Chair of our Audit Committee since 2005 and his keen business instincts, wisdom, leadership, and financial acumen have been instrumental in our company’s growth.”
Mr. McDade had a 35-year career with Weyerhaeuser Company where he served in a number of senior legal and business leadership roles, rising to the role of Senior VP and General Counsel before retiring in 2014. In addition to his legal work at Weyerhaeuser that focused on corporate transactions, Mr. McDade served as Vice President, Strategic Planning and President of Weyerhaeuser Canada. He received a B.A. degree from Whitman College and his J.D. from Seattle University. Mr. McDade currently serves as a director on several local Seattle corporate and nonprofit boards.
About Pope Resources
Pope Resources, a publicly traded limited partnership, and its subsidiaries Olympic Resource Management and Olympic Property Group, own or manage 215,000 acres of timberland and development property in Washington, Oregon, and California. We also manage, co-invest in, and consolidate three private equity timber funds, for which we earn management fees. These funds provide an efficient means of investing our own capital in Pacific Northwest timberland while earning fees from managing the funds for third-party investors. The company and its predecessor companies have owned and managed timberlands and development properties for over 160 years. Additional information on the company can be found at www.poperesources.com. The contents of our website are not incorporated into this release or into our filings with the Securities and Exchange Commission.