Amendment 1 to 2012Def14A


Washington, D.C. 20549
 
SCHEDULE 14A
 
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. 1)
 
Filed by the Registrant  x
 
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
 
 
 
 
 
 
x
Definitive Additional Materials
 
 
 
 
 
 
¨
Soliciting Material Pursuant to § 240.14a-12
 
 
 
 
POTLATCH 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 the appropriate box):
 
x No fee required.
 
¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
 
1) Title of each class of securities to which transaction applies:
 
2) Aggregate number of securities to which transaction applies:
 
3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
 
4) Proposed maximum aggregate value of transaction:
 
5) Total fee paid
 
¨ Fee paid previously with preliminary materials.
 
¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 
1) Amount Previously Paid:
 
2) Form, Schedule or Registration Statement No.:
 
3) Filing Party:
 
4) Date Filed:





On April 2, 2012, the company filed a definitive proxy statement (the "Proxy Statement") with the Securities and Exchange Commission. As a result of a clerical error, the company inadvertently omitted certain amounts for it named executive officers in the Total ($) column within the Summary Compensation Table (the "Table") on page 39 of the Proxy Statement. The amounts omitted were the 2011 salary lump sum bonuses in lieu of base salary increases of $21,451 for Mr. Covey, $12,339 for Mr. Cremers, $3,750 for Ms. Scott, $9,151 for Mr. Stinnett and $7,916 for Mr. Temple. A minor correction was also made in the "All Other Compensation" column for Lorrie Scott. In all other respects, the Table, footnotes and the narrative description following the Table were correct as filed.

The correct Table as set forth below and the Proxy Statement shall be deemed amended to reflect this change.
2011 Compensation
Summary Compensation Table
The table below sets forth information regarding the compensation for each of our named executive officers for the year 2011 and, where applicable, the years 2010 and 2009. The information contained in the Summary Compensation Table should be viewed together with the “2011 Grants of Plan-Based Awards” table, which includes target levels for annual incentive awards and long-term performance share awards, to obtain the most accurate representation of annual and long-term incentive compensation elements and the total compensation provided to our named executive officers.
Name and Principal Position
Year






Salary
($)(1)




Bonus
($)(2)





Stock Awards ($)(3)




Non-Equity Incentive Plan Compensation ($)(4)
Change in
 Pension Value and
Nonqualified Deferred Compensation Earnings
($)(5)




All Other Compensation
($)(6)






Total
($)
Michael J. Covey
Chairman, President and Chief Executive Officer

2011
2010
2009
736,471
692,103
715,020


---
---
---

1,373,949
1,663,416
1,619,352

715,000
1,126,200
500,500

829,210
543,245
562,333
37,331
43,994
45,602

3,691,961
4,068,957
3,442,807
Eric J. Cremers
Vice President, Finance and Chief Financial Officer

2011
2010
2009

423,639
398,117
411,300


---
---
---

405,102
471,689
460,383

450,000
450,000
350,600
120,894
63,420
50,691

25,628
31,419
24,315

1,425,263
1,414,645
1,297,289
Lorrie D. Scott
Vice President, General Counsel and Corporate Secretary

2011
2010

253,770
114,272


25,000
45,000

264,675
 ---
232,200
100,000

54,211
13,706

236,960
  51,450

1,066,816
   324,428
Brent L. Stinnett
Vice President, Resource
Management Division

2011
2010
2009

314,191
295,263
305,040

---
---
---

324,172
315,300
261,410
233,700
250,000
85,800

123,683
61,298
98,172
24,727
11,072
20,323

1,020,473
   932,933
   770,745
Thomas J. Temple
Vice President, Wood Products Division

2011
2010
2009

271,796
255,422
263,880

--
89,200(7)

 264,675
 256,444
 251,627

152,900
 200,000
---

74,042
37,808
27,689

20,119
13,659
340,592

  783,533
  763,334
  972,988
(1)
This column includes salary paid for the full or partial year the employee worked. Pay cycles changed from semi-monthly to biweekly in August 2010, so the last week or two weeks of salary in 2010 was paid in January 2011. 2011 salary includes lump sum bonuses in lieu of base salary increases of $21,451 for Mr. Covey, $12,339 for Mr. Cremers, $3,750 for Ms. Scott, $9,151 for Mr. Stinnett and $7,916 for Mr. Temple.
(2)
Includes a hiring and relocation bonus paid to Ms. Scott.
(3)
This column shows the aggregate grant date fair value, computed in accordance with FASB Topic 718, of performance shares (at target) and restricted stock units granted in 2009, 2010 and 2011. In accordance with FASB Topic 718, the grant date fair value reported for all restricted stock units was computed by multiplying the number of shares subject to the restricted stock unit award by the closing price of our stock on the grant date. The grant date fair values reported for performance shares were based upon the probable outcome of the TSR condition, which amounts were determined consistent with the estimate of the aggregate compensation cost to be recognized over the performance period d




etermined as of the grant date under FASB Topic 718, excluding the effect of estimated forfeitures. The estimate of the aggregate compensation cost to be recognized over the performance period was determined by using a Monte Carlo simulation model. The assumptions made in connection with this estimate are discussed in Note 15 to our Financial Statements included in our 2011 Form 10-K. Following is the fair value as of the grant date of the performance shares granted to our named executive officers, assuming the highest level of TSR would have been or will be achieved (resulting in settlement of 200% of the shares subject to the award), in each case based on the closing price of our stock on the grant date:
Michael J. Covey
 
2011 Performance Shares
$
2,371,199

2010 Performance Shares
2,369,174

2009 Performance Shares
2,361,960

Eric J. Cremers
 
2011 Performance Shares
542,960

2010 Performance Shares
542,936

2009 Performance Shares
540,189

Lorrie Scott
 
2011 Performance Shares
354,781

2010 Performance Shares
—

Brent L. Stinnett
 
2011 Performance Shares
434,524

2010 Performance Shares
362,925

2009 Performance Shares
306,715

Thomas J. Temple
 
2011 Performance Shares
354,781

2010 Performance Shares
295,179

2009 Performance Shares
295,245

(4)
This column includes the cash awards under our annual incentive plan. Annual awards relating to performance in 2011 were paid in 2012 unless deferred under our Management Deferred Compensation Plan.
(5)
Amounts shown represent the aggregate annual change in the actuarial present value of accumulated pension benefits under all of our defined benefit and actuarial plans. No portion of the amounts shown in this column is attributable to above market or preferential earnings on deferred compensation.
(6)
2011 amounts shown include 401k company match of $10,868 for Mr. Covey, $11,004 for Ms. Scott, $13,350 for Mr. Stinnett and $10,442 for Mr. Temple, allocations under the 401k Plan Supplemental Benefit portion of our Salaried Supplemental Benefit Plan II ($26,312 for Mr. Covey, $15,518 for Mr. Cremers and $11,225 for Mr. Stinnett), and premiums paid for life and accidental death and dismemberment insurance. The amount shown for Mr. Temple in 2009 also includes the following payments and reimbursements made pursuant to our salaried employee relocation program: (i) $54,678 of relocation expenses, (ii) a tax gross-up of $22,351 relating to reimbursed amounts includible in gross income, and (iii) $252,257 in aggregate incremental costs paid by the company in connection with the purchase of Mr. Temple's home and the amount received by the company on the subsequent sale of the house. The amount shown for Ms. Scott in 2010 and 2011 also includes the following payments and reimbursements made pursuant to our salaried employee relocation program: (i) $11,777 of relocation expenses, (ii) a tax gross-up of $6,189 relating to reimbursed amounts includible in gross income, and (iii) $203,268 in aggregate incremental costs paid by the company in connection with the purchase of Ms. Scott's home and the amount received by the company on the subsequent sale of the house.
(7)
Includes a $15,000 relocation bonus.