Edgar Filing: WestRock Co

Form DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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 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)

x	Definitive Proxy Statement

¨	Definitive additional materials

¨	Soliciting material under Rule 14a-12

WESTROCK COMPANY

(Name of Registrant as Specified in 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 the 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

(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:

LOGO

December 22, 2015

To our Stockholders:

It is our pleasure to invite you to attend our annual meeting of stockholders, which is to be held on February 2, 2016 at The Westin Atlanta Perimeter North, 7 Concourse Parkway NE, Atlanta, Georgia 30328. The meeting will begin at 9:00 a.m., local time. The following Notice of 2016 Annual Meeting of Stockholders outlines the business to be conducted at the meeting.

We are using the Internet as our primary means of furnishing proxy materials to stockholders. Accordingly, most stockholders will not receive paper copies of our proxy materials. We will instead send stockholders a notice with instructions for accessing the proxy materials and voting via the Internet. The notice also provides information on how stockholders may obtain paper copies of our proxy materials if they so choose.

Whether or not you plan to attend the annual meeting, please vote as soon as possible to ensure that your shares will be represented and voted at the annual meeting. You may vote via the Internet, by telephone or, if you receive a paper proxy card in the mail, by mailing the completed proxy card. If you attend the annual meeting, you may vote your shares in person even though you have previously voted your proxy.

Very truly yours,

Steven C. Voorhees

Chief Executive Officer and

President

LOGO

NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS

To Be Held on February 2, 2016

TIME:

9:00 a.m., local time, on Tuesday, February 2, 2016.

PLACE:

The Westin Atlanta Perimeter North

7 Concourse Parkway NE

Atlanta, Georgia 30328

ITEMS OF BUSINESS:

(1)

To elect fourteen directors.

(2)

To approve the adoption of the WestRock Company Employee Stock Purchase Plan.

(3)

To approve the adoption of the WestRock Company 2016 Incentive Stock Plan.

(4)

To ratify the appointment of Ernst & Young LLP to serve as the independent registered public accounting firm of WestRock Company.

(5)

To hold an advisory vote on executive compensation.

(6)

To transact any other business that properly comes before the meeting or any adjournment of the annual meeting.

WHO MAY VOTE:

You can vote if you were a holder of Common Stock of record on December 8, 2015.

DATE THESE PROXY

MATERIALS WERE FIRST

MADE AVAILABLE ON

THE INTERNET:

December 22, 2015

INTERNET AVAILABILITY OF PROXY MATERIALS

In accordance with U.S. Securities and Exchange Commission rules, we are using the Internet as our primary means of furnishing proxy materials to stockholders. Consequently, most stockholders will not receive paper copies of our proxy materials. We will instead send stockholders a Notice of Internet Availability of Proxy Materials with instructions for accessing the proxy materials, including our proxy statement and annual report, and voting via the Internet. The Notice of Internet Availability of Proxy Materials also provides information on how stockholders may obtain paper copies of our proxy materials if they so choose.

WESTROCK COMPANY

504 Thrasher Street

Norcross, Georgia 30071

PROXY STATEMENT

FOR ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON FEBRUARY 2, 2016

PROXY SOLICITATION AND VOTING INFORMATION

Why am I receiving these materials?

Our board of directors has made these materials available to you on the Internet or, upon your request, has delivered printed versions of these materials to you by mail, in connection with the solicitation of proxies by the board of directors of WestRock Company (which we refer to as “WestRock”). The proxies will be used at our annual meeting of stockholders to be held on February 2, 2016 (which we refer to as the “annual meeting”). We made these materials available to stockholders beginning on December 22, 2015. Our stockholders are invited to attend the annual meeting and are requested to vote on the proposals described in this proxy statement.

What is included in these materials?

These materials include:

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our proxy statement; and

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our 2015 annual report to stockholders, which includes our audited consolidated financial statements.

If you request printed versions of these materials by mail, these materials will also include the proxy card for the annual meeting.

What am I voting on?

You will be voting on each of the following:

•

The election of fourteen directors.

•

To approve the adoption of the WestRock Company Employee Stock Purchase Plan (which we refer to as the “ESPP”).

•

To approve the adoption of the WestRock Company 2016 Incentive Stock Plan (which we refer to as the “2016 Incentive Stock Plan”).

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The ratification of the appointment of Ernst & Young LLP to serve as our independent registered public accounting firm. We refer to the appointment of Ernst & Young LLP as our independent registered public accounting firm as the “EY Appointment.”

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An advisory vote on executive compensation.

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The transaction of any other business that properly comes before the annual meeting or any adjournment of the annual meeting.

As of the date of this proxy statement, the board of directors knows of no other matters that will be properly brought before the annual meeting.

You may not cumulate your votes for any matter being voted on at the annual meeting, and you are not entitled to appraisal or dissenters’ rights.

Why did I receive a one-page notice in the mail or e-mail notification regarding the Internet availability of proxy materials instead of a full set of proxy materials?

Pursuant to rules adopted by the U.S. Securities and Exchange Commission (which we refer to as the “SEC”), we provide access to our proxy materials over the Internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (which we refer to as the “Notice”) to our stockholders of record and beneficial owners. We are sending the Notice by e-mail to our stockholders who previously chose to receive notices by this method. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice, free of charge, or request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice. In addition, stockholders may request to receive proxy materials electronically by e-mail on an ongoing basis.

What is householding?

Beneficial owners who share a single address may receive only one copy of the Notice or the proxy materials, as the case may be, unless their broker, bank or other nominee has received contrary instructions from any beneficial owner at that address. This practice, known as “householding,” is designed to reduce printing and mailing costs. If any beneficial owner(s) sharing a single address wish to discontinue householding and/or receive a separate copy of the Notice or the proxy materials, as the case may be, or wish to enroll in householding, they should contact their broker, bank or other nominee directly. Alternatively, if any such beneficial owners wish to receive a separate copy of the proxy materials, we will deliver them promptly upon written request to WestRock Company, 504 Thrasher Street, Norcross, Georgia 30071, Attention: Corporate Secretary. We currently do not “household” for our stockholders of record.

How can I get electronic access to the proxy materials?

The Notice provides you with instructions regarding how to:

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view our proxy materials for the annual meeting on the Internet and execute a proxy; and

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instruct us to send future proxy materials to you electronically by e-mail.

If you choose to receive future proxy materials by e-mail, you will receive an e-mail next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by e-mail will remain in effect until you terminate it.

Who may vote?

You may vote if you owned our common stock, par value $0.01 per share (which we refer to as the “Common Stock”), as of the close of business on December 8, 2015, the record date for the annual meeting. As of December 8, 2015, there were 256,972,425 shares of our Common Stock outstanding.

How do I vote?

You have four voting options. You may vote using one of the following methods:

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Over the Internet. We encourage you to vote in this manner.

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By telephone.

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For those stockholders who request to receive a paper proxy card in the mail, by completing, signing and returning the proxy card.

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By attending the annual meeting and voting in person.

The Notice provides instructions on how to access your proxy card, which contains instructions on how to vote via the Internet or by the telephone. For those stockholders who request to receive a paper proxy card in the mail, instructions for voting via the Internet, by telephone or by mail are set forth on the proxy card. Please follow the directions on your proxy card carefully.

May I vote at the annual meeting?

You may vote your shares at the annual meeting if you attend in person. Even if you plan to be present at the annual meeting, we encourage you to vote your shares by proxy. You may vote your shares by proxy via the Internet, by telephone or by mail. Even if you have already voted your shares by proxy, you may change your vote and vote your shares at the annual meeting if you attend in person.

What if my shares are registered in more than one person’s name?

If you own shares that are registered in the name of more than one person, each person must sign the proxy. If an attorney, executor, administrator, trustee, guardian or any other person signs the proxy in a representative capacity, the full title of the person signing the proxy should be given and a certificate should be furnished showing evidence of appointment.

What does it mean if I receive more than one Notice?

It means you have multiple accounts with brokers and/or our transfer agent. Please vote all of these shares. We recommend that you contact your broker and/or our transfer agent to consolidate as many accounts as possible under the same name and address. Our transfer agent is Computershare Investor Services, 211 Quality Circle, Suite 210, College Station, Texas 77845, and may be reached at 1-800-568-3476.

May I change my mind or revoke my proxy after I vote?

You may change your vote at any time before the polls close at the annual meeting. You may do this by using one of the following methods:

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Voting again by telephone or over the Internet prior to 11:59 p.m., E.T., on February 1, 2016.

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Giving written notice to the corporate secretary of the Company.

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Delivering a later-dated proxy.

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Voting in person at the annual meeting.

You may also revoke your proxy before it is voted at the meeting by using one of the methods listed above.

If your shares are held in “street name” (the name of a bank, broker or other nominee), please check your voting instruction form or contact your broker or nominee in order to revoke or change your voting instruction.

How many votes am I entitled to?

You are entitled to one vote for each share of Common Stock you own.

How many votes must be present to hold the annual meeting?

In order for us to conduct the annual meeting, the holders of a majority of the votes entitled to be cast of the Common Stock outstanding as of December 8, 2015 must be present in person or by proxy at the annual meeting. This is referred to as a quorum. Your shares will be counted as present at the annual meeting if you do one of the following:

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Vote via the Internet or by telephone.

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Return a properly executed proxy by mail (even if you do not provide voting instructions).

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Attend the annual meeting and vote in person.

Will my shares be voted if I do not provide my proxy?

Your shares may be voted under certain circumstances if they are held in street name. Banks, brokers and other nominees have the authority under rules of the New York Stock Exchange (which we refer to as the “NYSE”) to vote customers’ unvoted shares on “routine” matters, which include the ratification of the appointment of our independent registered public accounting firm. Accordingly, if a bank, broker or other nominee votes your shares on these matters in accordance with these rules, your shares will count as present at the annual meeting for purposes of establishing a quorum and will count as “for” votes or “against” votes, as the case may be, with respect to all “routine” matters voted on at the annual meeting. If you hold your shares directly in your own name, they will not be counted as present and will not be voted on any matter unless you either vote them directly or provide a proxy. For purposes of the annual meeting, if a bank, broker or other nominee signs and returns a proxy on your behalf that does not contain voting instructions, your shares will count as present at the annual meeting for quorum purposes and will count as an affirmative vote for the EY Appointment, but your bank, broker or other nominee lacks discretionary authority to vote your shares on all other proposals at the annual meeting as they are non-routine matters (“broker non-votes”). Broker non-votes will therefore not be counted for purposes of determining the outcome of any proposal other than ratifying the EY Appointment.

How many votes are needed to elect directors?

To be elected as a director, each nominee will need to receive a majority of the votes cast, which means that the number of votes cast “for” a director must exceed the number of votes cast “against” the director. Abstentions and broker non-votes will have no effect on electing directors.

How many votes are needed to approve the adoption of the ESPP, approve the adoption of the 2016 Incentive Stock Plan, ratify the EY Appointment and approve the advisory vote on executive compensation?

An affirmative vote of the majority of the shares present in person or represented by proxy at the annual meeting and entitled to vote is required to approve the adoption of the ESPP, approve the adoption of the 2016 Incentive Stock Plan, ratify the EY Appointment and approve the non-binding resolution regarding the approval of executive compensation. Abstentions will have the same effect as voting against these proposals because they are considered present and entitled to vote. Broker non-votes will have no effect on these proposals.

How many votes are needed for other matters?

To approve any other matter that properly comes before the annual meeting, the affirmative vote of the majority of the shares present in person or represented by proxy at the annual meeting and entitled to vote is

required. The board of directors knows of no other matters that will be properly brought before the annual meeting. If other matters are properly introduced, the persons named in the proxy as the proxy holders will vote on such matters in their discretion.

What is the “Combination” that is referenced in this proxy statement?

On July 1, 2015, Rock-Tenn Company, a Georgia corporation (which we refer to as “RockTenn”), and MeadWestvaco Corporation, a Delaware corporation (which we refer to as “MWV”), completed a strategic combination of their respective businesses that resulted in each of RockTenn and MWV surviving as wholly owned subsidiaries of WestRock. We refer to this strategic combination as the “Combination.” The business currently conducted by WestRock is the combined businesses conducted by RockTenn and MWV prior to the effective date of the Combination on July 1, 2015. RockTenn was the accounting acquirer in the Combination. WestRock is the successor issuer to RockTenn and MWV pursuant to Rule 12g-3(c) under the Securities Exchange Act of 1934, as amended (which we refer to as the “Exchange Act”). For the purposes of this proxy statement, references to us and the “Company” refer to RockTenn for periods before July 1, 2015, the effective date of the Combination, and to WestRock for periods on and after July 1, 2015. Prior to the effective time of the Combination, WestRock was a wholly owned subsidiary of RockTenn. Upon the effective time of the Combination, a change in control of WestRock occurred and shares of our Common Stock became held by former holders of Class A common stock, par value $0.01 per share, of RockTenn and former holders of common stock, par value $0.01 per share, of MWV (which we refer to as the “MWV Common Stock”). As a result of the Combination, RockTenn shareholders received in the aggregate 130,378,207 shares of our Common Stock (which includes shares to be issued under certain RockTenn equity awards that vested as a result of the Combination) and approximately $667,829,832 in cash. At the effective time of the Combination, each share of MWV Common Stock issued and outstanding immediately prior to the effective time of the Combination was converted into the right to receive 0.78 fully paid and nonassessable shares of our Common Stock. In the aggregate, MWV stockholders received 131,154,432 shares of our Common Stock (which includes shares to be issued under certain MWV equity awards that vested as a result of the Combination). A further description of the Combination can be found in the Current Report on Form 8-K filed by WestRock on July 2, 2015, including Item 5.01 thereto (Changes in Control of Registrant).

ELECTION OF DIRECTORS

ITEM 1

Board of Directors

Our board of directors currently has 14 members. At our upcoming annual meeting, 14 nominees for director — all current members of our board of directors — are to be elected to serve on our board of directors until the annual meeting of stockholders in 2017.

Our board is authorized to increase or decrease the size of the board and is authorized to fill the vacancies created by any increase. Any directors elected by the board to fill a vacancy in this manner will stand for re-election at the next annual meeting of the stockholders after his or her election. Our directors must retire when they reach the age of 72, although they may continue to serve until the next annual or special meeting of the stockholders at which directors are to be elected.

We do not believe that any of our nominees for director will be unwilling or unable to serve as director at the time of his or her election. However, if at the time of the annual meeting any of the nominees should be unwilling or unable to serve, proxies will be voted as recommended by the board of directors to do one of the following:

•

To elect substitute nominees recommended by the board.

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To allow the vacancy created to remain open until filled by the board.

The board may also reduce the size of the board. In no event, however, can a proxy for the annual meeting be voted to elect more than fourteen directors.

Recommendation of the Board of Directors

The board of directors recommends a vote FOR Timothy J. Bernlohr, J. Powell Brown, Michael E. Campbell, Terrell K. Crews, Russell M. Currey, G. Stephen Felker, Lawrence L. Gellerstedt III, John A. Luke, Jr., Gracia C. Martore, James E. Nevels, Timothy H. Powers, Steven C. Voorhees, Bettina M. Whyte and Alan D. Wilson to hold office until the annual meeting of stockholders in 2017, or until each of their successors is qualified and elected.

Nominees for Election


Name	Age		Director Since		Positions Held
Timothy J. Bernlohr		56		2015	Mr. Bernlohr served as a director of Smurfit-Stone Container Corporation (which we refer to as “Smurfit-Stone”) from June 2010 until it was acquired by RockTenn in May 2011. He then served as a director of RockTenn from 2011 until the effective date of the Combination when he became a director of WestRock. Mr. Bernlohr is the managing member of TJB Management Consulting, LLC, a consultant to businesses in transformation, such as restructurings, and a provider of interim executive management and strategic planning services, which he founded in 2005. He served as president and chief executive officer of RBX Industries, Inc., which was a manufacturer and marketer of rubber and plastics materials, from 2003 to 2005, and served in various senior executive capacities at RBX, including president and chief operating officer, from 1997 until 2002. Prior to joining RBX, Mr. Bernlohr spent 16 years in the international and industry products divisions of Armstrong World Industries, Inc., where he served in a variety of management positions. Mr. Bernlohr has served as lead independent director of Chemtura Corporation, a publicly traded, specialty chemicals company, since 2010, as a director of Atlas Air Worldwide Holdings, Inc., a publicly traded, air cargo and aircraft services company, since 2006, and as a director of Overseas Shipholding Group, Inc., a publicly traded international shipper of crude oil and refined petroleum products, since 2015. Within the last five years, Mr. Bernlohr also served on the boards of directors of Cash Store Financial Services Inc., Aventine Renewable Energy Holdings, Inc., Ambassadors International, Inc., and WCI Steel Corporation. Mr. Bernlohr’s experience as a strategic consultant and the chief executive officer of an international manufacturing company and as a director of various publicly traded companies provides him with broad knowledge of corporate strategy and business in general that benefits the Company, its stockholders and its board of directors.

J. Powell Brown		48		2015	Mr. Brown served as a director of RockTenn from 2010 until the effective date of the Combination when he became a director of WestRock. Mr. Brown has served as chief executive officer of Brown & Brown, Inc., a publicly traded insurance services company, since July 2009. He has served as president of Brown & Brown, Inc., since January 2007, and was appointed to be a director of Brown & Brown, Inc. in October 2007. Prior to that time, he served as a regional executive vice president of Brown & Brown, since 2002. From January 2006 until April 2009, Mr. Brown served on the board of directors of SunTrust Bank/Central Florida, a commercial bank and a subsidiary of SunTrust Banks, Inc. Mr. Brown’s experience as chief executive officer and an executive officer of a large, publicly traded insurance services company gives him broad experience and knowledge of risk management and loss minimization and mitigation as well as perspective on leadership of publicly traded companies that benefit the Company, its stockholders and its board of directors.


Name	Age		Director Since		Positions Held
Michael E. Campbell		68		2015	Mr. Campbell served as a director of MWV from 2001 and as the lead independent director of MWV from 2007, in each case, until the effective date of the Combination when he became a director of WestRock. Mr. Campbell served as chairman, president and chief executive officer of Arch Chemicals, Inc., which was a publicly traded global biocides company, from 1999 until 2011. Prior to joining Arch Chemicals, Mr. Campbell was executive vice president of Olin Corporation, from 1996 to 1999. Mr. Campbell also served as a director of Milliken & Company from 2007 to 2015. Mr. Campbell’s background, experience and judgment as chief executive officer of a major publicly traded manufacturing company provide him with leadership, business and governance skills that benefit the Company and its board of directors.

Terrell K. Crews		60		2015	Mr. Crews served as a director of Smurfit-Stone, from June 2010 until it was acquired by RockTenn in May 2011. He then served as a director of RockTenn from 2011 until the effective date of the Combination when he became a director of WestRock. He served as executive vice president and chief financial officer of Monsanto Company, a publicly traded agricultural products company, from 2000 until his retirement in 2009. He also served as the chief executive officer of Monsanto’s vegetable business from 2008 until his retirement. Mr. Crews has served as a director of Hormel Foods Corporation, a publicly traded producer of meat and other food products, since October 2007, and has served as a director of Archer Daniels Midland Company, a publicly traded agricultural commodities and products company, since May 2011. Mr. Crews’s experience as a chief financial officer and executive of a major publicly traded company and as a director of several public company boards, gives him broad knowledge of business in general and in-depth experience in complex financial matters that benefit the Company, its stockholders and its board of directors.

Russell M. Currey		54		2015	Mr. Currey served as a director of RockTenn from 2003 until the effective date of the Combination when he became a director of WestRock. Mr. Currey has served as the president of Boxwood Capital, LLC, a private investment company, since September 2013. He served as executive vice president and general manager of RockTenn’s corrugated packaging division, a position he held for more than five years, until his resignation in May 2008. Mr. Currey joined the Company as an employee in July 1983. Mr. Currey’s experience with the Company in a number of leadership roles over a period of 32 years provides him with substantial knowledge of our business, our employees and our customers that benefits the Company, its stockholders and its board of directors.


Name	Age		Director Since		Positions Held
G. Stephen Felker		64		2015	Mr. Felker served as a director of RockTenn from 2001 and as the non-executive chairman of RockTenn from November 2013, in each case, until the effective date of the Combination when he became a director of WestRock. He served as chairman of the board and a director of Avondale Incorporated, a former textile manufacturer, from 1992 until his retirement in September 2011. He served as president and chief executive officer of Avondale from 1980 to 2008. Mr. Felker’s experience as chief executive officer of Avondale gives him broad experience in manufacturing, managing commodity risk and, as Avondale achieved its success and size through several large acquisitions, in evaluating and in integrating acquisitions that benefits the Company, its stockholders and its board of directors.

Lawrence L. Gellerstedt III		59		2015	Mr. Gellerstedt served as a director of RockTenn from 1998 until the effective date of the Combination when he became a director of WestRock. Mr. Gellerstedt has served as president and chief executive officer of Cousins Properties Incorporated, a publicly traded real estate development company, since July 2009, and he served as the executive vice president and chief development officer of Cousins Properties, from June 2005 until July 2009. He is also a director of Cousins Properties. Mr. Gellerstedt served as the chairman and chief executive officer of The Gellerstedt Group, a real estate development company, from June 2003 until June 2005. Mr. Gellerstedt served as the president and chief operating officer of The Integral Group, a real estate development company, from January 2001 until June 2003. From 1994 to 2007, Mr. Gellerstedt served as a director of Alltel Corporation, which was a publicly traded nationwide telecommunications services company. Mr. Gellerstedt’s experience as chief executive officer of several companies over the years, including a large publicly traded, real estate development company and a large construction company, and as a member of several public company boards of directors, provides valuable leadership and board governance insights and financial expertise that benefit the Company, its stockholders and its board of directors.

John A. Luke, Jr.		67		2015	Mr. Luke served as chairman and chief executive officer of MWV from 2002 until the effective date of the Combination when he became a director and the non-executive chairman of WestRock. Mr. Luke spent over 36 years with MWV and its predecessor company, Westvaco Corporation, serving in a variety of positions. From 1996 through 2002 he served as chairman, president and chief executive officer of Westvaco. Mr. Luke has served as a director of The Bank of New York Mellon Corporation, a publicly traded investment services company, since 1996. He also has served as a director of the Timken Company, a publicly traded manufacturer of bearings, housed units and power transmission products, since 1999, and as a director of FM Global, a mutual insurance company, since 1999. Mr. Luke’s background, experience and judgment, and his unique knowledge and understanding of MWV’s operations as its chief executive officer provide him with valuable leadership, business and governance skills that benefit the Company and its board of directors.


Name	Age		Director Since		Positions Held
Gracia C. Martore		64		2015	Ms. Martore served as a director of MWV from 2012 until the effective date of the Combination when she became a director of WestRock. Ms. Martore has served as the president and chief executive officer and as a director of TEGNA Inc., formerly known as Gannett Co., Inc., a publicly traded broadcast and digital media company, since October 2011, and she served as president and chief operating officer of Gannett from February 2010 until October 2011. She served as Gannett’s executive vice president and chief financial officer from 2006 to 2010, and as its senior vice president and chief financial officer from 2003 to 2006. She served Gannett in various other executive capacities beginning in 1985. Ms. Martore has served as a director of FM Global, a mutual insurance company, since 2005, and as a director of The Associated Press, an American multinational nonprofit news organization, since 2013. Ms. Martore’s background, experience and judgment as chief executive officer and chief financial officer of a major publicly traded, media company provide her with leadership, business, financial and governance skills that benefit the Company and its board of directors.

James E. Nevels		63		2015	Mr. Nevels served as a director of MWV from 2014 until the effective date of the Combination when he became a director of WestRock. Mr. Nevels has served as chairman of The Swarthmore Group, an investment advisory firm, since 1991. Mr. Nevels has served as a director of The Hershey Company, a publicly traded global confectionery manufacturer, since 2007, he served as the chairman of Hershey from 2009 through 2015, and he has served as the lead independent director of Hershey since 2015. Mr. Nevels has also served as a director of the Federal Reserve Bank of Philadelphia since 2010 and as its chairman since 2014. Mr. Nevels has also served as a director of First Data Corporation, a publicly traded provider of secure and innovative payment technology, since 2014, as a director of MMG Insurance Company, a private provider of insurance services, since 2014, and as a director of The Hershey Trust Company, a state-chartered trust company, since 2007. Mr. Nevels’s background and experience as an investment advisor and board member and chairman of large public companies give him broad knowledge and perspective on the governance and leadership of publicly traded companies and financial expertise that benefit the Company and its board of directors.


Name	Age		Director Since		Positions Held
Timothy H. Powers		67		2015	Mr. Powers served as a director of MWV from 2006 until the effective date of the Combination when he became a director of WestRock. Mr. Powers served as chairman of Hubbell Incorporated, a publicly traded international manufacturer of electrical and electronic products for non-residential and residential construction, industrial and utility applications, from 2012 to 2014, as executive chairman, president and chief executive officer of Hubbell, from 2004 to 2012, as president and CEO of Hubbell from 2001 to 2004, and as senior vice president and chief financial officer of Hubbell from 1998 to 2001. Mr. Powers has served as a director of ITT Corporation, a publicly traded manufacturer of highly engineered, components and customized technology solutions for the energy, transportation and industrial markets, since 2015, and is a former director of the National Electrical Manufacturers Association. Mr. Powers’ background, experience and judgment as a chief executive officer and chief financial officer of a major publicly traded manufacturing company provide him with broad leadership, management and governance skills and financial expertise that benefit the Company and its board of directors.

Steven C. Voorhees		61		2015	Mr. Voorhees served as a director of RockTenn from 2013 until the effective date of the Combination when he became a director of WestRock. Mr. Voorhees served as RockTenn’s chief executive officer from November 1, 2013 until the effective date of the Combination when he became WestRock’s chief executive officer and president. He served as RockTenn’s president and chief operating officer from January 2013 through October 2013. He served as RockTenn’s executive vice president and chief financial officer from September 2000 to January 2013 and also served as RockTenn’s chief administrative officer from July 2008 to January 2013. Mr. Voorhees was chosen to serve on our board because of his role as our chief executive officer and president and because we believe having him serve as a member of the board strengthens the Company through his extensive knowledge of the Company’s operations, history and culture and helps provide a unified focus for management to execute our strategy and business plans.


Name	Age		Director Since		Positions Held
Bettina M. Whyte		66		2015	Ms. Whyte served as a director of RockTenn from 2007 until the effective date of the Combination when she became a director of WestRock. Ms. Whyte has been the president and owner of Bettina Whyte Consultants, LLC since July 2015. Ms. Whyte served as a managing director and senior advisor at Alvarez and Marsal Holdings, LLC, a world-wide business consulting firm, from January 2011 until June 2015. Ms. Whyte served as chairman of the advisory board of Bridge Associates, LLC, a leading turnaround, crisis and interim management firm, from October 2007 until December 2010, as managing director and head of the Special Situations Group of MBIA Insurance Corporation, a provider of credit enhancement services and a provider of fixed-income asset management services, from March 2006 until October 2007, and as managing director of AlixPartners, LLC, a business turnaround management and financial advisory firm, from April 1997 until March 2006. Ms. Whyte has served as a director of AGL Resources Inc., a publicly traded energy company, since October 2004, and Amerisure Insurance, a mutual insurance company, since 2002, and was director of Annie’s, Inc., which was a publicly traded specialty food manufacturer, from June 2011 until October 2014. Ms. Whyte’s roles in the financial and operational restructuring of complex businesses, having served as interim chief executive officer, chief operating officer and chief restructuring officer of numerous troubled public and private companies, and serving as a director of several public companies, give her broad experience with operational and financial issues and insight in leading organizations that benefit the Company, its stockholders and its board of directors.

Alan D. Wilson		58		2015	Mr. Wilson served as a director of MWV from 2011 until the effective date of the Combination when he became a director of WestRock. Mr. Wilson has served as chairman of the board of McCormick & Company, Incorporated, a publicly-traded global spice and specialty foods company, since 2009 and has served as McCormick’s chief executive officer, since 2008. Mr. Wilson joined McCormick in 1993 and has served in a variety of other positions, including as president, from 2007 to 2015; president, North American Consumer Products, from 2005 to 2006; president, U.S. Consumer Foods Group, from 2003 to 2005; and vice president — sales and marketing for McCormick’s U.S. Consumer Foods Group, from 2001 to 2003. Mr. Wilson has served as a director of T. Rowe Price Group, Inc., a publicly-traded investment company that provides investment services to individuals, institutional investors, retirement plans, financial intermediaries and institutions, since 2015. Mr. Wilson’s background, experience and judgment as chief executive officer of a major publicly traded multinational consumer food company provides him with leadership, market expertise, and business and governance skills that benefit the Company and its board of directors.

Corporate Governance

Corporate Governance Guidelines. We have posted our corporate governance guidelines on our Internet website at www.westrock.com.

Director Independence. Our Company’s board of directors annually conducts an assessment of the independence of each director in accordance with our corporate governance guidelines, applicable rules and regulations of the SEC, and the corporate governance standards of the NYSE for listed companies. The board assesses each director’s independence by reviewing any potential conflicts of interest and significant outside relationships. In determining each director’s independence, the board broadly considers all relevant facts and circumstances, including specific criteria included in the NYSE’s corporate governance standards. For these purposes, the NYSE requires the board to consider certain relationships that existed during a three-year look-back period. The board considers the materiality and importance of such relationships not merely from the standpoint of the director, but also from the standpoint of persons or organizations with which the director has an affiliation. An independent director is a director that our board of directors affirmatively determines has no material relationship with the Company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company). In addition, in affirmatively determining the independence of any director who will serve on our compensation committee, our board of directors considers all factors specifically relevant to determining whether a director has a relationship that is material to that director’s ability to be independent from management in connection with the duties of a compensation committee member, including, but not limited to:

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the source of compensation of the applicable director, including any consulting, advisory or other compensatory fee paid by the Company to such director; and

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whether the applicable director is affiliated with the Company or a subsidiary of the Company.

The board of directors conducted an assessment of the independence of each director at its first regularly scheduled meeting on the effective date of the closing of the Combination on July 1, 2015. Based on this assessment, the board affirmatively determined that the following directors are independent: Mmes. Martore and Whyte, and Messrs. Bernlohr, Brown, Campbell, Crews, Currey, Felker, Gellerstedt, Nevels, Powers and Wilson. The board of directors determined that each of our current directors (other than Messrs. Luke and Voorhees) has no material relationship with the Company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company). The board determined that Mr. Voorhees is not independent because he is an employee of the Company and that Mr. Luke is not independent because he was an employee of MWV prior to the effective date of the Combination. The board determined that each of Mmes. Martore and Whyte and Messrs. Bernlohr, Brown, Crews, Currey, Felker, Gellerstedt, Nevels, Powers and Wilson is independent because he or she has no material relationship with the Company (other than as a director and stockholder).

Our Company purchases products and services in the normal course of business from many suppliers and sells products and services to many customers. In some instances, these transactions occur with companies with which members of our board of directors have relationships as directors or executive officers. Further, members of the board have relationships as directors or executive officers with certain companies that hold or held our debt or equity. For purposes of our board’s affirmative determinations of director independence, the board determined that these relationships were not material either individually or collectively.

Director Self-Evaluation. Our Company’s board of directors conducts an annual self-evaluation of the board, its committees and its individual members pursuant to our corporate governance guidelines. The nominating and corporate governance committee is responsible for overseeing the self-evaluation process and making a report to the board of directors pursuant to our corporate governance guidelines.

Director Education. Our board of directors has adopted a director education policy under which we will reimburse directors for tuition and all customary and reasonable expenses incurred in connection with attending a director education seminar once every two years. In addition, any director desiring to be reimbursed for additional programs may be reimbursed upon approval of the chairman of the nominating and corporate governance committee. We also invite securities and financial analysts, economists, investment bankers, attorneys and other experts to speak to our board at its meetings on subjects that are relevant to our business, our industry and the economy in general.

Communicating with Our Directors. So that stockholders and other interested parties may make their concerns known, we have established a method for communicating with our directors, including our non-executive chairman and other non-management directors. There are two ways to communicate with our directors:

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By mail: WestRock Company, 504 Thrasher Street, Norcross, Georgia 30071.

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By facsimile: (770) 263-3582.

Communications that are intended specifically for our non-executive chairman or other non-management directors should be marked “Attention: Non-Executive Chairman Communications.” Communications regarding accounting, internal accounting controls or auditing matters may also be reported to the audit committee of our board of directors using the above address and marking the communication “Attention: Audit Committee Communications.” All other director communications should be marked “Attention: Director Communications.” You may also communicate with our board as a whole by using our Internet website contact form at http://ir.westrock.com/phoenix.zhtml?c=254016&p=irol-govcontact. Our legal department will facilitate all of these communications. We have posted a summary of methods for communicating with our directors on our Internet website at www.westrock.com.

Our directors are encouraged to attend and participate in the annual meeting. All of RockTenn’s directors who were serving at that time attended the RockTenn annual meeting of shareholders held on January 30, 2015, and all of MWV’s directors who were serving at that time attended the MWV annual meeting of stockholders held on April 28, 2014.

Codes of Business Conduct and Ethics

Employee Codes of Conduct. Our board of directors has adopted codes of conduct for our employees. Failure to comply with an applicable code of conduct is a serious offense and will result in appropriate disciplinary action. We will disclose, to the extent and in the manner required by any applicable law or NYSE corporate governance standard, any waiver of any provision of a code of conduct.

Code of Business Conduct and Ethics for the Board of Directors. Our board of directors has also adopted a code of business conduct and ethics for our board of directors. Failure to comply with this code of business conduct and ethics is a serious offense and will result in appropriate disciplinary action. We will disclose, to the extent and in the manner required by any applicable law or NYSE corporate governance standard, any waiver of any provision of these codes of business conduct and ethics.

Code of Ethical Conduct for CEO and Senior Financial Officers. Our board of directors has also adopted a code of ethical conduct for our principal executive officer (our chief executive officer), our principal financial officer (our chief financial officer), our principal accounting officer (our chief accounting officer) and other senior executive and senior financial officers specifically designated by our chief executive officer (who we refer to as our “CEO”). These officers are expected to adhere at all times to this code of ethical conduct. Failure to comply with this code of ethical conduct for our CEO and senior financial officers is a serious offense and will result in appropriate disciplinary action. Each of our board of directors and our nominating and corporate governance committee has the authority to independently approve, in its sole discretion, any such disciplinary

action as well as any amendment to and any waiver or material departure from a provision of this code of ethical conduct. We will disclose on our Internet website at www.westrock.com, to the extent and in the manner permitted by Item 5.05 of Form 8-K under the Exchange Act, the nature of any amendment to this code of ethical conduct (other than technical, administrative, or other non-substantive amendments), our approval of any material departure from a provision of this code of ethical conduct, and our failure to take action within a reasonable period of time regarding any material departure from a provision of this code of ethical conduct that has been made known to any of our executive officers.

Copies. We have posted copies of each of our codes of conduct on our Internet website at www.westrock.com.

Director Nominations

As provided in its charter, our nominating and corporate governance committee is responsible for evaluating and recommending candidates for the board of directors, including incumbent directors and potential new directors. The nominating and corporate governance committee utilizes a variety of methods for identifying and evaluating nominees for director. The nominating and corporate governance committee periodically assesses the appropriate size of the board and whether any vacancies on the board are expected due to retirement or otherwise. If no vacancies are anticipated, the nominating and corporate governance committee considers the current qualifications of incumbent directors. If vacancies arise or the nominating and corporate governance committee anticipates that an incumbent director will not agree to be a nominee for reelection, the nominating and corporate governance committee considers various potential candidates for director. Candidates may come to the attention of the nominating and corporate governance committee through current board members, professional search firms the nominating and corporate governance committee may seek to engage or other persons. Our board of directors does not currently expect any board vacancies to arise or that an incumbent director will not seek to be a nominee for reelection in the near future. All of the nominees that the board has recommended for election by the stockholders, as described above under the heading “Election of Directors — Recommendation of the Board of Directors,” are incumbent directors.

The nominating and corporate governance committee will also consider and evaluate candidates properly submitted for nomination by stockholders in accordance with the procedures set forth in our bylaws, which are described below under the heading “Additional Information — Stockholder Nominations for Election of Directors.” Following verification of the stockholder status of persons proposing candidates, the nominating and corporate governance committee will aggregate and consider qualifying nominations. If a stockholder provides materials in connection with the nomination of a director candidate, our corporate secretary will forward the materials to the nominating and corporate governance committee. Based on its evaluation of any director candidates nominated by stockholders, the nominating and corporate governance committee will determine whether to include the candidate in its recommended slate of director nominees.

When the nominating and corporate governance committee reviews a potential new candidate, consistent with our corporate governance guidelines, the nominating and corporate governance committee will apply the criteria it considers appropriate. The nominating and corporate governance committee generally considers the candidate’s qualifications in light of the needs of the board and the Company at that time given the current mix of director attributes. Our corporate governance guidelines contain specific criteria for board and board committee membership. In accordance with our corporate governance guidelines, the board of directors will strive to select as candidates for board membership a mix of individuals who represent diverse experience, background and thought at policy-making levels that are relevant to the Company’s activities as well as other characteristics that will contribute to the overall ability of the board to perform its duties and meet changing conditions. Our corporate governance guidelines also provide that each director must meet the following criteria:

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Be free of conflicts of interest and other legal and ethical issues that would interfere with the proper performance of the responsibilities of a director (recognizing that some directors may also be executive officers of the Company).

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Be committed to discharging the duties of a director in accordance with the corporate governance guidelines and applicable law.

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Be willing and able to devote sufficient time and energy to carrying out his or her duties effectively and be committed to serve on the board for an extended period of time.

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Have sufficient experience to enable the director to meaningfully participate in deliberations of the board and one or more of its committees and to otherwise fulfill his or her duties.

Our bylaws and corporate governance guidelines also provide that a director must retire when he or she reaches the age of 72, although he or she may continue to serve until the next annual or special meeting of stockholders at which directors are to be elected after he or she reaches that age. The corporate governance guidelines also provide that any director who has a significant change in his or her full-time job responsibilities must give prompt written notice to the board of directors, specifying the details, and must submit to the board of directors a letter of resignation from the board of directors and from each committee of the board of directors on which the director serves. Submission of a letter of resignation provides the board of directors the opportunity to review the continued appropriateness of the director’s membership on the board of directors and committees of the board of directors under the circumstances. The board of directors may reject or accept the letter of resignation due to change in job responsibilities as it deems to be appropriate.

The nominating and corporate governance committee also considers each candidate’s independence, as defined in the corporate governance guidelines and in the corporate governance standards of the NYSE, as described above under the heading “Election of Directors — Corporate Governance — Director Independence.” The nominating and corporate governance committee expects a high level of commitment from our directors and considers a candidate’s service on other boards and board committees to ensure that the candidate has sufficient time to effectively serve the Company.

Director Election Resignation Policy

Our corporate governance guidelines provide that if in an election for directors in which the only nominees are persons nominated by the board, a director does not receive more votes cast for his or her election than against his or her election or re-election, then that director will, within five days following the certification of the stockholder vote, tender his or her written resignation to our non-executive chairman for consideration by our nominating and corporate governance committee. The director’s resignation, unless otherwise set forth therein, will be conditioned upon our board’s acceptance of his or her resignation. When our board considers the number of votes cast for a director, it considers votes to withhold authority to vote for a director but does not count when a stockholder abstains from voting for a director. Within 45 days following the date of the stockholders’ meeting when the election occurred, our nominating and corporate governance committee will consider the director’s resignation and recommend to our board whether to accept the director’s resignation. Our board makes the final decision regarding whether to accept the director’s resignation. In determining its recommendation to our board, our nominating and corporate governance committee will consider all the information, factors and alternatives that its members deem appropriate. Our board will make the final decision regarding the resignation within 90 days of the stockholders’ meeting where the election occurred. In considering our nominating and corporate governance committee’s recommendation, our board will consider the information, factors and alternatives considered by our nominating and corporate governance committee and any additional information, factors and alternatives that our board deems appropriate.

No director who is required by our corporate governance guidelines to tender his or her resignation as described above may participate in the deliberations, recommendation or determination regarding his or her resignation as a director. If a majority of the members of our nominating and corporate governance committee are ever required to submit their resignations as described above, any of our independent directors who are not required to submit their resignations (including the directors, if any, who were not standing for election), will

appoint an ad hoc board committee from among themselves within 5 days following the certification of the stockholder vote. The ad hoc committee must consist of at least 3 directors and will serve in place of our nominating and corporate governance committee solely to consider and, within 45 days following the date of the stockholders’ meeting where the election occurred, make a recommendation to our board regarding the tendered resignations. If fewer than 3 directors are eligible to serve on such ad hoc committee, our entire board (excluding, in each case, the particular director whose resignation is being considered) will deliberate and make the determination of whether to accept or reject each tendered resignation without any recommendation from our nominating and corporate governance committee or the creation of an ad hoc committee. Following our board’s decision to accept or reject any tendered resignation, we will make public disclosures with respect to our board’s decision as may be required or as we may otherwise determine to be appropriate.

Meetings of the Board of Directors

WestRock’s board of directors held five meetings, and RockTenn’s board of directors held nine meetings, during fiscal 2015. During the same period, MWV’s board of directors held seven meetings. Each of our current directors attended at least 75% of the board meetings and at least 75% of the meetings of the committees on which that director served in fiscal 2015 (for former RockTenn directors, for RockTenn and WestRock meetings and, for former MWV directors, for MWV and WestRock meetings during that time period).

Leadership Structure

Since July 1, 2015, the effective date of the Combination, Mr. Voorhees has served as our chief executive officer and president, and Mr. Luke has served as our non-executive chairman. The role of our non-executive chairman is to provide oversight, direction and leadership to our board and to facilitate communication among our directors and the regular flow of information between our management and our directors. In addition, the non-executive chairman serves as the chairman of our executive committee; presides at our stockholder meetings and board meetings; and provides input to our compensation committee and our nominating and corporate governance committee, as appropriate, with respect to the performance evaluation process of our CEO, our annual board performance self-evaluation process and our management and board of directors succession planning. The board believes that a clear delineation of the role of the non-executive chairman is appropriate as it minimizes duplication of effort between the CEO and the non-executive chairman. Fulfilling the roles and responsibilities outlined above, our non-executive chairman provides strong leadership for our board, while recognizing our CEO as the leader of the Company with respect to our business partners, employees, stockholders and other parties. Our chief executive officer and president continues to regularly communicate with the individual members of our board.

Our bylaws provide that Mr. Luke will serve as our non-executive chairman until July 1, 2018, unless he is not willing or able to serve as non-executive chairman or unless he is removed by the affirmative vote of at least three-fourths of the whole board of directors. Such an affirmative vote is also required for any determination not to, or failure to, appoint or re-elect Mr. Luke as non-executive chairman or any determination not to, or failure to, nominate Mr. Luke as a director. Our bylaws also provide that until July 1, 2018, the affirmative vote of at least three-fourths of the whole board of directors will be required for the removal or termination of, or any determination not to, or failure to, appoint Mr. Voorhees as our CEO and president. Such an affirmative vote is also required for any determination not to, or failure to, nominate Mr. Voorhees as a director.

Lead Independent Director. So long as our board of directors has not made a determination that the non-executive chairman is an independent director, the chairpersons of the nominating and corporate governance committee, compensation committee, audit committee and finance committee shall each be appointed, in succession, to serve as lead independent director at every fourth meeting of our board of directors, from and after the conclusion of such meeting until the conclusion of the subsequent meeting of the board of directors. The lead independent director shall preside at all meetings of the board of directors at which the non-executive chairman is not present, including executive sessions of the independent directors, and, if requested by a major stockholder,

ensure that he or she is available for consultation and direct communication. Mr. Luke is not an independent director and therefore we have appointed a lead independent director as described above.

Meetings of Non-Management Directors and Independent Directors. Pursuant to our corporate governance guidelines, our non-management directors meet separately from Mr. Voorhees in regularly scheduled executive sessions after board meetings and at such other times as may be scheduled by our non-executive chairman. These meetings are conducted without the presence of management directors or executive officers of the Company, unless the non-management directors request the attendance of one or more members of management. At least once a year, and at such other times as may be scheduled by the non-executive chairman, the independent directors of the Company meet separately from the other directors in executive session.

Committees of the Board of Directors

The board of directors has an executive committee, an audit committee, a compensation committee, a finance committee and a nominating and corporate governance committee.

Executive Committee. Mmes. Martore and Whyte and Messrs. Gellerstedt, Luke and Voorhees are the current members of our executive committee, and Mr. Luke is chairman of the committee. Prior to the Combination during fiscal 2015, Ms. Whyte and Messrs. Gellerstedt and Voorhees were members of RockTenn’s executive committee. During the same period, Ms. Martore and Mr. Luke were members of MWV’s executive committee.

The executive committee is authorized to exercise the authority of the full board in managing the business and affairs of the Company. However, the executive committee does not have the power to do any of the following: (1) approve or adopt or recommend to the stockholders any action or matter (other than the election or removal of directors) that Delaware law requires to be approved by stockholders; or (2) adopt, amend or repeal our bylaws.

WestRock’s executive committee held no meetings since the effective date of the Combination, and RockTenn’s executive committee held one meeting during fiscal 2015. During the same period, MWV’s executive committee did not meet.

Audit Committee. Ms. Martore and Messrs. Bernlohr, Brown, Crews, Currey, Nevels and Powers are the current members of our audit committee, and Ms. Martore is chairman of the audit committee. Prior to the Combination, during fiscal 2015, Messrs. Crews and Currey were both members of RockTenn’s audit committee. During the same period, Ms. Martore and Messrs. Nevels and Powers were members of MWV’s audit committee, and Ms. Martore was the chairman.

The board of directors has determined that each of Ms. Martore and Messrs. Bernlohr, Crews, Nevels and Powers is an “audit committee financial expert” as that term is defined in Item 407(d)(5) of Regulation S-K under the Securities Act of 1933, as amended (which we refer to as the “Securities Act”), and the Exchange Act. As an audit committee financial expert, each of Ms. Martore and Messrs. Bernlohr, Crews, Nevels and Powers has the “accounting or related financial management expertise” that the NYSE listing standards require at least one member of an audit committee to have. The board of directors has also determined that all audit committee members are financially literate, as that qualification is interpreted by the board in its business judgment, in compliance with the NYSE listing standards requirements for audit committee members. The board of directors has also determined that all members of the audit committee are independent in accordance with the heightened independence standards established by the Exchange Act and adopted by the NYSE for audit committee members.

The audit committee assists our board of directors in fulfilling its responsibilities with respect to the oversight of: (1) the integrity of our financial statements; (2) our system of internal control over financial

reporting; (3) the performance of our internal audit function; (4) the independence, qualifications and performance of our independent auditor; and (5) our risk review and system of compliance with legal and regulatory requirements. Among other things, the audit committee, under its charter, directly appoints, compensates, retains and oversees the work of our independent auditor, which reports directly to the audit committee. The other principal duties and responsibilities of the audit committee are set forth in its charter, which was adopted by the board of directors and is available on our website at www.westrock.com. The audit committee may perform any other duties or responsibilities delegated to the audit committee from time to time by the board of directors.

WestRock’s audit committee held four meetings, and RockTenn’s audit committee held six meetings during fiscal 2015, including meetings to review and discuss with the independent auditor and management the Company’s quarterly earnings releases as well as the financial statements and the disclosure under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our quarterly reports on Form 10-Q and in our annual report on Form 10-K. During the same period, MWV’s audit committee held two meetings.

Compensation Committee. Mmes. Martore and Whyte and Messrs. Bernlohr, Gellerstedt and Powers are the current members of our compensation committee, and Mr. Gellerstedt is chairman of the compensation committee. Prior to the Combination during fiscal 2015, Ms. Whyte and Messrs. Bernlohr, Brown, and Gellerstedt were members of RockTenn’s compensation committee, and Mr. Gellerstedt was the chairman. During the same period, Ms. Martore and Mr. Powers were members of MWV’s compensation committee. The board of directors has determined that all members of the compensation committee are independent as defined in the applicable listing standards of the NYSE. See “Election of Directors — Corporate Governance — Director Independence” above.

The purpose of the compensation committee is to assist the board of directors in fulfilling its responsibilities with respect to compensation of our executives and non-employee directors and oversight of matters relating to our equity compensation and certain employee benefits plans.

The compensation committee’s principal duties and responsibilities are to do the following:

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review and approve corporate goals and objectives relating to compensation of our CEO, evaluate the CEO’s performance in light of any of these goals and objectives and determine and approve the CEO’s compensation level based on any such evaluation;

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except to the extent that the compensation committee elects to seek the approval of the board of directors, review and approve goals, objectives and recommendations relating to compensation of senior executives (other than the CEO) and approve the compensation of senior executives (other than the CEO);

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except to the extent that the compensation committee delegates the responsibility to the CEO or elects to seek the approval of the board of directors, review and approve goals, objectives and recommendations relating to the compensation of executives (other than the CEO or senior executives) submitted to the compensation committee by the CEO;

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make recommendations to the board of directors with respect to compensation of our non-employee directors;

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except to the extent that the compensation committee elects to delegate such authority to the CEO and other senior executives in a manner that is consistent with the terms of such plans and applicable law, adopt, amend and administer our equity plans, cash-based long-term incentive compensation plans and non-qualified deferred compensation plans, participants in which may include the CEO, other senior executives and directors;

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set the overall compensation strategy and compensation policies for executives and our non-employee directors;

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oversee our compliance with the rules of the SEC regarding stockholder approval of certain executive compensation matters;

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prepare the report from the compensation committee required by applicable law to be included in our annual proxy statement; and

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oversee the preparation of, and review and discuss with management, the compensation discussion and analysis for inclusion in our annual proxy statement and annual report on Form 10-K.

The other principal duties and responsibilities of the compensation committee are set forth in its charter, which was adopted by the board of directors and is available on our website at www.westrock.com.

We describe the processes and procedures we use to consider and determine executive compensation, including the scope of authority of the compensation committee, the role of our CEO in determining or recommending executive compensation and the role of our compensation consultant, in this proxy statement in the section below titled “Executive Compensation — Compensation Discussion and Analysis.”

WestRock’s compensation committee held two meetings, and RockTenn’s compensation committee held five meetings during fiscal 2015. During the same period, MWV’s compensation committee held five meetings.

Compensation Committee Interlocks and Insider Participation. Mmes. Martore and Whyte and Messrs. Bernlohr, Brown, Gellerstedt and Powers were members of our compensation committee during fiscal 2015. None of the compensation committee members during fiscal 2015 is or has been an officer or employee of the Company or had any relationship that is required to be disclosed as a transaction with a related party. During fiscal 2015, (a) none of our executive officers served as a member of the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another entity, one of whose executive officers served on our compensation committee, (b) none of our executive officers served as a director of another entity, one of whose executive officers served on our compensation committee and (c) none of our executive officers served as a member of the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another entity, one of whose executive officers served as one of our directors.

Finance Committee. Messrs. Brown, Campbell, Crews, Currey, Felker, Nevels and Wilson are members of the finance committee, and Mr. Wilson is chairman of the finance committee. Prior to the Combination during fiscal 2015, Messrs. Brown, Crews and Currey were members of RockTenn’s finance committee. During the same period, Messrs. Campbell and Wilson were members of MWV’s finance committee, and Mr. Wilson was the chairman.

The purpose of the finance committee is to assist the board of directors in fulfilling its responsibilities with respect to oversight of our financial management and resources. The finance committee also evaluates specific financial strategy initiatives as requested by the board of directors or management. The finance committee’s principal duties and responsibilities are to do the following:

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review our proposed capital budget, including expected financing approaches, and make recommendations to the board of directors on whether to approve the proposed capital budget;

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review management’s assessment of our capital structure, including dividend policies and stock repurchase programs, debt capacity and liquidity;

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review procedures established by management to monitor debt-related covenant compliance and discuss with management any effect of covenants on our capital structure;

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review financing and liquidity initiatives to be proposed by management for action by the board of directors; and

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review, solely for purposes of determining the impact of our defined benefit plans on our finances and financial statements, the investment objectives, investment performance and funding requirements of the plans, and such other information relating to the plans as the finance committee deems appropriate for these purposes.

The other principal duties and responsibilities of the finance committee are set forth in its charter, which was adopted by the board of directors and is available on our website at www.westrock.com.

WestRock’s finance committee held two meetings, and RockTenn’s finance committee held four meetings during fiscal 2015. During the same period, MWV’s finance committee held one meeting.

Nominating and Corporate Governance Committee. Ms. Whyte and Messrs. Campbell, Felker, Gellerstedt and Wilson are members of the nominating and corporate governance committee, and Ms. Whyte is chairman of the nominating and corporate governance committee. Prior to the Combination, Ms. Whyte was a member and chairman of RockTenn’s nominating and corporate governance committee. During the same period, Mr. Campbell was a member and chairman of MWV’s nominating and governance committee. The board of directors has determined that all members of the nominating and corporate governance committee are independent as defined in the applicable listing standards of the NYSE.

The purpose of the nominating and corporate governance committee is to assist the board of directors in fulfilling its corporate governance responsibilities, including, without limitation, with respect to identifying and recommending qualified candidates for our board of directors and its committees; overseeing the evaluation of the effectiveness of the board of directors and its committees; and reviewing matters on corporate governance, including trends and current practices and developing and recommending corporate governance guidelines and other governance policies and procedures. The nominating and corporate governance committee’s principal duties and responsibilities are to do the following:

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develop and recommend corporate governance guidelines and other corporate policies and procedures and any changes to the corporate governance guidelines and other corporate policies and procedures;

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review and make recommendations regarding corporate governance proposals by stockholders;

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maintain a board succession plan and lead the search for potential director candidates;

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evaluate and recommend candidates for our board of directors, including incumbent directors whose terms are expiring and potential new directors, consistent with the membership criteria defined in our corporate governance guidelines;

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assist in the process of attracting qualified director nominees;

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evaluate and recommend changes to the size, composition and structure of the board of directors and its committees;

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evaluate and recommend directors for nomination to each of the committees of the board of directors;

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evaluate and recommend changes to the membership criteria for the board of directors and its committees (as set forth in the corporate governance guidelines) and the charters of its committees;

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consider whether the qualifications of individual directors meet regulatory concepts such as “independent,” “non-employee” or “outside” director and “audit committee financial expert;”

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review the qualifications of directors and their suitability for continued service and also undertake this review at any time a director changes employment or profession, suffers a relevant deterioration in health, or undergoes any other significant alteration in circumstances that may impact his or her service on the board of directors;

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develop and recommend to the board of directors and, when approved by the board of directors, oversee an annual self-evaluation process for the board of directors and its committees in accordance with the corporate governance guidelines and recommend to the board of directors any changes to the process that the nominating and corporate governance committee considers appropriate;

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recommend to the board of directors from time to time the establishment of any new committees of the board of directors as the nominating and corporate governance committee considers necessary or desirable;

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evaluate recommendations by management to adopt or amend codes of business conduct and ethics and recommend to the board of directors those codes that the nominating and corporate governance committee considers necessary to comply with applicable law or otherwise appropriate;

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evaluate periodically all codes of conduct adopted by the board of directors and recommend any changes that the nominating and corporate governance committee considers necessary to comply with applicable law or otherwise appropriate;

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review related party transactions and make recommendations to the board of directors with respect to the appropriateness of those transactions; and

•

recommend orientation and education procedures for directors as the nominating and corporate governance committee considers appropriate.

The other principal duties and responsibilities of the nominating and corporate governance committee are set forth in its charter, which was adopted by the board of directors and is available on our website at www.westrock.com. The nominating and corporate governance committee will also consider and evaluate candidates properly submitted for nomination by stockholders in accordance with the procedures set forth in our bylaws, which are described below under the heading “Additional Information — Stockholder Nominations for Election of Directors.” See also “Election of Directors — Director Nominations” above.

WestRock’s nominating and corporate governance committee held one meeting, and RockTenn’s nominating and corporate governance committee held two meetings, during fiscal 2015. During the same period, MWV’s nominating and corporate governance committee held two meetings.

Copies of Committee Charters. We have posted on our Internet website at www.westrock.com copies of the charters of each of the audit committee, the compensation committee, the finance committee and the nominating and corporate governance committee.

Board of Directors’ Role in Risk Management

Our board of directors has responsibility for the oversight of risk management at the Company and implements its oversight function both as a whole and through delegation to its committees. The board recognizes that it is neither possible nor desirable to eliminate all risk. Rather, the board of directors views appropriate risk taking as essential to the long-term success of the Company and seeks to understand and oversee

critical business risks in the context of our business strategy, the magnitude of the particular risks and the proper allocation of the Company’s resources. The board of directors and its committees receive regular reports from members of senior management on areas of material risk to the Company, including operational, financial, strategic, competitive, reputational, legal and regulatory risks, and how those risks are managed.

Various aspects of the board of directors’ risk oversight are delegated to its committees, which meet regularly and report back to the full board. The following committees play significant roles in carrying out the risk oversight function:

•

Our audit committee oversees risks related to the Company’s financial statements, the financial reporting and disclosure processes, the financial and other internal controls, accounting, legal matters, information technology and cyber security. The audit committee also oversees the internal audit function. Our independent outside auditors and the vice president of our internal audit department regularly identify and discuss with the audit committee risks and related mitigation measures that may arise during their regular reviews of the Company’s financial statements and audit work. The audit committee meets separately on a regular basis with representatives of our independent auditing firm and the vice president of our internal audit department.

•

Our compensation committee evaluates the risks and rewards associated with the Company’s compensation philosophy and programs. The compensation committee reviews and approves compensation programs with features designed to reward long-term achievement and discourage excessive short-term risk taking. An independent executive compensation consulting firm hired by the compensation committee advises the committee with respect to our executive compensation practices and programs, including the risks associated with each of them. We believe that our compensation policies and principles in conjunction with our internal oversight of those policies and principles reduce the possibility of imprudent risk taking.

•

Our nominating and corporate governance committee monitors our corporate governance practices against applicable requirements, including those of the NYSE, and against evolving developments and is responsible for our codes of conduct and ethics, including the code of business conduct applicable to our employees. The nominating and corporate governance committee also considers issues associated with the independence of our board members.

•

Our finance committee reviews management’s annual capital expenditure plans and management’s assessment of the Company’s capital structure, including dividend policies and stock repurchase programs, debt capacity, liquidity and refinancing risk. The finance committee reviews financing and liquidity initiatives to be proposed by management for board action. In addition, the finance committee reviews steps taken by management to ensure compliance with the Company’s financial management policies.

Our general counsel informs each committee and the board of directors of relevant legal and compliance issues, and each committee also has access to the Company’s outside counsel when they deem it advisable. Each committee also understands that it has the authority to engage such independent counsel as the committee deems necessary to carry out its duties and responsibilities.

Annually, our CEO and other senior executives, as deemed appropriate by management or our board members, make a presentation to our board of directors about risks associated with our business and how the Company manages and mitigates those risks. Because overseeing risk is an ongoing process, the board of directors also discusses risk throughout the year at other meetings in relation to proposed actions or discussions with respect to various aspects of our operations.

We believe that the board of directors’ approach to risk oversight provides a framework for the board in conjunction with management of the Company to assess the various risks, make informed decisions and approach existing and emerging risks in a proactive manner for the Company.

Compensation of Directors

The following table provides information concerning the compensation of our directors who are not named executive officers for fiscal 2015. For the period beginning on October 1, 2014 through June 30, 2015, RockTenn paid its directors annual retainer fees of $110,000, paid in equal quarterly installments. During this period, RockTenn’s non-executive chairman of the board received an additional annual fee of $40,000, the chairman of the audit committee received an additional annual fee of $20,000, the chairman of the compensation committee received an additional annual fee of $15,000, and each chairman of the other committees of our board of directors received an additional annual fee of $10,000.

As of the effective date of the Combination on July 1, 2015, we increased the annual retainer fees that we pay our directors to $115,000, increased the annual additional fee paid to the chairman of our compensation committee to $18,500 and increased the annual additional fees paid to the chairman of the finance committee and the chairman of the nominating and corporate governance committee to $15,000. The other director fees described above for RockTenn remain in effect for WestRock’s directors.

In addition, each then serving non-employee director of RockTenn received, on January 30, 2015, pursuant to the Company’s Amended and Restated 2004 Incentive Stock Plan (which we refer to as the “2004 Incentive Stock Plan”), a grant of 1,695 restricted shares of our Common Stock, which vested on July 1, 2015 in connection with the Combination. Each non-employee director of WestRock received, on October 29, 2015, 1,035 restricted shares of our Common Stock for their service from July 1, 2015 through December 31, 2015.

These factors account for differences among the compensation of the directors in the table below.

In accordance with SEC regulations, grants of restricted stock are valued at the grant date fair value computed in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification 718, “Compensation — Stock Compensation” (which we refer to as “ASC 718”). The fair value per share of grants of restricted stock awarded in fiscal 2015 is equal to the closing sale price of our Common Stock on the NYSE on the date of grant (i.e., $64.90 on January 30, 2015). We recognize such expense ratably over the vesting period but without reduction for assumed forfeitures (as we do for financial reporting purposes).

Director Compensation Table for Fiscal 2015


Name	Fees Earned or Paid in Cash ($)(1)		Stock Awards ($)(2)		Total ($)
Timothy J. Bernlohr	$	111,250	$	110,006	$	221,256
J. Powell Brown	$	111,250	$	110,006	$	221,256
Michael E. Campbell	$	28,750	$	0	$	28,750
Terrell K. Crews	$	131,250	$	110,006	$	241,256
Russell M. Currey	$	111,250	$	110,006	$	221,256
G. Stephen Felker	$	151,250	$	110,006	$	261,256
L.L. Gellerstedt III	$	135,500	$	110,006	$	245,506
John A. Luke, Jr.	$	48,750	$	0	$	48,750
Gracia C. Martore	$	38,750	$	0	$	38,750
James E. Nevels	$	28,750	$	0	$	28,750
Timothy H. Powers	$	28,750	$	0	$	28,750
Bettina M. Whyte	$	128,750	$	110,006	$	238,756
Alan D. Wilson	$	28,750	$	0	$	28,750

(1)	For Ms. Martore and Messrs. Campbell, Luke, Nevels, Powers and Wilson, these figures represent fees paid by WestRock following the Combination, for the period from July 1, 2015 through September 30, 2015.

(2)

Non-employee directors of RockTenn received stock awards on January 30, 2015. Amounts for 2015 stock awards are based on the closing sale price of our Common Stock on the NYSE of $64.90 on January 30, 2015. We report in this column the aggregate fair value of grants made in fiscal 2015 in accordance with ASC 718. Please refer to Note 15 to our financial statements in our annual report on Form 10-K for the fiscal year ended September 30, 2015 for a discussion of the assumptions related to the calculation of such value.

COMMON STOCK OWNERSHIP BY MANAGEMENT

AND PRINCIPAL STOCKHOLDERS

The table below shows, as of December 8, 2015, how many shares of our Common Stock each of the following beneficially owned: named executive officers (as defined below under “Executive Compensation — Compensation Discussion and Analysis — Introduction”), our directors and nominees, owners of 5% or more of our Common Stock and our directors and our executive officers as a group. Under the rules of the SEC, a person “beneficially owns” securities if that person has or shares the power to vote or dispose of the securities. The person also “beneficially owns” securities that the person has the right to acquire within 60 days. Under these rules, more than one person may be deemed to beneficially own the same securities, and a person may be deemed to beneficially own securities in which he or she has no financial interest. Except as shown in the footnotes to the table, the stockholders named below have the sole power to vote or dispose of the shares shown as beneficially owned by them.


	Beneficial Ownership of Common Stock
Directors and Named Executive Officers	Number of Shares		Percent of Class(1)
Steven C. Voorhees(2)		796,411		*

Ward H. Dickson(3)		23,344		*

Robert K. Beckler(4)		156,621		*

Michael E. Kiepura		283,757		*

James B. Porter III(5)		374,759		*

Robert B. McIntosh(6)		342,026		*

Timothy J. Bernlohr(7)		17,695		*

J. Powell Brown(8)		29,000		*

Michael E. Campbell(9)		41,685		*

Terrell K. Crews(10)		17,552		*

Russell M. Currey(11)		938,426		*

G. Stephen Felker(12)		79,520		*

Lawrence L. Gellerstedt III(13)		61,242		*

John A. Luke, Jr.(14)		2,988,977		1.15	%

Gracia C. Martore(15)		9,912		*

James E. Nevels(16)		2,847		*

Timothy H. Powers(17)		33,094		*

Bettina M. Whyte(18)		39,000		*

Alan D. Wilson(19)		11,511		*

All directors and executive officers as a group (20) persons, including Jennifer Graham-Johnson and A. Stephen Meadows, but not including Michael E. Kiepura(20)		6,129,614		2.41	%

Stockholders
FMR LLC(17)		27,136,277		10.6	%
The Vanguard Group, Inc.(21)		21,488,014		8.4	%

*	Less than 1%.

(1)

Based on 256,972,425 shares of Common Stock issued and outstanding as of December 8, 2015, plus, for each individual, the number of shares of Common Stock issuable upon exercise of outstanding stock options that are or will become exercisable on or prior to February 6, 2016 (60 days after December 8, 2015).

(2)	Share balance includes:

•

79,360 shares of restricted stock beneficially owned by Mr. Voorhees that will vest on January 25, 2016; and

•

258,453 shares issuable upon exercise of stock options beneficially owned by Mr. Voorhees.

(3)	Share balance includes 13,346 shares issuable upon exercise of stock options beneficially owned by Mr. Dickson.

(4)	Share balance includes:

•

1,451 shares held in the MeadWestvaco Corporation Savings and Employee Stock Ownership Plan for Salaried and Non-Bargained Employees; and

•

134,960 shares issuable upon exercise of stock options beneficially owned by Dr. Beckler.

(5)	Share balance includes:

•

73,920 shares of restricted stock beneficially owned by Mr. Porter that will vest on January 25, 2016;

•

136,549 shares issuable upon exercise of stock options beneficially owned by Mr. Porter; and

•

164,095 shares deemed beneficially owned by Mr. Porter as trustee of a joint trust for the benefit of his wife and him.

(6)	Share balance includes:

•

23,880 shares of restricted stock beneficially owned by Mr. McIntosh that will vest on January 25, 2016; and

•

112,182 shares issuable upon exercise of stock options beneficially owned by Mr. McIntosh.

(7)	Share balance includes 1,035 shares of restricted stock beneficially owned by Mr. Bernlohr that will vest on January 30, 2016.

(8)	Share balance includes:

•

1,035 shares of restricted stock beneficially owned by Mr. Brown that will vest on January 30, 2016;

•

27,735 shares held in a joint ownership investment account with Mr. Brown’s spouse; and

•

230 shares held by Mr. Brown’s son.

(9)	Share balance includes:

•

1,035 shares of restricted stock beneficially owned by Mr. Campbell that will vest on January 30, 2016; and

•

39,406 share units representing the same number of shares of Common Stock (which we refer to as the “Director Stock Units”) beneficially owned by Mr. Campbell and granted under the MeadWestvaco Corporation Compensation Plan for Non-Employee Directors and the 2005 Performance Incentive Plan. The rights of each applicable former MWV director with respect to these stock units are vested at all times, and distributions of the Director Stock Units are required to be made in Common Stock on the earliest practicable date following the end of the calendar quarter in which the applicable director’s membership on our board of directors is terminated.

(10)	Share balance includes 1,035 shares of restricted stock beneficially owned by Mr. Crews that will vest on January 30, 2016

(11)	Share balance includes:

•

1,035 shares of restricted stock beneficially owned by Mr. Currey that will vest on January 30, 2016;

•

85,616 shares deemed beneficially owned by Mr. Currey as trustee of a trust for the benefit of his mother;

•

185,932 shares beneficially owned by Mr. Currey that are owned by Boxwood Capital, LLC, a limited liability company of which Mr. Currey is the controlling member and president; and

•

569,565 shares owned by Mr. Bradley Currey for which Mr. Russell Currey is the proxy agent.

(12)	Share balance includes 1,035 shares of restricted stock beneficially owned by Mr. Felker that will vest on January 30, 2016.

(13)	Share balance includes:

•

1,035 shares of restricted stock beneficially owned by Mr. Gellerstedt that will vest on January 30, 2016; and

•

146 shares held by Mr. Gellerstedt’s daughter.

(14)	Share balance includes:

•

1,035 shares of restricted stock beneficially owned by Mr. Luke that will vest on January 30, 2016;

•

2,269 shares held by Mr. Luke’s spouse;

•

7,064 shares held by Mr. Luke’s son;

•

140,680 shares held in a family trust;

•

33,625 shares held in the MeadWestvaco Corporation Savings and Employee Stock Ownership Plan for Salaried and Non-Bargained Employees;

•

260,961 shares of restricted stock beneficially owned by Mr. Luke that will vest on January 4, 2016; and

•

2,218,258 shares issuable upon exercise of stock options beneficially owned by Mr. Luke.

(15)	Share balance includes:

•

1,035 shares of restricted stock beneficially owned by Ms. Martore that will vest on January 30, 2016; and

•

8,877 Director Stock Units beneficially owned by Ms. Martore.

(16)	Share balance includes:

•

1,035 shares of restricted stock beneficially owned by Mr. Nevels that will vest on January 30, 2016; and

•

1,812 Director Stock Units beneficially owned by Mr. Nevels.

(17)	Share balance includes:

•

1,035 shares of restricted stock beneficially owned by Mr. Powers that will vest on January 30, 2016; and

•

31,279 Director Stock Units beneficially owned by Mr. Powers.

(18)	Share balance includes 1,035 shares of restricted stock beneficially owned by Ms. Whyte that will vest on January 30, 2016.

(19)	Share balance includes:

•

1,035 shares of restricted stock beneficially owned by Mr. Wilson that will vest on January 30, 2016; and

•

10,476 Director Stock Units beneficially owned by Mr. Wilson.

(20)	Ms. Graham-Johnson and Mr. Meadows are executive officers. Mr. Kiepura retired from the Company, effective as of July 2, 2015. Share balance includes 2,918,884 shares issuable upon exercise of stock options beneficially owned by our executive officers.

(21)	This information is based upon a NASDAQ Report on the stock activity of the Company for the period from December 7, 2015 through December 11, 2015. Fidelity’s address is 245 Summer Street, Boston, MA 02210. Vanguard’s address is 100 Vanguard Blvd., Malvern, PA 19355.

EXECUTIVE OFFICERS

Identification of Executive Officers

The executive officers of the Company are as follows as of December 22, 2015:


Name	Age		Position Held
Steven C. Voorhees		61	Chief Executive Officer and President

Robert K. Beckler		54	President, Packaging Solutions

James B. Porter III		64	President, Paper Solutions

Ward H. Dickson		53	Executive Vice President and Chief Financial Officer

Robert B. McIntosh		58	Executive Vice President, General Counsel and Secretary

Jennifer Graham-Johnson		47	Chief Human Resources Officer

A. Stephen Meadows		65	Chief Accounting Officer

Steven C. Voorhees has served as WestRock’s chief executive officer and president since July 1, 2015. He served as RockTenn’s chief executive officer from November 2013 through June 30, 2015, as RockTenn’s president and chief operating officer from January 2013 through October 2013 and served as RockTenn’s executive vice president and chief financial officer, from September 2000 to January 2013. Mr. Voorhees also served as RockTenn’s chief administrative officer from July 2008 to January 2013.

Robert K. Beckler has served as WestRock’s president, Packaging Solutions, since July 1, 2015. He served as MWV’s executive vice president and president, packaging from 2014 through June 30, 2015, as president of MWV’s Brazilian operations from 2010 through 2013 and as MWV’s senior vice president, from 2012 through 2013, as MWV’s president of Specialty Chemicals from 2007 through 2009, and as MWV’s vice president, operations of Specialty Chemicals from 2004 to 2007. Dr. Beckler joined MWV in 1987.

James B. Porter III has served as WestRock’s president, Paper Solutions since July 1, 2015. He served as RockTenn’s president, Paper Solutions from April 2014 through June 30, 2015, as RockTenn’s president —corrugated packaging from July 2012 to April 2014, as RockTenn’s president — corrugated packaging and recycling from May 2011 to July 2012 and as executive vice president of RockTenn’s corrugated packaging business from July 2008 until May 2011. Mr. Porter joined RockTenn in connection with its acquisition of Southern Container Corp. in March 2008. Prior to his appointment as executive vice president of RockTenn, Mr. Porter served as the president and chief operating officer of Southern Container from 2004 and served as the president of Solvay Paperboard, a subsidiary of Southern Container, from 1997 through 2004.

Ward H. Dickson has served as WestRock’s executive vice president and chief financial officer since July 1, 2015. He served as RockTenn’s executive vice president and chief financial officer from September 2013 through June 30, 2015. From November 2011 until September 2013, he served as the senior vice president of finance for the global sales and service organization of Cisco Systems, Inc., and, from July 2009 to November 2011, he served as the vice president of finance for the global sales and service organization of Cisco. Mr. Dickson served as the vice president of finance at Scientific Atlanta, a division of Cisco, from February 2006 until July 2009. Prior to Cisco’s acquisition of Scientific Atlanta, Inc. in February 2006, Mr. Dickson had served as that company’s vice president of worldwide financial operations since 2003.

Robert B. McIntosh has served as WestRock’s executive vice president, general counsel and secretary since July 1, 2015. He served as RockTenn’s executive vice president, general counsel and secretary from January 2009 through June 30, 2015 and as RockTenn’s senior vice president, general counsel and secretary from August 2000 until January 2009. Mr. McIntosh joined RockTenn in 1995 as vice president and general counsel.

Jennifer Graham-Johnson has served as WestRock’s chief human resources officer since July 1, 2015. She served as RockTenn’s executive vice president, human resources from April 2012 through June 30, 2015, as RockTenn’s senior vice president, employee services from February 2012 until April 2012, as RockTenn’s vice president of employee services from August 2008 until February 2012 and as RockTenn’s vice president of benefits from November 2003 until August 2008. Ms. Graham-Johnson joined RockTenn in 1993.

A. Stephen Meadows has served as WestRock’s chief accounting officer since July 1, 2015. Mr. Meadows served as RockTenn’s chief accounting officer from July 2006 through June 30, 2015.

All of our executive officers are elected annually by, and serve at the discretion of, the board of directors. As described above, our bylaws provide that until July 1, 2018, the affirmative vote of at least three-fourths of the whole board of directors will be required for the removal or termination of, or any determination not to, or failure to, appoint Mr. Voorhees as our chief executive officer and president.

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

Introduction

In this section, we discuss the Company’s compensation program as it pertains to each person who served as our chief executive officer or chief financial officer during fiscal 2015 and our three other most highly-compensated executive officers who were serving at the end of fiscal 2015. We also include Michael E. Kiepura, the former president, Packaging Solutions of RockTenn, because he would have been one of the Company’s three other most highly compensated executive officers as of the end of fiscal 2015 if he had not retired following the effective date of the Combination. We refer to these six persons throughout as the “named executive officers” or our “NEOs.” Our discussion focuses on compensation and practices relating to our most recently completed fiscal year.

Our NEOs for fiscal 2015 include the following people who held the positions set forth opposite their respective names during fiscal 2015:


Name		Position Held
Steven C. Voorhees		Chief Executive Officer and President

Ward H. Dickson		Executive Vice President and Chief Financial Officer

Robert K. Beckler(1)		President, Packaging Solutions

Michael E. Kiepura(2)		President, Packaging Solutions

James B. Porter III		President, Paper Solutions

Robert B. McIntosh		Executive Vice President, General Counsel and Secretary

(1)	Dr. Beckler was appointed to the position of president, Packaging Solutions, as of the effective date of the Combination on July 1, 2015.

(2)	Mr. Kiepura retired the day after the effective date of the Combination on July 2, 2015.

Executive Summary

Our executive compensation program is based on a pay-for-performance model and uses long-term and short-term incentives to help drive performance and align the interests of our named executive officers with the interests of our stockholders. Our long-term incentives are primarily equity based and include a combination of performance-based restricted stock, stock units and stock options, and our short-term incentives focus on the performance goals that we believe drive stockholder value and for which our executives are responsible. Together, these incentives focus our executives on making decisions that will benefit our stockholders and our stock price over the long term. As noted in the discussion below, more than half of the compensation for each NEO, other than Mr. McIntosh, is equity based, and more than 75% of each NEOs’ compensation, other than Mr. McIntosh, is variable or at-risk, thereby closely aligning their compensation with the interests of our stockholders. Nearly half of Mr. McIntosh’s compensation is equity based and nearly 70% of his compensation is variable or at-risk. We believe that this has been an effective compensation model that has contributed to aggregate total stockholder returns for the Company for the past three, five and ten fiscal years of 49.12%, 121.87% and 687.68%, respectively.

Our NEOs’ base salaries provide a basic level of compensation and enable us to recruit and retain executives. In fiscal 2015, our NEOs’ base salaries, other than Mr. Kiepura who retired as of July 2, 2015, ranged from 94% to 132% of the market median based on our current peer group and survey data (as described below in the section titled “Consideration of Competitive Market Data Regarding Executive Compensation”). Our NEOs also receive annual incentives that reward performance based on various combinations of the following factors,

as applicable to the individual NEO: operating income, customer engagement survey results, safety results, the reduction and management of the costs of our home office and the effectiveness of our legal department. In accordance with our philosophy of paying for performance, an NEO’s performance-based compensation rises and falls with the performance of the Company as a whole.

In fiscal 2015, our executive compensation program performed as designed. During the year, the Company’s financial performance exceeded the target goal set by our compensation committee for the component of our NEOs’ annual bonus opportunities related to the Company’s operating income. Operating income is a key component of all of our NEOs’ bonus goals reflecting the significance we place on the financial performance of the Company. The superior performance of the Company in relation to our operating income resulted in awards that were greater than the target opportunity of this component of each of our NEO’s bonuses.

Customer engagement is an extremely important element of the Company’s culture and is therefore included in the bonus goals of each of our NEOs. The results of our customer engagement surveys in fiscal 2015 for the consolidated company exceeded the target bonus opportunity for this component of the annual bonuses of Messrs. Voorhees, Dickson and McIntosh. Our Paper Solutions business’s customer survey results exceeded the maximum bonus score for that category, which resulted in Mr. Porter receiving the maximum percentage of that component of his bonus for both RockTenn’s results from the period of the fiscal year prior to the Combination and for WestRock’s results for the final quarter of fiscal 2015. Similarly, our Packaging Solutions business exceeded the target goal for customer engagement results during the same period resulting in awards in excess of the target award for each of Mr. Kiepura and Dr. Beckler for that element of their bonus calculation.

We also place a high value and emphasis on safety and use it as an important measure of the bonus goals of our NEOs, other than Messrs. Dickson and McIntosh, who have no responsibility over manufacturing operations and therefore do not directly oversee the Company’s safety efforts. Variances in the Company’s overall safety results both as a company and by business resulted in differing rewards for our NEOs who are rewarded for favorable safety results.

The Company also reduced and managed costs that are within the control of home office staff during fiscal 2015 by an amount that exceeded the target bonus goal for that element and also exceeded the target bonus goal for maintaining and increasing those applicable home office savings from fiscal 2014. Messrs. Dickson and McIntosh therefore received higher awards for this element of their bonuses because of the significant roles they play over these cost savings efforts.

Our performance-based restricted stock that vested in fiscal 2015 was contingent on the Company achieving a specific cash flow to market equity ratio over specified multi-year periods. The Company achieved a cash flow to market equity ratio, as defined in the grants, of approximately 26% for the three-year period ending December 31, 2014, which exceeded the maximum level and resulted in the awards made in fiscal 2012 vesting at 200% of target. This increased the value of the equity incentive portion of our NEOs’ compensation, which is described below.

In consideration of the results of our annual and long term incentive programs, we believe that our short-term and long-term incentives achieved their objectives of motivating and rewarding performance and aligning the interests of our NEOs with those of our stockholders.

Executive Compensation Philosophy

Our executive compensation philosophy is based on the belief that the compensation of our employees, including our named executive officers, should be set at levels that allow us to attract and retain employees who are committed to achieving high performance and who demonstrate the ability to do so. We seek to provide an executive compensation package that is driven by our overall financial performance, increased stockholder value, the success of areas of our business directly impacted by the executive’s performance, and the performance of the

individual executive. We view our compensation program as a strategic tool that supports the successful execution of our business strategy. The core principles of this strategy include the following:

•

making compensation decisions that are based on a pay-for-performance model, thereby linking a substantial portion of total direct compensation to variable at-risk pay;

•

long-term incentives (which we refer to as “LTI”) should be used in addition to short-term incentives (which we refer to as “STI”) to encourage a focus on long-term strategy and execution;

•

equity compensation should be used in addition to cash compensation to align the interests of our executives with the interests of our stockholders;

•

compensation should reflect an employee’s level of responsibility and contribution, and the greater the responsibility, the greater the share of an employee’s compensation that should be at-risk with respect to performance; and

•

overall compensation must be competitive relative to other comparable organizations in order to attract and retain superior executives.

The following table shows the use of these principles in the weighting of the target total direct compensation elements as in effect at the end of fiscal 2015:


Mr. Voorhees (CEO)		NEOs (other than Mr. Voorhees)
Base Salary	11%	Base Salary	24%
Target Bonus	18%	Target Bonus	23%
Target LTI	71%	Target LTI	53%
Target Variable	89%	Target Variable	76%
LTI vs. STI	81%/19%	LTI vs. STI	70%/30%
Equity vs. Cash	71%/29%	Equity vs. Cash	53%/47%

Objectives of Our Executive Compensation Program

The objectives of our executive compensation program are to:

•

create a clear path between realized compensation and the successful execution of our business strategy;

•

attract and retain high quality executives capable of and committed to achieving superior performance;

•

enhance each individual executive’s performance;

•

align incentives with the areas of our business most directly impacted by the executive’s leadership and performance;

•

improve the overall performance of the Company;

•

increase stockholder value by creating a mutuality of interest between the executive officers and stockholders through equity compensation structures that promote the sharing of the risks and rewards of strategic decision-making; and

•

enhance the financial effectiveness of the program by taking into consideration the accounting treatment, deductibility and taxation of compensation decisions.

Administration of Our Executive Compensation Program

Our executive compensation program is administered by the compensation committee of our board of directors. As reflected in its charter, the compensation committee approves executive compensation and the related corporate and individual goals and objectives, determines the compensation of our CEO and approves the compensation of our other senior executives and evaluates our CEO’s performance relative to established goals and objectives.

Over the course of each year, the compensation committee reviews the relationship between our executive compensation program and the achievement of business objectives, as well as the competitiveness of the program.

The compensation committee retains a compensation consulting firm to provide objective analysis, advice and information to the compensation committee, including competitive market data and compensation recommendations related to our CEO and our other senior executives. Hay Group served as the independent compensation consultant to the compensation committee during fiscal 2015. The compensation consultant reports to the chairman of the compensation committee and has direct access to the other members of the compensation committee. The compensation consultant attends all significant meetings of the compensation committee and also meets with the compensation committee in person in executive sessions without management present. The decisions made by the compensation committee are the responsibility of the compensation committee and may reflect factors and considerations other than the information and recommendations provided by the compensation consultant. Hay Group did not provide the Company with any other services in fiscal 2015 but provided services to MWV prior to the Combination. After considering the factors adopted by the SEC, the compensation committee determined that Hay Group was independent and did not have a conflict of interest.

The compensation committee also considers input from our CEO in making determinations regarding our overall executive compensation program and the individual compensation of our senior executives other than our CEO. As part of the annual planning process, our CEO develops targets for our annual bonus program and presents them to the compensation committee for consideration, and, based on performance appraisals and information regarding competitive market practices provided by the compensation consultant, recommends base salary adjustments, annual bonus opportunities, and long-term incentive levels for our senior executives other than our CEO. In addition, each year, our CEO presents to the compensation committee and the directors his evaluation of each senior executive’s contribution and performance over the past year, strengths and development needs and actions, and reviews succession plans for each of our senior executives.

After taking into account advice and recommendations from our CEO and the compensation consultant, the compensation committee determines what changes, if any, should be made to the executive compensation program and sets the level of compensation for each senior executive with respect to each element in the compensation program. In setting these levels, the compensation committee reviews a detailed analysis of each senior executive’s annual total direct compensation (base salary, annual target bonus opportunity and the target amount of LTI awards), and the value of benefits under our retirement plans, including with respect to the competitive market data discussed below, and reviews compensation tally sheets with respect to our most senior executives that set forth each element of the executives’ compensation and benefits.

Say-on-Pay

In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act, RockTenn began providing its stockholders with the opportunity in 2011 to cast a nonbinding advisory vote regarding the compensation of our named executive officers in the prior fiscal year. At RockTenn’s annual stockholders’ meeting held on January 30, 2015, more than 98% of the votes cast were in favor of its executive compensation program. We considered this to be an extremely favorable result and determined not to make any changes to our compensation policies as a result of these votes. After the effective date of the Combination, we determined that,

going forward with WestRock, we would continue with the overall compensation policies that RockTenn’s compensation committee had implemented with respect to RockTenn prior to the Combination. We intend to continue to provide our stockholders the opportunity to cast advisory votes annually and will consider the results in future pay decisions.

Consideration of Competitive Market Data Regarding Executive Compensation

In determining the amount of senior executive compensation each year, RockTenn’s compensation committee reviewed competitive market data from a combination of a specific peer group of companies within the paper and packaging industry, as well as other industries, and various published survey data for similarly sized companies or business units in the “non-durable goods manufacturing” sector. In some cases, these surveys include “all manufacturing” or “general industry” data, when non-durable goods manufacturing categories are not available. For fiscal 2015, prior to the Combination, a peer group was selected for RockTenn based on the recommendation of its compensation consultant, who considered factors such as revenue size, nature of business, talent market, organizational complexity, and location. This peer group consisted of the following companies:



Alcoa Inc.		MeadWestvaco Corporation

Ball Corporation		Newell Rubbermaid Inc.

Bemis Company, Inc.		Nucor Corporation

Crown Holdings, Inc.		Owens-Illinois Inc.

The Goodyear Tire & Rubber Company		Packaging Corporation of America

Graphic Packaging Holding Company		Sealed Air Corporation

Greif Inc.		Sonoco Products Company

International Paper Company		United States Steel Corporation

Kimberly-Clark Corporation		Weyerhaeuser Company

After the Combination, WestRock’s compensation committee, together with its compensation consultant, reviewed each of RockTenn’s and MWV’s former peer groups and considered WestRock’s larger global footprint, increased revenues and strategic focuses and developed the following peer group for the Company’s compensation program effective as of July 1, 2015:



3M Company		Kimberly-Clark Corporation

Alcoa Inc.		Nucor Corporation

Ball Corporation		Owens-Illinois Inc.

Crown Holdings, Inc.		Packaging Corporation of America

The Goodyear Tire & Rubber Company		Sealed Air Corporation

Graphic Packaging Holding Company		United States Steel Corporation

International Paper Company		Weyerhaeuser Company

The compensation committee uses the competitive market data regarding base salary, annual performance bonuses and long-term incentives to assist directors in determining appropriate overall compensation levels but does not specifically benchmark to particular compensation levels. The following sets forth the compensation committee’s approach to the various components of executive compensation for our named executive officers relative to the competitive market data for executive talent discussed above:

•

Base salary — Salaries are determined based on the executive’s responsibilities, performance, experience, and the compensation committee’s judgment regarding competitive requirements and internal equity. We do not target a specific market data percentile for base salaries. Our salaries are individually determined and range broadly among our senior executives.

•

Annual performance bonus — Annual performance bonus opportunities are determined based on the executive’s individual responsibilities and experience and are individually set for each executive after reviewing market data. We do not target a specific market data percentile for bonus opportunities. Our bonus opportunities range broadly among our senior executives.

•

Long-term incentives — In setting LTI award values, the compensation committee reviews market levels of LTI awards for the peer group and other competitive market data. The compensation committee also reviews the types and mix of LTI instruments used by the peer group. We do not target a specific market data percentile for LTI value. Individual LTI awards are based on individual assessments, taking into account the executive’s responsibilities, performance, experience and other factors.

While the compensation committee reviews competitive market data regarding the various components of compensation for each of the NEOs and certain other senior executives, the primary data point used to assess executive compensation is target total direct compensation, which is comprised of the target total cash compensation (base salary and annual target bonus opportunity), plus the target amount of the LTI awards, although we do not target a specific market data percentile for target total direct compensation. Based on our current peer group and survey data, in fiscal 2015 since the effective date of the Combination, the target total direct compensation of our CEO was 101% of the market median, and the target total direct compensation of our other NEOs, other than Mr. Kiepura who retired on July 2, 2015, ranged from 89% to 133% of the market median.

The compensation committee believes that this approach results in appropriate levels of compensation for our senior executives and results in market levels of compensation that are necessary to attract, retain and motivate our senior executives. In making its determinations, the compensation committee does not take into account an individual’s net worth or the aggregate wealth accumulated or realized by the individual from past compensation grants.

Components of Our Executive Compensation Program

We provide a combination of pay elements and benefits to accomplish our executive compensation objectives, including both short-term and long-term incentives. We believe that long-term incentives are critical in aligning our executives’ interests with our stockholders’ interests and creating an effective retention measure.

The four primary components of our executive compensation program include:

•

base salary;

•

annual performance bonus;

•

long-term incentives; and

•

retirement benefits.

A description of these four components and related programs follows.

Base Salary. Base salary is designed to provide competitive levels of compensation to executives based upon their responsibilities, performance and experience, in relation to competitive market data. No specific formula is applied to determine the weight of each of these factors. We pay base salaries because they provide a basic level of compensation and are necessary to recruit and retain executives. In fiscal 2015 since the effective date of the Combination, our CEO’s base salary was 100% of the median market, and our NEOs’ base salaries, other than Mr. Kiepura who retired on July 2, 2015, ranged from 94% to 132% of the market median based on our current peer group and survey data.

At lower executive levels, base salaries represent a larger portion of total compensation in accordance with our pay philosophy. At more senior executive levels, a greater portion of overall compensation is progressively replaced with larger variable compensation opportunities. The compensation committee has historically followed a policy of primarily using performance bonus awards rather than base salary to reward outstanding performance.

Base salary levels are also important because we generally tie the amount of annual performance bonus and long-term incentive opportunities and a substantial portion of our retirement benefits to a percentage of each executive’s base salary.

Annual Performance Bonus. Our annual executive bonus program is designed to motivate senior executives and reward the achievement of specific performance goals that are in line with our business strategy. Annual bonus goals are established for each of the executives who participate in the program, including each of our named executive officers.

The size of the target annual executive bonus program opportunities are designed to provide competitive levels of compensation to executives based upon their experience, duties and scope of responsibilities. Target awards are based on a percentage of the executive’s base salary.

The amount actually paid to an executive under the annual executive bonus program is a function of the following variables: the executive’s target bonus opportunity; the goals established by the compensation committee for the executive; for each goal, the attainment of minimum achievement levels (threshold), capped by maximum achievement levels, and the compensation committee’s determination of the extent to which the executive’s goals were met. Awards earned under the annual executive bonus program are contingent upon continued employment with us through the end of the fiscal year or as otherwise determined by the compensation committee.

The fiscal 2015 bonus goals of each of our named executive officers are set forth below. The fiscal 2015 bonus goals of Mr. Voorhees, both prior to and after the Combination, were based exclusively on consolidated company measures because his position as our chief executive officer had a substantial impact on the achievement of those measures. The fiscal 2015 bonus goals of Mr. Dickson, our executive vice president and chief financial officer, were based both on consolidated company measures and home office measures, which are more fully described below, because his service in those capacities had a substantial impact on the achievement of each of those measures. The fiscal 2015 bonus goals of Mr. McIntosh were based on consolidated company measures, home office measures and the effectiveness of the legal department.

The fiscal 2015 bonus goals of each of Dr. Beckler and Messrs. Kiepura and Porter focused primarily on the results of the Company as a whole, other than certain safety goals and customer engagement goals that focused on the results of the businesses they oversaw.

The primary performance goals for each of our NEOs are operating income, customer engagement ratings and, other than for Messrs. Dickson and McIntosh, safety measures, with operating income having the greatest weighting because we believe that maximizing the operating income of the Company over the long-term will drive stockholder value. Customer engagement ratings are an important component of our performance goals

because they provide us with an objective measure of how our customers view the quality of our products, the level of our service and the value they receive from conducting business with us. During fiscal 2015, we used Gallup, an independent market research firm, to conduct our annual customer engagement surveys, which reports on a scale of 1 to 5 with 5 being the most favorable rating.

Safety has long been, and continues to be, an important aspect of our culture. We therefore include safety measures as part of the performance goals for all of our NEOs, other than Messrs. Dickson and McIntosh, because they have no responsibility for manufacturing operations. Our safety performance measures include the number of workers’ compensation claims (which we refer to as “TWCC”) and the severity of injuries as measured by the number of workdays lost due to injuries (which we refer to as “LWD”). TWCC is equal to (i) the number of workers’ compensation claims made in the Company or a particular business unit, as applicable, during a fiscal year, multiplied by 200,000, divided by (ii) the actual number of hours worked during a particular period. LWD is equal to (i) the number of workdays lost due to injuries in the Company or by a particular business unit, as applicable, during a particular period, multiplied by 200,000, divided by (ii) the actual number of hours worked during the particular period.

In the cases of Messrs. Dickson and McIntosh, cost savings that are within the control of the home office staff are an important area of their performance measurement because each of them has responsibility for a substantial portion of our corporate administrative costs. These cost savings goals include maintaining or increasing prior year savings and reducing current year costs.

For fiscal 2015, the Company’s compensation committee established the following bonus goals and performance benchmarks for Mr. Voorhees under the annual executive bonus program. For the period from October 1, 2014 through June 30, 2015, when Mr. Voorhees was serving as RockTenn’s chief executive officer, he was eligible to earn a prorated cash bonus of up to a maximum of 160% of his base salary as of January 1, 2015, to the extent RockTenn achieved the following goals at or in excess of the maximum performance benchmark:


				Performance Benchmarks (Dollars in 000s)
Goal	Weight			Threshold		Target		Maximum
RockTenn Operating Income (10/01/14 - 06/30/15)		75	%	$	514,235	$	642,776	$	739,182

RockTenn Customer Engagement		10	%		3.2		3.65		4

RockTenn Safety (TWCC)		7.5	%		2.5		2		1.5

RockTenn Safety (LWD)		7.5	%		25		17.5		10

For the period from July 1, 2015 through September 30, 2015, when Mr. Voorhees was serving as WestRock’s chief executive officer and president, he was eligible to earn a prorated cash bonus of up to a maximum of 200% of his base salary as of July 1, 2015, to the extent WestRock achieved the following goals at or in excess of the maximum performance benchmark:


				Performance Benchmarks (Dollars in 000s)
Goal	Weight			Threshold		Target		Maximum
WestRock Operating Income (07/01/15 - 09/30/15)		75	%	$	359,600	$	423,100	$	465,400

WestRock Customer Engagement		10	%		3.2		3.65		4

WestRock Safety (TWCC)		7.5	%		2.5		2		1.5

WestRock Safety (LWD)		7.5	%		25		17.5		12.5

For fiscal 2015, the Company’s compensation committee established the following bonus goals and performance benchmarks for Mr. Dickson under the annual executive bonus program. For the period from October 1, 2014 through June 30, 2015, when Mr. Dickson was serving as RockTenn’s executive vice president and chief financial officer, he was eligible to earn a prorated cash bonus of up to a maximum of 110% of his base salary as of January 1, 2015, to the extent RockTenn achieved the following goals at or in excess of the maximum performance benchmark:


				Performance Benchmarks (Dollars in 000s)
Goal	Weight			Threshold		Target		Maximum
RockTenn Operating Income (10/01/14 - 06/30/15)		60	%	$	514,235	$	642,776	$	739,182

RockTenn Customer Engagement		10	%		3.2		3.65		4

Home Office -

Reduce and Manage FY15 Costs		20	%	$	60,000	$	75,000	$	85,000

Home Office -

Maintain/Increase FY14 Savings		10	%	$	80,000	$	85,000	$	90,000

For the period from July 1, 2015 through September 30, 2015, when Mr. Dickson was serving as WestRock’s executive vice president and chief financial officer, he was eligible to earn a prorated cash bonus of up to a maximum of 110% of his base salary as of July 1, 2015, to the extent we achieved the following goals at or in excess of the maximum performance benchmark:


				Performance Benchmarks (Dollars in 000s)
Goal	Weight			Threshold		Target		Maximum
WestRock Operating Income (07/01/15 - 09/30/15)		60	%	$	359,600	$	423,100	$	465,400

WestRock Customer Engagement		10	%		3.2		3.65		4

Home Office -

Reduce and Manage FY15 Costs		20	%	$	60,000	$	75,000	$	85,000

Home Office -

Maintain/Increase FY14 Savings		10	%	$	80,000	$	85,000	$	90,000

Dr. Beckler was an executive officer of MWV prior to the Combination. For the period from July 1, 2015 through September 30, 2015, when Dr. Beckler was serving as WestRock’s president, Packaging Solutions, the Company’s compensation committee established the following bonus goals and performance benchmarks for him under the annual executive bonus program. He was eligible to earn a prorated cash bonus of up to a maximum of 200% of his base salary as of July 1, 2015 to the extent WestRock achieved the following goals at or in excess of the maximum performance benchmark:


				Performance Benchmarks (Dollars in 000s)
Goal	Weight			Threshold		Target		Maximum
WestRock Operating Income (07/01/15 - 09/30/15)		75	%	$	359,600	$	423,100	$	465,400

WestRock Packaging Solutions Customer Engagement		10	%		3.2		3.65		4

WestRock Packaging Solutions - Safety (TWCC)		7.5	%		2.5		2		1.5

WestRock Packaging Solutions - Safety (LWD)		7.5	%		25		15		10

For the period from October 1, 2014 through June 30, 2015, when Mr. Kiepura was serving as RockTenn’s president, Packaging Solutions, the Company’s compensation committee established the following bonus goals and performance benchmarks for Mr. Kiepura under the annual executive bonus program. He was eligible to earn a prorated cash bonus of up to a maximum of 135% of his base salary as of January 1, 2015, to the extent RockTenn achieved the following goals at or in excess of the maximum performance benchmark:


				Performance Benchmarks (Dollars in 000s)
Goal	Weight			Threshold		Target		Maximum
RockTenn Operating Income (10/01/14 - 06/30/15)		75	%	$	514,235	$	642,776	$	739,182

RockTenn Packaging Solutions Customer Engagement		10	%		3.2		3.65		4

RockTenn Packaging Solutions - Safety (TWCC)		7.5	%		2.5		2		1.5

RockTenn Packaging Solutions - Safety (LWD)		7.5	%		20		15		10

For fiscal 2015, the Company’s compensation committee established the following bonus goals and performance benchmarks for Mr. Porter under the annual executive bonus program. For the period from October 1, 2014 through June 30, 2015, when Mr. Porter was serving as RockTenn’s president, Paper Solutions, he was eligible to earn a prorated cash bonus of up to a maximum of 135% of his salary as of January 1, 2015, to the extent we achieved the following goals at or in excess of the maximum performance benchmark:


				Performance Benchmarks (Dollars in 000s)
Goal	Weight			Threshold		Target		Maximum
RockTenn Operating Income (10/01/14 - 06/30/15)		75	%	$	514,235	$	642,776	$	739,182

RockTenn Paper Solutions Customer Engagement		10	%		3.2		3.65		4

RockTenn Paper Solutions - Safety (TWCC)		7.5	%		3		2.25		1.5

RockTenn Paper Solutions - Safety (LWD)		7.5	%		30		20		15

For the period from July 1, 2015 through September 30, 2015, when Mr. Porter was serving as WestRock’s president, Paper Solutions, he was eligible to earn a prorated cash bonus of up to a maximum of 135% of his salary as of July 1, 2015 to the extent we achieved the following goals at or in excess of the maximum performance benchmark:


				Performance Benchmarks (Dollars in 000s)
Goal	Weight			Threshold		Target		Maximum
WestRock Operating Income (07/01/15 - 09/30/15)		75	%	$	359,600	$	423,100	$	465,400

WestRock Paper Solutions Customer Engagement		10	%		3.2		3.65		4

WestRock Paper Solutions - Safety (TWCC)		7.5	%		3		2.25		1.5

WestRock Paper Solutions - Safety (LWD)		7.5	%		30		20		15

For fiscal 2015, the Company’s compensation committee established the following bonus goals and performance benchmarks for Mr. McIntosh under the annual executive bonus program. For the period from October 1, 2014 through June 30, 2015, when Mr. McIntosh was serving as RockTenn’s executive vice president, general counsel and secretary, he was eligible to earn a prorated cash bonus of up to a maximum of 100% of his base salary as of January 1, 2015, to the extent RockTenn achieved the following goals at or in excess of the maximum performance benchmark:


				Performance Benchmarks (Dollars in 000s)
Goal	Weight			Threshold		Target		Maximum
RockTenn Operating Income (10/01/14 - 06/30/15)		60	%	$	514,235	$	642,776	$	739,182

RockTenn Customer Engagement		10	%		3.2		3.65		4

Home Office -

Reduce and Manage FY15 Costs		15	%	$	60,000	$	75,000	$	85,000

Home Office -

Maintain/Increase FY14 Savings		5	%	$	80,000	$	85,000	$	90,000

Legal Department Effectiveness		10	%		1		2		3

For the period from July 1, 2015 through September 30, 2015, when Mr. McIntosh was serving as WestRock’s executive vice president, general counsel and secretary, he was eligible to earn a prorated cash bonus of up to a maximum of 100% of his base salary as of July 1, 2015, to the extent we achieved the following goals at or in excess of the maximum performance benchmark:


				Performance Benchmarks (Dollars in 000s)
Goal	Weight			Threshold		Target		Maximum
WestRock Operating Income (07/01/15 - 09/30/15)		60	%	$	359,600	$	423,100	$	465,400

WestRock Customer Engagement		10	%		3.2		3.65		4

Home Office -

Reduce and Manage FY15 Costs		15	%	$	60,000	$	75,000	$	85,000

Home Office -

Maintain/Increase FY14 Savings		5	%	$	80,000	$	85,000	$	90,000

Legal Department Effectiveness		10	%		1		2		3

The compensation committee sets these performance goals and related performance benchmarks at the beginning of each fiscal year, and as needed to account for changes in the Company, such as the Combination, after considering management’s recommendations, the confidential business plan and the budget for that fiscal year. The compensation committee sets the required performance benchmark to achieve a maximum payout for a particular performance goal at ambitious levels that can only be attained when applicable results are exceptional and which justify the higher award payments. We set goals at a level where we expect an executive to achieve a maximum payout with respect to a particular performance goal one or two years out of ten. Similarly, we set goals at a level where we expect an executive to achieve a threshold payout or less with respect to a particular performance goal one or two years out of ten.

Potential bonus payouts under our annual executive bonus program depend on the level at which the performance benchmarks are achieved as set forth in the table below, based on a percentage of the executive’s applicable base salary. The failure to achieve at least a threshold performance benchmark with respect to a particular bonus goal will result in no payout for that portion of the bonus. The achievement in excess of the maximum performance benchmark with respect to a particular bonus goal will result in a maximum payout for that bonus goal. The achievement in excess of the threshold performance benchmark with respect to a particular bonus goal, but at a level below the maximum performance benchmark, will result in a payout based on straight-line linear interpolation for that bonus goal.

The compensation committee is responsible for assessing actual performance relative to performance benchmarks for each goal and, in doing so, determines and certifies the amount of any final bonus payout. For fiscal 2015, the compensation committee determined and certified that the named executive officers achieved overall performance benchmarks resulting in the executive bonus payout as a percentage of their salaries at the end of the fiscal year or the end of the applicable period set forth by their respective names shown below in the column entitled “Actual 2015 Executive Bonus Payout.”


NEO	Payout Based on Achieving Benchmark at Threshold			Payout Based on Achieving Benchmark at Target			Payout Based on Achieving Benchmark at Maximum			Actual 2015 Executive Bonus Payout
Steven C. Voorhees (10/01/14 - 06/30/15)		100	%		120	%		160	%		145.06	%
(07/01/15 - 09/30/15)		125	%		150	%		200	%		181.32	%
Ward H. Dickson		70	%		90	%		110	%		103.42	%
Robert K. Beckler (07/01/15 - 09/30/15)		50	%		100	%		200	%		128.93	%
Michael E. Kiepura (10/01/14 - 06/30/15)		75	%		100	%		135	%		125.56	%
James B. Porter III		75	%		100	%		135	%		120.89	%
Robert B. McIntosh		50	%		75	%		100	%		92.69	%

During fiscal 2011 through 2015, the person serving as our CEO during the applicable year received an average bonus payout that is 115% of the target level, while during that same period, our named executive officers (other than our CEO) received an average bonus that is 114.6% of the target level. For fiscal 2016, the bonus goals for each of the named executive officers shown above, other than Mr. Kiepura, have been modified to focus on EBITDA and productivity improvement, both realized and run rate, with respect to our Company as a whole for all of our named executive officers and to remove the factors related to home office cost reductions of Messrs. Dickson and McIntosh. Our focus on customer engagement and safety continues to be a factor in our fiscal 2016 bonus goals.

Long-Term Incentives. We emphasize long-term variable compensation at the senior executive level over short-term variable compensation because of our desire to reward effective long-term management decision-making and our desire to attract and retain executives who have the potential to positively impact both our short-term and long-term profitability. Long-term incentives are designed to allow us to focus attention on the successful execution of our long-term business strategy and future returns to our stockholders and are presently delivered to the named executive officers other than Dr. Beckler through the 2004 Incentive Stock Plan and to Dr. Beckler through our 2005 Performance Incentive Plan formerly in place at MWV (which we refer to as the “2005 Performance Incentive Plan”). The compensation committee administers the 2004 Incentive Stock Plan and the 2005 Performance Incentive Plan and may award (a) stock options, (b) stock appreciation rights, (c) stock grants, (d) stock unit grants and (e) cash awards. The Company’s compensation committee generally has made annual or special awards to our named executive officers that have included a combination of performance-based restricted stock, stock units and stock options.

Restricted Stock, Stock Units and Stock Options. On March 9, 2015, RockTenn’s compensation committee made long-term incentive award grants to our named executive officers who were officers of RockTenn at the time consisting of performance-based restricted stock grants and stock options made pursuant to our 2004 Incentive Stock Plan. The restricted stock grants awarded on March 9, 2015 have a service condition and a

performance condition. Because MWV and RockTenn had entered into an agreement to effect the Combination, the restricted stock grants contained two alternative performance conditions. One that would apply if the Combination closed, and one that would apply if the Combination did not close. If the Combination did not close, the awards would be based upon RockTenn’s achievement of a certain “cash flow per share” during the three-year period beginning January 1, 2015 and ending on December 31, 2017. “Cash flow per share” would be calculated in a manner similar to the calculation described below with respect to the awards made on August 5, 2015.

MWV and RockTenn had agreed that if the Combination closed, any long-term service awards made to their respective employees in fiscal 2015 prior to the Combination would be truncated and prorated for the period that occurred before the Combination. The awards that covered the period after the Combination would be forfeited, and WestRock would issue new awards to the former award recipients who remained with WestRock, which new awards would all contain the same performance criteria that would be based upon WestRock’s future performance. As a result of this proration, all WestRock employees would be judged on the same performance metrics going forward and therefore be motivated by the same performance goals.

As of July 1, 2015, the effective date of the Combination, the initial award amounts were therefore prorated based on the number of days completed from January 1, 2015 through the closing of the Combination on July 1, 2015, which was 182 days, compared to the number of days of the 3-year vesting period contained in the original award. Based on the proration, the original target award amounts were reduced to 16.61% of the initial award amounts.

Accordingly, as of July 1, 2015, each of the NEOs who is a former RockTenn officer had the following numbers of long-term incentive grants remaining from the awards made to them on March 9, 2105:


Name	Target Award - # of Restricted Shares		Stock Options - # of Shares Subject to Exercise
Steven C. Voorhees		9,723		6,440
Ward H. Dickson		2,042		1,353
Michael E. Kiepura		3,567		2,363
James B. Porter III		3,992		2,644
Robert B. McIntosh		1,321		875

We believe that the combination of performance-based restricted stock with stock options is a strong at-risk, long-term incentive portfolio that provides strong alignment among our stock price performance, our management team’s long-term execution of our strategic plan, and the long-term incentive amounts actually realized by our executive team.

The stock options granted to each of the NEOs who is a former RockTenn officer for the pre-Combination period have an exercise price of $64.90 per share of Common Stock, the closing sale price of RockTenn’s stock on the NYSE on January 30, 2015, the date the original grant was calculated. The closing sale price of RockTenn’s stock on the NYSE on March 9, 2015 was $64.71.

The performance condition that became effective upon the effective date of the Combination is based on the level of “operating income” (as defined in the grants) achieved by RockTenn during the period beginning on January 1, 2015 and ending on June 30, 2015 (which we refer to as the “Stub Period”). We chose this short-term performance measure because it was a quantifiable goal pursuant to which we could measure RockTenn’s performance during the Stub Period. The target level operating income for the Stub Period was $448,708,916. The amount of shares that could be received by the NEOs depended on the level of achievement relative to the target level operating income, with achievement of a threshold level of at least 80% of the target level operating income being required for the NEOs to receive any shares. The maximum number of shares of 200% of the target amount would have been received if RockTenn achieved at least 115% of the target level operating income

during the Stub Period. The actual operating income achieved by RockTenn during the Stub Period was $479,996,994, which resulted in the stock grants converting to service based rewards at 146.5% of the target award amount, with vesting subject to each NEOs’ satisfaction of the remaining service condition.

On August 5, 2015, the compensation committee made additional long-term incentive award grants to our named executive officers to replace the awards made to the former RockTenn named executive officers on March 9, 2015, and, in the case of Dr. Beckler, awards that were made to him by MWV on February 23, 2015, in each case, that were forfeited as a result of the Combination as described above. The replacement awards granted to Messrs. Voorhees, Dickson and McIntosh were recalculated from the original grant award target amounts to take into account increases in the salaries of Messrs. Voorhees and McIntosh and modified long term incentive targets for Messrs. Voorhees and Dickson, in each case, that were made in connection with the Combination. The following long-term incentive awards were made to the NEOs on August 5, 2015:


Name	Target Award - # of Restricted Shares		Stock Options - # of Shares Subject to Exercise
Steven C. Voorhees		74,755		58,130
Ward H. Dickson		13,635		10,605
Robert K. Beckler		12,085		16,110
James B. Porter III		20,730		16,120
Robert B. McIntosh		7,405		5,760

The awards to the former RockTenn NEOs consisted of performance-based restricted stock grants and stock options made pursuant to our 2004 Incentive Stock Plan. The awards made to Dr. Beckler consisted of performance-based restricted stock units and stock options made pursuant to our 2005 Performance Incentive Plan. The restricted stock unit awards made to Dr. Beckler will result in the award of stock upon their vesting in the same manner as the restricted stock granted to the former RockTenn NEOs and have similar rights and restrictions, except where otherwise noted in this proxy statement. The stock options have an exercise price of $62.75 per share of Common Stock, the closing sale price on the NYSE on August 5, 2015.

Except as described below, and subject to the terms of the 2004 Incentive Stock Plan and the respective option certificates, all of the stock options of the former RockTenn NEOs that were granted during fiscal 2015 are exercisable in one-third increments on each of January 30, 2016, January 30, 2017 and January 30, 2018 and will expire on the earlier of the date that is 90 days after the date of an applicable officer’s termination of employment with the Company or January 30, 2025. Upon a termination of employment as a result of his death or disability, or if an officer’s employment terminates after he has reached the age of 60 years and has completed at least 10 consecutive years of continuous service for the Company, the stock options of an NEO will be immediately exercisable in full for the earlier of a period of one year or until January 30, 2025.

Except as described below, and subject to the terms of the 2005 Performance Incentive Plan and his option certificate, Dr. Beckler’s stock options are exercisable in one-third increments on each of February 23, 2016, February 23, 2017 and February 23, 2018. In the event Dr. Beckler’s employment with us is terminated due to his disability, the unvested portion of his stock options will immediately vest and his right to exercise the vested portion of the stock options will expire on the earlier of the date that is three years after the date of his termination and February 23, 2025. In the event of termination of his employment on or after age 55 (with 20 years of service), the unvested portion of his stock options will continue to vest after termination and his right to exercise the vested portion of his stock options will expire on the earlier of the date that is five years from the date of his termination and February 23, 2025. In the event of Dr. Beckler’s termination of employment due to his death, the unvested portion of his stock options will immediately vest and the right to exercise the vested portion of the stock options will expire on the earlier of the date that is 3 years after the date of death and February 23, 2025.

The restricted stock grants and stock units have a service condition and a performance condition. The performance condition is based on our “cash flow per share,” calculated as the Company’s “cash flow” (as defined below), divided by 2.5, divided by the average of the “diluted weighted average shares outstanding”

during the 10 quarters in the period beginning July 1, 2015 and ending December 31, 2017. The term “cash flow” means our “net cash provided by operating activities,” as described in the Company’s statements of cash flow during the period beginning on July 1, 2015 and ending December 31, 2017, minus the actual amount of “capital expenditures” as described in the Company’s statements of cash flow up to $2.13 billion, excluding certain contemplated capital expenditures, during the period beginning July 1, 2015 and ending December 31, 2017, plus the sum of all items included in the “investing activities” section of the Company’s statements of cash flow during the period beginning July 1, 2015 and ending December 31, 2017, but excluding amounts shown for capital expenditures, cash paid or received for purchase of businesses, investments in subsidiaries or cash received in merger, plus the after-tax impact of any fees and costs paid in connection with certain litigation, plus the after-tax cash impact of any merger-related and spin-off related integration and restructuring costs or payments, plus 25% (or the Company’s actual ownership percentage, if different than 25%) of the free cash flow of the Company’s proposed joint venture with Grupo Gondi, if the venture is completed, minus, in the sole discretion of our compensation committee, the actual amount of “capital expenditures” as such amounts are set forth in the Company’s statements of cash flow over $2.13 billion during the period beginning July 1, 2015 and ending December 31, 2017.

We chose a two and one-half year performance period for the August 5, 2015 awards to measure the Company’s long-term performance because our named executive officers were already being rewarded for the Company’s performance during the Stub Period pursuant to the stock grants and stock units awarded before the effective date of the Combination. We intend to measure the performance of the Company in future long-term incentive awards for our NEOs in three-year increments, as we generally have in the past.

Subject to the satisfaction of the applicable service requirement, the actual number of shares that will vest pursuant to the grants made on August 5, 2015 will be a percentage of the respective target awards based on “cash flow per share” as follows:


Cash Flow Per Share	Percent of Target Award
³ $5.16		200	%
³ $4.30 but < $5.16		100	%
³ $3.01 but < $4.30		50	%
< $3.01		0	%

Awards for performance between these goal levels will be interpolated on a linear basis; provided, however, performance in excess of 200% of the target goal level will in no event result in additional restricted stock awards or restricted stock units being settled in shares of Common Stock.

None of the shares of restricted stock will have voting rights until they are registered in the name of the applicable individual. The NEOs will be credited with dividend equivalents, as dividends are declared by the Company, which will be converted to additional restricted stock awards for the NEOs who are former RockTenn officers, and additional restricted stock units, for Dr. Beckler, which will each ultimately be settled in shares of Common Stock at the same time and on the same terms as the underlying restricted stock and restricted stock units; provided, however, that in no event will stock grant awards or restricted stock units be settled in shares of Common Stock that exceed 200% of the applicable target award amount.

Except as provided below, all of the restricted shares and restricted stock units described above granted to our NEOs will vest on January 31, 2018, unless forfeited or vested before then, so long as the respective NEO is still employed by the Company on that date. If an NEO’s employment is terminated due to his death or disability prior to the date when his restricted stock or stock units would have vested as described above, he (or his beneficiaries) will be entitled to all of the shares that would have otherwise vested had his employment not been terminated by reason of his death or disability once the applicable amount has been determined in accordance with the formula described above.

Our compensation committee has also determined that any restricted stock awards made pursuant to the 2004 Incentive Stock Plan and stock unit awards made pursuant to the 2005 Performance Incentive Plan will vest early in the event of a “change in control termination event.” A “change in control termination event” would occur if a grant recipient’s employment with the Company or its successor is terminated by the Company or its successor (other than for “cause”) or, in the case of the NEOs who are former RockTenn officers only, the grant recipient leaves the Company or its successor for “good reason” following a change in control of the Company prior to the vesting date of the restricted stock or stock units. “Cause” would include conviction of a felony, willful misconduct in connection with, or material neglect of, duties as an employee which goes uncured for 30 days after written notice, misappropriation or embezzlement of funds, fraud or other acts of dishonesty and willful misconduct, personal dishonesty or gross negligence that causes material injury to the Company. “Good reason” would include, among other occurrences, the assignment to the grant recipient of duties inconsistent with his or her position immediately prior to the change in control or a substantial decrease in his or her responsibilities; a reduction in the grant recipient’s annual base salary; the elimination of a material element of the recipient’s compensation or material reduction of the recipient’s participation in the material element of compensation from substantially the same basis as before the change in control; the elimination of substantially similar pension or welfare plans (except for across-the-board reductions of such benefits for all similarly placed employees), or a material reduction of any material fringe benefit.

Each of the named executive officers is required to retain ownership of fifty percent (50%) of the restricted stock or stock units awarded to him for a period of two years following the vesting of the restricted stock. The two-year retention period will not apply to any shares to the extent that the executive continues to own an amount of our Common Stock at least equal to the amount of shares required under the preceding sentence, plus an amount of shares required to be held under our stock ownership guidelines (described below). In addition, NEOs are not subject to the retention requirements after termination of employment. The fifty percent (50%) requirement will apply only to the amount of restricted stock remaining after shares of Common Stock have been sold or otherwise reduced to satisfy any federal, state or local withholding tax liability arising from the granting or vesting of such restricted stock.

By accepting his restricted stock units and stock options made in August 5, 2015 pursuant to the 2005 Performance Incentive Plan, Dr. Beckler agreed to comply with the following restrictive covenants. Dr. Beckler agreed that at all times during his employment with the Company and its affiliates and thereafter to hold in strictest confidence, and not to use, any Confidential Information (as defined below), except for the benefit of the Company, and not to disclose any Confidential Information to any person or entity without the written authorization of the Company, except as otherwise required by law. The term “Confidential Information” means information that the Company or any of its affiliates owns or possesses, that the Company or its affiliates have developed at significant expense and effort, that they use or that is potentially useful in the business of the Company or its affiliates, that the Company or its affiliates treat as proprietary, private or confidential, and that is not generally known to the public. Confidential Information includes, but is not limited to, information that qualifies as a trade secret under applicable law. Dr. Beckler has acknowledged that his relationship with the Company is one of confidence and trust such that he has in the past been, and may in the future be, privy to Confidential Information of the Company or its affiliates.

Dr. Beckler also agreed that during the his employment with the Company and its affiliates, and during the 12 month period following his termination of employment for any reason (which we refer to as the “Restricted Period”), Dr. Beckler will not, directly or indirectly, (i) solicit, hire or attempt to hire any employee of the Company or any of its affiliates as an employee, consultant or independent contractor of Dr. Beckler or any other person or business entity, or (ii) solicit any employee, consultant or independent contractor of the Company or any of its affiliates to change or terminate his or her relationship with the Company or any of its affiliates, unless in each case more than six months have elapsed between the last day of the applicable person’s employment or service with the Company or any of its affiliates and the first date of any solicitation or hiring.

Dr. Beckler also agreed that during his employment with the Company and its affiliates and during the Restricted Period he will not, either directly or indirectly, solicit or do business with, or attempt to solicit or do

business with, any customer with whom he had material contact, or about whom he received Confidential Information within 12 months prior to the date of his termination of employment with the Company and its affiliates for the purpose of providing such customer with services or products competitive with those offered by the Company or any of its affiliates during his employment with the Company or its affiliates; or encourage any customer with whom he had material contact, or about whom he received Confidential Information within 12 months prior to his date of termination to reduce the level or amount of business such customer conducts with the Company or any of its affiliates.

Dr. Beckler also agreed that during his employment with the Company and its affiliates and during the Restricted Period, he will not, without the Company’s express written consent, in any geographic area in which he had responsibility within the last two years prior to his termination of employment where the Company or its affiliates do business, directly or indirectly in the same or similar capacity to the services he performed for the Company and its affiliates; own, maintain, finance, operate, invest or engage in any business that competes with the businesses of the Company and its affiliates in which Dr. Beckler was materially involved during the two years prior to the termination of his employment with the Company and its affiliates; or provide services, as an employee, consultant, independent contractor, agent or otherwise, to any business that competes with the Company and its affiliates in businesses in which he was materially involved during the two years prior to his termination.

Dr. Beckler has also agreed that, in the event he breaches any of the covenants or agreements described above, the Company may in its discretion determine that he has forfeited the outstanding restricted stock units or stock options (without regard to whether the restricted stock units or stock options have vested), and the outstanding restricted stock units will immediately terminate, and the Company may in its discretion require Dr. Beckler to return to the Company any cash or shares received upon distribution of the restricted stock units or stock options awarded pursuant to the August 5, 2015 grant. The compensation committee may exercise the rights described above within one year after the Company’s discovery of Dr. Beckler’s breach of any of the covenants or agreements contained above.

Retirement Benefits. We also provide certain retirement benefits to our named executive officers in order to provide financial security in retirement and attract and retain high quality senior executives. These benefits are discussed in detail below in the section titled “Executive Compensation Tables — Retirement Plans.”

Perquisites. Perquisites are not a significant element of our executive compensation program. We do not reimburse our NEOs for club memberships or provide tax gross-up payments, other than to Mr. Porter with respect to his automobile allowance and life insurance payments.

Certain perquisites are provided that enable our NEOs to perform their responsibilities more efficiently. For example, Messrs. Voorhees and Porter may use our airplanes for business and limited personal use. This perquisite helps keep them more secure, ensures their quick availability for company matters and permits them to work on company business without distractions. We believe that the benefit to us of providing this perquisite outweighs the costs to the Company.

Agreements with Robert K. Beckler. The Company and Dr. Beckler are parties to a change of control agreement that he previously entered into with MWV prior to the Combination. His change of control agreement provides for continued employment for two years after a change of control on terms substantially similar to those in effect before the change of control. The Combination constitutes a change in control under Dr. Beckler’s agreement. Dr. Beckler will receive severance benefits in the event of a qualifying termination of employment within two years after the effective date of the Combination. A “qualifying termination” is a termination of Dr. Beckler’s employment with the Company other than for cause or disability, or a termination of employment by Dr. Beckler for “good reason.” “Good reason” means a material reduction in Dr. Beckler’s position, duties, responsibilities or salary grade, a failure of the Company to comply with his change of control agreement, or a change in Dr. Beckler’s office location of more than 40 miles. “Cause” is defined to mean Dr. Beckler’s willful

and continued failure to perform his duties, willful engagement in gross misconduct, or a violation of the Company’s codes of conduct applicable to him that is materially injurious to the Company.

In the event of a qualifying termination of employment, Dr. Beckler will be paid a lump sum severance amount equal to no more than two times his annual base salary plus the average annual incentive compensation paid over the three years before the effective date of the Combination. Dr. Beckler will also be entitled to a pro rata bonus for the year of his termination and a cash lump sum payment in lieu of health care continuation coverage for a period of two years, plus payment for outplacement services and financial planning. As a condition to the receipt of his severance benefits, Dr. Beckler would be required to execute a general release of claims against the Company.

Dr. Beckler is also a party to a restrictive covenant agreement that he entered into with MWV before the Combination that requires Dr. Beckler to protect the Company’s confidential information, property and trade secrets. The agreement also prohibits Dr. Beckler, for a period of 12 months following his termination of employment with the Company, from (a) employment with a competing business in a position with the same or similar duties to those performed at the Company, subject to geographic parameters; (b) soliciting Company employees to work for a competing business or (c) soliciting company customers with whom Dr. Beckler had material contact or received confidential information. In the event of a breach (or threatened breach) of the restrictive covenant, the Company has the right to seek injunctive relief to enforce the covenant or impose forfeiture of applicable compensation (annual incentive and outstanding equity grants).

Employment Agreement with James B. Porter III. Effective as of January 1, 2015, we entered into a new employment agreement with Mr. Porter that terminated and superseded an employment agreement with him that we had assumed in connection with our acquisition of Southern Container Corp. in March 2008. Pursuant to Mr. Porter’s new employment agreement, for the period from January 1, 2015 through December 31, 2015, we agreed to employ him in his current role, with a salary and other executive and employee benefits determined by our compensation committee, unless we terminate him earlier for “Cause” (as defined below). After December 31, 2015, we may terminate Mr. Porter’s employment for any reason at any time by providing him with written notice at least ninety (90) days before the date on which the termination is to be effective. We may terminate Mr. Porter’s employment immediately for Cause upon written notice to him. Mr. Porter may resign at any time after December 31, 2015 by providing us with written notice at least thirty (30) days before the date on which his resignation is to be effective. Upon Mr. Porter’s termination for any reason other than for Cause after December 31, 2015, he will be entitled to continue to receive compensation and benefits through the effective date of the termination and to receive the benefits described below:

•

Mr. Porter’s outstanding unvested stock options, if any, will, as of the date of the termination of his employment, become immediately vested in full and will be immediately exercisable and will remain exercisable until the earlier of ninety (90) days following the date of his termination of employment or the latest date on which any applicable stock options could be exercised under their terms had Mr. Porter’s employment with us not terminated.

•

Provided that any applicable performance goals under any outstanding unvested long-term incentive awards from us other than stock options (which we refer to as “LTI Awards”) are satisfied, in accordance with their terms, Mr. Porter will be fully vested in any LTI Awards granted in any calendar year prior to the calendar year in which his employment terminates, and Mr. Porter will be vested in a prorated portion of any LTI Award granted in the calendar year in which his employment with us terminates. Any payment of an LTI Award described above will be made at the time payment would have otherwise been made had Mr. Porter’s employment with us not terminated.

•

Mr. Porter will receive the following severance and bonus payments: (i) an amount equal to twelve (12) months of his base salary, at the rate in effect on the date of termination, payable at the time Mr. Porter’s salary would have been paid had his employment continued for the twelve (12) month

period following his termination (which we refer to as the “Severance Period”) and (ii) any bonus Mr. Porter would have been entitled to with respect to the Severance Period, payable at the times the bonus would have otherwise been paid had his employment continued for the Severance Period; provided, however, that the amount and duration of severance and bonus set forth in clauses (i) and (ii) above will be reduced by multiplying the amounts determined under such clauses by a fraction, the numerator of which will be the total number of days remaining between the date of the termination of Mr. Porter’s employment and December 31, 2016, and the denominator of which shall be 366. For purposes of determining the bonus Mr. Porter would have been entitled to for the Severance Period, the bonus will be paid based on Mr. Porter’s existing bonus arrangement unless with respect to any portion of the Severance Period a bonus arrangement has not been established for Mr. Porter, in which case his bonus will be paid out at the rate of one hundred percent (100%) of the target prorated for the applicable portion of the Severance Period.

If Mr. Porter resigns or voluntarily terminates employment with us after December 31, 2015, he will be entitled to the vesting of his outstanding unvested stock options and LTI Awards as described above but not to any other benefits.

If we terminate Mr. Porter’s employment at any time for Cause, then he will only be entitled to continue to receive compensation and benefits (as in effect on the date notice of termination is provided to him) through the effective date of his termination, and he will not be entitled to any other compensation or benefits. “Cause” would include Mr. Porter’s conviction of a felony, fraud, gross misconduct, gross negligence, disloyalty, gross insubordination, breach of trust, or breach of any material provisions of his employment.

In connection with his employment agreement, Mr. Porter has agreed that during the term of his employment with us, and for a period of two years following his period of employment with us, he will not, either directly or indirectly, work or perform services for another business or entity that competes with the Company in the business of manufacturing corrugated and consumer packaging and merchandising displays and providing recycling services to customers across the United States (which we refer to as the “Company’s Business”) as the president, chief executive officer, chief operating officer, vice president, director, or member of senior management, or otherwise provide, regardless of title, managerial-type services to any similar business or entity, whether as an employee, independent contractor, advisor, or otherwise, within the United States.

Mr. Porter has also agreed that during the term of his employment with us and for a period of three years following his employment with us he will not, in any way, directly or indirectly, solicit, divert or take away, or attempt to solicit, divert or take away, any of the customers or prospective customers of the Company with whom he had material contact within 2 years prior to the termination of his employment with us, for the purpose of selling to any such customer or prospective customer any paper products or services that are competitive with those provided by the Company’s Business. Mr. Porter has also agreed that for a period of three years following his employment with us he will not in any way, directly or indirectly, recruit or solicit to hire any employee of the Company with whom he had contact while employed with us or cause or seek to cause any such Company employee to terminate an employment relationship with us. If Mr. Porter breaches any of his covenants regarding competition with us, or solicitation or inducement of our customers or employees, we will have the right to an injunction or other restrictions in court.

Stock Ownership Guidelines

In order to better align the interests of our stockholders, executives and directors, our board of directors has adopted the following stock ownership guidelines. These guidelines reflect current corporate practices and result in the linking of a portion of the personal financial interests of the named executive officers, as well as certain other designated executives, through the ownership of our Common Stock, with the financial interests of our stockholders.

The guidelines are as follows:

•

Each outside director must own at least the greater of (i) 5,000 shares of Common Stock, including vested or unvested restricted stock awards, or (ii) an amount of shares of Common Stock, including vested or unvested restricted stock, having a value of not less than five (5) times the annual retainer paid to the directors.

•

Except for the CEO, each named executive officer and certain other officers designated by our board of directors, must own an amount of shares of our Common Stock, including vested or unvested restricted stock awards, having a value of not less than three (3) times the annual base salary of such person.

•

The CEO must own an amount of shares of our Common Stock, including vested or unvested restricted stock awards, having a value of not less than six (6) times the CEO’s annual base salary.

Directors that are first elected and executives that are newly designated as executives are expected to meet the ownership guidelines within five (5) years of their election or designation.

Anti-Hedging Policy

Our compensation committee has adopted an anti-hedging policy that prohibits our directors and executive officers from purchasing or selling puts, calls, warrants or other derivative securities based on our Common Stock or other securities.

Clawback Provisions

Our compensation committee has adopted clawback provisions that apply to awards made to our NEOs pursuant to our annual executive bonus program and incentive stock plans that allow us to recapture amounts paid or stock granted to NEOs that vests based upon financial results that we are required to restate at a future date if our compensation committee determines that the restatement is based in whole or in part upon any misconduct by an applicable NEO. These provisions require an applicable NEO to pay to the Company an amount of cash or deliver an amount of shares of our Common Stock equal to the benefit received by the NEO because of the misstatement of financial results. The clawback provisions apply to misstatements of financial results that are discovered within twenty-four months after an applicable stock grant has vested or bonus has been paid.

Tax Considerations

The compensation committee has reviewed the applicability of Section 162(m) of the Internal Revenue Code of 1986, as amended (which we refer to as the “Code”), as amended by the Omnibus Budget Reconciliation Act of 1993. In certain circumstances, Section 162(m) may deny a federal income tax deduction for compensation to our named executive officers (excluding our chief financial officer) in excess of $1 million per year, effective for tax years beginning on or after January 1, 1994. Certain compensation that qualifies as “performance-based” and is paid pursuant to a plan that has been approved by stockholders may be exempt from the Section 162(m) limit. We generally intend to qualify certain compensation paid to our named executive officers for deductibility under the Code, including Section 162(m). However, we believe that the interests of the Company and our stockholders may sometimes be best served by providing compensation that is not deductible in order to attract, retain, motivate and reward executive talent. Accordingly, the compensation committee intends to retain the flexibility to provide for payments of compensation that are not deductible.

COMPENSATION COMMITTEE REPORT

The compensation committee has reviewed and discussed the Compensation Discussion and Analysis with the Company’s management. Based on this review and discussion, the compensation committee recommended that the board of directors include the Compensation Discussion and Analysis in this proxy statement and our annual report on Form 10-K for the fiscal year ended September 30, 2015.

Lawrence L. Gellerstedt III, chairman, compensation committee

Timothy J. Bernlohr, compensation committee member

Gracia C. Martore, compensation committee member

Timothy H. Powers, compensation committee member

Bettina M. Whyte, compensation committee member

The foregoing report should not be deemed incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act or under the Exchange Act, except to the extent that we specifically incorporate this information by reference, and shall not otherwise be deemed to be soliciting material or to be filed under such Acts.

EXECUTIVE COMPENSATION TABLES

Summary Compensation Table

The table below shows, as applicable, the total compensation earned during fiscal years 2015, 2014 and 2013 by those persons who: (1) served as our chief executive officer during fiscal 2015, (2) served as our chief financial officer during fiscal 2015, and (3) were our three other most highly compensated executive officers who were serving as executive officers at the end of fiscal 2015. We also include Michael E. Kiepura, the former President, Paper Solutions of RockTenn, because he would have been one of the Company’s three other most highly compensated executives if he had been an executive of the Company as of the end of fiscal 2015.

Summary Compensation Table


Name and Principal Positions(1)	Fiscal Year		Salary ($)(2)		Stock Awards ($)(3)		Option Awards ($)(3)		Non-Equity Incentive Plan Compen- sation ($)(4)		Change in Pension Value and Nonqualified Deferred Compen- sation Earnings ($)(5)		All Other Compen- sation ($)(6)		Total ($)
Steven C. Voorhees		2015	$	1,012,603	$	5,612,618	$	1,333,303	$	1,599,098	$	452,265	$	89,680	$	10,099,567
Chief Executive Officer and		2014	$	907,917	$	3,514,760	$	885,720	$	1,135,172	$	323,125	$	57,237	$	6,823,931
President		2013	$	665,667	$	1,584,891	$	290,624	$	848,795	$	55,814	$	59,451	$	3,505,242
Ward H. Dickson		2015	$	564,959	$	1,049,178	$	247,683	$	589,473	$	0	$	43,769	$	2,495,062
Executive Vice President and		2014	$	550,000	$	770,233	$	194,062	$	537,964	$	0	$	33,395	$	2,085,654
Chief Financial Officer		2013	$	22,917	$	1,866,150	$	0	$	25,000	$	0	$	0	$	1,914,067
Robert K. Beckler		2015	$	144,932	$	758,334	$	325,010	$	186,858	$	544,732	$	549	$	1,960,415
President, Packaging Solutions
Michael E. Kiepura		2015	$	497,918	$	338,152	$	58,915	$	630,374	$	290,572	$	1,119,671	$	2,935,602
President, Packaging Solutions		2014	$	628,500	$	1,289,811	$	324,888	$	652,013	$	251,148	$	36,520	$	3,182,880
		2013	$	596,750	$	1,256,052	$	315,991	$	786,484	$	1,407	$	47,274	$	3,003,958
James B. Porter III		2015	$	746,219	$	1,679,250	$	391,133	$	906,651	$	0	$	476,034	$	4,199,287
President, Paper Solutions		2014	$	728,500	$	1,528,796	$	385,222	$	733,450	$	0	$	455,462	$	3,831,430
		2013	$	705,500	$	1,474,704	$	370,796	$	851,178	$	0	$	477,696	$	3,879,874
Robert B. McIntosh		2015	$	433,630	$	589,895	$	138,020	$	406,600	$	153,196	$	27,258	$	1,748,599
Executive Vice President,		2014	$	406,750	$	492,178	$	123,984	$	330,586	$	158,200	$	18,350	$	1,530,048
General Counsel and Secretary		2013	$	394,000	$	476,406	$	119,632	$	364,496	$	0	$	25,256	$	1,379,790

(1)	In this column, we give the positions held by our named executive officers during fiscal 2015. Dr. Beckler became president, Packaging Solutions of the Company effective as of the closing of the Combination when Mr. Kiepura retired.

(2)

The salary amounts for fiscal 2015 reflect three months of salary at the calendar year 2014 rate in effect on October 1, 2014 for each of Messrs. Voorhees, Dickson, Kiepura, Porter and McIntosh, and nine months of salary at the calendar year 2015 rate for Messrs. Dickson and Porter. Mr. Kiepura retired, effective as of July 2, 2015, and did not receive a salary after that date. Dr. Beckler received a salary from the Company for the final quarter of fiscal 2015 after the effective date of the Combination. Each of Messrs. Voorhees and McIntosh received an increase in salary for the fourth quarter of fiscal 2015.

(3)

In the columns “Stock Awards” and “Option Awards,” SEC regulations require us to disclose the aggregate grant date fair value of the award of stock or options measured in dollars and calculated in accordance with ASC 718. For grants of restricted stock and stock units, the fair value per share is equal to the closing sale price of our Common Stock on the NYSE on the dates of the applicable grants ($64.90 on March 9, 2015 and $62.75 on August 5, 2015). The grants of restricted stock made on March 9, 2015 contained a performance condition that was achieved as of the effective date of the Combination that resulted in the grants converting into service-based awards at 146.5% of the target award amount. The grants of restricted stock and stock units made on August 5, 2015 contain a performance condition that may be adjusted from 0-200% of target subject to the level of performance attained. SEC regulations require us to disclose the aggregate fair value at the grant date based upon the probable outcome of such conditions. The amounts shown in the Summary Compensation Table for the stock awards made on March 9, 2015 are calculated at 146.5% of the target, which was the percentage achieved, and the stock awards made on August 5, 2015 are calculated at 100% of target, which was the expected probable outcome of the performance condition at the grant date. The aggregate fair value of the fiscal 2015 performance awards made to each NEO, other than Dr. Beckler, on March 9, 2015 at the target of 146.5% of target is as follows: Mr. Voorhees, $921,742; Mr. Dickson, $193,582;

Mr. Kiepura, $338,152; Mr. Porter, $378,442; and Mr. McIntosh, $125,231. The aggregate fair value of the fiscal 2015 performance awards made on August 5, 2015 at the target of 100% would be as follows: Mr. Voorhees, $4,690,876; Mr. Dickson, $855,596; Dr. Beckler, $758,334; Mr. Porter, $1,300,808; and Mr. McIntosh, $464,664. For stock options, the fair value per share is based on certain assumptions which we explain in Note 15 to our financial statements which are included in our annual report on Form 10-K for the fiscal year ended September 30, 2015. We disclose the aggregate expense without reduction for assumed forfeitures (as we do for financial reporting purposes).

The shares of restricted stock and stock units granted in fiscal 2015 will vest and be registered in the individual’s name in accordance with the description in the section titled “Compensation Discussion and Analysis — Components of our Executive Compensation Program — Long-Term Incentives — Restricted Stock, Stock Units and Stock Options” above.

(4)	Amounts shown in this column include payments made to our NEOs under our annual executive bonus program. Awards paid under this program for fiscal 2015 were earned in fiscal 2015 but not paid until fiscal 2016.

(5)

This column shows the increase from September 30, 2014 to September 30, 2015 in the actuarial present value of accumulated benefits for each NEO who participates in the RockTenn Pension Plan (as defined below in the section titled “Executive Compensation Tables — Retirement Plans — RockTenn Pension Plan”) and SERP. It shows the increase from July 1, 2015 to September 30, 2015 in the actuarial present value of accumulated benefits for Dr. Beckler in the MWV Pension Plan (as defined below in the section titled “Executive Compensation Tables — Retirement Plans — MWV Pension Plan”) and the Retirement Restoration Plan (as defined below in the section titled “Executive Compensation Tables — Retirement Plans — MWV Retirement Restoration Plan”). It does not include any above-market or preferential earnings on deferred compensation, as we do not provide above-market or preferential earnings on the deferred compensation of our named executive officers. The amounts set forth in this column were calculated using the assumptions from the corresponding end-of-year disclosures. Accrued benefits payable at age 65 for the RockTenn Pension Plan participants, and at age 62 for Dr. Beckler, were determined as of the end of fiscal 2015 using compensation data through September 30 and include the bonuses paid for fiscal 2015 after the fiscal year end. The accrued benefits were discounted back to the disclosure date with the discount rate only. Each RockTenn Pension Plan participant is assumed to retire at age 65, and Dr. Beckler is assumed to retire at age 62 in accordance with the terms of the MWV Pension Plan. The discount rates used as of September 30, 2014 and September 30, 2015 were 4.54% and 4.702%, respectively, for the RockTenn Pension Plan, and were 3.73% and 3.82%, respectively, for the SERP. The lump sum rates (SERP only) used as of September 30, 2014 and September 30, 2015 were 2.52% and 2.060%, respectively. The discount rates used as of July 1, 2015 and September 30, 2015 were 4.70% and 4.702%, respectively, for both the MWV Pension Plan, and the Retirement Restoration Plan. The lump sum mortality table (SERP only) used was the applicable table under Revenue Ruling 2001-62 (GAR 94). The post-retirement mortality assumptions used for the Pension Plan as of September 30, 2015 and for the MWV Pension Plan as of July 1, 2015 were based on the adjusted Society of Actuaries RP-2014 table and a future mortality improvement scale based on Social Security Administration data and assumptions. The RP-2014 table was adjusted to substitute the Social Security Administration mortality improvement assumptions after 2012, to reflect white collar life expectancies, and to reflect that WestRock’s white collar male and female populations have 106% and 113% higher mortality experience, respectively, than otherwise expected using these assumptions. The post-retirement mortality assumptions used for the RockTenn Pension plan as of September 30, 2014 were based on the adjusted Society of Actuaries RP-2000 table and Scale BB mortality improvement scale. The RP-2000 table was adjusted to reflect white collar life expectancies and to reflect that RockTenn’s populations have 105% higher mortality experience than otherwise expected using these assumptions.

(6)	The amounts shown as “all other compensation” include the following perquisites and personal benefits:

All Other Compensation Table for Fiscal 2015


	Steven C. Voorhees		Ward H. Dickson		Robert K. Beckler		Michael E. Kiepura		James B. Porter		Robert B. McIntosh
Life Insurance Premiums	$	3,504	$	7,047	$	549	$	3,240	$	3,134	$	2,501
Company Contributions to Supplemental Plan and 401(k) Plan(A)	$	78,035	$	36,722	$	0	$	33,281	$	451,650	$	24,757
Airplane Usage(B)	$	8,141	$	0	$	0	$	8,150	$	0	$	0
Other(C)	$	0	$	0	$	0	$	1,075,000	$	21,250	$	0

Total	$	89,680	$	43,769	$	549	$	1,119,671	$	476,034	$	27,258

(A)

Under the Supplemental Plan, we match an amount equal to 50% of the former RockTenn executive’s contribution. Additionally, we contributed designated amounts to Mr. Porter’s individual retirement account. Certain amounts disclosed in this row are also disclosed in the table below titled “Nonqualified Deferred Compensation Table.” As discussed below in the section titled “Executive Compensation Tables — Retirement Plans — MWV Pension Plan,” Dr. Beckler received the Retirement Plus Benefit in lieu of contributions to his 401(k) plan as described below in the section titled “Executive Compensation Tables — Retirement Plans — MWV Pension Plan.”

(B)

In accordance with SEC regulations, we report use of corporate aircraft by our executive officers as a perquisite or other personal benefit unless it is “integrally and directly related” to the performance of the executive’s duties. SEC rules require us to report this and other perquisites at our aggregate incremental cost. The amounts we report are consistent with this standard. We estimate our aggregate incremental cost to be equal to our average incremental operating costs, which includes items such as fuel; maintenance;

landing fees; trip-related permits; trip-related hangar costs; trip-related meals and supplies; crew expenses during layovers; and any other expenses incurred or accrued based on the number of hours flown. We use this method because we believe, on average, it fairly approximates our incremental cost and because it ensures that some “cost” is allocated to each passenger on each trip.

(C)

For Mr. Porter, this amount includes $12,000 for Mr. Porter’s automobile allowance; $8,851 for tax gross-up payments related to our payment of his automobile allowance; and $399 for tax gross-up payments related to our payment of his life insurance premiums. For Mr. Kiepura, this amount includes a severance payment of $1,000,000, paid pursuant to the Severance Agreement (as defined below), and $75,000 in consulting payments, paid pursuant to the Consulting Agreement (as defined below), each of which we discuss in detail below in the section titled “Potential Payments upon Termination or Change in Control.”

Grants of Plan-Based Awards

The following table provides information as to the grants of plan-based awards to each named executive officer during fiscal 2015. This includes annual performance bonus awards under our annual executive bonus program, which is discussed in greater detail in this proxy statement under the section titled “Compensation Discussion and Analysis — Components of our Executive Compensation Program — Annual Performance Bonus, and restricted stock and stock option awards under the 2004 Incentive Stock Plan and the 2005 Performance Incentive Plan, which are discussed in greater detail in this proxy statement under the section titled “Compensation Discussion and Analysis — Components of our Executive Compensation Program — Long-Term Incentives — Restricted Stock, Stock Units and Stock Options.”


Name	Grant Date			Estimated Future Payouts Under Non-Equity Incentive Plan Awards						Estimated Future Payouts Under Equity Incentive Plan Awards(1)						All Other Option Awards: Number of Securities Underlying Options ($)(2)		Exercise Price of Option Awards ($/Sh)		Grant Date Fair Value of Stock and Option Awards
Name	Grant Date			Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)				Exercise Price of Option Awards ($/Sh)		Grant Date Fair Value of Stock and Option Awards
Steven C. Voorhees		10/23/2014	(3)	$	747,945	$	897,534	$	1,196,712
		7/23/2015	(3)	$	354,453	$	425,343	$	567,124
		3/9/2015															6,440	$	64.90	$	160,565
		3/9/2015									0		9,723		19,446					$	921,742
		8/5/2015															58,130	$	62.75	$	1,172,738
		8/5/2015									0		74,755		149,510					$	4,690,876
Ward H. Dickson		10/23/2014		$	399,000	$	513,000	$	627,000
		3/9/2015															1,353	$	64.90	$	33,733
		3/9/2015									0		2,042		4,084					$	193,582
		8/5/2015															10,605	$	62.75	$	213,950
		8/5/2015									0		13,635		27,270					$	855,596
Robert K. Beckler		7/23/2015		$	72,466	$	144,932	$	289,864
		8/5/2015															16,110	$	62.75	$	325,010
		8/5/2015									0		12,085		24,170					$	758,334
Michael E. Kiepura		10/23/2014		$	376,544	$	502,059	$	677,780
		3/9/2015															2,363	$	64.90	$	58,915
		3/9/2015									0		3,567		7,134					$	338,152
James B. Porter		10/23/2014		$	562,500	$	750,000	$	1,012,500
		3/9/2015															2,644	$	64.90	$	65,921
		3/9/2015									0		3,992		7,984					$	378,442
		8/5/2015															16,120	$	62.75	$	325,212
		8/5/2015									0		20,730		41,460					$	1,300,808
Robert B. McIntosh		10/23/2014	(3)	$	160,808	$	241,212	$	321,616
		7/23/2015	(3)	$	58,527	$	87,791	$	117,054
		3/9/2015															875	$	64.90	$	21,816
		3/9/2015									0		1,321		2,642					$	125,231
		8/5/2015															5,760	$	62.75	$	116,204
		8/5/2015									0		7,405		14,810					$	464,664

(1)

These columns represent restricted stock grants made to the former RockTenn NEOs under the 2004 Incentive Stock Plan on March 9, 2015 and August 5, 2015 and restricted stock units made to Dr. Beckler on August 5, 2015 pursuant to the 2005 Performance Incentive Plan, which vest as described in this proxy statement under the section titled “Compensation Discussion and Analysis — Components of our Executive Compensation Program — Long-Term Incentives — Restricted Stock, Stock Units and Stock Options.”

(2)

The stock options granted to the named executive officers on March 9, 2015, have a 10-year term, and the stock options granted to the named executive officers on August 5, 2015 have a 9.5-year term and vest as described in this proxy statement under the section titled “Compensation Discussion and Analysis — Long-Term Incentives — Components of our Executive Compensation Program — Restricted Stock, Stock Units and Stock Options.” Stock options have no express performance criteria other than continued employment (with limited exceptions for termination of employment due to change in control, death, disability and retirement). However, options have an implicit performance criterion because the options have no value to the executive unless and until our stock price exceeds the exercise price.

(3)	Messrs. Voorhees’s and McIntosh’s salaries and potential bonus amounts were adjusted after the Combination for the period following the Combination.

Outstanding Equity Awards at Fiscal Year-End

The following table summarizes stock-based compensation awards outstanding as of September 30, 2015. The following table provides information concerning unexercised options, and other stock-based awards that have not vested, and equity incentive plan awards for each named executive officer outstanding as of the end of our most recently completed fiscal year. Each outstanding award is represented by a separate row which indicates the number of securities underlying the award, including awards that have been transferred other than for value (if any). For option awards, the table discloses the exercise price and the expiration date. For stock awards, the table provides the total number of shares of stock that have not vested and the aggregate market value of shares of stock that have not vested. We computed the market value of stock awards by multiplying the closing sale price of our Common Stock at the end of the most recently completed fiscal year by the number of shares of stock or the amount of equity incentive plan awards, respectively.

Outstanding Equity Awards at Fiscal 2015 Year-End


	Option Awards										Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercis- able(1)		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)		Option Exercise Price ($)		Option Expiration Date		Number of Shares of Stock That Have Not Vested (#)(2)		Market Value of Shares of Stock That Have Not Vested ($)(3)		Equity Incentive Plan Awards: Number of Unearned Shares That Have Not Vested (#)(4)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares That Have Not Vested ($)(3)
Steven C. Voorhees		33,400		0		0	$	17.975		5/10/2017
		44,000		0		0	$	14.550		3/19/2018
		40,000		0		0	$	13.215		3/18/2019
		19,000		0		0	$	21.345		1/29/2020
		14,200		0		0	$	34.325		2/28/2021
		1,800		0		0	$	31.030		7/20/2021
		23,250		0		0	$	31.695		2/01/2022
		0		18,560		0	$	39.900		1/25/2023
		42,720		0		0	$	50.740		1/31/2024
		0		6,440		0	$	64.900		1/30/2025
		0		58,130		0	$	62.750		1/30/2025
												215,936	$	11,107,748		75,249	$	3,870,809
Ward H. Dickson		9,360		0		0	$	50,740		1/31/2024
		0		1,353		0	$	64.900		1/30/2025
		0		10,605		0	$	62.750		1/30/2025
												44,800	$	2,304,512		13,725	$	706,014
Robert K. Beckler(5)		6,473		0		0	$	34.270		3/30/2017
		8,651		0		0	$	30.220		2/25/2018
		23,900		0		0	$	10.090		2/23/2019
		17,881		0		0	$	26.480		2/22/2020
		14,901		0		0	$	32.620		2/28/2021
		18,886		0		0	$	35.040		6/25/2022
		13,357		0		0	$	43.040		2/25/2023
		30,911		0		0	$	46.020		2/24/2024
		0		16,110		0	$	62.750		2/23/2025
		0		3,063		0	$	70.210		2/23/2025
												33,511	$	1,723,806		12,165	$	625,768
Michael E. Kiepura		0		0		0	$	0		0
												0	$	0		0	$	0
James B. Porter		13,334		0		0	$	17.880		8/01/2018
		23,000		0		0	$	21.345		1/29/2020
		17,150		0		0	$	34.325		2/28/2021
		3,950		0		0	$	31.030		7/20/2021
		30,600		0		0	$	31.695		2/01/2022
		0		23,680		0	$	39.900		1/25/2023
		18,580		0		0	$	50.740		1/31/2024
		0		2,644		0	$	64.900		1/30/2025
		0		16,120		0	$	62.750		1/30/2025
												132,979	$	6,840,440		20,867	$	1,073,398
Robert B. McIntosh		23,800		0		0	$	17.975		5/10/2017
		31,000		0		0	$	14.550		3/19/2018
		16,800		0		0	$	13.215		3/18/2019
		8,600		0		0	$	21.345		1/29/2020
		6,400		0		0	$	34.325		2/28/2021
		9,750		0		0	$	31.695		2/01/2022
		0		7,640		0	$	39.900		1/25/2023
		5,980		0		0	$	50.740		1/31/2024
		0		875		0	$	64.900		1/30/2025
		0		5,760		0	$	62.750		1/30/2025
												42,947	$	2,209,194		7,454	$	383,434

(1)

Vesting dates of unvested stock option awards are as follows, as of September 30, 2015: Mr. Voorhees — 18,560 on January 25, 2016, 21,523 on January 30, 2016, 21,523 on January 30, 2017 and 21,524 on January 30, 2018; Mr. Dickson — 3,986 on January 30, 2016, 3,986 on January 30, 2017 and 3,986 on January 30, 2018; Dr. Beckler — 6,391 on February 23, 2016, 6,391 on February 23, 2017 and 6,391 on February 23, 2018; Mr. Porter — 23,680 on January 25, 2016, 6,255 on January 30, 2016, 6,255 on January 30, 2017 and 6,254 on January 30, 2018; and Mr. McIntosh — 7,640 on January 25, 2016, 2,212 on January 30, 2016, 2,212 on January 30, 2017 and 2,211 on January 30, 2018.

(2)

The numbers of shares reported in this column for the restricted stock grants and stock units other than the grant made to Mr. Dickson on September 16, 2013, were granted subject to performance conditions, however in connection with the Combination, the applicable performance conditions were deemed satisfied at the levels described below, and the awards currently remain subject only to service conditions. Excluding Dr. Beckler, the number of shares reported in this column for the stock grants made on January 25, 2013, January 31, 2014 and March 9, 2015 reflect the actual number of awards that converted to service-based awards at 200%, 176.6% and 146.5%, respectively, on the effective date of the Combination. For Dr. Beckler, the number of shares reported in this column for the restricted stock grants made prior to the Combination on February 23, 2013, February 24, 2014 and February 23, 2015 reflect the actual number of shares that converted to service-based awards at 100%, 100% and 168%, respectively, on the effective date of the Combination. The vesting dates of unvested stock grants and stock units are as follows: Mr. Voorhees — 79,360 on January 25, 2016, 122,331 on January 31, 2017 and 14,245 on January 30, 2018; Mr. Dickson — 7,500 on September 16, 2016, 26,808 on January 31, 2017, 7,500 on September 16, 2017 and 2,992 on January 30, 2018; Dr. Beckler — 9,385 on February 23, 2016, 20,452 on February 23, 2017 and 3,674 on February 23, 2018; Mr. Porter — 73,920 on January 25, 2016, 53,210 on January 31, 2017 and 5,849 on January 30, 2018; and Mr. McIntosh — 23,880 on January 25, 2016, 17,131 on January 31, 2017 and 1,936 on January 30, 2018. Certain grants are entitled to receive dividend equivalent units during the vesting period, which are included in the number of shares disclosed. The performance conditions for the restricted stock grants and stock units made in fiscal 2015 are described in this proxy statement under the section titled “Compensation Discussion and Analysis — Components of our Executive Compensation Program — Long-Term Incentives — Restricted Stock, Stock Units and Stock Options.”

(3)	Based on the closing sale price of $51.44 for our Common Stock on September 30, 2015, the last trading date of our fiscal year, as reported on the NYSE.

(4)

The numbers of shares reported in this column for the restricted stock grants and stock units made on August 5, 2015 is based upon us achieving the applicable target market or target performance conditions. In the event that the applicable market or performance conditions are met at target, the vesting dates of unearned and unvested stock grants and stock units are as follows: Mr. Voorhees — 75,249 on January 30, 2018; Mr. Dickson — 13,725 on January 30, 2018; Dr. Beckler — 12,165 on February 23, 2018; Mr. Porter — 20,867 on January 30, 2018; and Mr. McIntosh — 7,454 on January 30, 2018. Certain grants are entitled to receive dividend equivalent units during the vesting period, which are included in the number of shares disclosed. The performance conditions for the restricted stock grants and stock units made in fiscal 2015 are described in this proxy statement under the section titled “Compensation Discussion and Analysis — Components of our Executive Compensation Program — Long-Term Incentives — Restricted Stock, Stock Units and Stock Options.”

(5)	Dr. Beckler’s awards, other than those granted on August 5, 2015, were granted by MWV, but were assumed by WestRock and converted into WestRock awards in connection with the Combination.

Value Realized from Stock Options and Stock Appreciation Awards

The following table provides information concerning exercises of stock options, and vesting of stock, including restricted stock, during fiscal 2015 for each of the named executive officers on an aggregated basis. In some cases, this includes the vesting of performance stock which vested in the most recently completed fiscal year but which was granted in previous years. The table reports the number of securities for which the options were exercised; the aggregate dollar value realized upon exercise of options; the number of shares of stock that have vested; and the aggregate dollar value realized upon vesting of stock.

Option Exercises and Stock Vested Table for Fiscal 2015


	Option Awards				Stock Awards
Name	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)		Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)(1)
Steven C. Voorhees		0	$	0		71,100	$	4,614,390
Ward H. Dickson		0	$	0		7,500	$	440,925
Robert K. Beckler		0	$	0		0	$	0
Michael E. Kiepura		226,316	$	7,823,321		190,378	$	12,013,135
James B. Porter III		0	$	0		93,500	$	6,068,150
Robert B. McIntosh		0	$	0		29,900	$	1,940,510

(1)	These amounts are calculated based on the closing sale price of the Common Stock on the vesting date.

Equity Compensation Plan Information

The table below shows information with respect to all of our equity compensation plans as of September 30, 2015:


Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a)		Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights ($)(b)		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column(a)) (c)
Equity compensation plans approved by security holders:
2004 Incentive Stock Plan(1)		1,236,658	$	38.71		3,381,497
RockTenn (SSCC) Equity Incentive Plan(2)		144,150	$	19.87		5,229,592
2005 Performance Incentive Plan(1)		5,303,498	$	31.74		7,128,055
1993 Employee Stock Purchase Plan		0		0		1,209,718
Equity compensation plans not approved by security holders		0		0		0

(1)	In the event that our stockholders adopt the 2016 Incentive Stock Plan, we will not make additional grants of awards under either of the 2004 Incentive Stock Plan or the 2005 Performance Incentive Plan.

(2)

In connection with our acquisition of Smurfit-Stone, we assumed the Smurfit-Stone Equity Incentive Plan, which was renamed the RockTenn (SSCC) Equity Incentive Plan. The shares available for issuance, stock options and unvested restricted stock units outstanding at the time of our acquisition of Smurfit-Stone under that plan were converted into shares of our Common Stock and options and restricted stock units, as applicable, with respect to shares of our Common Stock using the conversion factor as described in the Agreement and Plan of Merger by and among RockTenn, SAM Acquisition, LLC and Smurfit-Stone Container Corporation, dated January 23, 2011. We have determined that we will not make any more grants of awards pursuant to the RockTenn (SSCC) Equity Incentive Plan.

Retirement Plans

RockTenn Pension Plan. Effective as of July 2, 2015, the RockTenn Pension Plan and MWV Pension Plan merged into the WestRock Company Consolidated Pension Plan (which we refer to as the “Pension Plan”). Messrs. Voorhees and McIntosh participate in the legacy RockTenn portion of the Pension Plan’s defined benefit plan for former RockTenn salaried and nonunion hourly employees. We refer to the Pension Plan as it applies to former RockTenn employees as the “RockTenn Pension Plan”). Mr. Kiepura participated in the RockTenn Pension Plan prior to his retirement from the Company. Our compensation committee has determined that there will be no future pension accruals under the RockTenn Pension Plan for any salaried or nonunion hourly participant after December 31, 2015.

The RockTenn Pension Plan was amended effective as of March 1, 2005, to add a new benefit formula. After February 28, 2005, the new benefit formula (which we refer to as the “2005 benefit formula”) equals 1% of a participant’s compensation (as defined in the RockTenn Pension Plan). In connection with the amendment, covered employees who were 35 years old or older or who had five years or more of vested service on December 31, 2004, were required to elect one of two options effective March 1, 2005: (1) a reduced future pension accrual based on the 2005 benefit formula and the then current match under the RockTenn 401(k) Retirement Savings Plan (which we refer to as the “401(k) Plan”) or (2) no future pension accrual and an enhanced match under the 401(k) Plan. None of the named executive officers who participate in the RockTenn Pension Plan elected to cease future pension accruals during the RockTenn Pension Plan’s election periods in December 2004 and January 2005. Covered employees who were under 35 years of age and who had less than five years of vested service on December 31, 2004 automatically ceased accruals in the RockTenn Pension Plan effective as of December 31, 2004 and became eligible for an enhanced match under the 401(k) Plan.

The 2005 benefit formula produces a benefit payable at a participant’s normal retirement age as an annuity payable only for the life of the participant. The amendment to the RockTenn Pension Plan also froze the benefit, if any, accrued for each participant as of February 28, 2005, under prior benefit formulae utilized under the RockTenn Pension Plan. Therefore, other than as set forth in the following sentence, Messrs. Voorhees and McIntosh will receive a benefit at retirement equal to the sum of (1) their benefit accrued as of December 31, 1997, under the old four-part benefit formula in effect on that date, if any, (2) their benefit accrued after that date and through February 28, 2005, under the benefit formula in effect during that period, and (3) their benefit accrued under the 2005 benefit formula on and after March 1, 2005 and ending on the earlier of (a) December 31, 2015, or (b) the termination of their employment with the Company. With respect to Mr. Kiepura, he is now entitled to receive a benefit as of his retirement equal to the sum of (1) his benefit accrued as of December 31, 1997, which includes a frozen benefit accrued during his employment with his former employer that we purchased and a benefit under the old four-part benefit formula, (2) his benefit accrued after that date and through February 28, 2005, and (3) his benefit accrued under the 2005 benefit formula on and after March 1, 2005 and ending on July 2, 2015.

The RockTenn Pension Plan was again amended effective as of January 1, 2006, to allow the remaining participants under the RockTenn Pension Plan to elect one of two options: (1) a reduced future pension accrual based on the 2005 benefit formula and the then current match under the 401(k) Plan or (2) no future pension accrual and an enhanced match under the 401(k) Plan. None of the named executive officers elected to cease future pension accruals during the RockTenn Pension Plan’s election periods. Under the RockTenn Pension Plan, “compensation” for salaried employees is defined as base pay. Therefore, it does not include any bonuses, overtime, commissions, reimbursed expenses of any kind, severance pay, income imputed from insurance coverage or the like, or payments under the RockTenn Pension Plan or any other employee benefit plan or any income from a stock option plan. The plan is a defined benefit plan qualified under the Code and, as such, is subject to a limitation under the Code on the amount of benefits that may be paid to a participant each year under the plan as described below.

MWV Pension Plan. Dr. Beckler participates in the legacy MWV portion of the Pension Plan. We refer to the Pension Plan as it applies to former MWV employees as the “MWV Pension Plan.” The MWV Pension Plan is a qualified retirement plan that covers all salaried employees of the Company who were employees of MWV before the Combination. One element of the retirement benefit applicable to Dr. Beckler under the MWV Pension Plan (which we refer to as the “Final Average Pay Benefit”) provides an unreduced benefit payable at age 65 (or 62 if the employee has 20 years of service) that is equal to 1.6% of his final average earnings (or pay) times years of benefit service (up to a maximum of 40 years), minus his primary social security benefit multiplied by 1.25% times years of benefit service (up to a maximum of 40 years of service). The formula for determining the Final Average Pay Benefit is illustrated below:

1.6% x

Years of Benefit x Final Average Pay

–

1.25% x

Years of Benefit x

Primary Social

Service (up to 40)

Security Benefit

Final average pay generally includes all income reported on Form W-2 but excludes long-term incentive compensation, severance pay, and retention and hiring bonuses. Final average pay includes the participant’s highest 5 years of pay within the last 10 year period.

Effective January 1, 2015, MWV added a supplemental cash balance benefit to the MWV Pension Plan (which we refer to as the “Retirement Plus Benefit”) for all salaried employees, which is currently funded by Company contributions equal to 4% of each participant’s eligible compensation, which contributions are made in lieu of contributions to the participants’ 401(k) plans. Our compensation committee has determined that the Retirement Plus Benefit will be terminated effective as of December 31, 2015 for all participants of the MWV Pension Plan.

Our compensation committee has determined that there will be no further pension accruals under other components of the MWV Pension Plan for salaried and nonunion hourly employees after December 31, 2015, unless, on December 31, 2015, a participant is at least age 50 years old and the sum of his or her age and service equal at least 70, in which case pension benefits under the MWV Pension Plan will continue to accrue for 5 additional years to December 31, 2020, or earlier upon such participant’s termination of employment with the Company. Dr. Beckler qualifies for this additional accrual period under the MWV Pension Plan.

No employee’s compensation for purposes of the Pension Plan includes amounts in excess of the compensation limit under the Code. This limit is periodically adjusted for inflation by the United States Secretary of the Treasury and this limit, as adjusted, was $255,000 for calendar year 2013, was $260,000 for calendar year 2014, was $265,000 for 2015 and will be $265,000 for 2016.

The SERP. The Company’s Supplemental Executive Retirement Plan (which we refer to as the “SERP”) was designed to supplement a participant’s benefit under the RockTenn Pension Plan for a relatively small number of participants. The SERP provides unfunded supplemental retirement benefits. The SERP benefit is paid in a lump sum to participants whose employment with the Company is terminated. There are currently 10 active employees who participate in the SERP, including Messrs. Voorhees and McIntosh.

Under the SERP there are two benefit levels that were in use during fiscal 2015 (which we refer to as “level 1,” and “level 2”), but no benefit will be paid under level 1 or level 2 to a participant if the participant is not eligible for a vested benefit under the RockTenn Pension Plan. The compensation committee determines who will participate in the SERP and the benefit level for such participant. Benefit level 1 is based exclusively on a participant’s base salary below a compensation cap and was designed to make up for the loss in benefits a participant will receive under the RockTenn Pension Plan as a result of the reduction in the Code compensation limit in 1994 from $235,840 to $150,000 as indexed thereafter for inflation. Benefit level 2 is the same as benefit level 1 except that the benefit a participant earns will be based on the aggregate of the participant’s base salary and bonus paid, and there is no compensation cap. Messrs. Voorhees and McIntosh participate in the SERP at benefit level 2. None of our NEOs currently employed with us participate in the SERP at benefit level 1. Our compensation committee has determined that no additional benefits will accrue under the SERP after December 31, 2015.

MWV Retirement Restoration Plan. Dr. Beckler also participates in a non-qualified retirement restoration plan (which we refer to as the “Retirement Restoration Plan”) that mirrors the benefits provided under the MWV Pension Plan following the same formulas but recognizing compensation in excess of the limits set forth under the Code limit as described above. Benefits under this plan attributable to the Final Average Pay Benefit are payable in annuity form only and a lump sum is not available. Benefits under this plan attributable to the Retirement Plus Benefit are payable in lump sum form only.

The following table illustrates the actuarial present value as of September 30, 2015 of benefits accumulated by the named executive officers under the Pension Plan, the SERP and the Retirement Restoration Plan using the methodology required by the SEC pursuant to the Financial Accounting Standards Board’s Accounting Standard’s Codification 715, “Compensation — Retirement Benefits,” at the earliest unreduced retirement age under the plan.

Pension Benefits Table for Fiscal 2015


Name	Plan Name	Number of Years Credited Service (#)		Present Value of Accumulated Benefit ($)(1)		Payments During Last Fiscal Year ($)
Steven C. Voorhees	RockTenn Pension Plan		15.083	$	432,643	$	0
	Supplemental Executive Retirement Plan		15.083	$	1,451,506	$	0

Ward H. Dickson(2)	—		—		—		—

Robert K. Beckler	MWV Pension Plan		28	$	1,077,232	$	0
	Retirement Restoration Plan		28	$	2,089,961	$	0

Michael E. Kiepura	RockTenn Pension Plan		20	$	609,850	$	0

	Supplemental Executive Retirement Plan		20	$	1,057,931	$	0

James B. Porter(2)	—		—		—		—

Robert B. McIntosh	RockTenn Pension Plan		20	$	508,882	$	0

	Supplemental Executive Retirement Plan		20	$	517,041	$	0

(1)

The amounts set forth in this column were calculated using the assumptions from the corresponding end-of-year disclosure. Accrued benefits payable at age 65, and age 62 for Dr. Beckler, were determined as of the end of the fiscal year using compensation data through September 30 that includes bonuses for fiscal 2015 paid after the fiscal year end. The accrued benefits were discounted back to the disclosure date with the discount rate only. Each participant is assumed to work until age 65 and then retire, with the exception of Dr. Beckler which assumes a retirement age of 62. The discount rates used as of September 30, 2015 were 4.702% (for the Pension Plan), 3.82% (for the SERP), and 4.702% for the Retirement Restoration Plan. The lump sum rate (SERP only) used as of September 30, 2015 was 2.06%. The lump sum mortality table (SERP only) used as of September 30, 2015 was the applicable table under Revenue Ruling 2001-62 (GAR 94). The post-retirement mortality assumptions used as of September 30, 2015 were based on the adjusted Society of Actuaries RP-2014 Annuitant table and a future mortality improvement scale based on the Social Security Administration’s data and assumptions. The RP-2014 table was adjusted to substitute the Social Security Administration mortality improvement assumptions after 2012, to reflect white collar life expectancies, and to reflect that WestRock’s white collar male and female populations have 106% and 113% higher mortality experience, respectively, than otherwise expected using these assumptions.

(2)	Messrs. Dickson and Porter do not participate in the Pension Plan, the SERP or the Retirement Restoration Plan.

Nonqualified Deferred Compensation

The following table provides information with respect to each nonqualified deferred compensation plan that is a defined contribution plan, also called an individual account plan. The amounts shown include compensation earned and deferred in prior years, and earnings on, or distributions of, such amounts.

The column “Executive Contributions in Last Fiscal Year” indicates the aggregate amount contributed to such plans by each named executive officer during fiscal 2015.

The column “Registrant Contributions in Last Fiscal Year” indicates our aggregate contributions on behalf of each named executive officer during fiscal 2015. Generally, our contributions to nonqualified deferred compensation plans are our matching contributions under the Senior Executive part of the RockTenn

Supplemental Retirement Savings Plan (which we refer to as the “Supplemental Plan”) in an amount equal to 50% of the participant’s contributions to the Supplemental Plan. Additionally, we make designated contributions for Mr. Porter each pay period under the individual retirement accounts part of the Supplemental Plan. We also make matching contributions or profit sharing contributions to our qualified 401(k) plans, but those plans are tax qualified and, therefore, we do not include our contributions to them in this table. We include our matches to all plans in the table titled “All Other Compensation Table” included in footnote 6 of the table titled “Summary Compensation Table” above. Dr. Beckler did not participate in this Supplemental Plan.

The column “Aggregate Earnings in Last Fiscal Year” indicates the total dollar amount of interest or other earnings accrued during fiscal 2015, including interest and dividends paid at market rates. We pay such amounts to compensate the executive for the deferral, and we do not consider the payment of interest and other earnings at market rates to be compensation.

The column “Aggregate Balance at Last Fiscal Year-End” reports the total balance of the executive’s account as of September 30, 2015.

Nonqualified Deferred Compensation Table for Fiscal 2015


Name	Executive Contributions in Last Fiscal Year(1)(2) ($)		Registrant Contributions in Last Fiscal Year(2)(3) ($)		Aggregate Earnings in Last Fiscal Year ($)			Aggregate Withdrawals / Distributions ($)		Aggregate Balance at Last Fiscal Year-End(4) ($)
Steven C. Voorhees	$	143,571	$	71,786	$	(16,251	)	$	0	$	1,193,762
Ward H. Dickson	$	56,443	$	28,222	$	(3,748	)	$	0	$	147,734
Robert K. Beckler	$	63,365	$	0	$	(21,754	)	$	0	$	301,463
Michael E. Kiepura	$	54,425	$	27,212	$	(11,118	)	$	0	$	836,172
James B. Porter	$	86,049	$	443,024	$	5,584		$	0	$	2,951,493
Robert B. McIntosh	$	37,426	$	18,713	$	(13,227	)	$	0	$	533,668

(1)	After each named executive officer, other than Dr. Beckler, reaches the designated maximum contribution or compensation limit under the 401(k) Plan, he may defer up to 6% of his salary, and separately, he may defer up to 6% of his bonus pursuant to the Supplemental Plan.

(2)	These amounts represent contributions earned in fiscal 2015 by the applicable named executive officers. Dr. Beckler had no contributions made by the Company during fiscal 2015.

(3)

Under the Senior Executive part of the Supplemental Plan, we match an amount equal to 50% of the executive’s contribution. We make additional contributions on behalf of Mr. Porter under the individual retirement accounts part of the Supplemental Plan. Certain amounts disclosed in this column are also disclosed for fiscal 2015 in the table titled “All Other Compensation Table” included in footnote 6 of the table titled “Summary Compensation Table” above. The amounts disclosed in the two tables do not correspond because this table only discloses contributions earned under the Supplemental Plan in fiscal 2015, and the amounts disclosed for fiscal 2015 in the table titled “All Other Compensation Table” includes contributions earned in fiscal 2015 under the 401(k) Plan. Dr. Beckler did not participate in the Supplemental Plan.

(4)	The amounts in this column are calculated by adding the amounts set forth in each of the first four columns of this table for each named executive officer to the applicable NEO’s aggregate balance as of the end of fiscal 2014.

Supplemental Retirement Savings Plan. The Supplemental Plan is a non-qualified, unfunded deferred compensation plan sponsored and maintained by us and is intended to provide participants with an opportunity to supplement their retirement income through deferral of current compensation. The Supplemental Plan is comprised of three parts. The first part, which we call the Senior Executive plan, is the part in which the named executive officers, other than Dr. Beckler, and certain other senior executives are eligible to participate. We contribute an amount to each participant’s account maintained under the Senior Executive plan equal to 50% of the participant’s contributions. The second part, which we call the Broad Based plan, is the part in which certain other employees deemed highly compensated employees (and who are subject to a cap on deferral contributions under the 401(k) Plan) are eligible to participate. The third part, individual retirement accounts, is described below.

Effective July 20, 2011, our compensation committee authorized an amendment to the Supplemental Plan to provide for additional retirement contributions for designated executive officers of the Company. In connection with the amendment, Mr. Porter was designated to receive the additional contributions established as individual retirement accounts in the Supplemental Plan. Mr. Porter’s contribution amount is $400,000 per year effective as of May 27, 2011. Contributions are deemed contributed in substantially equal installments each semi-monthly pay period, prorated for partial pay periods on a daily basis. Contributions will end at separation of service from the Company.

Amounts deferred and payable under the Supplemental Plan (which we refer to as the “Obligations”) are our unsecured obligations, and rank equally with our other unsecured and unsubordinated indebtedness outstanding from time to time. Each participant in the Senior Executive plan elects the amount of eligible base salary and eligible bonus to be deferred, up to 6%. Each Obligation will be payable on a date selected by us pursuant to the terms of the Supplemental Plan. The Obligations generally are payable after termination of the participant’s employment or in certain emergency situations. Each participant’s account will be adjusted for investment gains and losses as if the credits to the participant’s account had been invested in the benchmark investment alternatives available under the Supplemental Plan in accordance with the participant’s investment election or elections (or default election or elections) as in effect from time to time. All such adjustments will be made at the same time and in accordance with the same procedures followed under the 401(k) Plan for crediting investment gains and losses to a participant’s account under the 401(k) Plan. The Obligations are denominated and payable in United States dollars. The benchmark investment alternatives available under the Supplemental Plan are in our view comparable to investment alternatives commonly available under 401(k) retirement savings plans.

The compensation committee has determined that no additional contributions or deferrals will be made under the Supplemental Plan after December 31, 2015 and that a new WestRock deferred compensation plan will be implemented to replace it.

Potential Payments upon Termination or Change in Control

The following table summarizes the estimated payments to be made under each contract, agreement, plan or arrangement which provides for payments to a named executive officer at, following, or in connection with any termination of employment including by resignation, retirement, disability or a constructive termination of a named executive officer, or our change in control or a reduction in the named executive officer’s responsibilities. However, in accordance with SEC regulations, we do not report any amount to be provided to a named executive officer under any arrangement which does not discriminate in scope, terms, or operation in favor of our executive officers and which is available generally to all salaried employees.

For the purpose of the quantitative disclosure in the following table and in accordance with SEC regulations, except for Mr. Kiepura, we have assumed that the termination took place on the last business day of our most recently completed fiscal year, and that the price per share of our Common Stock is the closing sale price on the

NYSE as of that date of $51.44. For Mr. Kiepura, the disclosure in the following table is made as of July 2, 2015, which was the effective date of his retirement from our Company. The closing sale price on the NYSE of our Common Stock on July 2, 2015 was $64.99.

Severance. Mr. Porter will receive payments in the event of his termination in accordance with his employment agreement as described above in the section titled “Compensation Discussion and Analysis — Employment Agreement with James B. Porter III.” Dr. Beckler will receive payments in the event of his termination in accordance with his change of control agreement as described above in the section titled “Compensation Discussion and Analysis — Agreements with Robert K. Beckler.” Other than Dr. Beckler, Mr. Porter and, as discussed below, Mr. Kiepura, no other NEOs are entitled to severance payments resulting from termination or a change in control of the Company or a change in his responsibilities.

Agreements with Mr. Kiepura. In connection with Mr. Kiepura’s retirement from the Company, the Company and Mr. Kiepura entered into a Severance and Release Agreement (which we refer to as the “Severance Agreement”) and Separation and Consulting Agreement (which we refer to as the “Consulting Agreement”) that are each described below. Pursuant to the Severance Agreement, we paid Mr. Kiepura a lump sum severance payment of $1,000,000, and he agreed to release the Company, its predecessors, successors and assigns from any and all claims, demands or other liabilities, damages or costs that arose out of his employment with us or his separation of employment from us. Also pursuant to the Severance Agreement, Mr. Kiepura is entitled to continue to participate in the medical, dental, vision and life insurance plans that he and his eligible dependents were enrolled in on the date of his separation from the Company, other than the Company’s short-term and long-term disability plans, until the earlier of (i) July 31, 2016, or (ii) the date on which insurance becomes available to him through a new employer, or ninety (90) days following the commencement of new employment, if insurance is made available to him through a new employer. Mr. Kiepura is required to pay us for the employee portion of all applicable insurance premiums.

Pursuant to the Consulting Agreement, for the period beginning July 3, 2015 through July 2, 2017, we have engaged Mr. Kiepura to perform consulting services for the Company as an independent contractor, to the extent requested by Mr. Voorhees, Dr. Beckler or their designee. While Mr. Kiepura has agreed to devote as much of his working hours and attention, energies, skills and efforts as are necessary to successfully perform his duties under the Consulting Agreement, we anticipate that the level of his services to us will be no more than 20% of the level of his service to the Company during the last three years of his employment with us. During the term of the Consulting Agreement, we will pay Mr. Kiepura a consulting fee of $25,000 per month and reimburse him for reasonable out-of-pocket expenses incurred on behalf of the Company. Pursuant to the Consulting Agreement, Mr. Kiepura was paid a pro-rata portion of his 2015 bonus, based on the Company’s actual operating results through June 30, 2015. Also, in accordance with the Consulting Agreement, Mr. Kiepura’s outstanding unvested restricted performance shares and stock options vested or will vest in accordance with their terms, and he has maintained his retirement benefits and other benefits accrued or earned during his employment with the Company.

The Company may terminate the Consulting Agreement by written notice to Mr. Kiepura upon the occurrence of any of the following events: (i) any act or omission by Mr. Kiepura that he knew was likely to materially damage our business; (ii) material neglect of his duties under the Consulting Agreement or Mr. Kiepura’s refusal to perform his duties or responsibilities under the Consulting Agreement; or (iii) Mr. Kiepura’s material breach of his obligations under the Consulting Agreement. Mr. Kiepura’s obligations regarding non-disparagement of the Company, the Company’s property, proprietary information, noncompetition and non-solicitation described below will survive any termination of the Consulting Agreement.

In the Consulting Agreement, Mr. Kiepura agreed that, except as may be required by law, he will not make any statement, written or verbal, in any forum or media, or take any action, in disparagement of the Company, including, but not limited to, negative references to our products, services, officers or employees. Mr. Kiepura also agreed that all of our property, including documents, correspondence, manuals, computer programs and

software, security badges and passwords, reports, tapes, photographs, lists, equipment (including computers), funds, books, records, files, memoranda, notes, drawings, plans, sketches, trade secrets, confidential information, inventions and other material and data, which he uses, prepares or comes in contact with or possession of during the course of, or as a result of, his performing his consulting services will remain the sole property of the Company.

Mr. Kiepura has also agreed that, pursuant to the Consulting Agreement, he will not use or disclose any of the Company’s trade secrets and that he will keep confidential all of the Company’s confidential information and not in any way disclose, publish or make use of the Company’s confidential information without the prior written consent of the Company. Mr. Kiepura has also agreed that during the term of the Consulting Agreement, he will not, directly or indirectly, either individually or as an employee, agent, member, partner, stockholder, consultant or in any other capacity, participate in, engage in, or assist with the management of any enterprise engaged in the manufacture or sale of folding cartons, corrugated containers, partitions or permanent or temporary merchandising displays or similar activities conducted, authorized, offered or provided by the Company within two years prior to the termination date of the Consulting Agreement (which we refer to as the “Business of the Company”).

Mr. Kiepura has also agreed in the Consulting Agreement that, until the second anniversary of the date of the termination of the Consulting Agreement (which we refer to as the “Noncompetition Term”), other than directly on behalf of the Company or its affiliates, he will not: (i) directly or indirectly, whether personally or through another person or entity, perform any executive and management services of the type conducted, provided, or offered by Mr. Kiepura within two years prior to the termination date of his Consulting Agreement, irrespective of the business unit for which such services were performed in the continental United States for or on behalf of himself or any other business or business entity that competes with the Business of the Company; (ii) become employed by, provide consulting services to, or become an officer, director, shareholder, member, manager, general or limited partner of or hold any management position with any of our customers with which Mr. Kiepura has had material contact during the two years preceding the termination date of the Consulting Agreement and which have obtained or purchased from the Company, at any time from July 1, 2013 through the termination date of the Consulting Agreement, any products or services in folding cartons, corrugated containers, partitions and permanent or temporary merchandising displays categories anywhere in the continental United States (which we refer to as a “Customer”), unless Mr. Kiepura accepts employment with the Customer in an area of the Customer’s business with respect to which the Company has never provided or attempted to provide services to the Customer; or (iii) own any interest in (through a direct interest or Mr. Kiepura’s spouse or a trust for Mr. Kiepura’s benefit or any other indirect means) an entity engaged in the Business of the Company for any Customer in the continental United States while others involved with such entity participate in any solicitation or offer to provide Business of the Company to any Customer in the continental United States.

Mr. Kiepura has also agreed that until the end of the Noncompetition Term he will not (i) solicit, or attempt to solicit, the business of any Customer or prospective customer with whom he had material contact for purposes of providing products or services that are competitive with those provided by us within two years prior to the date of the termination of the Consulting Agreement, or otherwise induce such Customers or prospective customers to reduce, terminate, or restrict or alter their business relationships with the Company; (ii) solicit, or attempt to solicit, for competitive purposes, the business of any person or entity doing business with us, including our suppliers, agents, distributors or any persons or entities under contract or otherwise associated or doing business with us, with whom Mr. Kiepura has had material contact on our behalf, to reduce, terminate, or restrict or alter their business relationships with us in any material fashion; (iii) solicit, recruit, or attempt to solicit or recruit, directly or indirectly, any of our employees who are then employed by us or were employed by us at any time in the six-months prior to the termination of the Consulting Agreement); or (iv) induce or attempt to induce, directly or indirectly, any supplier, subcontractor, independent contractor, or employee of us to discontinue providing services to us.

If Mr. Kiepura breaches any of his covenants regarding disparagement, competition with us, or solicitation or inducement of our customers or employees, we will have the right to an injunction or other restrictions in court.

Acceleration of Restricted Stock Grants, Stock Units and Stock Options. All stock options held by a named executive officer at the time of his death or disability will be immediately exercisable. All unearned restricted stock and stock units held by a named executive officer will immediately vest at the time of his death or disability but will still be subject to any performance requirements applicable to the particular restricted stock award.

All outstanding stock options and restricted stock awards made pursuant to the 2004 Incentive Stock Plan and stock and stock unit awards made pursuant to the 2005 Performance Incentive Plan will vest early in the event of a “change in control termination event” as described above in the section titled “Compensation Discussion and Analysis — Long-Term Incentives — Restricted Stock, Stock Units and Stock Options.” The Combination constituted a change in control for all outstanding awards under the 2004 Incentive Stock Plan and the 2005 Performance Incentive Plan.

Potential Payments Upon Termination or Change in Control for Fiscal 2015


Name	Benefit	Before Change in Control, Termination w/o Cause(1)		After Change in Control, Termination w/o Cause		Termination With Cause/ Resignation w/o Good Reason		Death or Disability		Change in Control
Steven C. Voorhees	Severance	$	0	$	0	$	0	$	0	$	0
	Accelerated Vesting of Stock Options(2)	$	0	$	214,182	$	0	$	214,182	$	214,182
	Accelerated Vesting of Restricted Stock(3)	$	0	$	14,978,582	$	0	$	14,978,582	$	0
	SERP(4)	$	1,533,930	$	1,533,930	$	1,533,930	$	1,533,930	$	0

	Total value:	$	1,533,930	$	16,726,694	$	1,533,930	$	16,726,694	$	214,182

Ward H. Dickson	Severance	$	0	$	0	$	0	$	0	$	0
	Accelerated Vesting of Stock Options(2)	$	0	$	0	$	0	$	0	$	0
	Accelerated Vesting of Restricted Stock(3)	$	0	$	3,010,536	$	0	$	3,010,536	$	0
	SERP(4)	$	0	$	0	$	0	$	0	$	0

	Total value:	$	0	$	3,010,536	$	0	$	3,010,536	$	0

Robert K. Beckler	Severance	$	1,531,293	$	1,531,293	$	0	$	0	$	0
	Pro Rata Bonus	$	190,647	$	190,647	$	0	$	190,647
	Accelerated Vesting of Stock Options(2)	$	0	$	0	$	0	$	0	$	0
	Accelerated Vesting of Restricted Stock(3)	$	2,349,573	$	2,349,573	$	0	$	970,963	$	0
	Post-Termination Health Care	$	26,424	$	26,424	$	0	$	0
	Outplacement & Financial Counseling	$	30,000	$	30,000	$	0	$	0
	RRP(5)	$	1,871,141	$	1,871,141	$	1,871,141	$	956,558	$	0

	Total value:	$	5,999,078	$	5,999,078	$	1,871,141	$	2,118,168	$	0

Michael E. Kiepura(6)	Severance		—	$	1,000,000		—		—		—
	Accelerated Vesting of Stock Options(2)		—	$	506,529		—		—		—
	Accelerated Vesting of Restricted Stock(3)		—	$	13,675,586		—		—		—
	SERP(4)		—	$	1,057,931		—		—		—

	Total value:		—	$	16,240,046		—		—		—

James B. Porter(7)	Severance	$	1,500,000	$	1,500,000	$	0		0		0
	Accelerated Vesting of Stock Options(2)	$	0	$	273,267	$	0	$	273,267	$	273,267
	Accelerated Vesting of Restricted Stock(3)	$	0	$	7,913,845	$	0	$	7,913,845	$	0
	SERP(4)	$	0	$	0	$	0	$	0	$	0

	Total value:	$	1,500,000	$	9,687,112	$	0	$	8,187,112	$	273,267

Robert B. McIntosh	Severance	$	0	$	0	$	0	$	0	$	0
	Accelerated Vesting of Stock Options(2)	$	0	$	88,166	$	0	$	88,166	$	88,166
	Accelerated Vesting of Restricted Stock(3)	$	0	$	2,592,627	$	0	$	2,592,627	$	0
	SERP(4)	$	562,547	$	562,547	$	562,547	$	562,547	$	0

	Total value:	$	562,547	$	3,243,340	$	562,547	$	3,243,340	$	88,166

(1)	The numbers contained in this column contemplate that a change in control had occurred as of September 30, 2015 because the Combination constituted a change in control of each of MWV and RockTenn.

(2)

The calculation of the value of accelerated vesting of stock options is based upon the closing sale price of $51.44 of our Common Stock on the NYSE on September 30, 2015, the last trading day of our fiscal year for all of our NEOs other than Mr. Kiepura. The calculation of the value of the accelerated vesting of Mr. Kiepura’s stock options is based upon the closing sale price of $64.99 of our Common Stock on the NYSE on July 2, 2015, which was the effective date of his retirement from the Company. The exercise prices of the NEOs’ stock options used to make these calculations are $39.90 per share of the NEOs’ stock options granted on January 25, 2013.

(3)

The calculation of the value of accelerated vesting of restricted stock is based on the closing sale price of $51.44 of our Common Stock on the NYSE on September 30, 2015, the last trading day of our fiscal year for all of our NEOs, other than Mr. Kiepura, multiplied by the number of shares that would have vested on September 30, 2015 for each named executive officer other than Mr. Kiepura upon the occurrence of the specified events. The calculation of the value of the accelerated vesting of Mr. Kiepura’s restricted stock is based on the closing sale price of $64.99 of our Common Stock on the NYSE on July 2, 2015, which was the effective date of his retirement from the Company, multiplied by the number of shares that actually vested in accordance with the Severance Agreement. Excluding Dr. Beckler, the number of shares reported in these rows for the stock grants made on January 25, 2013, January 31, 2014 and March 9, 2015 reflect the actual number of shares that converted into service-based awards at 200%, 176.6% and 146.5%, respectively, on the effective date of the Combination. For Dr. Beckler, the number of shares reported in this column for the stock grants made prior to the Combination on February 23, 2013, February 24, 2014 and February 23, 2015 reflect the actual number of shares that converted into service-based awards at 100%, 100% and 168%, respectively, on the effective date of the Combination. Upon a change in control, the restricted stock awards granted to the named executive officers in fiscal 2015 will vest as described above in the section titled “Compensation Discussion and Analysis — Long-Term Incentives — Restricted Stock, Stock Units and Stock Options”.

(4)

The SERP benefit above represents the potential payments from the SERP as of the end of fiscal 2015. These benefit payments were based on the accrued benefits at September 30, 2015 and were converted to lump sum amounts using a rate of 1.9753%. Dr. Beckler and Messrs. Dickson and Porter are not eligible for the SERP.

(5)	Dr. Beckler participates in the Retirement Restoration Plan, which is referred to as “RRP” above.

(6)	We only disclose payments to Mr. Kiepura in the column entitled “After Change in Control, Termination w/o Cause” because he retired from the Company in connection with the Combination on July 2, 2015.

(7)

Mr. Porter’s employment agreement with us does not permit us to terminate him without cause prior to December 31, 2015. Thus, for the purposes of calculating the payment amounts set forth for him in the first two columns of the table above, we have assumed that we could terminate him without cause and calculated his severance based upon the formula pursuant to which his severance would be calculated if we terminated him without cause on January 1, 2016. However, we used his salary and bonus rates as in effect as of September 30, 2015 for the purposes of such calculation.

ADMINISTRATION OF RELATED-PARTY TRANSACTIONS

We require that each executive officer, director and director nominee complete an annual questionnaire and report all transactions since the beginning of the last fiscal year that exceed $120,000 in which we were a participant and in which such persons (or their associates or immediate family members) had or will have a direct or indirect material interest. Management reviews responses to the questionnaires and, if any such transactions are disclosed, the nominating and corporate governance committee then makes recommendations to the board of directors with respect to the appropriateness of such transactions. Our executive officers, directors and director nominees have rarely engaged in any such transactions with us, however. We do not have a formal written policy for approval or ratification of such transactions. Information included in directors’ responses to the questionnaires is reviewed annually by the board of directors for the purpose of assessing independence under our corporate governance guidelines, applicable rules and regulations of the SEC and the corporate governance standards of the NYSE, and we review all responses to ensure that any such transactions adhere to the standards set forth in the above-referenced guidelines and standards as well as our various codes of conduct.

REPORT OF THE AUDIT COMMITTEE

The audit committee, which operates under a written charter adopted by our board of directors, is composed of independent directors (as defined in the audit committee independence standards of the SEC and the applicable listing standards of the NYSE) and oversees on behalf of the board of directors the Company’s financial reporting process and system of internal control over financial reporting. A copy of the audit committee charter is available on our Internet website at www.westrock.com. Our management has the primary

responsibility for the financial statements and the reporting process, including the system of internal control over financial reporting. In fulfilling its oversight responsibilities, the audit committee reviewed and discussed with management the audited financial statements to be included in the annual report on Form 10-K for the fiscal year ended September 30, 2015, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements.

The audit committee discussed with the independent registered public accounting firm, which is responsible for expressing an opinion on the conformity of those audited financial statements with generally accepted accounting principles, their judgments as to the quality, not just the acceptability, of the Company’s accounting principles and such other matters as are required to be discussed with the audit committee under generally accepted auditing standards (including Statement on Auditing Standards No. 61 (Communication with Audit Committees), as amended and as adopted by the Public Company Accounting Oversight Board in Rule 3200T) and applicable law.

In addition, the independent registered public accounting firm provided to the audit committee the written disclosures and the letter regarding its independence from management and the Company as required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the audit committee concerning independence. The audit committee discussed this information with the independent registered public accounting firm.

The audit committee discussed with the Company’s internal auditors and independent registered public accounting firm the overall scope and plans for their respective audits. The audit committee meets with the internal auditors and independent registered public accounting firm, with and without management present, to discuss the results of their examinations, their evaluations of the Company’s internal controls, and the overall quality of the Company’s financial reporting. The audit committee held ten meetings during fiscal 2015, including four by WestRock on or after the effective date of the Combination and six by RockTenn prior to the effective date of the Combination. The audit committee was updated no less than quarterly on management’s process to assess the adequacy of the Company’s system of internal control over financial reporting, the framework used to make the assessment and management’s conclusions on the effectiveness of our internal control over financial reporting. The audit committee also discussed with the independent auditor the Company’s internal control assessment process, management’s assessment with respect thereto and the independent auditor’s evaluation of our system of internal control over financial reporting.

In reliance on the reviews and discussions referred to above, the audit committee recommended to the board of directors (and the board approved) that the audited financial statements be included in the annual report on Form 10-K for the fiscal year ended September 30, 2015, for filing with the SEC.

Gracia C. Martore, chairman, audit committee

Timothy J. Bernlohr, audit committee member

J. Powell Brown, audit committee member

Terrell K. Crews, audit committee member

Russell Currey, audit committee member

James E. Nevels, audit committee member

Timothy H. Powers, audit committee member

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Fees

The following table presents fees billed for professional services rendered by our independent registered public accounting firm, Ernst & Young LLP, and its affiliates (which we refer to collectively as “Ernst & Young”), for the fiscal years ended September 30, 2015 and September 30, 2014.


	2015(5)		2014(5)
Audit fees(1)	$	10,802,000	$	6,209,000
Audit-related fees(2)	$	350,000	$	320,000
Tax fees(3)	$	2,511,000	$	1,271,000
All other fees(4)	$	0	$	0

Total fees paid to auditor	$	13,663,000	$	7,800,000

(1)

Audit fees consist primarily of fees related to professional services rendered for the audit of our annual financial statements included in our Form 10-K and the review of interim financial statements included in our quarterly reports on Form 10-Q, accounting consultations to the extent necessary for Ernst & Young to fulfill its responsibility under generally accepted auditing standards, as well as services in connection with other statutory and regulatory filings.

(2)

Audit-related fees consist of fees related to professional services rendered for assurance and related services that are reasonably related to the performance of the audit or review of our annual financial statements that are not included in the amounts disclosed as audit fees above. For fiscal 2015 and fiscal 2014, these fees relate to due diligence services, audits of employee benefit plans, accounting consultations and our subscription to Ernst & Young’s Internet-based accounting and reporting resources.

(3)	Tax fees consist primarily of fees related to professional services rendered for tax compliance, tax advice, and tax planning and for fiscal 2015 included fees incurred on connection with the anticipated spin-off of our specialty chemicals operations.

(4)	All other fees, if any, consist primarily of fees related to products and professional services that are not included in the amounts disclosed in the three other categories above. Ernst & Young did not perform any such services during these periods.

(5)	All of such Audit fees, Audit-related fees, and Tax fees that Ernst & Young billed for professional services were pre-approved by the audit committee in accordance with our pre-approval policy described below.

Audit Committee Pre-Approval of Services by the Independent Registered Public Accounting Firm

In accordance with its pre-approval policy, its charter and applicable rules and regulations adopted by the SEC, our audit committee reviews and pre-approves the terms of all audit services provided to us as well as all permissible audit-related and non-audit services to be provided by our independent registered public accounting firm. Unless a service to be provided by our independent registered public accounting firm has received general pre-approval under the pre-approval policy, it requires specific pre-approval by our audit committee or the chairman of our audit committee before the commencement of each service. The term of any pre-approval is twelve months, unless the audit committee specifically provides for a different period.

In determining whether to pre-approve services, the audit committee is generally guided by the following principles. The independent registered public accounting firm engaged to perform audit work necessary for us to file required reports under the Exchange Act may not perform a service that: (1) impairs the independent registered public accounting firm’s independence; (2) creates a mutual or conflicting interest between the independent registered public accounting firm and us; (3) places the independent registered public accounting firm in the position of auditing its own work; or (4) results in the independent registered public accounting firm acting as management or an employee of the Company.

The audit committee does not delegate its responsibilities to pre-approve services performed by the independent registered public accounting firm to our management. However, the audit committee has appointed our chief accounting officer to assist it in monitoring compliance with the pre-approval policy, including ensuring whether the necessary pre-approvals from the audit committee or the chairman of our audit committee have been obtained and that the services carried out under the pre-approval policy is appropriately reported periodically (but not less than annually).

The audit committee will review and revise the pre-approval policy on a periodic basis (not less than annually) and update it as necessary based on subsequent determinations.

Engagements for our annual audit and quarterly reviews required under the Exchange Act (including the audit of internal control over financial reporting) are reviewed and pre-approved annually by the audit committee. The nature and dollar value of services provided under these engagements are periodically reviewed with the audit committee as changes in terms, conditions and fees resulting from changes in audit scope, our structure, or other matters occur.

The following services, consistent with the nature of services previously provided to us, are pre-approved under the pre-approval policy. All other audit, audit-related and non-audit services must be specifically pre-approved by the audit committee or the chairman of our audit committee prior to the commencement of each service.

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Work associated with registered and unregistered securities offerings, including, without limitation, registration statements under the Securities Act;

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statutory audits, employee benefit plan audits or other financial audit work required for non-U.S. subsidiaries that are not required for the Exchange Act audit;

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attestation services;

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advice and consultation as to proposed or newly adopted accounting and auditing standards and interpretations, and as to financial accounting and disclosure requirements imposed by the SEC and other regulatory agencies and professional standard setting bodies;

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assistance and consultation as to questions from us, including comments or inquiries made by the SEC or other regulatory agencies;

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access to Ernst & Young’s Internet-based accounting and reporting resources;

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assistance to us with understanding our internal control review and reporting obligations and, if requested, under the supervision of our management assisting us in the documentation of our internal controls and processes, not including the performance of any management review, evaluation or testing of internal controls for the purposes of management’s assertions about the effectiveness of internal controls;

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review of our information systems security and controls;

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preparation and/or review of tax returns (including amended returns and refund claims) to be filed by us with federal, state, local or foreign jurisdictions and related tax services, which includes assistance with audits and notices, voluntary disclosure and amnesty programs, estimated payment and extension calculations, tax projections, allocations and analytical review calculations and tax accounting method changes, statutory incentive credit assistance, transfer pricing analysis, inventory related calculations and assistance, fixed asset and depreciation assistance and cost segregation studies (but in no circumstances computing depreciation or maintaining our related records), analysis of tax legislation, and pronouncements, expatriate tax services and consultation and responses to questions from us regarding the tax implications of various items;

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international tax planning, including foreign tax credit and cash repatriation planning; and

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general federal, state, and international tax planning and advice.

For the services receiving general pre-approval under the pre-approval policy listed above, any individual engagement with an estimated cost of more than $250,000 must nevertheless be specifically pre-approved by the audit committee or by the chairman of the audit committee before the aggregate fees incurred with respect to such engagement exceed $250,000; provided, however, the services for which general pre-approval under the pre-approval policy may be used during any fiscal year shall be limited to an aggregate of $1,000,000 of estimated costs outstanding at any one time. The costs of services that receive general pre-approval under the pre-approval policy listed above that then receive specific approval or ratification by the audit committee no longer count towards the calculation of the $1,000,000 limit. All services will require specific pre-approval by the audit committee or the chairman of the audit committee whenever the aggregate costs of services that have received general pre-approval under the pre-approval policy have reached the $1,000,000 limit and have not been subsequently approved or ratified by the audit committee. The audit committee at its next regularly scheduled meeting will review services performed pursuant to the general pre-approvals granted under the pre-approval policy and services pre-approved by the chairman of the audit committee. In addition, the nature and dollar value of services performed under the general pre-approval guidelines shall be reviewed with the audit committee on an at least an annual basis.

Our independent registered public accounting firm may not perform any service that is proscribed by law, regulation, the NYSE or regulatory authorities or organizations charged with oversight of the accounting and auditing profession. Specifically, the following non-audit services are prohibited by our pre-approval policy:

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