UNITED STATES SECURITIES AND EXCHANGE COMMISSION

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~October 31~~November 3, 2022

RESOLUTE FOREST PRODUCTS INC.

(Exact name of registrant as specified in its charter)

Delaware	~~001-33776~~	001-33776	~~98-0526415~~	98-0526415
(State or other jurisdiction of incorporation)	(Commission File Number)		(IRS Employer Identification No.)
(State or other jurisdictionof incorporation)		(CommissionFile Number)		(IRS EmployerIdentification No.)

Resolute Forest Products Inc. ~~1010 De La Gauchetière Street West, Suite 400 Montreal, Quebec, Canada H3B 2N2 (Address and zip code of principal executive offices)~~

1010 De La Gauchetière Street West, Suite 400

Montreal, Quebec, Canada H3B 2N2

(Address, including zip code, of principal executive offices)

Registrant’s telephone number, including area code: (514) 875-2160

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of class

~~Trading Symbol~~

~~Name of exchange on which registered~~

Trading Symbol

Name of exchangeon which registered

Common Stock, par value $0.001 per share

~~RFP~~

~~New York Stock Exchange~~

RFP

New York Stock Exchange

Indicate by check Toronto Stock Exchange

Toronto Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 52.0702 RESULTS ~~SUBMISSION~~ OF ~~MATTERS~~OPERATIONS TOAND AFINANCIAL ~~VOTE OF SECURITY HOLDERS.~~CONDITION

On November 3, 2022, Resolute Forest Products Inc. (the “~~Company~~company”) ~~held~~reported aits ~~special~~earnings ~~meeting~~for ~~of stockholders (~~the ~~“special~~ ~~meeting”)~~first onquarter ~~October 31,~~ended ~~2022 to consider and vote on (i)~~September ~~a proposal to adopt the Agreement and Plan of Merger~~30, ~~dated as of July 5,~~ 2022 (as it may be further amended, modified or supplemented from time to time, the “merger agreement”), by and among the Company, Domtar Corporation, a Delaware corporation (“Domtar”), Terra Acquisition Sub Inc., aA ~~Delaware~~copy ~~corporation and a wholly owned subsidiary~~ of ~~Domtar (“Merger Sub”), Karta Halten B.V., a private limited company organized under~~ the ~~laws~~press ofrelease ~~the~~containing ~~Netherlands, and Paper Excellence B.V., a private limited company organized under~~ the ~~laws~~information ofis ~~the~~furnished ~~Netherlands, pursuant to which Merger Sub will be merged with and into the Company (the “merger”), with the Company surviving~~ as aexhibit ~~wholly~~99.1 ~~owned subsidiary of Domtar (the “merger proposal”)~~ and ~~(ii) a~~is ~~proposal~~incorporated toherein ~~approve,~~ by ~~a non-binding advisory vote, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the merger~~reference.

OfThe ~~the~~information ~~76,811,811~~contained ~~shares of Company common stock issued~~ and ~~outstanding~~incorporated ~~and~~in ~~entitled~~Item to2.02 ~~vote at the special meeting as~~ of ~~the~~this ~~close~~Current ofReport ~~business~~ on ~~September 19,~~Form ~~2022,~~8-K ~~the~~is ~~record~~being ~~date~~furnished ~~for~~and ~~the~~shall ~~special~~not ~~meeting,~~be ~~62,730,387 shares~~deemed ~~were~~“filed” ~~present~~for ~~virtually~~purposes orof ~~represented~~Section by18 ~~proxy~~of at the ~~meeting,~~Securities orExchange ~~approximately~~Act ~~81.67%~~ of ~~the~~1934, ~~total~~as ~~outstanding~~amended ~~shares~~nor ofshall ~~Company~~it ~~common~~be ~~stock,~~deemed ~~which~~incorporated ~~was~~by ~~sufficient~~reference toin ~~constitute~~any afiling ~~quorum.~~under ~~The~~the ~~final~~Securities ~~results~~Act of ~~voting~~1933, ~~for~~as ~~the~~amended, ~~matters~~except ~~submitted~~as toshall abe ~~vote~~expressly ofset ~~stockholders~~forth atby ~~the~~specific ~~meeting~~reference ~~are~~in assuch ~~follows:~~ filing.

~~Proposal~~ITEM 19.01 FINANCIAL —STATEMENTS ~~Adoption~~AND ~~of the Merger Agreement~~ EXHIBITS

The Company’s stockholders approved the merger proposal.


Exhibit No.						Description

99.1						Resolute Forest Products press release dated November 3, 2022, containing financial information for its quarter ended September 30, 2022.

104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

For			62,597,968
Against			124,514
Abstain			7,905

Proposal 2 — Non-binding Compensation Advisory Proposal

The Company’s stockholders approved, by a non-binding advisory vote, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the merger.

For			60,919,652
Against			1,353,955
Abstain			456,679

ITEM 8.01 OTHER EVENTS.

On October 31, 2022, and in connection with the special meeting, the Company issued a press release announcing the results of the special meeting. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

ExhibitNo.		Description
99.1		Press Release, October 31, 2022.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Cautionary Statements Regarding Forward Looking Statements

Statements in this document that are not reported financial results or other historical information of Resolute are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, for example, statements included in this document relating to the potential benefits of the proposed transaction between Resolute and Domtar Corporation; the prospective performance and outlook of Resolute’s business, performance and opportunities; the ability of the parties to complete the proposed transaction and the expected timing of completion of the proposed transaction; as well as any assumptions underlying any of the foregoing. Forward-looking statements may be identified by the use of forward-looking terminology such as the words “should,” “would,” “could,” “will,” “may,” “expect,” “believe,” “see,” “intends,” “continue” and other terms with similar meaning indicating possible future events or potential impact on Resolute’s business or its stockholders. The reader is cautioned not to place undue reliance on these forward-looking statements, which are not guarantees of future performance. These statements are based on management’s current assumptions, beliefs, and expectations, all of which involve a number of business risks and uncertainties that could cause actual results to differ materially. Many factors could cause actual future events to differ materially from the forward-looking statements in this document, including but not limited to: uncertainties as to the timing of the proposed transaction; the risk that the proposed transaction may not be completed in a timely manner or at all; the possibility that competing offers or acquisition proposals for Resolute will be made; the possibility that any or all of the various conditions to the consummation of the proposed transaction may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals); the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, including in circumstances that would require Resolute to pay a termination fee or other expenses; the inability to recover softwood lumber duty refunds in a timely manner or at all; the effect of the pendency of the proposed transaction on Resolute’s ability to retain and hire key personnel, its ability to maintain relationships with its customers, suppliers and others with whom it does business, its business generally or its stock price; and risks related to diverting management’s attention from the Company’s ongoing business operations. In addition, please refer to the documents that Resolute files with the SEC on Forms 10-K, 10-Q and 8-K. These filings identify and address other important risks and uncertainties with respect to Resolute and its business that could cause events and results to differ materially from those contained in the forward-looking statements set forth in this document. All forward-looking statements in this document are expressly qualified by the cautionary statements contained or referred to above and in Resolute’s other filings with the SEC and the Canadian securities regulatory authorities. Resolute disclaims any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

SIGNATURES

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

RESOLUTE FOREST PRODUCTS INC. By: /s/ Stephanie Leclaire Name: Stephanie Leclaire Title: Senior Vice President, Corporate Affairs and Chief Legal Officer


	RESOLUTE FOREST PRODUCTS INC.

	By:	/s/ Stephanie Leclaire
Date: November 3, 2022		Name: Stephanie Leclaire
		Title: Senior Vice President and Chief Legal Officer

Date: October 31, 2022

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