~~UNITED~~United ~~STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549~~States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current ~~Report~~ Report Pursuant to Section 13 or 15(d) of ~~the Securities Exchange Act of 1934~~

~~Date~~The Securities ofAct ~~report (Date~~ of ~~earliest event reported): November 15, 2017~~1934

~~Deltic~~December ~~Timber~~19, ~~Corporation (Exact Name of Registrant as Specified in Its Charter)~~2017

Delaware (State or Other Jurisdiction of Incorporation or Organization)	1-12147 (Commission File Number)	71-0795870 (IRS Employer Identification No.)
210 East Elm Street, El Dorado, Arkansas (Address of Principal Executive Offices)		71730 (Zip Code)
(Registrant’s telephone number, including area code: (870) 881-9400
Not Applicable (Former Name or Former Address, if Changed Since Last Report)

Date of Report (date of earliest event reported)

~~Check the appropriate box below if the~~Deltic ~~Form~~Timber ~~8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):~~Corporation

o(Exact name ~~Written~~of ~~communications~~registrant ~~pursuant~~as tospecified ~~Rule~~in ~~425~~its ~~under the Securities Act (17 CFR 230.425~~charter)

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

Delaware	1-12147	71-0795870
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

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

210 East Elm Street, El Dorado, Arkansas	71730
(Address of principal executive offices)	(Zip Code)

oRegistrant's ~~Pre-commencement~~telephone ~~communications~~number, ~~pursuant~~including area tocode ~~Rule 13e-4~~(c870) ~~under the Exchange Act (17 CFR 240.13e~~881-~~4(c))~~9400

~~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~~Not ~~of this chapter~~Applicable) ~~or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).~~

~~Emerging~~(Former ~~growth~~name ~~company~~or oformer address, if changed since last report)

IfCheck anthe ~~emerging~~appropriate ~~growth~~box ~~company, indicate by check mark~~ below if the ~~registrant~~ ~~has~~Form ~~elected~~8-K ~~not~~filing is intended to ~~use~~simultaneously satisfy the ~~extended~~filing ~~transition~~obligation ~~period~~of ~~for~~the ~~complying~~registrant ~~with~~under any ~~new~~of orthe ~~revised financial accounting standards~~following ~~provided~~provisions ~~pursuant to Section 13~~(a)see ofGeneral ~~the~~Instruction ~~Exchange Act~~A.2.below):

~~Item~~☐ ~~5.02. Departure~~Written ofcommunications ~~Directors~~pursuant orto ~~Certain~~Rule ~~Officers; Election~~425 ofunder ~~Directors;~~the ~~Appointment~~Securities ofAct ~~Certain Officers;~~(17 ~~Compensatory~~CFR ~~Arrangements of Certain Officers~~230.425)

~~(e)~~☐ OnSoliciting ~~November~~material ~~15,~~pursuant ~~2017,~~to ~~Deltic~~Rule ~~Timber~~14a- ~~Corporation (“the~~12 ~~Company”)~~under ~~entered~~the ~~into~~Exchange ~~change~~Act ~~in control retention award agreements~~ (~~each,~~17 aCFR ~~“Retention Award Agreement”) with each of Messrs~~240. Byrom Walker and Jim Andrews, Jr. and on November 20, 2017 with David Meghreblian, all of whom are named executive officers of the Company, in connection with the anticipated completion of the Company’s merger with Potlatch Corporation (“Potlatch”14a-12).

~~The~~☐ ~~Retention~~Pre-commencement ~~Award~~communications ~~Agreements~~pursuant ~~provide~~to ~~for the~~Rule ~~receipt of a retention award~~ 14d-2(~~$79,688 for Mr. Walker, $71,250 for Mr. Andrews and $50,000 for Mr. Meghreblian~~b) ~~payable~~under ~~to each named executive officer upon his completion of at least 90 days of continuous employment following~~ the ~~completion~~Exchange ofAct ~~the merger. If the named executive officer is terminated without “cause”~~ (as17 ~~defined~~CFR ~~in his respective Retention Award Agreement) prior to his completion of said 90 days of employment, he will be entitled to receive his full retention payment as of the date his employment terminates~~240. ~~If the merger with Potlatch is not completed by July 22, 2018, each of the Retention Award Agreements will be null and void.~~14d-2(b))

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

~~Pursuant~~Indicate toby check mark whether the ~~requirements~~registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities ~~Exchange~~ Act of ~~1934,~~1933 ~~the~~(§230.405 of ~~Registrant~~this ~~has~~chapter) ~~duly~~or ~~caused~~Rule ~~this~~12b-2 ~~report~~of tothe beSecurities ~~signed~~Exchange onAct ~~its~~of ~~behalf~~1934 by(§240.12b-2 ~~the~~of ~~undersigned~~this ~~thereunto duly authorized~~chapter).

		Deltic Timber Corporation
Date:	November 21 , 2017	By:	/s/ Jim F. Andrews, Jr.
			Name:	Jim F. Andrews, Jr.
			Title:	Secretary

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 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 19, 2017, in order to mitigate or eliminate certain negative tax consequences under Section 280G of the Internal Revenue Code, the Executive Compensation Committee (the “Committee”) of the Board of Directors of Deltic Timber Corporation (the “Company”) authorized the accelerated payment of certain non-equity incentive cash awards, the accelerated vesting of certain amounts of previously granted time-based restricted shares and performance-based restricted shares, as well as the accelerated vesting and deemed exercise of certain amounts of previously granted stock options for its named executive officers.

Accordingly, the Committee authorized the payment of non-equity incentive compensation to the Company’s President & Chief Executive Officer, John D. Enlow, Sr., and its interim Chief Financial Officer, Byrom L. Walker, at 100 percent of their respective target levels. The Committee also authorized the accelerated vesting of certain amounts of previously granted time-based restricted shares and performance-based restricted shares for Messrs. Enlow and Walker as well as for the Company’s Vice President of Wood Products, Kent L. Streeter, its Vice President of Real Estate, David V. Meghreblian, and its Vice President and General Counsel, Jim F. Andrews, Jr. The performance-based restricted shares were vested at the maximum performance level based generally on estimated performance and the terms of the Agreement and Plan of Merger dated as of October 22, 2017 among Potlatch Corporation, Portland Merger LLC, and the Company. The Committee further authorized the accelerated vesting, deemed exercise and cash-out of certain amounts of previously granted stock options for Messrs. Walker, Streeter, Meghreblian, and Andrews.

Details regarding the number, amount and estimated compensation values of the accelerated non-equity and equity incentive awards (based on the Company’s closing stock price of $90.94 on December 18, 2017), are listed on Exhibit 99.1, which is incorporated by reference.

(d) Exhibits

99.1

Listing of Accelerated Compensation Amounts Payable to the Company’s Named Executive Officers

SIGNATURE

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

	Deltic Timber Corporation




	By: /s/ Jim F. Andrews, Jr.
	Jim F. Andrews, Jr., Secretary

Date: December 21, 2017

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