0001157523-16-005044.txt : 20160401 0001157523-16-005044.hdr.sgml : 20160401 20160401063513 ACCESSION NUMBER: 0001157523-16-005044 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160330 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20160401 DATE AS OF CHANGE: 20160401 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Clearwater Paper Corp CENTRAL INDEX KEY: 0001441236 STANDARD INDUSTRIAL CLASSIFICATION: PAPERBOARD MILLS [2631] IRS NUMBER: 203594554 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34146 FILM NUMBER: 161544920 BUSINESS ADDRESS: STREET 1: 601 WEST RIVERSIDE AVENUE STREET 2: SUITE 1100 CITY: SPOKANE STATE: WA ZIP: 99201 BUSINESS PHONE: 509.344.5900 MAIL ADDRESS: STREET 1: 601 WEST RIVERSIDE AVENUE STREET 2: SUITE 1100 CITY: SPOKANE STATE: WA ZIP: 99201 FORMER COMPANY: FORMER CONFORMED NAME: Potlatch Forest Products CORP DATE OF NAME CHANGE: 20080728 8-K 1 a51311332.htm CLEARWATER PAPER CORPORATION 8-K

UNITED STATES
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): March 30, 2016
_________________

CLEARWATER PAPER CORPORATION
(Exact name of registrant as specified in its charter)

_________________

Delaware

001-34146

20-3594554

(State or other jurisdiction
of incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

601 West Riverside Ave., Suite 1100

Spokane, WA

99201

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code:  (509) 344-5900
_________________

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))


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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d)       The Clearwater Paper Corporation Board of Directors elected John P. O’Donnell and Alexander Toeldte as Directors, effective April 1, 2016.  Mr. O’Donnell will serve as one of the Board’s Class III directors whose members’ terms expire at the Company’s annual meeting to be held in 2017.  Mr. Toeldte will serve as one of the Board’s Class I directors whose members’ terms expire at the Company’s annual meeting to be held in 2018.  Mr. O’Donnell will serve on the Compensation Committee of the Board, and Mr. Toeldte will serve on the Nominating and Governance Committee of the Board.

There was no arrangement or understanding between Messrs. O’Donnell or Toeldte and any other person pursuant to which Messrs. O’Donnell or Toeldte, respectively, was elected as a director.  There are no transactions or relationships between the Company and Messrs. O’Donnell or Toeldte that are reportable under Item 404(a) of Regulation S-K.

Messrs. O’Donnell and Toeldte will receive compensation for their service pursuant to the Company's exiting directors' compensation program described in the Company's most recent Proxy, including the receipt of phantom common stock units subject to the Company's Deferred Compensation Plan for Directors. They will also enter into the Company's standard indemnification agreement for directors and executive officers. 

On April 1, 2016 the Company issued a press release announcing the election of Mr. O’Donnell and Mr. Toeldte to the Board of Directors.  A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01.            Financial Statements and Exhibits

(d)  Exhibits.

          99.1      Press release issued by Clearwater Paper Corporation, dated April 1, 2016.

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SIGNATURES

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.

 

Date:

April 1, 2016

 
 

 

CLEARWATER PAPER CORPORATION

 

 

 

 

By:

/s/ Michael S. Gadd

Michael S. Gadd, Corporate Secretary

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Exhibit

Description

 
99.1

Press release of Clearwater Paper Corporation dated April 1, 2016.

EX-99.1 2 a51311332ex99_1.htm EXHIBIT 99.1

Exhibit 99.1

Clearwater Paper Adds Two New Board Members

John P. O’Donnell and Alexander Toeldte Join Board

SPOKANE, Wash.--(BUSINESS WIRE)--April 1, 2016--Clearwater Paper Corporation (NYSE:CLW) today announced that John P. O’Donnell and Alexander Toeldte have been appointed to the company’s board of directors, effective immediately.

“We are excited to welcome John and Alex to our board and look forward to their perspectives and contributions,” said Boh A. Dickey, chairman of the board. “Their proven leadership abilities and experience as well as their knowledge of the paper industry will be invaluable as we continue to build on Clearwater Paper’s successful track record.”

Mr. O’Donnell currently serves as the president and chief executive officer and a director of Neenah Paper, Inc. (NYSE:NP), a global specialty materials company. Prior to this, he served as Neenah Paper’s senior vice president, chief operating officer, and as president of the fine paper business. Mr. O’Donnell was employed by Georgia-Pacific Corporation for more than 20 years, serving in various capacities, including president of the North American commercial tissue business.

Mr. Toeldte is currently an operating director at Paine & Partners, LLC, a private equity firm. Prior to this, he served as the president, chief executive officer and a director of Boise Inc., and as an executive vice president at Boise Cascade LLC. Mr. Toeldte also served as an executive vice president of Fonterra Co-operative Group, chief executive of Fonterra Enterprises, and chief executive officer of Fletcher Challenge Building and Fletcher Challenge Paper. In addition, Mr. Toeldte served as chairman of the board of directors of the American Forest & Paper Association in 2012, and was a partner at McKinsey & Company, and served as head of its pulp and paper practice. Currently he serves as a director of Xerium Technologies, Inc. (NYSE:XRM), a global provider of industrial consumable products and services.

Mr. O’Donnell has been appointed to the class of directors whose term of office will expire at the 2017 annual meeting, when it is expected he will be nominated for election to a three-year term. Mr. Toeldte has been appointed to the class of directors whose term of office will expire at the 2018 annual meeting, when it is expected he will be nominated for election to a three-year term. With these additions, Clearwater Paper’s board now consists of nine directors, eight of whom meet New York Stock Exchange standards for independence.

ABOUT CLEARWATER PAPER

Clearwater Paper manufactures quality consumer tissue, away-from-home tissue, parent roll tissue, bleached paperboard and pulp at manufacturing locations across the nation. The company is a premier supplier of private label tissue to major retailers and wholesale distributors, including grocery, drug, mass merchants and discount stores. In addition, the company produces bleached paperboard used by quality-conscious printers and packaging converters. Clearwater Paper’s employees build shareholder value by developing strong customer relationships through quality and service.

FORWARD-LOOKING STATEMENTS

This press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including statements regarding the expected contributions and nominations of the new directors. These forward-looking statements are based on current expectations that are subject to change, and actual results may differ materially from the forward-looking statements. Factors that could cause actual results to differ materially include those risks and uncertainties described from time to time in the company’s public filings with the Securities and Exchange Commission. The company does not undertake to update any forward-looking statements based on new developments or changes to the company’s expectations.

For additional information on Clearwater Paper, please visit our website at www.clearwaterpaper.com

CONTACT:
Clearwater Paper Corporation
News media:
Matt Van Vleet, 509-344-5912
or
Investors:
Robin Yim, 509-344-5906