8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM 8-K
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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 21, 2019
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CLEARWATER PAPER CORPORATION
(Exact name of registrant as specified in its charter)

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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

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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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 (see General Instructions A.2. below):

⃞ 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 5.02.       Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On March 21, 2019, the Board of Directors of Clearwater Paper Corporation (the “Company”) appointed Robert G. Hrivnak as the Company’s Senior Vice President, Finance and Chief Financial Officer, effective April 8, 2019.  Mr. Hrivnak replaces John D. Hertz in that capacity.  Mr. Hertz’s departure is effective March 21, 2019.

The Company and Mr. Hrivnak entered into an employment offer letter providing for, among other things, an annual base salary of $425,000 per year and a signing bonus of $100,000 to be paid after 30 days of continuous employment.  His 2019 target cash bonus under the Company’s annual incentive award plan will be 65% of his base salary. Upon his joining the Company, Mr. Hrivnak will receive 4,403 restricted stock units (“RSUs”), which will vest ratably over three years beginning on the first anniversary of the initiation of his employment. He will also receive a Performance Share award under the Company’s long-term incentive award plan for the 2019-2021 period of 10,272 shares, which will be settled in shares of Company stock ranging from zero to two times the initial stock award depending on the Company’s performance against free cash flow, return on invested capital and relative total stockholder return targets previously established by the Compensation Committee of the Board of Directors for annual long-term incentive awards for 2019.

Mr. Hrivnak will participate in the Company’s existing Executive Severance Plan and Change of Control Plan for executive employees (as described in the Company’s most recent proxy statement).

Mr. Hrivnak has more than three decades of experience overseeing corporate controls, auditing, accounting and finance functions. Prior to joining Clearwater Paper, Mr. Hrivnak, age 58, was the Chief Accounting Executive -Vice President and Corporate Controller, of Itron, Inc. a position he has held since October 2014. Prior to joining Itron, Inc., Mr. Hrivnak worked for Education Management Corp., from October 2013 to October 2014 as Vice President, Chief Accounting Officer and Chief Tax Officer. Mr. Hrivnak received his Bachelor of Science in Accounting from The Ohio State University and his MBA from the University of Wisconsin.

There are no arrangements or understandings between Mr. Hrivnak and any person other than the Company pursuant to which he was appointed as Senior Vice President, Finance and Chief Financial Officer. There is no family relationship between Mr. Hrivnak and any director or executive officer of the Company or any person nominated or chosen to become a director or executive officer of the Company. Mr. Hrivnak has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

A copy of the press release announcing the appointment of Mr. Hrivnak is furnished with this report as Exhibit 99.1.  

Item 9.01.       Financial Statements and Exhibits.

(d) Exhibit Index

Exhibit	Description
99.1	Press release issued by Clearwater Paper Corporation, dated March 21, 2019

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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:	March 21, 2019
		CLEARWATER PAPER CORPORATION
			By:	/s/ Michael S. Gadd
				Michael S. Gadd, Corporate Secretary

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EX-99.1

Exhibit 99.1

Clearwater Paper Appoints Robert Hrivnak as Chief Financial Officer

SPOKANE, Wash.--(BUSINESS WIRE)--March 21, 2019--Clearwater Paper Corporation (NYSE: CLW) today announced the appointment of Robert Hrivnak as senior vice president, finance and chief financial officer, effective April 8, 2019. Mr. Hrivnak, age 58, will be responsible for overseeing the company’s financial reporting and controls, investor relations, risk management, tax and treasury functions, and purchasing.

Linda K. Massman, president and chief executive officer, said, “On behalf of the Board, I am pleased to welcome Robert to Clearwater Paper. Robert is a seasoned executive who brings over three decades of experience overseeing corporate controls, auditing, accounting, and finance functions. We are confident we will benefit from his expertise in leading rigorous process controls and bringing an operational focus in partnering with our business segments. We look forward to his contributions as we work on executing on our strategies of driving strong financial performance and delivering value for our employees, customers, and shareholders.”

Mr. Hrivnak joins Clearwater Paper from Itron, Inc., a U.S.-based technology company that offers products and services to utilities and municipalities in the management of their data and critical infrastructure needs. Itron reported 2018 revenues of approximately $2.4 billion. Mr. Hrivnak most recently served as Itron’s chief accounting executive – vice president and corporate controller. Prior to Itron, Mr. Hrivnak held financial and accounting positions at Education Management Corp., Fluor Corp., Tyco International Ltd. and Honda Motor Co., Ltd. Mr. Hrivnak began his career as an auditor with KPMG LLP. He earned a Bachelor of Science in business and accounting from The Ohio State University and a Master of Business Administration from the University of Wisconsin. He is also a certified public accountant.

Mr. Hrivnak succeeds John D. Hertz, who has left the company to pursue other opportunities.

“We thank John for his many contributions and wish him well in his future endeavors,” said Ms. Massman.

Mr. Hertz commented, “I am honored to have had the opportunity to work with this team, and believe the company is well positioned for continued success.”

ABOUT CLEARWATER PAPER

Clearwater Paper manufactures quality consumer tissue, away-from-home tissue, parent roll tissue, bleached paperboard and pulp at manufacturing facilities 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, and offers services that include custom sheeting, slitting and cutting. Clearwater Paper's employees build shareholder value by developing strong customer partnerships 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 benefits of the new officer and the company’s strategies. 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:
News media
Clearwater Paper Corporation
Shannon Myers, Sr. Director, Corporate Communications
Phone: 509-344-5967
shannon.myers@clearwaterpaper.com

Investors
Clearwater Paper Corporation
Robin Yim, Vice President, Investor Relations
Phone: 509-344-5906
robin.yim@clearwaterpaper.com