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): May 7, 2021

 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, Washington	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)

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))

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

Title of each class	Trading Symbol(s)	Name of each exchanged on which registered
Common Stock, par value $0.0001 per share	CLW	New York 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 7, 2021, the Clearwater Paper Corporation (the “Company”) Board of Directors (the “Board”) elected Christine M. Vickers Tucker as Director, effective May 18, 2021.  Ms. Vickers Tucker 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 2023.  Ms. Vickers Tucker is expected to be appointed to the Nominating and Governance Committee of the Board.

There was no arrangement or understanding between Ms. Vickers Tucker and any other person pursuant to which Ms. Vickers Tucker was elected as a director.  There are no transactions or relationships between the Company and Ms. Vickers Tucker that are reportable under Item 404(a) of Regulation S-K.

Ms. Vickers Tucker will receive compensation for her service pursuant to the Company's existing directors' compensation program described in the Company's most recent Proxy, including a cash retainer for her Board and committee service and the receipt of phantom common stock units subject to the Company's Deferred Compensation Plan for Directors. She will also enter into the Company's standard indemnification agreement for directors and executive officers and be subject to the Company’s stock ownership guidelines for directors. 

On May 7, 2021, the Company issued a press release announcing the election of Ms. Vickers Tucker 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) Exhibit Index

Exhibit	Description
99.1	Press release issued by Clearwater Paper Corporation, dated May 7, 2021.

2

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: May 7, 2021

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

3

EX-99.1

Exhibit 99.1

Clearwater Paper Adds New Board Member

Christine M. Vickers Tucker Joins the Board

SPOKANE, Wash.--(BUSINESS WIRE)--May 7, 2021--Clearwater Paper Corporation (NYSE: CLW) today announced that Christine M. Vickers Tucker has been elected to the company’s board of directors, effective May 18, 2021.

“At Clearwater Paper, our Board is committed to diversity and the pursuit of board refreshment and a balanced tenure,” said Alexander Toeldte, chair of the board. “We are excited to welcome Ms. Vickers Tucker to our board and look forward to her perspectives and contributions. Chris’ deep knowledge of and experience with professional and consumer products, business-to-business sales and marketing and manufacturing operations will be invaluable to Clearwater Paper.”

Ms. Vickers Tucker is vice president and general manager of the Professional Products business at The Clorox Company (CLX) and has lead Clorox’s Professional Products Company since October 2014. Clorox is a leading multinational manufacturer and marketer of consumer and professional products. Ms. Vickers Tucker started her career in financial services and since joining Clorox has served in roles of increasing scope and responsibility.

Ms. Vickers Tucker has been appointed to the class of directors whose term of office will expire at the 2023 annual meeting. With this addition, Clearwater Paper’s board will consist of 9 directors, 8 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 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 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 director. 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

Contacts

Investors contact:
Sloan Bohlen
Solebury Trout
509-344-5906
investorinfo@clearwaterpaper.com

News media contact:
Shannon Myers
Sr. Director, Corporate Communications
Clearwater Paper Corporation
509-344-5967
shannon.myers@clearwaterpaper.com

XML

Document and Entity Information	May 07, 2021
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 07, 2021
Entity Registrant Name	CLEARWATER PAPER CORPORATION
Entity Incorporation, State or Country Code	DE
Entity File Number	001-34146
Entity Tax Identification Number	20-3594554
Entity Address, Address Line One	601 West Riverside Ave.
Entity Address, Address Line Two	Suite 1100
Entity Address, City or Town	Spokane
Entity Address, State or Province	WA
Entity Address, Postal Zip Code	99201
City Area Code	509
Local Phone Number	344-5900
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001441236
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	CLW
Security Exchange Name	NYSE