UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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.
(e)
Approval of Amended Annual Incentive Plan
On May 16, 2022, the Compensation Committee of the Board of Directors of Clearwater Paper Corporation (the “Company”) approved amendments to the Company’s Annual Incentive Plan (the “Incentive Plan”). The Incentive Plan is designed to link compensation to annual Company performance by awarding cash bonuses for achieving pre-established performance goals. The amendments approved by the Compensation Committee include additional flexibility to set performance goals and make adjustments in future periods, including for strategic and ESG objectives; discretion to adjust awards upwards or downwards; increased dollar limits on awards for the CEO ($3.0 million) and other participants ($2.0 million); and discretion for the Committee to terminate or recoup an award in the event of an action by a plan participant that results in reputational harm to the Company.
The above summary is qualified in its entirety by reference to the text of the Incentive Plan, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
The matters listed below were submitted to a vote of the stockholders at the Annual Meeting through the solicitation of proxies, and the proposals are described in the Company’s proxy statement filed with the SEC on April 5, 2022 (the “Proxy Statement”). The certified results of the stockholder vote are as follows:
Proposal 1 – Election of Directors
The following individuals were elected to serve as Class II Directors to hold office until the 2025 Annual Meeting of Stockholders or until the respective successors are duly elected and qualified:
| Nominee |
For | Against | Abstain | Broker Non-Votes |
||||||||||||
| Kevin J. Hunt |
14,144,706 | 380,252 | 13,865 | 1,212,530 | ||||||||||||
| Ann C. Nelson |
13,606,323 | 919,011 | 13,489 | |||||||||||||
Proposal 2 – Ratification of the Appointment of KPMG, LLP as Independent Registered Public Accounting Firm for 2022
The stockholders ratified the appointment of KPMG, LLP as the Company’s independent registered public accounting firm for 2022:
| For |
Against |
Abstain | ||
| 15,644,038 |
65,991 | 41,324 |
Proposal 3 – Advisory Vote to Approve Named Executive Officer Compensation
The compensation of the named executive officers as disclosed in the Company’s Proxy Statement pursuant to Item 402 of Regulations S-K was approved, on an advisory basis, by the stockholders as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 14,108,914 |
409,042 | 20,867 | 1,212,530 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| 10.1 | Clearwater Paper Corporation Amended and Restated Annual Incentive Plan, effective as of January 1, 2022. | |
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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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: May 18, 2022
| CLEARWATER PAPER CORPORATION | ||
| By: | /s/ Michael S. Gadd | |
| Michael S. Gadd, Corporate Secretary | ||
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