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 11, 2023

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

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:

☐ 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 exchange 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.

(e)    Approval of Equity Plan

On May 11, 2023, at the Clearwater Paper Corporation (the “Company”) 2023 Annual Meeting of Stockholders (the “Annual Meeting”), the Company’s stockholders approved an amendment (the “Equity Plan Amendment”) to the Company’s 2017 Stock Incentive Plan (the “Equity Plan”). The Equity Plan Amendment, previously approved by the Company’s Board of Directors, subject to and submitted for stockholder approval, includes:

(i)    The establishment of a new share reserve for the Equity Plan, in place of the current share reserve, with 800,000 shares available for issuance under the Equity Plan for grants on and after May 11, 2023, plus (a) the number of shares subject to all outstanding awards under the Equity Plan and the Amended and Restated 2008 Stock Incentive Plan (the “Prior Plan”) as of such date that are later forfeited, repurchased by the Company due to failure to vest, settled in cash, cancelled, or expire, and (b) the number of shares used to satisfy tax withholding obligations related to all outstanding awards of restricted shares, restricted stock units, or performance shares under the Equity Plan and the Prior Plan as of such date. Any shares authorized for issuance under the Equity Plan that are not subject to outstanding awards as of May 11, 2023 shall be cancelled and shall no longer be available for issuance under the Equity Plan.

The description of these amendments is qualified in its entirety by reference to the text of the Equity Plan Amendment, 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 March 30, 2023 (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 III Directors to hold office until the 2026 Annual Meeting of Stockholders or until the respective successors are duly elected and qualified:

Nominee	For		Against		Abstain		Broker Non-Votes
Joe W. Laymon		13,965,383		847,365		2,415		1,115,010
John P. O’Donnell		13,489,287		1,323,427		2,449		1,115,010
Christine M. Vickers Tucker		14,004,678		803,232		7,253		1,115,010

Proposal 2 – Ratification of the Appointment of KPMG, LLP as Independent Registered Public Accounting Firm for 2023

The stockholders ratified the appointment of KPMG, LLP as the Company’s independent registered public accounting firm for 2023:

For	Against	Abstain
15,674,599	250,107	5,467

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 Regulation S-K was approved, on an advisory basis, by the stockholders as follows:

For	Against	Abstain	Broker Non-Votes
14,207,416	599,501	8,246	1,115,010

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Proposal 4 – Advisory Vote on the Frequency of Say-on-Pay Vote

The stockholders voted, on an advisory basis, for the frequency of the stockholder vote on the compensation of the Company’s named executive officers to occur as follows:

1 Year	2 Years	3 Years	Abstain	Broker Non-Votes
13,148,494	259,471	1,361,574	45,624	1,115,010

In accordance with the results of this advisory vote, our Board of Directors has determined that the Company will hold an advisory vote on the compensation of our named executive officers on an annual basis until the next advisory vote as to the frequency of say-on-pay voting.

Proposal 5 – Approval of Amendments to Clearwater Paper Corporation 2017 Stock Incentive Plan

The amendment to Clearwater Paper Corporation 2017 Stock Incentive Plan as disclosed in the Company’s Proxy Statement was approved by the stockholders as follows:

For	Against	Abstain	Broker Non-Votes
13,498,097	1,309,762	7,304	1,115,010

Item 9.01. Financial Statements and Exhibits.

(d) Exhibit Index

Exhibit	Description
10.1	Amendment to the Clearwater Paper Corporation 2017 Stock Incentive Plan.
104	Cover Page Interactive Data File (embedded within the Inline XBRL).

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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 15, 2023

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

3

EX-10.1

Exhibit 10.1

AMENDMENTS TO THE

CLEARWATER PAPER CORPORATON

2017 STOCK INCENTIVE PLAN

The Clearwater Paper Corporation 2017 Stock Incentive Plan (the “Plan”), as adopted by the Board of Directors of Clearwater Paper Corporation (the “Corporation”) on February 28, 2017, is hereby amended as follows effective as of May 11, 2023, subject to approval of such amendments by the Corporation’s stockholders:

1. Section 5 of the Plan (“Stock Subject to Plan”) is hereby amended by revising subsections (a) and (c) thereof to read as follows:

(a) Basic Limitation. Shares offered under the Plan shall be authorized but unissued Shares or treasury Shares. On and after May 11, 2023, the aggregate number of Shares authorized for issuance as Awards under the Plan shall not exceed 800,000 Shares, plus the number of Shares subject to outstanding awards under the Prior Plan as of such date which thereafter are forfeited, settled in cash, cancelled or expire. Any Shares issued in connection with any type of Award granted on and after May 11, 2023 shall be counted against this limitation as one Share for every one Share so issued.

The Share limitation of this Section 5(a) shall be subject to adjustment pursuant to Section 12. The number of Shares that are subject to Awards outstanding at any time under the Plan shall not exceed the number of Shares which then remain available for issuance under the Plan. The Corporation, during the term of the Plan, shall at all times reserve and keep available sufficient Shares to satisfy the requirements of the Plan.

(c) Additional Shares. If an Award expires or becomes unexercisable without having been exercised in full, or, with respect to Restricted Shares, Restricted Stock Units or Performance Shares, is forfeited to or repurchased by the Corporation due to failure to vest, the unpurchased Shares (or for Awards other than Options or SARs the forfeited or repurchased Shares) which were subject thereto will become available for future grant or sale under the Plan (unless the Plan has terminated). Shares that have actually been issued under the Plan under any Award will not be returned to the Plan and will not become available for future distribution under the Plan; provided, however, that if Shares issued pursuant to Awards of Restricted Shares, Restricted Stock Units or Performance Shares are repurchased by the Corporation or are forfeited to the Corporation, such Shares will become available for future grant or sale under the Plan. Shares used to satisfy the tax withholding obligations related to an Award of Restricted Shares, Restricted Stock Units or Performance Shares will become available for future grant or sale under the Plan. To the extent an Award under the Plan is paid out in cash rather than Shares, such cash payment will not result in reducing the number of Shares available for issuance under the Plan. Notwithstanding the foregoing,

(i) The following Shares issued or delivered under this Plan shall not again be available for grant as described above: (A) Shares tendered in payment of the exercise price of an Option; (B) Shares withheld by the Corporation or any Subsidiary to satisfy a tax withholding obligation with respect to an Option or SAR; and (C) Shares that are repurchased by the Corporation with Option proceeds. Without limiting the foregoing, with respect to any SAR that is settled in Shares, the full number of Shares subject to the Award shall count against the number of Shares available for Awards under the Plan regardless of the number of Shares used to settle the SAR upon exercise.

(ii) Any Shares that are subject to outstanding Awards of Restricted Shares, Restricted Stock Units or Performance Shares that become available for future grant or sale under the Plan pursuant to the foregoing provisions of this Section 5(c) (i.e., because the Awards or underlying Shares expire or are forfeited, repurchased or used to satisfy the tax withholding obligations related to such Awards) will become available for future grant or sale under the Plan as one Share for every one Share so expired, forfeited, repurchased or withheld, regardless of whether such Awards were originally granted under the Prior Plan or this Plan.

To record adoption of this Amendment by the Board of Directors, Clearwater Paper Corporation has caused its authorized officer to execute the same.

Date:	CLEARWATER PAPER CORPORATION
	By:
	Name:
	Title:

XML

Document and Entity Information	May 11, 2023
Cover [Abstract]
Entity Registrant Name	Clearwater Paper Corp
Amendment Flag	false
Entity Central Index Key	0001441236
Document Type	8-K
Document Period End Date	May 11, 2023
Entity Incorporation State 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
Security 12b Title	Common Stock, par value $0.0001 per share
Trading Symbol	CLW
Security Exchange Name	NYSE
Entity Emerging Growth Company	false