UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Emerging growth company
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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 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 | ||||
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