CLEARWATER PAPER CORPORATION (NYSE:CLW) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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CLEARWATER PAPER CORPORATION (NYSE:CLW) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

(b) Retirement of Director

Fredric (Fritz) W. Corrigan retired from the Clearwater Paper
Corporation (the Company) Board of Directors (the Board of
Directors) effective as of the end of his current term on May 7,
2017, to the Companys Directors retirement policy contained in
its Corporate Governance Guidelines.Mr. Corrigan served eight
years as a member of the Board of Directors, Nominating Committee
and Compensation Committee, including as Chair of the
Compensation Committee.

In connection with the retirement of Fritz Corrigan the size of
the Board of Directors was reduced to seven Directors effective
May 8, 2017.

(e) Approval of Equity Plan

On May 8, 2017, at the Companys 2017 Annual Meeting of
Stockholders (the Annual Meeting), stockholders approved the
Clearwater Paper Corporation 2017 Stock Incentive Plan (the 2017
Equity Plan). The 2017 Equity Plan previously had been approved,
subject to stockholder approval, by the Compensation Committee of
the Board of Directors.

The 2017 Equity Plan authorizes the issuance of shares of common
stock and the grant of restricted shares, performance shares,
restricted stock units, stock options, and stock appreciation
rights.

The 2017 Equity Plan replaces the Companys Amended and Restated
2008 Stock Incentive Plan (the Prior Plan).No further awards will
be made under the Prior Plan after June 30, 2017, but outstanding
awards previously granted under the Prior Plan will continue to
be administered in accordance with their terms.

A summary of the 2017 Equity Plan is set forth in the Companys
Proxy Statement for the Annual Meeting filed with the Securities
and Exchange Commission on March 28, 2017 (the Proxy Statement).
That summary and the forgoing description are qualified in their
entirety by reference to the text of the 2017 Equity Plan, which
is attached hereto as Exhibit 10.1 and incorporated herein by
reference.

Item 5.07Submission of Matters to a Vote of Security Holders

The matters listed below were submitted to a vote of stockholders
at the Annual Meeting through the solicitation of proxies, and
the proposals are described in the Proxy Statement. The certified
results of the stockholder vote were as follows:

Proposal 1 Election of Directors

The following individuals were elected to serve as Class III
Directors to hold office until the 2020 Annual Meeting of
Stockholders or until the respective successors are duly elected
and qualified:

Nominee

For

Against

Abstain

Broker

Non-Votes

Beth E. Ford

14,666,916

278,544

96,556

742,901

John P. O’Donnell

14,708,083

242,413

91,520

742,901

Proposal 2 Ratification of the Appointment of KPMG, LLP as
Independent Registered Public Accounting Firm for 2017

The stockholders ratified the appointment of KPMG, LLP as the
Companys independent registered public accounting firm for 2017:

For

Against

Abstain

15,558,141

62,389

164,387

Proposal 3 Advisory Vote to Approve Named Executive Officer
Compensation

The compensation of the named executive officers as disclosed in
the Companys Proxy Statement to Item 402 of Regulations S-K was
approved, on an advisory basis, by the stockholders as follows:

For

Against

Abstain

Broker

Non-Votes

14,495,924

378,519

167,573

742,901

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 Companys named
executive officers to occur as follows:

1 Year

2 Years

3 Years

Abstain

Broker

Non-Votes

11,378,179

78,818

3,450,146

134,873

742,901

Proposal 5 Approve the Clearwater Paper Corporation 2017 Stock
Incentive Plan

The 2017 Equity Plan was approved by the stockholders as follows:

For

Against

Abstain

Broker

Non-Votes

14,254,807

741,827

45,382

742,901

Item 9.01.Financial Statements and Exhibits.

(d) Exhibits

10.1

Clearwater Paper Corporation 2017 Stock Incentive Plan


About CLEARWATER PAPER CORPORATION (NYSE:CLW)

Clearwater Paper Corporation manufactures quality consumer tissue, away-from-home (AFH), tissue, parent roll tissue, bleached paperboard and pulp at manufacturing facilities across the nation. The Company is a supplier of private label tissue to 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. The Company operates through two segments: Consumer Products and Pulp and Paperboard. Its Consumer Products segment manufactures and sells a complete line of at-home tissue products in each tissue category, including bathroom tissue, paper towels, napkins and facial tissue. The Company also manufactures AFH and parent rolls for external sales. Its Pulp and Paperboard segment manufactures and markets bleached paperboard for the high-end segment of the packaging industry, and is a producer of solid bleach sulfate paperboard.

CLEARWATER PAPER CORPORATION (NYSE:CLW) Recent Trading Information

CLEARWATER PAPER CORPORATION (NYSE:CLW) closed its last trading session up +0.10 at 45.30 with 68,768 shares trading hands.

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