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)

Effective December 31, 2017, the Company is eliminating the position of Group President, and Patrick T. Burke will no longer serve in that role.Effective January1, 2017, Arsen S. Kitch, will assume the role of Vice President, General Manager Consumer Products, of Clearwater Paper Corporation (the “Company”).Mr. Kitch currently serves as Vice President, Finance, for the Company, a position he has held since 2015. He served the Company as Sr. Director Strategy & Planning, from 2013 through 2014.Prior to joining the Company, Mr. Kitch was with Nestle from 2011 to 2013, including as a Finance Director in his final position.Mr. Kitch received his BS from the University of California, Berkeley and his MBA from the Stanford Graduate School of Business.

The Company has begun a search to fill the position to lead its Pulp and Paperboard business.Mr. Burke is expected to continue to serve the Company in a senior role through the first quarter of 2018 to assist in the transitions.

(e)

Approval of Amended and Restated Deferred Compensation Plan for Directors

On December 1, 2017, the Company approved amendments to its Deferred Compensation Plan for Directors (the “Deferred Plan”).The Deferred Plan is designed, amongst other things, to provide deferred compensation in the form of phantom common stock units granted to the Company’s outside directors, thereby linking outside director compensation to long-term company performance.The amendments approved included:

Stock unit valuation for purpose of payout to be determined based on a 20 trading day average price, based on the 10 trading days prior to and including, and the 10 trading days following, the date of separation of service (or anniversary thereof);

For stock unit awards granted after December 31, 2017, a staggered payout:1/3 within 30 days of separation of service, 1/3 within 30 days of first anniversary of separation of service, and 1/3 within 30 days of second anniversary of separation of service

Clarification of the vesting and valuation of stock units upon death or disability of a director as well as upon a change of control.

The above summary is qualified in its entirety by reference to the text of the Deferred Plan, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01.Financial Statements and Exhibits.

(d) Exhibit Index

Exhibit

Description

99.1

Deferred Compensation Plan for Directors


Clearwater Paper Corp Exhibit
EX-99.1 2 clw-ex991_6.htm EX-99.1 clw-ex991_6.htm Exhibit 99.1   CLEARWATER PAPER CORPORATION DEFERRED COMPENSATION PLAN FOR DIRECTORS  Amended and Restated Effective as of December 1,…
To view the full exhibit click here

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.

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