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

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

(b) Retirement of Director

Boh A. Dickey 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 13, 2018, to the Company’s mandatory Directors’ retirement policy contained in its Corporate Governance Guidelines.Mr. Dickey served as a founding member of the Board of Directors, including as Chair of the Board and as a member of the Audit Committee, including as Chair of the Audit Committee.

In connection with the retirement of Mr. Dickey the size of the Board of Directors was reduced to seven Directors effective May 14, 2018.

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 I Directors to hold office until the 2021 Annual Meeting of Stockholders or until the respective successors are duly elected and qualified:

Nominee

For

Against

Abstain

Broker

Non-Votes

Linda K. Massman

11,788,874

2,679,000

115,887

1,063,940

Alexander Toeldte

11,996,057

2,443,662

144,042

1,063,940

Proposal 2 – Ratification of the Appointment of KPMG, LLP as Independent Registered Public Accounting Firm for 2018

The stockholders ratified the appointment of KPMG, LLP as the Company’s independent registered public accounting firm for 2018:

For

Against

Abstain

15,170,320

179,997

297,384

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 to Item 402 of Regulations S-K was approved, on an advisory basis, by the stockholders as follows:

For

Against

Abstain

Broker

Non-Votes

7,644,788

6,805,798

133,175

1,063,940


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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