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.

(e)

Long Term Incentive Plan Changes and Form Agreements

Clearwater Paper Corporation (the “Company”) is modifying its long-term incentive program for 2019.The Company’s named executive officers will receive their 2019 long-term incentive plan awards in the following proportions:

For named executive officers the 2019-2021 performance share grant will be based on objective company-wide financial metrics as follows:

Free Cash Flow will be measured over a three-year period based on cumulative GAAP operating cash minus $50 million maintenance expense for each year of the period to focus on reduction of debt levels and return of capital to shareholders. ROIC, or return on invested capital, will be measured over a three-year period to focus on the delivery of financial results from the Company’s strategic initiatives and related capital expenditures.

Additionally, the Company will use relative total stockholder return (“TSR”) measured against the S&P MidCap 600^® Index as a modifier to the 2019-2021 performance share award to provide for a plus or minus 25% adjustment in performance shares earned based on Free Cash Flow and ROIC performance up to a maximum 200% payout in total.

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.