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 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
| (a) | Approval of Restated Certificate of Incorporation |
On February 27, 2024, the Board of Directors (the “Board”) of Clearwater Paper Corporation (the “Company”) declared advisable, and recommended to the Company’s stockholders that they approve and adopt, an amendment to the Company’s Restated Certificate of Incorporation (the “Restated Certificate”) to declassify the Board over a three-year period commencing with the 2025 annual meeting of stockholders and providing for the annual election of all directors commencing with the 2027 annual meeting of stockholders.
On May 9, 2024, at the Company’s 2024 Annual Meeting of Stockholders (the “Annual Meeting”), the Company’s stockholders approved the Restated Certificate. The Restated Certificate became effective upon filing with the Secretary of State of the State of Delaware on May 10, 2024.
The material features of the Restated Certificate are described in the Company’s proxy statement filed with the SEC on March 29, 2024 (the “Proxy Statement”) in the section titled “Proposal 4 – Approval and Adoption of Restated Certificate of Incorporation to Declassify the Board,” which is incorporated herein by reference. Such description, and the foregoing description of the Restated Certificate, are each qualified in their entirety by reference to the full text of the Restated Certificate, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Approval of Amended and Restated Bylaws
On February 27, 2024, the Board approved conforming amendments to the Amended and Restated Bylaws of the Company (the “Restated Bylaws”), contingent upon stockholder approval of the Restated Certificate. The Restated Bylaws became effective upon the approval of the Restated Certificate by the Company’s stockholders at the Annual Meeting. The Restated Bylaws: (1) provide that any director may be removed from office at any time prior to the expiration of his, her or their term of office, with or without cause; and (2) incorporate certain conforming changes.
The foregoing description of the Restated Bylaws is qualified in its entirety by reference to the full text of the Restated Bylaws, a copy of which is attached hereto as Exhibit 3.2 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 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 I Directors to hold office until the 2027 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified:
| Nominee |
For | Against | Abstain | Broker Non-Votes |
||||||||||||
| John J. Corkrean |
13,146,234 | 245,462 | 11,464 | 1,716,084 | ||||||||||||
| Arsen S. Kitch |
13,212,079 | 178,005 | 13,076 | 1,716,084 | ||||||||||||
| Alexander Toeldte |
12,728,329 | 671,654 | 3,177 | 1,716,084 | ||||||||||||
Proposal 2 – Ratification of the Appointment of KPMG, LLP as Our Independent Registered Public Accounting Firm for 2024
The stockholders ratified the appointment of KPMG, LLP as the Company’s independent registered public accounting firm for 2024:
| For |
Against |
Abstain | ||
| 14,918,834 | 197,018 | 3,392 |
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 | |||
| 12,756,520 | 624,658 | 21,982 | 1,716,084 |
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Proposal 4 – Approval and Adoption of Restated Certificate of Incorporation to Declassify the Board
The amendment to the Restated Certificate of Incorporation of Clearwater Paper Corporation to declassify the Board as disclosed in the Company’s Proxy Statement was approved by the stockholders as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 13,243,200 | 92,151 | 67,809 | 1,716,084 |
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibit Index |
| Exhibit |
Description | |
| 3.1 | Restated Certificate of Incorporation of Clearwater Paper Corporation. | |
| 3.2 | Amended and Restated Bylaws of Clearwater Paper Corporation. | |
| 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, 2024
| CLEARWATER PAPER CORPORATION | ||||
| By: | /s/ Marc D. Rome | |||
| Marc D. Rome, Assistant Corporate Secretary | ||||
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