UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 23, 2022
CLEARWATER PAPER CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
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001-34146
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20-3594554
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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601 West Riverside Ave., Suite 1100
Spokane, Washington
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99201
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(Zip Code) |
Registrant’s telephone number, including area code: (509) 344-5900
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchanged on which registered
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Common Stock, par value $0.0001 per share
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CLW
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On September 23, 2022, the Board of Directors (the “Board”) of Clearwater Paper Corporation (the “Company”) elected Jeanne M. Hillman, age 63, as a
director, effective October 1, 2022. Ms. Hillman will serve as one of the Board’s Class II directors whose members’ terms expire at the Company’s annual meeting to be held in 2025. Ms. Hillman is expected to be appointed to the Audit
Committee of the Board.
There was no arrangement or understanding between Ms. Hillman and any other person pursuant to which Ms. Hillman was elected as a director. There are no
transactions or relationships between the Company and Ms. Hillman that are reportable under Item 404(a) of Regulation S-K.
Ms. Hillman will receive compensation for her service pursuant to the Company’s existing directors’ compensation program described in the Company’s most
recent Proxy, including a cash retainer for her Board and committee service and the receipt of phantom common stock units subject to the Company’s Deferred Compensation Plan for Directors. She will also enter into the Company’s standard
indemnification agreement for directors and executive officers and be subject to the Company’s stock ownership guidelines for directors.
On September 26, 2022, the Company issued a press release announcing the election of Ms. Hillman to the Board. A copy of the press release is attached
hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibit Index
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Exhibit
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Description
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104
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Cover Page Interactive Data file (formatted as Inline XBRL).
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