Clearwater Paper Corp

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect five director nominees to serve until the 2027 annual meeting.

2. 2

   Ratification of the Appointment of KPMG, LLP as Our Independent Registered Public Accounting Firm for 2026

   ManagementBoard: FOR

   Ratify KPMG LLP as Clearwater Paper’s independent registered public accounting firm for 2026.

   More detail

   This proposal asks shareholders to ratify the Audit Committee’s appointment of KPMG for 2026; management recommends approval to maintain audit continuity and rely on Audit Committee oversight; ratification is non-binding but customary and provides auditor independence affirmation.

3. 3

   Advisory Vote to Approve Named Executive Officer Compensation

   ManagementBoard: FOR

   Non-binding advisory (say-on-pay) vote to approve the company’s named executive officer compensation as disclosed in the proxy.

   More detail

   This is a routine annual advisory vote asking shareholders to approve executive pay practices. Management seeks endorsement of its compensation program design and outcomes; the board recommends a vote FOR as part of governance and stockholder engagement, and will consider the result in future compensation decisions.

4. 4

   Approve an Amendment to the Company's Restated Certificate of Incorporation to Provide for Officer Exculpation as Permitted by Delaware Law

   ManagementBoard: FOR

   Amend the Restated Certificate of Incorporation to add Article X limiting monetary liability of certain officers consistent with Delaware law.

   More detail

   The proposal would add officer exculpation to the certificate to shield certain officers from monetary damages for fiduciary duty breaches to the extent allowed by Delaware law. Management argues this modernizes governance, aligns protections for officers and directors, improves recruitment and retention, and may limit frivolous litigation and insurance costs; the amendment excludes breaches of loyalty, bad faith, knowing violations of law, and transactions with improper personal benefit. The board recommends FOR, viewing the change as balanced and limited in scope.

5. 5

   Approve an Amendment Adopted by the Board to the Company’s Amended and Restated Bylaws to Add a Forum Selection Provision

   ManagementBoard: FOR

   Amend Bylaws to add exclusive forum provisions for internal corporate claims (Delaware courts) and Securities Act claims (federal courts).

   More detail

   Proposal asks shareholders to approve adding exclusive forum provisions to the Bylaws to require internal corporate claims be litigated in Delaware courts and Securities Act claims in U.S. federal district courts. Management argues this reduces litigation costs, leverages Delaware and federal court expertise, and prevents forum shopping; it retains the company’s ability to consent to alternative forums when appropriate. The board recommends FOR as a governance best practice.

6. 6

   Approve the Clearwater Paper 2026 Stock Incentive Plan

   ManagementBoard: FOR

   Approve the 2026 Stock Incentive Plan establishing a new share reserve of 2,000,000 shares and replacing the Prior Plan to continue equity compensation programs.

   More detail

   This management proposal seeks shareholder approval of a successor equity compensation plan providing 2,000,000 new shares (plus recycling mechanics) to grant long-term incentives including performance shares, RSUs, options and SARs. Management argues it is necessary to continue using equity-based compensation to retain and motivate employees and align their interests with stockholders; the plan incorporates governance protections such as a one-year minimum vesting requirement (with limited exceptions), prohibition on repricing without shareholder approval, clawback provisions, director award limits, and double‑trigger change‑of‑control provisions. Approval will cancel unused prior-plan shares and replace the Prior Plan’s reserve; the Board recommends FOR to maintain competitive pay programs while limiting dilution.

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When is the Clearwater Paper Corp 2026 annual meeting?

Clearwater Paper Corp (CLW) holds its 2026 annual shareholder meeting on Thursday, May 7, 2026.

What is the record date for the Clearwater Paper Corp 2026 meeting?

The record date for the Clearwater Paper Corp 2026 meeting is Tuesday, March 10, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Clearwater Paper Corp's 2026 meeting?

The board is presenting 5 director nominees at the Clearwater Paper Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Clearwater Paper Corp 2026 meeting?

Shareholders will vote on 6 proposals at the Clearwater Paper Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.