Independent
Tenure on this board
3.7 yrs
5 nominees · 6 ballot items.
Elect five directors; ratify KPMG LLP as auditors for 2026; advisory vote on named executive officer compensation; approve amendment to Restated Certificate to add officer exculpation; approve amending Bylaws to add forum selection provision; approve Clearwater Paper 2026 Stock Incentive Plan; transact other business.
Elect five director nominees to serve until the 2027 annual meeting.
Ratify KPMG LLP as Clearwater Paper’s independent registered public accounting firm for 2026.
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.
Non-binding advisory (say-on-pay) vote to approve the company’s named executive officer compensation as disclosed in the proxy.
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.
Amend the Restated Certificate of Incorporation to add Article X limiting monetary liability of certain officers consistent with Delaware law.
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.
Amend Bylaws to add exclusive forum provisions for internal corporate claims (Delaware courts) and Securities Act claims (federal courts).
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.
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.
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.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | SOUTHEASTERN ASSET MANAGEMENT INC/TN/Activist | 9.4% | 1,522,835 | $22M |
| 2 | DIMENSIONAL FUND ADVISORS LP | 7.8% | 1,251,631 | $18M |
| 3 | READYSTATE ASSET MANAGEMENT LP | 4.8% | 781,384 | $11M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.2% | 680,390 | $10M |
| 5 | BlackRock, Inc. | 3.5% | 571,818 | $8M |
| 6 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 3.1% | 502,962 | $7M |
| 7 | BlackRock, Inc. | 3.1% | 493,426 | $7M |
| 8 | STATE STREET CORP | 2.1% | 341,314 | $5M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 2.1% | 333,421 | $5M |
| 10 | Invenomic Capital Management LP | 1.9% | 304,150 | $4M |
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