Clearwater Paper Corp — Current Report (Form 8-K)

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): May 8, 2025

CLEARWATER PAPER CORPORATION

(Exact name of Registrant as Specified in Its Charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

On July 1, 2025, Michael S. Gadd will step down as Senior Vice President, General Counsel of Clearwater Paper Corporation (the “Company”), and will serve as a Senior Vice President of the Company. He will continue to work on ongoing matters and assist the Company in the transition of the General Counsel position. His annual base salary will be $360,000 per year and he will otherwise continue to participate in the Company’s existing annual and long term incentive plans and Executive Severance Plan and Change of Control Plan for executive employees (as described in the Company’s most recent proxy statement).

Effective July 1, 2025, Marc D. Rome, will assume the role of Senior Vice President, General Counsel of the Company and continue to serve as Corporate Secretary of the Company. Mr. Rome currently serves as Associate General Counsel, Corporate Secretary for the Company. He has served as Associate General Counsel since December 2023 and Corporate Secretary since October 2024. Prior to joining the Company, Mr. Rome was Vice President, Deputy General Counsel, Corporate and Assistant Secretary at eBay Inc. from 2018 to 2021. Mr. Rome received his B.A. from the University of San Francisco and his J.D. from Georgetown University Law Center.

On May 8, 2025, at the Company’s 2025 Annual Meeting of Stockholders (the “Annual Meeting”), the Company’s stockholders approved an amendment (the “Equity Plan Amendment”) to the Company’s 2017 Stock Incentive Plan as amended (the “Equity Plan”). The Equity Plan Amendment approved by the Company’s Board of Directors includes:

(i) The establishment of a new share reserve for the Equity Plan, in place of the current share reserve, with 600,000 shares available for issuance under the Equity Plan for grants on and after May 8, 2025, plus (a) the number of shares subject to all outstanding awards under the Equity Plan and the Amended and Restated 2008 Stock Incentive Plan (the “Prior Plan”) as of such date that are later forfeited, repurchased by the Company due to failure to vest, settled in cash, cancelled, or expire, and (b) the number of shares used to satisfy tax withholding obligations related to all outstanding awards of restricted shares, restricted stock units, or performance shares under the Equity Plan and the Prior Plan as of such date. Any shares authorized for issuance under the current share reserve of the Equity Plan that are not subject to outstanding awards as of May 8, 2025 shall be cancelled and shall no longer be available for issuance under the Equity Plan.

The description of these amendments is qualified in its entirety by reference to the text of the Equity Plan Amendment, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

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 Company’s proxy statement filed with the SEC on March 28, 2025 (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 directors to hold office until the 2026 Annual Meeting of Stockholders or until the respective successors are duly elected and qualified:

Proposal 2 – Ratification of the Appointment of KPMG, LLP as Independent Registered Public Accounting Firm for 2025

The stockholders ratified the appointment of KPMG, LLP as the Company’s independent registered public accounting firm for 2025:

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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:

Proposal 4 – Approval of Amendments to Clearwater Paper Corporation 2017 Stock Incentive Plan

The amendment to Clearwater Paper Corporation 2017 Stock Incentive Plan as disclosed in the Company’s Proxy Statement was approved by the stockholders as follows:

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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 12, 2025

CLEARWATER PAPER CORPORATION

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