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): April 9, 2020


 CLEARWATER PAPER CORPORATION
(Exact name of registrant as specified in its charter)
 

Delaware
(State or other jurisdiction
of incorporation)
001-34146
(Commission File Number)
20-3594554
(IRS Employer
Identification No.)

601 West Riverside Ave., Suite 1100
Spokane, WA
(Address of principal executive offices)
 
99201
(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):
 
☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

The Board of Directors of Clearwater Paper Corporation (the “Company”) elected Michael J. Murphy as the Company’s Senior Vice President, Finance and Chief Financial Officer and designated him as the Company’s principal financial officer, effective April 13, 2020.  Mr. Murphy replaces Robert G. Hrivnak in that capacity.  Mr. Hrivnak’s departure is effective April 10, 2020.

The Company and Mr. Murphy entered into an employment offer letter providing for, among other things, an annual base salary of $470,000 per year.  Mr. Murphy will receive a competitive inducement award of restricted stock units (“RSUs”) with an approximate value of $350,000, which will fully vest on April 13, 2023 subject to his continued employment with the Company (with pro rata vesting upon disability or death and full vesting upon an involuntary termination of employment without cause or a voluntary termination for “good reason” within two years after a change of control).  His 2020 target cash bonus under the Company’s annual incentive award plan will be 65% of his base salary.  He will be eligible to receive annual long-term incentive awards for 2020 with a target value of $470,000, in accordance with the Company's long-term incentive program (as described in the Company's most recent definitive proxy statement) in the form of 70% performance shares with three-year cliff vesting and 30% time-vested RSU’s with three-year ratable vesting.

Mr. Murphy will participate in the Company’s existing Executive Severance Plan and Change of Control Plan for executive employees (as described in the Company’s most recent proxy statement).
 
Mr. Murphy, age 47, is a certified public accountant with twenty-five years of finance and executive experience.  From January 2020 to April 2020, Mr. Murphy worked as an independent consultant for the Company assisting in long term strategic planning.  Prior to joining Clearwater Paper, Mr. Murphy was the Chief Financial Officer of NxEdge, Inc., a parts manufacturer for the semiconductor and display industries, a position he held from April 2019 to November 2019.  He served KapStone Paper and Packaging Corporation, a publicly traded company, as Vice President Strategy and Strategic Initiatives from January 2016 to November 2018, and Vice President Finance from October 2014 to January 2016.  He served as Treasurer and Vice President of Boise Inc., a paper and packaging publicly traded company, from 2012 to 2014.  From 1997 to 2012, Mr. Murphy was with J.P. Morgan Securities LLC including as an Executive Director in his final position.  Mr. Murphy received Bachelor of Science degrees in Chemical Engineering and Biomedical Engineering from Northwestern University and an MBA from the University of Chicago’s Booth School of Business.

There are no arrangements or understandings between Mr. Murphy and any person other than the Company pursuant to which he was appointed as Senior Vice President, Finance and Chief Financial Officer. There is no family relationship between Mr. Murphy and any director or executive officer of the Company or any person nominated or chosen to become a director or executive officer of the Company. Mr. Murphy has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

A copy of the press release announcing the appointment of Mr. Murphy is furnished with this report as Exhibit 99.1.

Item 9.01.          Financial Statements and Exhibits.

(d) Exhibit Index

Exhibit
Description
 
 
2
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: April 9, 2020

 
CLEARWATER PAPER CORPORATION
 
 
 
 
 
 
 
 
 
 
By:
/s/ Michael S. Gadd
 
 
 
Michael S. Gadd, Corporate Secretary

3
Exhibit 99.1

Clearwater Paper Appoints Michael J. Murphy as Chief Financial Officer

SPOKANE, Wash.--(BUSINESS WIRE)--April 9, 2020--Clearwater Paper Corporation (NYSE: CLW) today announced the appointment of Michael (Mike) J. Murphy as senior vice president and chief financial officer, effective April 13, 2020, to oversee the company’s finance and strategy functions. Mr. Murphy succeeds Robert (Bob) G. Hrivnak who will be leaving the company.

Arsen S. Kitch, president and chief executive officer, said, “On behalf of the board, I am pleased to welcome Mike Murphy to Clearwater Paper. Mike is a respected leader who brings more than 25 years of paper industry and finance experience. His background in optimizing financial and business processes, paired with his strategic acumen, will help our team achieve near- and long-term opportunities. We look forward to Mike playing a vital role as we focus on ensuring continuous operations to serve the heightened, near-term demand for our essential goods, and longer term, as we focus on delivering strong financial performance and value creation for our shareholders.”

Mr. Murphy joins Clearwater Paper from NxEdge, Inc., where he served as CFO. Prior to NxEdge, he held senior finance, risk management, and strategy positions with Kapstone Paper and Packaging and Boise, Inc. In addition to his industry experience, Mr. Murphy has over 17 years in investment banking with J.P. Morgan Securities and John Nuveen & Co. He earned Bachelor of Science degrees in chemical engineering and biomedical engineering from Northwestern University and a Master of Business Administration with an emphasis on accounting and analytical finance from the University of Chicago Booth School of Business. Mr. Murphy is also a certified public accountant.

"I'm honored to join Clearwater Paper," said Mr. Murphy. "The team has built a solid platform to deliver enhanced value, and I look forward to helping them capture the many opportunities ahead for the company."

Mr. Kitch added, “On behalf of the company, I want to thank Bob for his contributions and expertise. Over the past year, Bob has been instrumental in strengthening our internal controls and procedures and implementing a more rigorous process to our accounting and reporting practices. We wish Bob the best in his future endeavors.”

ABOUT CLEARWATER PAPER

Clearwater Paper manufactures quality consumer tissue, away-from-home tissue, parent roll tissue, bleached paperboard and pulp at manufacturing facilities across the nation. The company is a premier supplier of private label tissue to major retailers and wholesale distributors, including grocery, drug, mass merchants and discount stores. In addition, the company produces bleached paperboard used by quality-conscious printers and packaging converters, and offers services that include custom sheeting, slitting and cutting. Clearwater Paper's employees build shareholder value by developing strong partnerships through quality and service.

FORWARD-LOOKING STATEMENTS

This press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including statements regarding the expected contributions and benefits of the new officer, product demand, the company’s operating and financial performance, strategies, and shareholder value. These forward-looking statements are based on current expectations that are subject to change, and actual results may differ materially from the forward-looking statements. Factors that could cause actual results to differ materially include those risks and uncertainties described from time to time in the company's public filings with the Securities and Exchange Commission. The company does not undertake to update any forward-looking statements based on new developments or changes to the company’s expectations.

For additional information on Clearwater Paper, please visit our website at www.clearwaterpaper.com.

Contacts

News media
Clearwater Paper Corporation
Shannon Myers, Sr. Director, Corporate Communications
Phone: 509-344-5967
shannon.myers@clearwaterpaper.com

Investors
Solebury Trout
Sloan Bohlen
509.344.5906
investorinfo@clearwaterpaper.com