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 1, 2020


 CLEARWATER PAPER CORPORATION
(Exact name of registrant as specified in its charter)
 
 
Delaware
001-34146 20-3594554
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer
Identification No.)


601 West Riverside Ave., Suite 1100
Spokane, WA
 
99201
(Address of principal executive offices) (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))
 
Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Trading Symbol(s)
Name of each exchanged on which registered
Common Stock, par value $0.0001 per share
CLW
New York Stock Exchange
 
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 May 1, 2020, the Clearwater Paper Corporation (the “Company”) Board of Directors (the “Board”) elected Ann C. Nelson as Director, effective May 13, 2020.  Ms. Nelson 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 2022.  She is expected to serve on the Audit Committee of the Board.
 
There was no arrangement or understanding between Ms. Nelson and any other person pursuant to which Ms. Nelson was elected as a director.  There are no transactions or relationships between the Company and Ms. Nelson that are reportable under Item 404(a) of Regulation S-K.
 
Ms. Nelson 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 May 1, 2020, the Company issued a press release announcing the election of Ms. Nelson to the Board of Directors.  A copy of the press release is attached hereto 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: May 1, 2020
 

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



3
Exhibit 99.1

Clearwater Paper Adds New Board Member

Ann C. Nelson Joins the Board

SPOKANE, Wash.--(BUSINESS WIRE)--May 1, 2020--Clearwater Paper Corporation (NYSE: CLW) today announced that Ann C. Nelson has been elected to the company’s board of directors, effective May 13, 2020.

“We are excited to welcome Ms. Nelson to our board and look forward to her perspectives and contributions,” said Alexander Toeldte, chair of the board. “Ann’s deep knowledge of and experience with a broad range of industries, including forest products, as well as her expertise in the areas of auditing, accounting and financial reporting, internal controls and corporate governance will be invaluable to Clearwater Paper.”

Ms. Nelson served in various positions with KPMG LLP, an accounting and audit services company, from August 1982 through September 2019. She was a lead audit partner from 1994 through 2019 on a variety of global publicly-traded companies in a variety of industries, including forest products (REIT’s, timber/timberlands, wood products, and pulp, paper and packaging), other manufacturing, transportation, and retail.

Ms. Nelson has been appointed to the class of directors whose term of office will expire at the 2022 annual meeting. It is expected she will be nominated for election to a three-year term at the end of her respective term. With this addition, Clearwater Paper’s board will consist of eight directors, seven of whom meet New York Stock Exchange standards for independence.

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 relationships 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 nominations of the new director. 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)
Shannon Myers
509.344.5967

(Investors)
Solebury Trout
509.344.5906