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Clearwater Paper (NYSE: CLW) adopts 2026 equity plan and governance changes

Filing Impact
(High)
Filing Sentiment
(Negative)
Form Type
8-K

Rhea-AI Filing Summary

Clearwater Paper Corporation reported results from its 2026 Annual Meeting and related governance actions. Stockholders approved the 2026 Stock Incentive Plan, creating a new reserve of 2,000,000 shares for equity awards, replacing the unused shares under the prior plan. The board and stockholders also approved a Restated Certificate of Incorporation adding officer exculpation provisions permitted by Delaware law, and amended bylaws to add an exclusive forum clause and update shareholder director-nomination procedures. Six directors were elected, KPMG LLP was ratified as independent auditor for 2026, and named executive officer compensation received majority support in an advisory vote.

Positive

  • None.

Negative

  • None.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Equity plan share reserve 2,000,000 shares New shares available under 2026 Stock Incentive Plan from May 7, 2026
Say-on-pay support 10,189,046 for vs. 1,808,030 against Advisory vote on named executive officer compensation at 2026 Annual Meeting
Auditor ratification 13,435,154 for Votes to ratify KPMG LLP as independent auditor for 2026
Charter amendment approval 10,947,284 for Votes approving amendment to Restated Certificate of Incorporation
Bylaw amendment approval 10,314,342 for Votes approving amendment to Amended and Restated Bylaws
Equity plan approval vote 6,562,984 for vs. 5,430,608 against Stockholder vote on 2026 Stock Incentive Plan
Stock Incentive Plan financial
"the Clearwater Paper Corporation 2026 Stock Incentive Plan (the “Equity Plan”)"
A stock incentive plan is a company program that gives employees or directors pieces of ownership or the right to buy shares over time, similar to receiving a bonus paid in company stock instead of cash. Investors pay attention because these plans align staff incentives with long‑term company performance but can also dilute existing shareholders and affect reported profits when grants are expensed, so they influence both ownership percentages and financial results.
Restated Certificate of Incorporation regulatory
"approved a Restated Certificate of Incorporation of the Company (the “Restated Certificate”)"
A restated certificate of incorporation is an updated, single-document version of a company’s founding rules that folds together the original charter and all later changes into one clear set of terms — like replacing a patchwork manual with a clean, revised edition. Investors care because it clarifies ownership details, voting rights, share classes and other legal rules that affect control, dividends and how value is created or diluted, so it can change the risks and benefits of owning the stock.
Exculpation Amendment regulatory
"containing an amendment providing for the exculpation of the Company’s officers in specific circumstances"
forum selection provision regulatory
"approved an amendment to the Company’s Amended and Restated Bylaws to add a forum selection provision"
broker non-votes financial
"Jeanne M. Hillman | 11,260,331 | 733,862 | 40,615 | 1,804,100"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
advisory basis regulatory
"was approved, on an advisory basis, by the stockholders as follows"
Understanding 8-K Material Events →
FALSE0001441236December 3100014412362026-05-072026-05-0700014412362026-12-312026-12-31

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 7, 2026)
CLW Logo.jpg
CLEARWATER PAPER CORPORATION
(Exact name of registrant as specified in its charter)
DE001-3414620-3594554
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
601 West Riverside,Suite 300 99201
Spokane,WA
(Address of principal executive offices) (Zip Code)
(509) 344-5900
(Registrant’s telephone number, including area code)
Not Applicable
(Former name of 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 classTrading Symbol(s)Name of each exchanged on which registered
Common Stock, par value $0.0001 per shareCLWNew 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.
(e) Approval of Equity Plan
On May 7, 2026, at the Clearwater Paper Corporation (the “Company”) 2026 Annual Meeting of Stockholders (the “Annual Meeting”), the Company’s stockholders approved the Clearwater Paper Corporation 2026 Stock Incentive Plan (the “Equity Plan”). The Equity Plan establishes a new share reserve, in place of the unused share reserve under the Clearwater Paper Corporation Amended and Restated 2017 Stock Incentive Plan (the “Prior Plan”) (which has been canceled), with 2,000,000 new shares available for issuance under the Equity Plan for grants on and after May 7, 2026, plus: (a) the number of shares subject to all outstanding awards under the Prior Plan and the Amended and Restated 2008 Stock Incentive Plan of Clearwater Paper Corporation as of May 7, 2026 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 Prior Plan as of May 7, 2026.
The description of the Equity Plan is qualified in its entirety by reference to the text of the Equity Plan, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Approval of Long-Term Incentive Plan Form Agreement
On May 7, 2026, the Compensation Committee of the Board of Directors of the Company approved a form of Performance Share Agreement and two forms of Restricted Stock Unit Agreement to be used from time to time by the Company under the Equity Plan. The form of Performance Share Agreement and the forms of Restricted Stock Unit Agreement are attached hereto as Exhibits 10.2, 10.3 and 10.4, respectively, and are incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Restated Certificate of Incorporation of Clearwater Paper Corporation
At a meeting held prior to the Annual Meeting, the Company’s Board of Directors approved a Restated Certificate of Incorporation of the Company (the “Restated Certificate”) containing an amendment providing for the exculpation of the Company’s officers in specific circumstances, as permitted by Delaware law (the “Exculpation Amendment”). As described in Item 5.07 below, at the Annual Meeting, the Company’s stockholders approved the Restated Certificate. On May 7, 2026, the Company filed the Restated Certificate with the Secretary of State of the State of Delaware.
The descriptions of the Restated Certificate and the Exculpation Amendment are qualified in their entirety by reference to the text of the Restated Certificate, which is attached hereto as Exhibit 10.5 and incorporated herein by reference.
Amendments to Amended and Restated Bylaws of Clearwater Paper Corporation
At a meeting held prior to the Annual Meeting, the Company’s Board of Directors approved an amendment to the Company’s Amended and Restated Bylaws to add a forum selection provision that designates Delaware courts as the exclusive forum for internal corporate claims and the U.S. federal district courts as the exclusive forum for claims arising from the Securities Act of 1933, as amended (the “Forum Selection Amendment”). While the Company’s Board of Directors had the authority under the Amended and Restated Bylaws to effect the Forum Selection Amendment without obtaining stockholder approval, it determined to only cause the Forum Selection Amendment to become effective if the stockholders approved such amendment. At the Annual Meeting, the Company’s stockholders approved the Forum Selection Amendment. At a meeting held on May 8, 2026, the Company’s Board of Directors approved further amendments to the Company’s Amended and Restated Bylaws to provide for requirements relating to the nomination of directors by stockholders.
The description of the foregoing amendments is qualified in its entirety by reference to the text of the Company’s Amended and Restated Bylaws, which are attached hereto as Exhibit 10.6 and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
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


Securities and Exchange Commission on March 27, 2026 (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 2027 Annual Meeting of Stockholders or until the respective successors are duly elected and qualified:
NomineeForAgainstAbstainBroker Non-Votes
Jeanne M. Hillman11,260,331 733,862 40,615 1,804,100 
Joe W. Laymon11,278,784 712,872 43,152 1,804,100 
Ann C. Nelson11,323,770 668,143 42,895 1,804,100 
John P. O’Donnell11,350,036 644,143 40,629 1,804,100 
Christine M. Vickers Tucker11,379,898 611,971 42,939 1,804,100 
Proposal 2 – Ratification of the Appointment of KPMG, LLP as Independent Registered Public Accounting Firm for 2026
The stockholders ratified the appointment of KPMG, LLP as the Company’s independent registered public accounting firm for 2026:
ForAgainstAbstain
13,435,154 347,742 56,012 
Proposal 3 – Advisory Vote to Approve Named Executive Officer Compensation
The compensation of the named executive officers as disclosed in the Proxy Statement pursuant to Item 402 of Regulation S-K was approved, on an advisory basis, by the stockholders as follows:
ForAgainstAbstainBroker Non-Votes
10,189,046 1,808,030 37,732 1,804,100 
Proposal 4 – Approval of Adoption of an Amendment to Clearwater Paper Corporation’s Restated Certificate of Incorporation
The amendment to the Restated Certificate of Incorporation of Clearwater Paper Corporation as disclosed in the Proxy Statement was approved by the stockholders as follows:
ForAgainstAbstainBroker Non-Votes
10,947,284 1,037,386 50,138 1,804,100 
Proposal 5 – Approval of an Amendment to Clearwater Paper Corporation’s Amended and Restated Bylaws
The amendment to the Amended and Restated Bylaws of Clearwater Paper Corporation as disclosed in the Proxy Statement was approved by the stockholders as follows:
ForAgainstAbstainBroker Non-Votes
10,314,342 1,678,208 42,258 1,804,100 
Proposal 6 – Approval of the Clearwater Paper Corporation 2026 Stock Incentive Plan
The Clearwater Paper Corporation 2026 Stock Incentive Plan as disclosed in the Proxy Statement was approved by the stockholders as follows:
ForAgainstAbstainBroker Non-Votes
6,562,984 5,430,608 41,216 1,804,100 





Item 9.01. Financial Statements and Exhibits.

(d) Exhibit Index

ExhibitDescription
10.1
Clearwater Paper Corporation 2026 Stock Incentive Plan
10.2
Clearwater Paper Corporation-Form of Performance Share Agreement, to be used with the Clearwater Paper Corporation 2026 Stock Incentive Plan Agreement
10.3
Clearwater Paper Corporation-Form of Restricted Stock Unit Agreement (Ratable Vesting), to be used with the Clearwater Paper Corporation 2026 Stock Incentive Plan
10.4
Clearwater Paper Corporation-Form of Restricted Stock Unit Agreement (Cliff Vesting), to be used with the Clearwater Paper Corporation 2026 Stock Incentive Plan
10.5
Restated Certificate of Incorporation of Clearwater Paper Corporation
10.6
Amended and Restated Bylaws of Clearwater Paper Corporation
104Cover Page Interactive Data File (embedded within the Inline XBRL document)




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 11, 2026

CLEARWATER PAPER CORPORATION

By:
/s/ Marc D. Rome
Marc D. Rome, Senior Vice President, General Counsel and Corporate Secretary





Source: View Original Filing on SEC EDGAR

FAQ

What equity plan did Clearwater Paper (CLW) stockholders approve in 2026?

Stockholders approved the Clearwater Paper Corporation 2026 Stock Incentive Plan, authorizing 2,000,000 new shares for future equity awards. It replaces the unused share reserve under the prior 2017 plan and allows continued use of stock-based compensation.

How did Clearwater Paper (CLW) stockholders vote on executive compensation?

Stockholders approved the named executive officer compensation on an advisory basis, with 10,189,046 votes for, 1,808,030 against, and 37,732 abstentions. There were 1,804,100 broker non-votes on this say-on-pay proposal.

Were Clearwater Paper (CLW) directors re-elected at the 2026 Annual Meeting?

Five nominees, including Jeanne M. Hillman and Joe W. Laymon, were elected to serve until the 2027 meeting. Each received over 11.2 million votes for and several hundred thousand votes against, plus 1,804,100 broker non-votes.

Did Clearwater Paper (CLW) change its charter to add officer exculpation?

The board approved, and stockholders adopted, a Restated Certificate of Incorporation that includes an officer exculpation amendment allowed under Delaware law. The Restated Certificate was filed with Delaware’s Secretary of State on May 7, 2026.

What bylaw amendments did Clearwater Paper (CLW) adopt in 2026?

The board added a forum selection provision designating Delaware courts for internal corporate claims and U.S. federal courts for Securities Act claims, subject to stockholder approval. It later adopted further amendments on stockholder director-nomination requirements.

Who is Clearwater Paper’s (CLW) auditor for 2026 and how was the vote?

Stockholders ratified KPMG LLP as independent registered public accounting firm for 2026, with 13,435,154 votes for, 347,742 against, and 56,012 abstentions. This confirms KPMG’s appointment for the fiscal year.

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