CLW · Clearwater Paper Corporation

At the 2026 Annual Meeting held on May 7, 2026, Clearwater Paper stockholders approved several key governance and compensation proposals. The Clearwater Paper Corporation 2026 Stock Incentive Plan was approved, establishing a new share reserve of 2,000,000 shares plus potential additional shares from forfeited awards under prior plans. This plan replaces the prior 2017 plan and is designed to align employee and stockholder interests. All five director nominees were elected with substantial majorities, with broker non-votes of 1,804,100 on each. Stockholders also ratified the appointment of KPMG LLP as independent auditor for 2026 and approved, on an advisory basis, the compensation of named executive officers. Additionally, the Restated Certificate of Incorporation was approved and filed, adding an officer exculpation amendment permitted by Delaware law. The bylaws were amended to include a forum selection provision designating Delaware courts for internal claims and federal courts for Securities Act claims, and to add requirements for stockholder nominations of directors. These changes enhance corporate governance and provide clarity on legal proceedings.