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CLW > SEC Filings for CLW > Form 8-K on 9-May-2014All Recent SEC Filings

Show all filings for CLEARWATER PAPER CORP

Form 8-K for CLEARWATER PAPER CORP


9-May-2014

Change in Directors or Principal Officers, Submission of Matters to a Vote


Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Agreements of Certain Officers

(e) Approval of Annual Incentive Plan

On May 5, 2014, at Clearwater Paper Corporation's (the "Company") 2014 Annual Meeting of Stockholders (the "Annual Meeting"), stockholders approved an amended and updated Company Annual Incentive Plan (the "Incentive Plan"). The Incentive Plan is designed to link compensation to annual company performance by awarding cash bonuses for achieving pre-defined targets.

The Incentive Plan approved at the Annual Meeting updated and amended the incentive plan originally approved by stockholders in 2010. The changes provide flexibility to the Company and the Compensation Committee of the Company's Board of Directors to structure performance goals and awards to best align with the strategic direction, goals and needs of the Company in any given year. The changes also expanded the potential qualifying measures upon which annual performance goals may be based and the permitted adjustments to those performance measures.

A summary of the Incentive Plan is set forth in the Company's Proxy Statement for the Annual Meeting filed with the Securities and Exchange Commission on March 24, 2014 (the "Proxy Statement"). That summary and the forgoing description are qualified in their entirety by reference to the text of the Incentive Plan, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.



Item 5.07 Submission of Matters to a Vote of Security Holders

On May 5, 2014, the Company held its 2014 Annual Meeting of Stockholders. The matters listed below were submitted to a vote of the stockholders through the solicitation of proxies, and the proposals are described in the Company's Proxy Statement filed with the SEC on March 24, 2014. The certified results of the stockholder vote are as follows:

Proposal 1 - Election of Directors

The following individuals were elected to serve as Class III directors to hold
office until the 2017 Annual Meeting of Stockholders or until the respective
successors are duly elected and qualified.



    Nominee                    For           Against       Abstain       Broker non-votes

    Frederic W. Corrigan     18,513,708       146,424       150,351              1,002,531
    Beth E. Ford             18,576,528       124,749       109,206              1,002,531


Proposal 2 - Ratification of the Appointment of KPMG, LLP as Independent Registered Public Accounting Firm for 2014

The stockholders ratified the appointment of KPMG, LLP as the Company's independent registered public accounting firm for 2014.

For Against Abstain Broker non-votes 19,673,129 96,171 43,714 N/A

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 Regulations S-K was approved, on an advisory basis, by the stockholders as follows:

For Against Abstain Broker non-votes 18,245,491 436,197 128,795 1,002,531

Proposal 4 - Approval of Annual Incentive Plan

The stockholders approved the Clearwater Paper Corporation Annual Incentive Plan.

For Against Abstain Broker non-votes 18,461,406 307,651 41,426 1,002,531



Item 9.01 Financial Statements and Exhibits

(d) Exhibits

10.1 Clearwater Paper Corporation Annual Incentive Plan


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