UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549 |
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FORM 8-K |
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CURRENT REPORT |
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Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
Date of Report (Date of earliest event reported): May 6, 2013
CLEARWATER PAPER CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 001-34146 | 20-3594554 | ||
| (State or other jurisdiction | (Commission File Number) | (IRS Employer | ||
| of incorporation) | 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
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 Instruction 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)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(b) On May 6, 2013, Gordon L. Jones, notified Clearwater Paper Corporation (the “Company’) of his decision to retire as a director of the Company effective as of May 31, 2013. Mr. Jones’s retirement is not a result of any disagreement with the Company on any matter relating to the Company’s operations or practices. The Board of Directors has taken action to reduce the size of the Board from nine to eight directors effective as of Mr. Jones’ retirement from the Board.
Item 5.07 Submission of Matters to a Vote of Security Holders
On May 6, 2013, the Company held its 2013 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 25, 2013. The certified results of the stockholder vote are as follows:
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Proposal 1 – Election of Directors |
The following individuals were elected to serve as Class II directors to hold office until the 2016 Annual Meeting of Stockholders or until the respective successors are duly elected and qualified.
| Nominee | For | Against | Abstain | Broker non-votes | ||||
| Kevin J. Hunt | 19,646,133 | 277,614 | 139,014 | 809,326 | ||||
| William D. Larsson | 19,650,292 | 279,982 | 132,487 | 809,326 | ||||
| Michael T. Riordan | 19,637,535 | 293,070 | 132,156 | 809,326 | ||||
Proposal 2 – Ratification of the Appointment of KPMG, LLP as Independent Registered Public Accounting Firm for 2013
The stockholders ratified the appointment of KPMG, LLP as the Company’s independent registered public accounting firm for 2013.
| For | Against | Abstain | ||
| 20,663,003 | 64,043 | 145,041 |
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 | |||
| 18,871,137 | 860,962 | 330,662 | 809,326 |
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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.
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Date: May 9, 2013 |
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CLEARWATER PAPER CORPORATION |
| By: | /s/ Michael S. Gadd | |
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| Michael S. Gadd, Corporate Secretary |