---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-23-144622"
form_type: "8-K"
ticker: "CLW"
cik: "0001441236"
company_name: "Clearwater Paper Corp"
filed_at: "2023-05-15T23:59:59+00:00"
generated_at: "2026-06-15T00:55:41.102566+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.3
calibrated_materiality_score: 0.3
confidence: "high"
source: SEC EDGAR
---

# Clearwater Paper stockholders approve 800K new shares for 2017 equity plan

## Summary
- Stockholders elected Joe W. Laymon, John P. O'Donnell, Christine M. Vickers Tucker as Class III directors.
- Ratified KPMG as independent auditor for 2023 with 15.67M for, 250K against.
- Advisory say-on-pay approved; board set frequency to annual.
- Equity plan amendment adds 800K shares to reserve; prior unissued shares cancelled.

## SEC filing metadata
- accession: 0001193125-23-144622
- form_type: 8-K
- ticker: CLW
- cik: 0001441236
- company_name: Clearwater Paper Corp
- filed_at: 2023-05-15T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.3
- calibrated_materiality_score: 0.3
- confidence: high
- sec_items: 5.02, 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1441236/000119312523144622/0001193125-23-144622-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1441236/000119312523144622/d483971d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-23-144622
- JSON: https://secwatch.observer/filing/0001193125-23-144622.json
- Plain text: https://secwatch.observer/filing/0001193125-23-144622.txt

## Key facts
- Shareholder Votes
  Clearwater Paper Corp shareholders approved Ratification of the Appointment of KPMG, LLP as Independent Registered Public Accounting Firm for 2023.
  - Proposal: auditor ratification
  - Outcome: passed
  source text: Proposal 2 – Ratification of the Appointment of KPMG, LLP as Independent Registered Public Accounting Firm for 2023 The stockholders ratified the appointment of KPMG, LLP as the Company’s independent registered public accounting firm for 2023: For Against Abstain 15,674,599 250,107 5,467
  evidence_url: https://www.sec.gov/Archives/edgar/data/1441236/000119312523144622/0001193125-23-144622-index.htm
- Shareholder Votes
  Clearwater Paper Corp shareholders approved Advisory Vote to Approve Named Executive Officer Compensation.
  - Proposal: say on pay
  - Outcome: passed
  source text: 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 Regulation S-K was approved, on an advisory basis, by the stockholders as follows: For Against Abstain Broker Non-Votes 14,207,416 599,501 8,246 1,115,010
  evidence_url: https://www.sec.gov/Archives/edgar/data/1441236/000119312523144622/0001193125-23-144622-index.htm
- Shareholder Votes
  Clearwater Paper Corp shareholders approved Approval of Amendments to Clearwater Paper Corporation 2017 Stock Incentive Plan.
  - Proposal: equity plan
  - Outcome: passed
  source text: Proposal 5 – Approval of Amendments to Clearwater Paper Corporation 2017 Stock Incentive Plan The amendment to Clearwater Paper Corporation 2017 Stock Incentive Plan as disclosed in the Company’s Proxy Statement was approved by the stockholders as follows: For Against Abstain Broker Non-Votes 13,498,097 1,309,762 7,304 1,115,010
  evidence_url: https://www.sec.gov/Archives/edgar/data/1441236/000119312523144622/0001193125-23-144622-index.htm
- Shareholder Votes
  Clearwater Paper Corp shareholders approved Advisory Vote on the Frequency of Say-on-Pay Vote.
  - Proposal: say on pay frequency
  - Outcome: passed
  source text: Proposal 4 – Advisory Vote on the Frequency of Say-on-Pay Vote The stockholders voted, on an advisory basis, for the frequency of the stockholder vote on the compensation of the Company’s named executive officers to occur as follows: 1 Year 2 Years 3 Years Abstain Broker Non-Votes 13,148,494 259,471 1,361,574 45,624 1,115,010
  evidence_url: https://www.sec.gov/Archives/edgar/data/1441236/000119312523144622/0001193125-23-144622-index.htm
- Shareholder Votes
  Clearwater Paper Corp shareholders approved Election of Class III Directors.
  - Proposal: director election
  - Outcome: passed
  source text: Proposal 1 – Election of Directors The following individuals were elected to serve as Class III Directors to hold office until the 2026 Annual Meeting of Stockholders or until the respective successors are duly elected and qualified: Nominee For Against Abstain Broker Non-Votes Joe W. Laymon 13,965,383 847,365 2,415 1,115,010 John P. O’Donnell 13,489,287 1,323,427 2,449 1,115,010 Christine M. Vickers Tucker 14,004,678 803,232 7,253 1,115,010
  evidence_url: https://www.sec.gov/Archives/edgar/data/1441236/000119312523144622/0001193125-23-144622-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.