{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-24-139277","form_type":"8-K","ticker":"CLW","cik":"0001441236","company_name":"Clearwater Paper Corp","filed_at":"2024-05-15T23:59:59+00:00","discovered_at":"2026-05-14T18:03:18.439850+00:00","generated_at":"2026-06-01T22:52:01.733257+00:00","sec_items":["5.03","5.07","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.25,"calibrated_materiality_score":0.25,"confidence":"high","headline":"Clearwater Paper stockholders approve board declassification over three years","bullets":["Stockholders approved Restated Certificate to declassify board; effective May 10, 2024.","Annual election of all directors begins at 2027 annual meeting; directors can now be removed with or without cause.","Elected Class I directors: John J. Corkrean, Arsen S. Kitch, Alexander Toeldte each with >12.7M for votes.","Ratified KPMG as auditor for 2024 with 14.9M for votes; advisory vote on executive compensation passed with 12.8M for votes."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-24-139277","json":"https://secwatch.observer/filing/0001193125-24-139277.json","markdown":"https://secwatch.observer/filing/0001193125-24-139277.md","text":"https://secwatch.observer/filing/0001193125-24-139277.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1441236/000119312524139277/0001193125-24-139277-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1441236/000119312524139277/d831412d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-01T22:52:01.733257+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"7d5011de37425b54bbd4967c01bfa1ecf6811d3d","claim":"Clearwater Paper Corp: Adopted amended and restated bylaws with conforming changes, including director removal with or without cause (effective 2024-05-09).","evidence_excerpt":"On February 27, 2024, the Board approved conforming amendments to the Amended and Restated Bylaws of the Company (the “Restated Bylaws”), contingent upon stockholder approval of the Restated Certificate. The Restated Bylaws became effective upon the approval of the Restated Certificate by the Company’s stockholders at the Annual Meeting.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1441236/000119312524139277/0001193125-24-139277-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"},{"label":"Effective","value":"2024-05-09"}],"fact_type":"governance_change"},{"claim_id":"c016fdfda714f2b99e598c6f48ef191f85d00dc4","claim":"Clearwater Paper Corp: Amended Restated Certificate of Incorporation to declassify the Board over three years, effective May 10, 2024 (effective 2024-05-10).","evidence_excerpt":"On May 9, 2024, at the Company’s 2024 Annual Meeting of Stockholders (the “Annual Meeting”), the Company’s stockholders approved the Restated Certificate. The Restated Certificate became effective upon filing with the Secretary of State of the State of Delaware on May 10, 2024.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1441236/000119312524139277/0001193125-24-139277-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2024-05-10"}],"fact_type":"governance_change"},{"claim_id":"2471640300779750ca0b659900498cdac5333b55","claim":"Clearwater Paper Corp shareholders approved Approval and Adoption of Restated Certificate of Incorporation to Declassify the Board.","evidence_excerpt":"Proposal 4 – Approval and Adoption of Restated Certificate of Incorporation to Declassify the Board The amendment to the Restated Certificate of Incorporation of Clearwater Paper Corporation to declassify the Board as disclosed in the Company’s Proxy Statement was approved by the stockholders as follows: For Against Abstain Broker Non-Votes 13,243,200 92,151 67,809 1,716,084","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1441236/000119312524139277/0001193125-24-139277-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"passed"}],"fact_type":"shareholder_vote"},{"claim_id":"3b4024ddb3fa680c4b70f731f7cc50515eaf5f4b","claim":"Clearwater Paper Corp shareholders approved Advisory Vote to Approve Named Executive Officer Compensation.","evidence_excerpt":"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 12,756,520 624,658 21,982 1,716,084","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1441236/000119312524139277/0001193125-24-139277-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay"},{"label":"Outcome","value":"passed"}],"fact_type":"shareholder_vote"},{"claim_id":"9646bc4a03869b872695bbe979e826de7b74e980","claim":"Clearwater Paper Corp shareholders approved Ratification of the Appointment of KPMG, LLP as Our Independent Registered Public Accounting Firm for 2024.","evidence_excerpt":"Proposal 2 – Ratification of the Appointment of KPMG, LLP as Our Independent Registered Public Accounting Firm for 2024 The stockholders ratified the appointment of KPMG, LLP as the Company’s independent registered public accounting firm for 2024: For Against Abstain 14,918,834 197,018 3,392","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1441236/000119312524139277/0001193125-24-139277-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"}],"fact_type":"shareholder_vote"},{"claim_id":"ae5ab01cc23c488ff37f7f54985cda36a87bd2e2","claim":"Clearwater Paper Corp shareholders approved Election of Directors.","evidence_excerpt":"Proposal 1 – Election of Directors The following individuals were elected to serve as Class I Directors to hold office until the 2027 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified: Nominee For Against Abstain Broker Non-Votes John J. Corkrean 13,146,234 245,462 11,464 1,716,084 Arsen S. Kitch 13,212,079 178,005 13,076 1,716,084 Alexander Toeldte 12,728,329 671,654 3,177 1,716,084","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1441236/000119312524139277/0001193125-24-139277-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}