{"schema_version":"secwatch.filing_event.v1","accession":"0001441236-26-000028","form_type":"8-K","ticker":"CLW","cik":"0001441236","company_name":"Clearwater Paper Corp","filed_at":"2026-05-11T23:34:15+00:00","discovered_at":"2026-05-12T10:05:00.387910+00:00","generated_at":"2026-05-12T10:08:03.725058+00:00","sec_items":["5.02","5.03","5.07","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.15,"calibrated_materiality_score":0.15,"confidence":"high","headline":"Clearwater Paper shareholders approve new equity plan, officer exculpation, and forum selection bylaw","bullets":["2026 Stock Incentive Plan approved (6.6M for, 5.4M against); 2M new shares authorized.","Restated certificate with officer exculpation amendment approved (10.9M for, 1.0M against).","Bylaw amendment adding Delaware forum selection for internal claims approved (10.3M for, 1.7M against).","All five director nominees elected with at least 11.3M votes for each.","Advisory say-on-pay approved (10.2M for, 1.8M against)."],"urls":{"canonical":"https://secwatch.observer/filing/0001441236-26-000028","json":"https://secwatch.observer/filing/0001441236-26-000028.json","markdown":"https://secwatch.observer/filing/0001441236-26-000028.md","text":"https://secwatch.observer/filing/0001441236-26-000028.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1441236/000144123626000028/0001441236-26-000028-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1441236/000144123626000028/clw-20260507.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-12T10:08:03.725058+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":"c042f69ad76269112a062b19ab91092c69309866","claim":"Clearwater Paper Corp: Amendment to Amended and Restated Bylaws to provide for requirements relating to nomination of directors by stockholders (effective 2026-05-08).","evidence_excerpt":"At a meeting held on May 8, 2026, the Company’s Board of Directors approved further amendments to the Company’s Amended and Restated Bylaws to provide for requirements relating to the nomination of directors by stockholders.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1441236/000144123626000028/0001441236-26-000028-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"},{"label":"Effective","value":"2026-05-08"}],"fact_type":"governance_change"},{"claim_id":"c755564c3d27d53c5d3bfe3da5ad252d25436767","claim":"Clearwater Paper Corp: Amendment to Restated Certificate of Incorporation to provide for exculpation of officers as permitted by Delaware law (effective 2026-05-07).","evidence_excerpt":"At a meeting held prior to the Annual Meeting, the Company’s Board of Directors approved a Restated Certificate of Incorporation of the Company (the “Restated Certificate”) containing an amendment providing for the exculpation of the Company’s officers in specific circumstances, as permitted by Delaware law (the “Exculpation Amendment”). As described in Item 5.07 below, at the Annual Meeting, the Company’s stockholders approved the Restated Certificate. On May 7, 2026 , the Company filed the Restated Certificate with the Secretary of State of the State of Delaware.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1441236/000144123626000028/0001441236-26-000028-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2026-05-07"}],"fact_type":"governance_change"},{"claim_id":"f91a3f9efa6a57d244e69dea107ce7ecba23be74","claim":"Clearwater Paper Corp: Amendment to Amended and Restated Bylaws to add forum selection provision designating Delaware courts for internal corporate claims and federal courts for Securities Act claims.","evidence_excerpt":"At a meeting held prior to the Annual Meeting, the Company’s Board of Directors approved an amendment to the Company’s Amended and Restated Bylaws to add a forum selection provision that designates Delaware courts as the exclusive forum for internal corporate claims and the U.S. federal district courts as the exclusive forum for claims arising from the Securities Act of 1933, as amended (the “Forum Selection Amendment”). While the Company’s Board of Directors had the authority under the Amended and Restated Bylaws to effect the Forum Selection Amendment without obtaining stockholder approval, it determined to only cause the Forum Selection Amendment to become effective if the stockholders approved such amendment. At the Annual Meeting, the Company’s stockholders approved the Forum Selection Amendment.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1441236/000144123626000028/0001441236-26-000028-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"}],"fact_type":"governance_change"},{"claim_id":"4146c62afd05e2cfe98f0df18ce8f5fd6bc89d2f","claim":"Clearwater Paper Corp shareholders approved Advisory Vote to Approve Named Executive Officer Compensation at the 2026-05-07 meeting.","evidence_excerpt":"Proposal 3 – Advisory Vote to Approve Named Executive Officer Compensation The compensation of the named executive officers as disclosed in the 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 10,189,046 1,808,030 37,732 1,804,100","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1441236/000144123626000028/0001441236-26-000028-index.htm","confidence":0.99,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2026-05-07"}],"fact_type":"shareholder_vote"},{"claim_id":"4975db94694728cd75802a70451c3eab09717212","claim":"Clearwater Paper Corp shareholders approved Election of Directors at the 2026-05-07 meeting.","evidence_excerpt":"Proposal 1 – Election of Directors The following individuals were elected to serve as directors to hold office until the 2027 Annual Meeting of Stockholders or until the respective successors are duly elected and qualified: Nominee For Against Abstain Broker Non-Votes Jeanne M. Hillman 11,260,331 733,862 40,615 1,804,100 Joe W. Laymon 11,278,784 712,872 43,152 1,804,100 Ann C. Nelson 11,323,770 668,143 42,895 1,804,100 John P. O’Donnell 11,350,036 644,143 40,629 1,804,100 Christine M. Vickers Tucker 11,379,898 611,971 42,939 1,804,100","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1441236/000144123626000028/0001441236-26-000028-index.htm","confidence":0.99,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2026-05-07"}],"fact_type":"shareholder_vote"},{"claim_id":"91b427e697619a14de58a306b1a85049398b0d69","claim":"Clearwater Paper Corp shareholders approved Approval of an Amendment to Clearwater Paper Corporation’s Amended and Restated Bylaws at the 2026-05-07 meeting.","evidence_excerpt":"Proposal 5 – Approval of an Amendment to Clearwater Paper Corporation’s Amended and Restated Bylaws The amendment to the Amended and Restated Bylaws of Clearwater Paper Corporation as disclosed in the Proxy Statement was approved by the stockholders as follows: For Against Abstain Broker Non-Votes 10,314,342 1,678,208 42,258 1,804,100","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1441236/000144123626000028/0001441236-26-000028-index.htm","confidence":0.99,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2026-05-07"}],"fact_type":"shareholder_vote"},{"claim_id":"a9ed8fe5625ee2c4a3c87ca6ff8c05b48367a3ec","claim":"Clearwater Paper Corp shareholders approved Approval of Adoption of an Amendment to Clearwater Paper Corporation’s Restated Certificate of Incorporation at the 2026-05-07 meeting.","evidence_excerpt":"Proposal 4 – Approval of Adoption of an Amendment to Clearwater Paper Corporation’s Restated Certificate of Incorporation The amendment to the Restated Certificate of Incorporation of Clearwater Paper Corporation as disclosed in the Proxy Statement was approved by the stockholders as follows: For Against Abstain Broker Non-Votes 10,947,284 1,037,386 50,138 1,804,100","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1441236/000144123626000028/0001441236-26-000028-index.htm","confidence":0.99,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2026-05-07"}],"fact_type":"shareholder_vote"},{"claim_id":"ad67ec60123a860b039bd8d5d73bc5ae67056f0d","claim":"Clearwater Paper Corp shareholders approved Approval of the Clearwater Paper Corporation 2026 Stock Incentive Plan at the 2026-05-07 meeting.","evidence_excerpt":"Proposal 6 – Approval of the Clearwater Paper Corporation 2026 Stock Incentive Plan The Clearwater Paper Corporation 2026 Stock Incentive Plan as disclosed in the Proxy Statement was approved by the stockholders as follows: For Against Abstain Broker Non-Votes 6,562,984 5,430,608 41,216 1,804,100","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1441236/000144123626000028/0001441236-26-000028-index.htm","confidence":0.99,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"equity plan"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2026-05-07"}],"fact_type":"shareholder_vote"},{"claim_id":"bccace0b853e7757345ac91ebf5dce32ec51b004","claim":"Clearwater Paper Corp shareholders approved Ratification of the Appointment of KPMG, LLP as Independent Registered Public Accounting Firm for 2026 at the 2026-05-07 meeting.","evidence_excerpt":"Proposal 2 – Ratification of the Appointment of KPMG, LLP as Independent Registered Public Accounting Firm for 2026 The stockholders ratified the appointment of KPMG, LLP as the Company’s independent registered public accounting firm for 2026: For Against Abstain 13,435,154 347,742 56,012","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1441236/000144123626000028/0001441236-26-000028-index.htm","confidence":0.99,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2026-05-07"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}