Clearwater Paper Corp — fact timeline

Clearwater Paper Corp shareholders approved Approval of the Clearwater Paper Corporation 2026 Stock Incentive Plan at the 2026-05-07 meeting.

“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”

Clearwater Paper Corp shareholders approved Approval of an Amendment to Clearwater Paper Corporation’s Amended and Restated Bylaws at the 2026-05-07 meeting.

“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”

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.

“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”

Clearwater Paper Corp shareholders approved Advisory Vote to Approve Named Executive Officer Compensation at the 2026-05-07 meeting.

“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”

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.

“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”

Clearwater Paper Corp shareholders approved Election of Directors at the 2026-05-07 meeting.

“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”

Clearwater Paper Corp: Amendment to Amended and Restated Bylaws to provide for requirements relating to nomination of directors by stockholders (effective 2026-05-08).

“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.”

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.

“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.”

Clearwater Paper Corp: Amendment to Restated Certificate of Incorporation to provide for exculpation of officers as permitted by Delaware law (effective 2026-05-07).

“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.”

Clearwater Paper Corp reported first quarter ended March 31, 2026 results: revenue $360 million, net income $13 million, or $0.80 per diluted share, EPS $(0.80) per diluted share.

“supplier of bleached paperboard to North American converters today reported financial results for the first quarter ended March 31, 2026. FIRST QUARTER HIGHLIGHTS • Net sales of $360 million versus $378 million in the first quarter of 2025, with volume up 5%, offset by lower market pricing • Net loss of $13 million, or $0.80 per diluted share versus net loss of $6”

Michael Urlick resigned as Senior Vice President, Commercial at Clearwater Paper Corp.

“On May 16, 2025, Michael Urlick informed Clearwater Paper Company (the “Company”) that he intends to resign from his position as Senior Vice President, Commercial of the Company to pursue a new opportunity.”

Marc D. Rome was appointed as Senior Vice President, General Counsel and Corporate Secretary at Clearwater Paper Corp.

“Effective July 1, 2025, Marc D. Rome, will assume the role of Senior Vice President, General Counsel of the Company and continue to serve as Corporate Secretary of the Company.”

Michael S. Gadd changed role as Senior Vice President at Clearwater Paper Corp.

“On July 1, 2025, Michael S. Gadd will step down as Senior Vice President, General Counsel of Clearwater Paper Corporation (the “Company”), and will serve as a Senior Vice President of the Company.”

Steve Bowden was appointed as Senior Vice President, Operations at Clearwater Paper Corp.

“Steve Bowden will become the Company’s Senior Vice President, Operations.”

Clearwater Paper Corp completed a disposition involving Sofidel America Corp. for approximately $1.06 billion in cash (closed 2024-11-01).

“Clearwater Paper Corporation (the “Company”) completed the sale of (i) all of the outstanding membership interests of Clearwater Paper Tissue, LLC, a Delaware limited liability company, which indirectly owns and/or leases the Company’s consumer product division facilities located in Las Vegas, Nevada, Elwood, Illinois, and Shelby, North Carolina; and (ii) all of the Company’s right, title and interest in and to certain assets and liabilities of the Company’s consumer product division facility located in Lewiston, Idaho, to Sofidel America Corp. (“Sofidel”) and its wholly owned subsidiary, for approximately $1.06 billion in cash (subject to adjustments for working capital, indebtedness, cash and transaction expenses).”

Clearwater Paper Corp: Adopted amended and restated bylaws with conforming changes, including director removal with or without cause (effective 2024-05-09).

“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.”

Clearwater Paper Corp: Amended Restated Certificate of Incorporation to declassify the Board over three years, effective May 10, 2024 (effective 2024-05-10).

“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.”

Clearwater Paper Corp shareholders approved Approval and Adoption of Restated Certificate of Incorporation to Declassify the Board.

“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”

Clearwater Paper Corp shareholders approved Advisory Vote to Approve Named Executive Officer Compensation.

“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”

Clearwater Paper Corp shareholders approved Ratification of the Appointment of KPMG, LLP as Our Independent Registered Public Accounting Firm for 2024.

“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”

Clearwater Paper Corp shareholders approved Election of Directors.

“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”

Clearwater Paper Corp completed an acquisition involving Graphic Packaging International, LLC for $700 million in cash (closed 2024-05-01).

“On the Closing Date, the Company paid approximately $700 million in cash, subject to adjustments for inventory and other assets.”

Clearwater Paper Corp incurred term loan of $90 million with AgWest Farm Credit, PCA, as administrative agent at SOFR or a base rate, as applicable, plus, in each case, an applicable margin tha maturing May 1, 2029.

“million (the “Farm Credit Term Loan Facility”), which was fully drawn after giving effect to the closing of the Transaction and (iii) a term loan commitment in the amount of $90 million (the “Commercial Bank Term Loan Facility” and together with the Farm Credit Term Loan Facility, collectively, the “Term Loan Facilities”), which was fully drawn after giving”

Clearwater Paper Corp incurred term loan of $400 million with AgWest Farm Credit, PCA, as administrative agent at SOFR or the Agent's fixed rate, as applicable, plus, in each case, an applicable maturing May 1, 2031.

“on October 27, 2023 and $120 million of which was drawn after giving effect to the closing of the Transaction (as defined below) (ii) a term loan commitment in the amount of $400 million (the “Farm Credit Term Loan Facility”), which was fully drawn after giving effect to the closing of the Transaction and (iii) a term loan commitment in the amount of $90 million”

Clearwater Paper Corp incurred credit facility of $270 million with AgWest Farm Credit, PCA, as administrative agent at SOFR or the Agent's fixed rate, as applicable, plus, in each case, an applicable maturing May 1, 2029.

“(as amended, the “Non-ABL Credit Agreement”). The credit facility provided under the Non-ABL Credit Agreement consists of (i) a term revolver loan commitment in the amount of $270 million (the “Term Revolver Facility”), $150 million of which was disbursed on October 27, 2023 and $120 million of which was drawn after giving effect to the closing of the Transaction”

Clearwater Paper Corp amended Non-ABL Credit Agreement with AgWest Farm Credit, PCA, as administrative agent, and the lenders party thereto valued at $400 million.

“On the Closing Date (as defined below), Clearwater Paper Corporation (the “Company”) entered into an amendment and restatement of its credit agreement, dated October 27, 2023 by and among the Company, AgWest Farm Credit, PCA, as administrative agent (the “Agent”), and the lenders party thereto (as amended, the “Non-ABL Credit Agreement”).”

Clearwater Paper Corp reported first quarter ended March 31, 2024 results: revenue $496 million, net income $17 million, EPS $1.02 per diluted share.

“strong demand in tissue and improved customer demand in paperboard • Severe weather event resulting in significant disruption to production at the Lewiston site • Net sales of $496 million, down 6% from the first quarter of last year • Net income of $17 million, or $1.02 per diluted share, down $7 million from the first quarter of last year • Adjusted net income of”

Clearwater Paper Corp entered into Asset Purchase Agreement with Graphic Packaging International, LLC valued at $700,000,000 (effective 2024-02-20).

“On February 20, 2024, Clearwater Paper Corporation (the “Company”) and Graphic Packaging International, LLC (“GPK”), a wholly owned subsidiary of Graphic Packaging Holding Company, entered into an Asset Purchase Agreement (the “Purchase Agreement”), pursuant to which, among other things, the Company will acquire certain assets (the “Transferred Assets”) of GPK’s consumer packaging business operating out of GPK’s paperboard mill and associated facilities in Augusta, Georgia (the “Mill Facility”) composed of the manufacturing, marketing and/or sale of paperboard produced at the Mill Facility (the “Transferred Business” and such acquisition and related transactions contemplated by the Purchase Agreement, the “Transaction”). The purchase price will be $700,000,000, subject to adjustments for inventory.”

Clearwater Paper Corp reported fourth quarter and year ended December 31, 2023 results: revenue Net sales of $513 million, net income Net income of $18 million, EPS $1.04 per diluted share.

“For the fourth quarter of 2023, Clearwater Paper reported net sales of $513 million, a 3% decrease compared to net sales of $527 million reported in the fourth quarter of 2022. Net income for the fourth quarter of 2023 was $18 million, or $1.04 per diluted share”

Clearwater Paper Corp reported the third quarter and nine months ended September 30, 2023 results: revenue Net sales of $520 million, net income Net income of $37 million, or $2.17 per diluted share, EPS $2.17 per diluted share.

“months ended September 30, 2023. THIRD QUARTER HIGHLIGHTS • Outstanding performance driven by strong operational results and continued market strength in tissue • Net sales of $520 million, down 3% from the third quarter of last year • Net income of $37 million, or $2.17 per diluted share • Adjusted net income of $37 million, $6 million higher than the third”

Clearwater Paper Corp incurred credit facility of $270 million with AgWest Farm Credit, PCA at one-year fixed rate loan that will bear interest at an all-in interest rate of 9 maturing October 27, 2028.

“party thereto (the “PCA Credit Agreement”). The credit facility provided under the PCA Credit Agreement consists of a revolving term loan commitment initially in the amount of $270 million, $150 million of which was disbursed on the Closing Date in order to pay a portion of the price associated with the redemption of the outstanding Notes. The lending commitment”

Rebecca Barckley changed role as Vice President, Corporate Controller and principal accounting officer at Clearwater Paper Corp.

“Ms. Barckley will remain as Vice President, Corporate Controller and principal accounting officer for the Company.”

Sherri J. Baker was elected as Senior Vice President, Chief Financial Officer at Clearwater Paper Corp.

“The Board of Directors of Clearwater Paper Corporation (the “Company”) elected Sherri J. Baker as the Company’s Senior Vice President, Chief Financial Officer and designated her as the Company’s principal financial officer, effective August 14, 2023.”

Clearwater Paper Corp reported the second quarter ended June 30, 2023 results: revenue $525 million, net income $30 million, or $1.75 per diluted share, EPS $1.75 per diluted share.

“tissue and bleached paperboard products, today reported financial results for the second quarter and six months ended June 30, 2023. SECOND QUARTER HIGHLIGHTS • Net sales of $525 million, slightly below the second quarter of last year • Net income of $30 million, or $1.75 per diluted share • Adjusted net income of $30 million, $11 million higher than the second”

Michael J. Murphy departed as Chief Financial Officer at Clearwater Paper Corp.

“Michael J. Murphy will leave the Company on June 30, 2023”

Rebecca A. Barckley was elected as Interim Chief Financial Officer at Clearwater Paper Corp.

“On June 23, 2023, the Board of Directors of Clearwater Paper Corporation (the “Company”) elected Rebecca A. Barckley as Interim Chief Financial Officer (“Interim CFO”), effective July 1, 2023.”

Clearwater Paper Corp shareholders approved Approval of Amendments to Clearwater Paper Corporation 2017 Stock Incentive Plan.

“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”

Clearwater Paper Corp shareholders approved Advisory Vote on the Frequency of Say-on-Pay Vote.

“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”

Clearwater Paper Corp shareholders approved Advisory Vote to Approve Named Executive Officer Compensation.

“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”

Clearwater Paper Corp shareholders approved Ratification of the Appointment of KPMG, LLP as Independent Registered Public Accounting Firm for 2023.

“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”

Clearwater Paper Corp shareholders approved Election of Class III Directors.

“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”

Clearwater Paper Corp reported the first quarter ended March 31, 2023 results: revenue $525 million, net income $24 million, EPS $1.40 per diluted share.

“HIGHLIGHTS • Solid performance in the quarter, with price realization offsetting inflation • Strong demand for tissue products,softening demand for paperboard • Net sales of $525 million, up 8% compared to the first quarter of last year, driven by higher pricing • Net income of $24 million, or $1.40 per diluted share • Adjusted EBITDA of $66 million "Our”

Michael J. Murphy departed as Senior Vice President and Chief Financial Officer at Clearwater Paper Corp.

“On March 16, 2023, the Board of Directors of Clearwater Paper Corporation (the “Company”) announced the departure of Michael J. Murphy, Senior Vice President and Chief Financial Officer of the Company.”

Clearwater Paper Corp reported fourth quarter and year ended December 31, 2022 results: revenue $527 million, net income Net loss of $6 million, or $0.34 per diluted share.

“• Completed planned major maintenance at the Lewiston, Idaho facility • Net loss of $6 million, or $0.34 per diluted share and Adjusted EBITDA of $28 million • Net sales of $527 million, up 8% compared to the fourth quarter of 2021 2022 FULL YEAR HIGHLIGHTS • Delivered strong performance due to robust demand for paperboard products • Net income of $46 million •”

Clearwater Paper Corp amended revolving credit of from $250 million to $275 million with JPMorgan Chase Bank, N.A., as administrative agent at replace LIBOR with a SOFR-based rate maturing extended to November 7, 2027.

“the maximum commitment of the lenders (subject to borrowing base limitations) under the ABL Credit Agreement was increased from $250 million to $275 million, the maturity date was extended to November 7, 2027 and provisions were added to replace LIBOR with a SOFR-based rate as one of the benchmark rates at which loans under the ABL Credit Agreement may bear interest.”

Clearwater Paper Corp amended ABL Credit Agreement with JPMorgan Chase Bank, N.A. valued at from $250 million to $275 million (effective 2022-11-07).

“On November 7, 2022, Clearwater Paper Corporation, a Delaware corporation (the “Company”) entered into an amendment (the “Amendment”) to its ABL Credit Agreement dated July 26, 2019, among the Company, as borrower, the several lenders from time to time parties thereto and JPMorgan Chase Bank, N.A., as administrative agent (as amended, the “ABL Credit Agreement”).”

Clearwater Paper Corp reported the first nine months ended September 30, 2022 results: revenue $1.6 billion, net income $52 million, EPS $3.04 per diluted share.

“For the first nine months of 2022, Clearwater Paper reported net sales of $1.6 billion, a 21% increase compared to net sales of $1.3 billion for the first nine months of 2021. Net income for the first nine months of 2022 was $52 million, or $3.04 per diluted share, compared to net loss for the first nine months of 2021 of $38 million, or $2.25 per diluted share.”

Clearwater Paper Corp reported the third quarter ended September 30, 2022 results: revenue $539 million, net income $21 million, EPS $1.21 per diluted share.

“For the third quarter of 2022, Clearwater Paper reported net sales of $539 million, a 20% increase compared to net sales of $450 million for the third quarter of 2021. Net income for the third quarter of 2022 was $21 million, or $1.21 per diluted share, compared to net income for the third quarter of 2021 of $2 million, or $0.11 per diluted share.”

Jeanne M. Hillman was elected as Director at Clearwater Paper Corp.

“On September 23, 2022, the Board of Directors (the “Board”) of Clearwater Paper Corporation (the “Company”) elected Jeanne M. Hillman, age 63, as a director, effective October 1, 2022.”