Clearwater Paper (CLW) Proxy filing summary

Executive summary

• Achieved $1.6 billion in net sales for 2025, a 12% increase year-over-year, but reported a net loss of $18.6 million.

• Completed integration of the Augusta facility and transitioned tissue business, resulting in $52.4 million in cost reductions and SG&A at 6.5% of net sales.

• Focused on sustainability, reducing water usage by 7%, achieving BPI compostable certification, and setting a 10% water reduction target by 2030.

• Repurchased $17 million in shares, with $79 million remaining in authorization.

Voting matters and shareholder proposals

• Election of five directors for one-year terms as part of board declassification.

• Ratification of KPMG LLP as independent auditor for 2026.

• Advisory vote on executive compensation (say-on-pay).

• Approval of amendments to the certificate of incorporation for officer exculpation and to bylaws for a forum selection provision.

• Approval of the 2026 Stock Incentive Plan, authorizing 2,000,000 new shares for equity awards.

Board of directors and corporate governance

• Board consists of eight members, seven of whom are independent; 57% are diverse by gender or ethnicity.

• Board committees (Audit, Compensation, Nominating/Governance) are 100% independent.

• Board declassification underway, with annual elections commencing in 2027.

• Majority voting standard in uncontested director elections; no poison pill in place.

• Stock ownership guidelines require directors to hold stock worth at least five times the annual cash retainer.