Clearwater Paper (CLW) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 7, 2026, with both in-person and virtual attendance options.

• Shareholders are encouraged to review proxy materials and vote by May 6, 2026.

Voting matters and shareholder proposals

• Election of five directors: Jeanne M. Hillman, Joe W. Laymon, Ann C. Nelson, John P. O'Donnell, and Christine M. Tucker, all recommended for approval.

• Ratification of KPMG, LLP as independent registered public accounting firm for 2026.

• Advisory vote to approve named executive officer compensation (say-on-pay).

• Approval of amendment to Restated Certificate of Incorporation to limit liability of certain officers.

• Approval of amendment to Bylaws to add a forum selection provision.

• Approval of the 2026 Stock Incentive Plan.

Board of directors and corporate governance

• Board recommends all director nominees and all proposals for shareholder approval.

• Proposed amendments to governing documents address officer liability and legal forum selection.