UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
|
|
(Commission File Number) |
(IRS Employer |
|
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
|
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
|
|
|
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
|
Item 5.07 |
Submission of Matters to a Vote of Security Holders |
The matters listed below were submitted to a vote of the stockholders at the Annual Meeting through the solicitation of proxies, and the proposals are described in the Company’s proxy statement filed with the SEC on April 6, 2021 (the “Proxy Statement”). The certified results of the stockholder vote are as follows:
Proposal 1 – Election of Directors
The following individuals were elected to serve as Class I Directors to hold office until the 2024 Annual Meeting of Stockholders or until the respective successors are duly elected and qualified:
|
Nominee |
|
For |
|
|
Against |
|
|
Abstain |
|
|
Broker Non-Votes |
|
||||
|
John J. Corkrean |
|
|
13,968,586 |
|
|
|
141,804 |
|
|
|
28,963 |
|
|
|
956,114 |
|
|
Arsen S. Kitch |
|
|
14,016,310 |
|
|
|
112,464 |
|
|
|
10,579 |
|
|
|
956,114 |
|
|
Alexander Toeldte |
|
|
12,951,041 |
|
|
|
1,159,045 |
|
|
|
29,267 |
|
|
|
956,114 |
|
Proposal 2 – Ratification of the Appointment of KPMG, LLP as Independent Registered Public Accounting Firm for 2021
The stockholders ratified the appointment of KPMG, LLP as the Company’s independent registered public accounting firm for 2021:
|
For |
|
|
Against |
|
|
Abstain |
|
|
|||
|
|
14,983,541 |
|
|
|
77,677 |
|
|
|
34,249 |
|
|
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 Regulations S-K was approved, on an advisory basis, by the stockholders as follows:
|
For |
|
|
Against |
|
|
Abstain |
|
|
Broker Non-Votes |
|
||||
|
|
13,500,578 |
|
|
|
556,351 |
|
|
|
82,424 |
|
|
|
956,114 |
|
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 21, 2021
CLEARWATER PAPER CORPORATION
|
By: |
/s/ Michael S. Gadd |
|
|
Michael S. Gadd, Corporate Secretary |
3