DC13226.pdf -- Converted by SEC Publisher 4.2, created by BCL Technologies Inc., for SEC Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 6, 2013

CLEARWATER PAPER CORPORATION

(Exact name of registrant as specified in its charter)

Delaware    001-34146    20-3594554 
(State or other jurisdiction    (Commission File Number)    (IRS Employer 
of incorporation)        Identification No.) 
 
601 West Riverside Ave., Suite 1100     
Spokane, WA        99201 
(Address of principal executive offices)    (Zip Code) 

Registrant’s telephone number, including area code: (509) 344-5900

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 Instruction 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)) 


Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

     (b) On May 6, 2013, Gordon L. Jones, notified Clearwater Paper Corporation (the “Company’) of his decision to retire as a director of the Company effective as of May 31, 2013. Mr. Jones’s retirement is not a result of any disagreement with the Company on any matter relating to the Company’s operations or practices. The Board of Directors has taken action to reduce the size of the Board from nine to eight directors effective as of Mr. Jones’ retirement from the Board.

Item 5.07 Submission of Matters to a Vote of Security Holders

     On May 6, 2013, the Company held its 2013 Annual Meeting of Stockholders. The matters listed below were submitted to a vote of the stockholders through the solicitation of proxies, and the proposals are described in the Company’s Proxy Statement filed with the SEC on March 25, 2013. The certified results of the stockholder vote are as follows:

Proposal 1 – Election of Directors

     The following individuals were elected to serve as Class II directors to hold office until the 2016 Annual Meeting of Stockholders or until the respective successors are duly elected and qualified.

Nominee    For    Against    Abstain    Broker non-votes 
 
Kevin J. Hunt    19,646,133    277,614    139,014    809,326 
William D. Larsson    19,650,292    279,982    132,487    809,326 
Michael T. Riordan    19,637,535    293,070    132,156    809,326 

Proposal 2 – Ratification of the Appointment of KPMG, LLP as Independent Registered Public Accounting Firm for 2013

     The stockholders ratified the appointment of KPMG, LLP as the Company’s independent registered public accounting firm for 2013.

For    Against    Abstain 
20,663,003    64,043    145,041 

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 
18,871,137    860,962    330,662    809,326 


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 9, 2013

CLEARWATER PAPER CORPORATION

By:    /s/ Michael S. Gadd 

    Michael S. Gadd, Corporate Secretary