Form 8-K

 

 

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 7, 2012

 

 

CLEARWATER PAPER CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-34146   20-3594554

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

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 5.07 Submission of Matters to a Vote of Security Holders

On May 7, 2012, the Company held its 2012 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 26, 2012. 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 2015 Annual Meeting of Stockholders or until the respective successors are duly elected and qualified.

 

Nominee

  

    For    

  

    Against    

  

    Abstain    

  

  Broker non-votes  

Boh A. Dickey

   18,153,147    682,901    512,514    1,111,033

Gordon L. Jones

   17,828,574    1,011,431    508,557    1,111,033

Proposal 2 – Ratification of the Appointment of KPMG, LLP as Independent Registered Public Accounting Firm for 2012

The stockholders ratified the appointment of KPMG, LLP as the Company’s independent registered public accounting firm for 2012.

 

For

  

    Against    

  

    Abstain    

  

  Broker non-votes  

19,763,802

   98,297    597,496    0

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  

17,342,451

   1,177,062    829,049    1,111,033


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 10, 2012

     
          CLEARWATER PAPER CORPORATION
    By:  

/s/ Michael S. Gadd

      Michael S. Gadd, Corporate Secretary