Clearwater Paper Elects New Director and Amends Bylaws After Shareholder Vote

SPOKANE, Wash., May 12, 2026 — Clearwater Paper Corp elected a new director and accepted the departure of an existing board member at its annual shareholder meeting, the company disclosed in a Form 8-K filed with the SEC on May 12.

The filing covers three items required under SEC rules: Item 5.02 on departure and election of directors, Item 5.03 on amendments to articles of incorporation or bylaws, and Item 5.07 on submission of matters to a vote of security holders. Clearwater Paper, which manufactures consumer tissue and paperboard products, has a market presence that supplies major retailers and packaging converters nationwide.

Under Item 5.02, the company stated that one director departed the board and a named individual was elected to fill a vacancy. The election became effective on the date of the annual meeting. The filing does not cite a cause for the departure. Item 5.03 reports that shareholders approved amendments to the company's bylaws that revise procedural and governance provisions; the changes took effect immediately upon approval.

Item 5.07 details the specific voting results on director nominees, the bylaw amendments, and any other matters presented. The precise vote tallies and margins determine which proposals passed and by what support level among shares voted.

The operational delta shifts board composition from the prior slate to one that includes the newly elected director. The amended bylaws replace the prior version and govern future shareholder meetings, director qualifications, and corporate procedures.

These changes trigger standard SEC follow-on obligations, including updated director and officer questionnaires and potential Form 4 filings if compensatory grants occur. The company must also reflect the new board structure in its next proxy statement.

Downstream, the bylaw amendments set new timelines and thresholds for shareholder proposals and special meetings that will apply to the 2027 annual meeting cycle. The board composition change requires the company to update its committee assignments and may affect independence determinations for audit and compensation committees under NYSE or Nasdaq rules.

Regulatory deadlines for the company's next quarterly report on Form 10-Q will incorporate the revised governance documents by reference.

This filing follows Clearwater Paper's prior 8-K disclosures on executive compensation and periodic reports. The company last reported board changes in its 2025 proxy statement, which detailed the slate of nominees ultimately voted on at the meeting covered by today's 8-K.