Clearwater Paper Corporation (CLW) Earnings Call Transcript & Summary

Good morning, and welcome to the Clearwater Paper Corporation's 2024 Annual Meeting of Stockholders. I'm Arsen Kitch, President and CEO of Clearwater Paper Corporation. Here with me today is Michael Gadd, our Senior Vice President, General Counsel and Corporate Secretary. Also, we have Alexander Toeldte, our Chair of the Board; as well as the other members of our Board, John Corkrean, Jeanne Hillman, Kevin Hunt, Joe Laymon, Ann Nelson, John O'Donnell, and Chris Vickers Tucker, and other members of management. Mr. Toeldte, as Chair of the Board, has asked me to preside over today's meeting. This is the business portion of the meeting to formally approve the specific proposals described in the proxy materials. I would like to welcome those listening over the internet. While you won't be able to directly participate in the business portion of the meeting, we invite you to stay on following the conclusion of the business portion of the meeting. At that time, the floor will be opened up, and we will take questions via the Q&A box on the website from those persons listening online. I would like to address a few additional procedural matters before calling the meeting to order. The agenda for the meeting has been provided. The Board of Directors has designated Michael Gadd, Sherri Baker, and me as the persons to act as proxies for this annual meeting of stockholders. Notice of this meeting was sent to our stockholders. Leah Grant of Broadridge who is joining us today, has been appointed Inspector of Election for today's meeting and any adjournment. Ms. Grant has taken and signed an oath to faithfully execute the duties of Inspector of Election with strict impartiality and according to the best of her ability. Ms. Grant will report on the preliminary tabulation of all votes and ballots in connection with this meeting or any adjournment and will certify the final tabulation of all votes and ballots. Ms. Grant, do we have represented today the shares and voting power required for quorum?

Yes. We have a total of 15,119,244 shares and votes represented here today in person or by proxy. This represents more than 90% of the company's outstanding shares and therefore a quorum is present.

Since the necessary quorum is present, I'll call the 2024 Annual Meeting of Stockholders to order and declare the polls open today, May 9, 2024, at 9:02 a.m. Pacific Time. I appoint Michael Gadd to act as Secretary of this meeting to record these proceedings. As stated in the notice of this meeting and further described in the proxy statement, there are 4 proposals for consideration by the stockholders. Michael, will you please present the proposals to be voted upon?

The first proposal is the election by separate vote of each of 3 nominees to serve as a Director of Clearwater Paper Corporation for a 3-year term. The resolution reads, resolved that each of the following nominees is hereby elected to serve as a Director of Clearwater Paper Corporation for a 3-year term expiring at the 2027 Annual Meeting of Stockholders: John C. Corkrean, Arsen S. Kitch, and Alexander Toeldte. The second proposal is the ratification of KPMG LLP. The resolution reads, resolved that the appointment of KPMG LLP as the independent registered public accounting firm at Clearwater Paper Corporation for the fiscal year ending December 31, 2024, is hereby ratified. The third proposal is the advisory vote to approve named Officer of Executive Compensation. The resolution reads, resolved that the compensation paid to the company's named executive officers as disclosed pursuant to Item 402 of Regulation S-K, including the executive compensation discussion and analysis, compensation tables and narrative discussion is hereby approved. The fourth proposal is to approve the adoption of the amended and restated Certificate of Incorporation to declassify the Board of Directors. The resolution reads, resolved with the adoption of the amended and restated certificate of incorporation of Clearwater Paper Corporation is hereby approved. Under the company's bylaws, stockholders must have given advance notice to the Corporate Secretary in order to bring other business before the meeting. As no such notice was received, there is no other business to be conducted today. I now declare the polls closed. Will the Inspector of Election, please give your preliminary voting report.

As Inspector of Election, I report the following preliminary results. Each of the nominees for election as Director in Proposal 1 receive the affirmative vote of at least 94% of the votes represented in person or by proxy. Proposal 2, the ratification of the appointment of KPMG LLP as the company's independent registered public accounting firm received the affirmative vote of approximately 98% of the votes represented in person or by proxy. Proposal 3, the advisory vote to approve named Executive Officer compensation, received the affirmative vote of approximately 95% of the votes represented in person or by proxy. And finally, Proposal 4, the vote to approve the adoption of the Restated Certificate of Incorporation to declassify the Board, received the affirmative vote of more than 79% of the votes outstanding and entitled to vote at the meeting.