Clearwater Paper Corp
For the period ended May 9, 2024. Filed Mar 29, 2024.
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May 9, 2024 · Filed Mar 29, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
INFORMATION
Proxy Statement Pursuant to
Section
14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
| CLEARWATER PAPER CORPORATION | |
| (Name of registrant as specified in its charter) | |
| (Name of person(s) filing proxy statement, if other than the registrant) | |
| Payment of Filing Fee (Check the appropriate box): | |
| ☒ | No fee required. |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
CLEARWATER PAPER CORPORATION
ANNUAL MEETING OF STOCKHOLDERS
May 9, 2024
NOTICE OF ANNUAL MEETING
AND
PROXY STATEMENT
LETTER FROM OUR CEO
Clearwater Paper Corporation 601 West Riverside, Suite 1100 Spokane, WA 99201
Dear Clearwater Paper stockholders and stakeholders, Over the last several years we have significantly improved our operating performance. With a clear focus on delivering for our customers, driving productivity, and generating cash flows, we have become more competitive in both our tissue and paperboard businesses. This performance has enabled us to significantly improve our financial health and reduce net debt by more than $450 million since 2020. Our improved balance sheet and strong financial flexibility paved the way for our recently announced agreement to acquire the Augusta, Georgia paperboard manufacturing facility from Graphic Packaging. We believe Augusta is a great fit with our strategy and will strengthen our position as a premier, independent paperboard supplier to North American converters.
Our tissue business continued its trajectory of performance improvement. Margins improved meaningfully due to great operational results and with the help of strong market conditions. Adjusted EBITDA for tissue more than doubled year over year, and we are optimistic that in 2024 we can maintain much of that performance.
Our paperboard business performed well despite the softening demand that was driven by de-stocking across the value chain. As a result, we adjusted our production to meet demand and manage inventory levels. By managing the necessary downtime well, we were able to continue to deliver healthy Adjusted EBITDA margins during the year. We remain optimistic about our long-term prospects in paperboard as our customers and consumers look for more sustainable solutions in packaging.
I am also pleased by the progress that we are continuing to make towards sustainability:
| • | We now have specific and validated Scope 1 & 2 and Scope 3 greenhouse gas emissions reductions targets with the Science Based Targets initiative (SBTi). |
| • | We continue to commercialize sustainability focused products, including NuVo with BioPBS. This cupstock includes up to 35% post-consumer recycled fiber with a high-definition print surface and a compostable alternative to low-density polyethylene. |
| • | We reduced safety risk by 27% in 2023 by investing in proactive safety controls consistent with our safety-first culture. |
| • | We continue to focus on creating and fostering a supportive and inclusive work environment by enhancing policies, benefits, and supporting employee well-being. |
Our new sustainability framework is “Everyday Responsibility.” It is a simple statement that reflects our core values and how we operate our business. Everyday Responsibility is centered on three distinct pillars: Resource Stewardship, Trusted Products, and Thriving People and Communities. This approach is intended to guide our strategy, our investments, and day-to-day decision making.
We believe in the long-term investment proposition of our company and appreciate the trust that you place in all of us at Clearwater Paper. We seek your voting support for the items described in this proxy statement.
Sincerely,
President and Chief Executive Officer
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