Submission of Matters to a Vote of Security Holders - Form 8-K

On February 27, 2024, the Board of Directors (the "Board") of Clearwater Paper Corporation (the "Company") declared advisable, and recommended to the Company's stockholders that they approve and adopt, an amendment to the Company's Restated Certificate of Incorporation (the "Restated Certificate") to declassify the Board over a three-year period commencing with the 2025 annual meeting of stockholders and providing for the annual election of all directors commencing with the 2027 annual meeting of stockholders.

On May 9, 2024, at the Company's 2024 Annual Meeting of Stockholders (the "Annual Meeting"), the Company's stockholders approved the Restated Certificate. The Restated Certificate became effective upon filing with the Secretary of State of the State of Delaware on May 10, 2024.

The material features of the Restated Certificate are described in the Company's proxy statement filed with the SEC on March 29, 2024 (the "Proxy Statement") in the section titled "Proposal 4 - Approval and Adoption of Restated Certificate of Incorporation to Declassify the Board," which is incorporated herein by reference. Such description, and the foregoing description of the Restated Certificate, are each qualified in their entirety by reference to the full text of the Restated Certificate, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.

Approval of Amended and Restated Bylaws

On February 27, 2024, the Board approved conforming amendments to the Amended and Restated Bylaws of the Company (the "Restated Bylaws"), contingent upon stockholder approval of the Restated Certificate. The Restated Bylaws became effective upon the approval of the Restated Certificate by the Company's stockholders at the Annual Meeting. The Restated Bylaws: (1) provide that any director may be removed from office at any time prior to the expiration of his, her or their term of office, with or without cause; and (2) incorporate certain conforming changes.

The foregoing description of the Restated Bylaws is qualified in its entirety by reference to the full text of the Restated Bylaws, a copy of which is attached hereto as Exhibit 3.2 and incorporated herein by reference.