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.