8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_________________

FORM 8-K
_________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 25, 2012
_________________

CLEARWATER PAPER CORPORATION
(Exact name of registrant as specified in its charter)

_________________

Delaware
(State or other jurisdiction
of incorporation) 001-34146 (Commission File Number) 20-3594554 (IRS Employer
Identification No.)

601 West Riverside Ave., Suite 1100
Spokane, WA	99201
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:  (509) 344-5900
_________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

1

Item 5.02.            Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On June 26, 2012, Clearwater Paper Corporation announced that John D. Hertz will become Senior Vice President, Finance and Chief Financial Officer, effective August 6, 2012.  Mr. Hertz will replace Johnathan D. Hunter, in his capacity as Interim Chief Financial Officer.  Mr. Hunter’s role and title remains as Vice President and Controller for the Company.

The Company and Mr. Hertz entered into an employment offer letter (the “Offer Letter”) providing for, among other things, an annual base salary of $400,000 per year.  His 2012 target cash bonus under the Company’s annual incentive award plan will be 65% of his base salary, prorated for the portion of the 2012 calendar year that Mr. Hertz participates in the plan. Upon his joining the Company, Mr. Hertz will receive 20,000 restricted stock units (“RSUs”), which will vest ratably over four years beginning on the first anniversary of the initiation of his employment. He will also receive a prorated award under the Company’s long-term incentive award plan for the period 2012 through 2014 with a target value of approximately $192,000, 75% of which will be in the form of performance shares, which will be settled in shares of Company stock ranging from zero to two times the initial stock award depending on the Company’s relative total stockholder return during such period compared to a peer group of companies, and 25% in RSUs, which vest on December 31, 2014.

Mr.  Hertz will participate in the Company’s Severance Program for Executive Employees (as described in the Company’s most recent proxy statement), except that he will not receive an excise tax gross-up if his employment terminates within two years of a change of control of the Company.  In addition to the regular benefits provided for under the Company’s Relocation Policy, Mr. Hertz also will be entitled to reimbursement of up to $200,000 of a loss upon the sale of this primary residence in connection with his relocation to Spokane, Washington.

Prior to joining Clearwater Paper, Mr. Hertz, age 45, was the Vice President and Chief Financial Officer, of Novellus Systems, Inc. a position he held from June 2010 to June 2012. Previously he served as Novellus’ Vice President of Corporate Finance and Principal Accounting Officer, a position he held from October 2007 to June 2010. Mr. Hertz joined Novellus in June 2007 as Vice President and Corporate Controller. Prior to joining Novellus Systems, Inc., Mr.  Hertz worked for Intel Corporation, from 2000 to 2007 where he held a number of positions, including Central Finance Controller of the Digital Enterprise Group, Finance Controller of the Enterprise Platform Services Division and Accounting Policy Controller. Prior to joining Intel, Mr.  Hertz was a Senior Manager with KPMG. Mr.  Hertz received his Bachelor of Science in Business with an accounting emphasis from Montana State University and was a Practice Fellow at the Financial Accounting Standards Board from July 1998 to June 2000.

A copy of the press release announcing the appointment of Mr. Hertz is attached hereto as Exhibit 99.1.  A copy of the Offer Letter will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012.

2

Item 9.01.            Financial Statements and Exhibits

(d)  Exhibits.

       99.1      Press release issued by Clearwater Paper Corporation, dated June 26, 2012.

3

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:	June 26, 2012
			CLEARWATER PAPER CORPORATION
		By:		/s/ Michael S. Gadd
				Michael S. Gadd, Corporate Secretary

4

Exhibit No.                 Description

99.1                              Press release of Clearwater Paper Corporation dated June 26, 2012.

5

EX-99.1

Exhibit 99.1

Clearwater Paper Announces John D. Hertz as Chief Financial Officer

SPOKANE, Wash.--(BUSINESS WIRE)--June 26, 2012--Clearwater Paper Corporation (NYSE: CLW) today announced the appointment of John D. Hertz as senior vice president, finance and chief financial officer. Hertz will assume the CFO responsibilities on August 6, 2012. He will replace Johnathan D. Hunter who has been serving as interim CFO, and Mr. Hunter’s role and title remains as vice president and controller.

Hertz, 45, will have responsibility for financial reporting and controls, investor relations, risk management, tax and treasury functions. He most recently served as vice president and chief financial officer for Novellus Systems, Inc. Novellus is a semiconductor manufacturing equipment supplier with annual sales of approximately $1.6 billion and a category leader. Prior to Novellus, he held senior positions at Intel Corporation including central finance controller of the digital enterprise group, finance controller of the enterprise platform services division and accounting policy controller. Prior to joining Intel, Mr. Hertz served as a senior manager with KPMG.

“John’s 23-year track record as a successful senior leader in accounting, auditing and finance, combined with his strong investor relations management background, clearly make him a strong addition to our senior management team,” said Gordon Jones, chairman and chief executive officer.

Hertz earned a Bachelor of Science in business with an accounting emphasis from Montana State University and was a practice fellow at the Financial Accounting Standards Board (FASB).

ABOUT CLEARWATER PAPER

Clearwater Paper manufactures quality consumer tissue, away-from-home tissue, parent roll tissue, machine glazed tissue, bleached paperboard and pulp at 15 manufacturing locations in the U.S. and Canada. The company is a premier supplier of private label tissue to major retailers and wholesale distributors. This includes grocery, drug, mass merchants and discount stores. The company also produces bleached paperboard used by quality-conscious printers and packaging converters. Clearwater Paper's employees build shareholder value by developing strong customer relationships through quality and service.

FORWARD-LOOKING STATEMENTS

This press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. These forward-looking statements are based on current expectations that are subject to change, and actual results may differ materially from the forward-looking statements. Factors that could cause actual results to differ materially include those risks and uncertainties described from time to time in the company's public filings with the Securities and Exchange Commission. The company does not undertake to update any forward-looking statements.

For additional information on Clearwater Paper, please visit our website at www.clearwaterpaper.com

CONTACT:
Clearwater Paper Corporation
(News media)
Matt Van Vleet, 509-344-5912
or
(Interim CFO)
John Hunter , 509-344-5947
or
(Investors)
Sean Butson (IR Sense), 509-344-5906