UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  x                            Filed by a Party other than the Registrant  ¨

Check the appropriate box:

Resolute Forest Products Inc.

111 Duke Street, Suite 5000

Montréal, Québec

Canada H3C 2M1

April 4, 201410, 2015

Dear Stockholder:

We cordially invite you to attend the annual meeting of stockholders of Resolute Forest Products Inc. on Friday, May 23, 2014,29, 2015, at 10:00 a.m. (Eastern), in the Oglethorpe Room at the Centre for Conservation of Boreal BiodiversityAugusta Marriott at the Convention Center, 2 Tenth Street, in Saint-Félicien, Québec, Canada.Augusta, Georgia, United States. The accompanying notice of annual meeting and proxy statement contain the details of the business to be conducted at the meeting.

In addition to the formal items of business to be brought before the meeting, we will report on our business and respond to stockholder questions.

Whether or not you plan to attend, you can ensure that your shares are represented at the meeting by promptly voting and submitting your proxy by telephone or by Internet or by completing, signing, dating and returning your proxy form in the enclosed envelope.

Resolute’s annual report for 20132014 is included in this package, and we urge you to read it carefully.

We look forward to seeing you at the annual meeting.

Sincerely,

Richard Garneau

President and chief executive officer

Bradley P. Martin

Chair of the board

Resolute Forest Products Inc.

111 Duke Street, Suite 5000

Montréal, Québec

Canada H3C 2M1

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 23, 201429, 2015

April 4, 201410, 2015

Dear Stockholder:

The 20142015 annual meeting of stockholders of Resolute Forest Products Inc. will be held on Friday, May 23, 2014,29, 2015, at 10:00 a.m. (Eastern), in the Oglethorpe Room at the Centre for Conservation of Boreal BiodiversityAugusta Marriott at the Convention Center, 2 Tenth Street, in Saint-Félicien, Québec, Canada,Augusta, Georgia, United States, for the purpose of voting on the following matters:

The record date for the determination of the stockholders entitled to vote at our annual meeting, and any adjournment or postponement thereof, is the close of business on April 3, 2014.9, 2015.

Important notice regarding the availability of proxy materials for the annual meeting of stockholders to be held on May 23, 2014:29, 2015:

The proxy statement and our 20132014 annual report are available at http:// www.edocumentview.com/RFP.

By order of the board of directors,

Jacques P. Vachon

Corporate secretary

April 4, 201410, 2015 Montréal, Québec, Canada

TABLEOF CONTENTS

PROXY STATEMENT

This proxy statement is furnished in connection with the solicitation of proxies by Resolute Forest Products Inc. on behalf of our board of directors for the 20142015 annual meeting of stockholders. The annual meeting will be held on Friday, May 23, 2014,29, 2015, at 10:00 a.m. (Eastern), in the Oglethorpe Room at the Centre for Conservation of Boreal BiodiversityAugusta Marriott at the Convention Center, 2 Tenth Street, in Saint-Félicien, Québec, Canada.Augusta, Georgia, United States. Proxy materials for the annual meeting are being mailed or will be made available on or about April 4, 2014.24, 2015.

When we use the terms “Resolute,” “the Company,” “we,” “us” and “our,” we mean Resolute Forest Products Inc., a Delaware corporation, and its consolidated subsidiaries, unless the context indicates otherwise.

QUESTIONSAND ANSWERS ABOUTTHE ANNUAL GENERAL MEETINGAND VOTING

Who is entitled to vote at the annual meeting?

Owners of Resolute’s common stock at the close of business on April 3, 2014,9, 2015, the record date for the annual meeting, are entitled to receive the notice of annual meeting and to vote their shares at the meeting. On that date, there were 94,579,23194,789,512 shares of common stock outstanding and entitled to vote and there were 3,5053,241 holders of record. Each share of common stock is entitled to one vote for each matter to be voted on at the annual meeting.

What is the difference between holding shares as a stockholder of record and through an intermediary?

You are a stockholder of record if you own shares of common stock that are registered in your name with our transfer agent, Computershare Trust Company, N.A. If you are a stockholder of record, the transfer agent is sending these proxy materials to you directly.

If you hold shares of common stock indirectly through a broker, bank or similar institution (which we refer to as an “intermediary institution”), you are a “street name” holder and these materials are being sent to you by the intermediary institution through which you hold your shares. If you provide specific voting instructions by mail, telephone or the Internet, your intermediary institution will vote your shares as you have directed.

What do I need to do to attend the annual meeting?

Attendance at the annual meeting is generally limited to our stockholders and their authorized representatives. All stockholders must bring an acceptable form of identification, like a driver’s license, to attend the meeting in person. If you hold your shares in street name and you plan to attend the annual meeting, you must bring an account statement or other suitable evidence that you held shares of common stock as of the record date to be admitted to the meeting. For directions to the annual meeting, you may contact our investor relations department by following the instructions on our website at www.resolutefp.com/investors.

Any representative of a stockholder who wishes to attend must present acceptable documentation evidencing his or her authority, suitable evidence of ownership by the stockholder of common stock as described above and an acceptable form of identification. We reserve the right to limit the number of representatives for any stockholder who may attend the meeting.

What methods can I use to vote?

If you are a registered holder, you may vote:

vote their shares and to confirm that their instructions have been recorded properly. Voting will be open 24 hours a day, 7 days a week, but proxies submitted using these methods must be received by 1:00 a.m. (Central) on May 23, 2014.29, 2015.

If you are a street name holder, you may vote:

What is a broker non-vote?

If you are a street name holder, you must instruct your intermediary institution how to vote your shares. If you do not, your shares will not be voted on any proposal for which the broker does not have discretionary authority to vote, which is referred to as a “broker non-vote.” In these cases, the broker can register your shares as being “present and entitled to vote” for purposes of determining the quorum but will not be able to vote on those matters for which specific authorization is required under the rules of the New York Stock Exchange, or “NYSE”. Under those rules, your intermediary institution has discretionary voting authority to vote your shares on the ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm, even if it does not receive voting instructions from you. But the election of directors, and the advisory say-on-pay vote and the re-approval of the material terms of the performance goals are non-discretionary items, and they may not be voted upon by your broker without specific voting instructions from you. Accordingly, your shares would not be voted on these matters.

Is there a list of stockholders entitled to vote at the annual meeting?

A list of stockholders of record entitled to vote at the meeting will be available for inspection at the meeting and for the ten days before the meeting for any purpose germane to the meeting during ordinary business hours at Resolute Forest Products Inc., 111 Duke Street, Suite 5000, Montréal, Québec, Canada H3C 2M1, from May 13, 2014,19, 2015, through May 22, 2014.28, 2015.

What is the quorum for the annual meeting?

The presence of the holders of shares of common stock representing at least one-third of the voting power of all common stock issued and outstanding and entitled to vote at the meeting, in person or by proxy, is necessary to constitute a quorum for the transaction of business at the annual meeting. Abstentions and broker non-votes are considered present for purposes of determining a quorum.

How will my shares be voted at the annual meeting?

At the meeting, the persons named in the proxy card or, if applicable, their substitute(s) will vote your shares as you instruct. If you sign your proxy card and return it without indicating how you would like to vote your shares, your shares will be voted:

Can I revoke my proxy?

If you are a stockholder of record, you can revoke your proxy before it is exercised by:

If you are a street name holder, you can submit new voting instructions by contacting your intermediary institution. All shares for which proxies have been properly submitted and not revoked will be voted at the annual meeting.

What are the voting requirements for the approval of each matter presented at the annual meeting?

Will my vote be confidential?

Yes. We have a policy of confidentiality in the voting of stockholder proxies. Individual stockholder votes are kept confidential, unless disclosure is necessary to meet applicable legal requirements to assert or defend claims for or against the Company or made during a contested proxy solicitation, tender offer or other change of control situation.

Who will pay for the cost of this proxy solicitation?

We will pay the cost of soliciting proxies for the annual meeting. In addition to the solicitation of proxies by mail, solicitation may be made by certain of our directors, officers or employees telephonically, electronically or by other means of communication. Our directors, officers and employees will receive no additional compensation for any such solicitation. We will reimburse brokers and other similar institutions for costs incurred by them in mailing proxy materials to beneficial owners.

What information is available via the Internet?

These documents can be found at www.edocumentview.com/RFP:

What should I do if I receive more than one set of voting materials?

You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a stockholder of record and your shares are registered in more than one name, you may receive more than one proxy card. Please complete, sign, date and return by mail, or submit via the Internet or by telephone, each proxy card and voting instruction card you receive. If you would like to consolidate multiple accounts at our transfer agent, please contact Computershare Trust Company, N.A. at (866) 820-6919 (toll free for Canada and the U.S.) or (781) 575-3100.

What is “householding” and how does it affect me?

We have adopted a procedure, approved by the Securities and Exchange Commission, or the “SEC,” called “householding,” pursuant to which stockholders of record who have the same address and last name and do not participate in electronic delivery of proxy materials will receive only one copy of the notice of annual meeting, proxy statement and our 20132014 annual report, unless we are notified that one or more of these stockholders wishes to continue receiving individual copies. This procedure will reduce our printing costs and postage fees.

Stockholders who participate in householding will continue to receive separate proxy cards. Householding would not in any way affect dividend check mailings, if any. If you participate in householding and wish to receive a separate copy of this notice of annual meeting and proxy statement, or if you do not wish to continue to participate in householding and prefer to receive separate copies of these documents in the future, please contact our transfer agent. If you are a street name holder, you can request information about householding from your intermediary institution.

CORPORATE GOVERNANCEAND BOARD MATTERS

Corporate Governance Principles

The board has adopted a formal set of corporate governance principles and practices, which we refer to as the “corporate“corporate governance principles.principles.” The purpose of the corporate governance principles, which are available on our website (www.resolutefp.com/About_Us/Corporate_Governance)about_us/corporate_governance), is to provide a structure within which directors and management can effectively pursue the Company’s objectives for the benefit of stockholders and within which directors can supervise Company management.the management of the Company. The corporate governance principles are guidelines intended to serve as a flexible framework within which the board may conduct its business, and not as a set of legally binding obligations.

The corporate governance principles outline the board’s responsibilities and the interplay among the board and its committees in furthering the Company’s overall objectives. The corporate governance principles note the board’s role in advising management on significant issues facing the Company and in reviewing and approving significant actions. In addition, the corporate governance principles highlight the principal roles of certain committees of the board, including:

Our corporate governance principles also include, among other things:

Director Independence

The Company’s corporate governance principles also include standards concerning the independence of board members. Those standards are designed to comply with those established by the SEC and the NYSE. They include the following:

On the basis of information solicited from each director, and upon the advice and recommendation of our human resources and compensation/nominating and governance committee, the board has determined that 7seven out of the Company’s 9nine incumbent directors are independent, as defined in the NYSE’s corporate governance standards and our by-laws, namely: Michel P. Desbiens, Jennifer C. Dolan, Richard D. Falconer, Jeffrey A. Hearn, Alain Rhéaume, Michael S. Rousseau and David H. Wilkins.

In determining Mr. Hearn’s independence, both the human resources and compensation/nominating and governance committee and the full board considered that Mr. Hearn was engaged to provide consulting services on strategic projects being evaluated by the Company. The human resources and compensation/nominating and governance committee and the full board concluded that the limited nature of the services provided and the amounts paid to Mr. Hearn for such services (which did not exceed $10,000 in the aggregate in 2014) were not material and did not impair Mr. Hearn’s independence.

The board has also determined that each member of the audit committee and the human resources and compensation/nominating and governance committee satisfies the requirements for independence, including the additional independence standards under NYSE rules for audit committee members and compensation committee members. As part of these determinations, which included considering the relationships described below underRelated Party Transactions, as applicable, and the categories of relationships below, the board determined that none of the independent directors has a direct or indirect material relationship with the Company other than as a director, or any relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Our corporate governance principles reflect the board’s determination that the following categories of relationships alone are not material and will not impair a director’s independence:

The board, acting through the disinterested directors, considered the transaction described underRelated Party Transactions below and determined that it was in compliance with the guidelines. The human resources and compensation/nominating and governance committee, in consultation with the audit committee when appropriate, is responsible for reviewing and overseeing related party transactions and conflicts of interest situations involving the Company, its directors, executive officers, the chief accounting officer, and related parties.

Code of Conduct

We have adopted a written code of business conduct that applies to all hourly and salaried employees, including our president and chief executive officer, chief financial officer and chief accounting officer, and to Company directors. The code of business conduct establishes the fundamental ethical values and standards the Company expects in the work and business activities of its employees, officers and directors. Hourly employees will be covered by the code of business conduct, which was recently amended, as of July 1, 2014, and will remain subject to the previous code until then.

Among other things, the code of business conduct requires that each employee and officer disclose any actual, potential or apparent conflict of interest in the manner set out in the code.

The Company’s corporate governance principles describe the policy concerning the disclosure, review and approval of conflicts of interest or related party transactions with respect to directors. The corporate governance guidelines,principles, together with the code of business conduct, provide guidance to directors in handling unforeseen situations as they arise, and they provide that each director:

The code of business conduct is available on our website (www.resolutefp.com/about_us/corporate_governance). The Company will post on its website any waiver or amendment to the code of business conduct.

Board Leadership Structure; Communication with Independent Directors

The Company’s business is managed under the direction of the board, with the board delegating the management of the Company to the president and chief executive officer, working with other executive officers, in a manner consistent with the Company’s objectives and in accordance with its by-laws. This delegation of authority is not intended to minimize the board’s supervisory duties, as more fully set forth in our corporate governance principles.

As board chair, Mr. Martin presides over board meetings. Because he is not considered an independent director, pursuant to our by-laws, a majority of the independent board members selected Mr. Rhéaume, an independent director, to serve as the board’s lead director. His responsibilities as such include, among other things, chairing any meeting of the independent directors in executive session.

WhileAs indicated in the Company doescompany’s corporate governance principles, it is the company’s current intent that the chair not have a written policy onalso concurrently hold the matter, the board has separatedposition of chief executive officer and, accordingly, the positions of chairman and chief executive officer.are separated. This allows the chief executive officer to focus on managing the Company, and the chairman,chair, together with the lead director, to lead the board in providing advice to, and independent oversight of, management. We believe that this structure recognizes the time and effort that our chief executive officer is called to devote to his position, and facilitates the independent functioning of the board, thus enhancing the fulfillment of its oversight responsibilities, and setting the tone for the board in fostering ethical and responsible decision-making and sound corporate governance practices.

Stockholders and other interested persons that would like to communicate with the independent directors may send an e-mail to independentdirectors@resolutefp.com or send a written communication to: Resolute Forest Products Inc. Independent Directors, c/o Resolute Forest Products Corporate Secretary, 111 Duke Street, Suite 5000, Montréal, Québec, Canada, H3C 2M1. The Company’s corporate secretary will forward those communications to the intended recipients and will retain copies for the Company’s records.

Regardless of the method of communication, no message will be screened or edited before it is delivered to the intended recipient(s), who will determine whether to relay the message to other members of the board.

Board’s Role in Risk Oversight

Management is responsible for assessing and managing risk, subject to oversight by our board. The board executes its oversight responsibility for risk assessment and risk management directly through its committees, as follows:

•

Human resources and compensation/nominating and governance committee. The human resources and compensation/nominating and governance committee assists the board in discharging its responsibilities with respect to human resources strategy, policies and programs and matters relating to the use of human resources and also assists the board in fulfilling its responsibilities to ensure that the Company is governed in a manner consistent with its by-laws and in the best interests of its stockholders. The human resources and compensation/nominating and governance committee also considers the impact of the Company’s executive compensation program and the incentives created by the compensation awards on the Company’s risk profile, and reviews all of the Company’s compensation policies and procedures, including the incentives that they create and factors that may reduce the likelihood of excessive risk taking, to determine whether they present a significant risk to the Company. The board believes that these roles are important in managing the Company’s reputational risk.

The board does not view risk in isolation. Risks are considered in virtually every business decision, including those related to the Company’s strategic plan and capital structure.

Director Qualifications and Nomination Process

We believe that each director should possess high personal and professional ethics, integrity and values, an inquiring and independent mind as well as practical wisdom, vision and mature judgment. He or she should also have substantial training and experience at the policy-making level in business, government, or education and/or expertise that is useful to the Company and complementary to the background and experience of other board members, so that an optimum balance of expertise among members on the board can be achieved and maintained.

In light of other business and personal commitments, he or she should also be willing and able to devote the required amount of time to diligently fulfill the duties and responsibilities of board membership, and be committed to serve on the board over a period of years to develop knowledge about the Company’s operations.

With respect to the human resources and compensation/nominating and governance committee’s evaluation of nominee candidates, including those recommended by stockholders, the committee has no formal requirement or minimum standard for the evaluation of nominees. Rather, the committee considers each candidate on his or her own merits. But in evaluating candidates, some of the specific areas of expertise and experience that we believe to be important in light of our business are listed below; ideally, these areas should be represented by at least one board member:

The applicable aspects of each director’s experience, qualifications and skills that the board considered in their nomination in light of the foregoing are included in their individual biographies below. It is also desirable that each member of the board has recent experience as a member of the board of at least one other company, preferably a public company.

TheWhile the board does not have a specificformal written diversity policy, but considersthe board and the human resources and compensation/nominating and governance committee advocate diversity of race, ethnicity, gender, age, cultural background and professional experiences in evaluating candidates.the broadest sense. Diversity is important because we believe a variety of points of view contribute to a more effective decision-making process. Although not specified in the charter, the human resources and compensation/nominating and governance committee actively seeks out a broad pool of candidates for board positions from diverse ethnic, race, gender and cultural background.

Stockholders who wish to submit director candidates for consideration by our human resources and compensation/nominating and governance committee at the 20152016 annual meeting may do so by submitting in writing such candidates’ names, in compliance with the procedures and along with the other information required by our by-laws, to the corporate secretary, Resolute Forest Products, 111 Duke Street, Suite 5000, Montréal, Québec, Canada H3C 2M1, no earlier than February 22, 2015,29, 2016, and no later than March 24, 2015.30, 2016.

Meetings and Committees

The board met nine times in 2013.2014. No incumbent director attended fewer than 75%100% of the regular and special meetings of the board and the committees on which the director sits, except that Mr. Desbiens, director since the 2013 annual meeting of stockholders, missed one set of meetings following a surgery, and as a result missed one board and two committee meetings of his only eight board and committee meetings.sits.

We expect each director to attend all regular board meetings, all meetings of the committee(s) on which the director sits and all annual and special meetings of stockholders. All the incumbent directors attended last year’s annual meeting of stockholders.

The board has adopted a written charter for each of its four standing committees: the audit committee, the human resources and compensation/nominating and governance committee, the environmental health and safety committee and the finance committee. Each committee’s charter is available on our website at www.resolutefp.com/about_us/corporate_governance.

Audit Committee

The members of the audit committee are: Jennifer C. Dolan, Richard D. Falconer, Alain Rhéaume (chair) and Michael S. Rousseau. The board has determined that each member of the audit committee is “independent” in accordance with the NYSE’s corporate governance standards, our by-laws and rule 10A-3 promulgated pursuant to the Securities Exchange Act of 1934, as amended, or the “Exchange ActAct..” The board has determined that each member qualified as an “audit committee financial expert” in accordance with SEC rules.

The audit committee oversees our financial reporting, internal controls and audit function process on behalf of the board. Its purposes and responsibilities include:

The audit committee met 11ten times in 2013.2014.

Environmental, Health and Safety Committee

The members of the environmental, health and safety committee are: Michel P. Desbiens, Jeffrey A. Hearn (chair), Richard D. Falconer, Bradley P. Martin and David H. Wilkins. The environmental, health and safety committee monitors the policies, management systems and performance of the Company’s environmental and occupational health and safety matters on behalf of the board.

The primary responsibilities of the environmental, health and safety committee include:

The environmental, health and safety committee met four times in 2013.2014.

Finance Committee

The members of the finance committee are: Michel P. Desbiens, Richard D. Falconer (chair), Bradley P. Martin and Alain Rhéaume. The primary responsibilities of the finance committee include:

Our finance committee met sixfour times in 2013.2014.

Human Resources and Compensation/Nominating and Governance Committee

The members of the human resources and compensation/nominating and governance committee are: Jennifer C. Dolan, Jeffrey A. Hearn, Michael S. Rousseau (chair) and David H. Wilkins. The human resources and compensation/nominating and governance committee’s primary responsibilities include:

The human resources and compensation/nominating and governance committee met sixfive times in 2013.2014.

Director Compensation

Director Compensation for 20132014

1.	Retainer fees of all directors were payable in cash, except those of Messrs. Falconer and Martin, who elected to defer $45,000 and $175,000,$225,000, respectively, of their fees under the Resolute Forest Products Outside Director Deferred Compensation Plan or“director deferred compensation plan”.

calendar quarter of 2013. Ms. Dolan’s and Mr. Desbiens’s 2013 equity awards were granted on August 7, 2013, following their election to the board on May 16, 2013, and had an aggregate grant date fair value of $37,500 under FASB ASC Topic 718 and covering 2,835 shares of Company common stock (determined by dividing the award value by the arithmetic mean of the high and low prices per share at which the Company’s common stock was traded on the NYSE on August 6, 2013, or $13.23), subject to the equity incentive plan. Ms. Dolan’s and Mr. Desbiens’s award vested in 50% tranches on the last day of the third and fourth calendar quarters of 2013.2014. As of December 31, 2013,2014, the 20132014 equity awards for all directors were fully vested. Each director’s vested equity awards other than for Ms. Dolan and for Mr. Desbiensaward had a fair market value of $87,453$68,186 on December 31, 20132014 (based on the per-share closing trading price on the NYSE of shares of the Company’s common stock on December 31, 2013,2014, or $16.02. Ms. Dolan’s and Mr. Desbiens’s vested equity awards each had a fair market value of $45,417 on December 31, 2013.$17.61).

Standard Compensation Arrangement

Cash Component

Compensation payable to the non-employee directors is based on an annual retainer fee, payable in cash in equal quarterly installments. The annual retainer fee has remained unchanged since 2011 at $75,000. In recognition of their added responsibilities,accountabilities, the board chair, lead director and committee chairs receive additional annual fees, payable in cash in equal quarterly installments. The additional annual fees also remained unchanged since 2011

at $150,000 for the board chair, $25,000 for the audit committee chair and $15,000 for the other committee chairs. The lead director a new position in 2013, receives an additional annual fee of $20,000. The Company reimburses all directors for reasonable expenses incurred in connection with attending board and committee meetings.

Resolute Forest Products Outside Director Deferred Compensation Plan

Non-employee directors had an opportunity to defer all or a portion of their cash fees under the director deferred compensation plan. Fees deferred pursuant to the director deferred compensation plan are credited as DSUs for Canadian directors and as RSUs for U.S. directors. DSUs and RSUs have an initial value equal to the fair market value of the Company’s common stock on the trading day immediately before the date they are credited, and their value is always tied to the value of the Company’s common stock. The number of deferred compensation DSUs and RSUs is determined by dividing 110% of the amount of fees deferred by the fair market value of the Company’s common stock on the trading day immediately before the date the fees would otherwise be paid, resulting in a 10% incentive (referred to in the director deferred compensation plan as the “premium stock units”). DSUs and RSUsPremium stock units credited in respect of this incentive vest over three calendar years. Premium stock units also become fully vested upon a termination of board service for any reason other than “cause.” Non-premium DSUs and RSUs are always fully vested. DSUs are payable in cash upon the earlier of termination of board service or death, subject to vesting of the premium DSUs. For a Canadian director who is not subject to Section 409A of the U.S. Internal Revenue Code, the “Code,” vested DSUs are paid on December 15 of the calendar year following the calendar year of a termination of board service, unless the director provides advance written notice specifying an earlier settlement date. Vested DSUs are paid as soon as administratively feasible after a termination of board service by a Canadian director who is subject to Code Section 409A. RSUs are also paid in cash, but generally in three installments over the first three calendar years following the calendar year in which the RSUs were awarded, subject to vesting of the premium RSUs. Payment of the vested RSUs is accelerated in the case of a termination of board service before one or more scheduled payment dates.

Equity Component

In addition to the cash component of the directors’ compensation, to ensure the directors’ interests are aligned with those of the stockholders, we grant annual equity-based awards to each director. The 20132014 annual equity award was granted on February 18, 2013.11, 2014. The Human Resources and Compensation/Nominating and Governance Committee (“compensation committee”) adheres to a policy that sets the annual grant date for director equity awards as the fourth trading date after the release of fourth quarter earnings.

The 20132014 annual equity award and its terms are highlighted in the table above and the accompanying footnotes. In addition to the terms noted above, the terms of the 20132014 equity awards also include conditions for accelerated vesting upon death, disability, or failure to be re-elected as a director or mandatory retirement. Because Ms. Dolan’s and Mr. Desbiens’s grants were not made until August 2013 following their initial election to the board of directors on May 16, 2013, their awards do not contain accelerated vesting in the case of a failure to be re-elected as a director or mandatory retirement. While it is the Company’s current practice to provide for acceleratedpro rata vesting of equity in the year a director’s board service terminates (except for cause), the Company did allow Mr. Evans to continue vesting in his 2013 equity award following his retirement in recognition of his service to the Company since emergence and for his continued service in 2013 as a special advisor to Mr. Garneau. In the event that a director’s service on the board is terminated for “cause,” all of his DSUs or RSUs, as applicable, will be forfeited, including any DSUs or RSUs that were vested but unsettled. Vested DSUs granted to each Canadian director are settled in Company stock upon the earliest of a director’s termination of service, death or disability. Vested RSUs granted to each U.S. director are settled in Company stock in one-third increments on March 31 of 2014, 2015, 2016 and 2016,2017, with accelerated settlement in the event of a director’s termination of service, death or disability.

Under the terms of the 20132014 equity awards, “cause” means a director’s (i) commission of a felony or a crime involving moral turpitude, or other material act or omission involving dishonesty or fraud, (ii) engaging in conduct that would bring or is reasonably likely to bring the Company or any of its affiliates or subsidiaries into

public disgrace or disrepute, or that would affect the Company’s or any affiliate’s or subsidiary’s business in any material way, (iii) failure to perform duties as reasonably directed by the Company (which, if reasonably curable, is not cured within 10 days after notice thereof is provided to the director), or (iv) gross negligence, willful malfeasance or a material act of disloyalty or other breach of fiduciary duty with respect to the Company, its affiliates or subsidiaries (which, if reasonably curable, is not cured within 10 days after notice is provided to the director).

The following table shows the total outstanding awards held by the directors at December 31, 2013.2014. The option award represents the award granted to all directors except Ms. Dolan and Mr.Messrs. Desbiens and Martin upon the Company’s emergence from creditor protection proceedings. It was a one-time option grant and is not a part of the directors’ annual compensation program. The remaining awards were in the form of DSUs for Canadian directors and RSUs for U.S. directors.

Stock Ownership Guidelines

We have established stock ownership guidelines for directors to ensure that they are also stockholders, thereby aligning their interests with those of other Company stockholders. Under the guidelines, each director must own shares of Company stock equal to three times the annual cash retainer fee ($225,000 in total as of December 31, 2013)2014). For purposes of the guidelines, all shares directly owned and deferred stock units (whether DSUs or RSUs and whether vested or unvested) are included in the calculation. Unexercised stock options are not included in the calculation. Until the stock ownership requirement is met, the guidelines require directors to hold all shares received upon settlement of stock units (excluding shares withheld for taxes) and a number of shares equal to 50% of any gain realized upon option exercise. To determine whether a director has met the stock ownership requirement, the shares held by each director will be calculated on the basis of fair market value of the common stock at the time of measurement. As of December 31, 2013, Mr.2014, Messrs. Falconer, andHearn, Mr. Martin, Rhéaume, Rousseau and Wilkins own sufficient shares

to meet the stock ownership requirement, based on the per-share closing price of $16.02.$17.61. The remaining directors, Ms. Dolan and Mr. Desbiens, continue to hold their shares pursuant to the guidelines, but had not yet met the stock ownership requirement as of December 31, 2013. The stock ownership requirements for all directors, except Ms. Dolan and Mr. Desbiens, are met upon a stock price of $17.23 or greater.2014 given their shorter tenure on the board.

RELATED PARTY TRANSACTIONS

The Company’s corporate governance principles provide the framework under which we consider “related party transactions,” which are generally relationships and transactions involving more than $120,000 in any fiscal year in which the Company is a participant and in which any director, executive officer, holder of more than 5% of our outstanding common stock or any of their immediate family members has a direct or indirect material interest. The human resources and compensation/nominating and governance committee, in consultation with the audit committee when appropriate, is responsible for implementing and overseeing policies and procedures for related party transactions and conflict of interest situations, and also reviews all related party transactions or potential conflict of interest situations involving the Company, its directors, executive officers, the chief accounting officer and related parties.persons. The board may also create special independent committees from time to time to review certain transactions, including related party transactions. The corporate governance principles provide that directors may not enter into a transaction with the Company without first disclosing the transaction and obtaining advance approval by the board and the human resources and compensation/nominating and governance committee, and the director must recuse himself or herself from board consideration and decision on any such transaction.

Richard GarneauAccording to a Schedule 13G filing made with the SEC, BlackRock, Inc. was a holder of more than 5% of our outstanding common stock as of December 31, 2014. Under a previously established business relationship, BlackRock Asset Management Canada Limited, a subsidiary of BlackRock, Inc., provided investment management services for the benefit of our pension plans. In 2014, we paid BlackRock approximately $350,000 (converted from Canadian dollars to U.S. dollars based on the average exchange rate for 2014, or $0.9056) in fees for providing such investment management services. The engagement of BlackRock has been our chief executive officer since January of 2011 and a director since June of 2010. Mr. Garneau’s brother, Julien Garneau, is maintenance superintendant at one of our mills. His total compensation in 2013 was approximately $125,000, including salary, benefits, pension contributions, paymenton terms no more favourable to it than terms that would be available to unaffiliated third parties under the 2013 short-term incentive plan and fees earned as a consultant before becoming a full-time employee.

The board, or the human resources and compensation/nominating and governance committee, acting only through disinterested directors, considered this related party transaction and determined that it was in compliance with our corporate governance principles. There was no other transaction during 2013 in which the Company or any of its subsidiaries was a participant, the amount involved exceeded over $120,000, and any director, director nominee, executive officer or any of their immediate family members had a direct or indirect material interest reportable under applicable SEC rules, nor is there any currently proposed.similar circumstances.

EXECUTIVE COMPENSATION

Compensation Discussion & Analysis

Executive Summary

This Compensation Discussion and Analysis, or “CD&A,” summarizes our executive compensation philosophy and programs, the decisions made under those programs and changes made to reflect our business objectives. While the executive compensation program is generally applicable to the president and chief executive officer and all senior vice presidents, this CD&A focuses on the compensation of our “named executive officers” for 2013:2014:

The only change toMr. Tremblay joined the Company’s executive team during 2013 was Mr. Boivin’s resignation from his positionFebruary 5, 2014 along with André Piché, each as senior vice president, pulp and paper operations. Messrs. Tremblay and Piché served as interim senior vice president, pulp and paper operations, effectivesucceeding the prior senior vice president, pulp and paper operations, who stepped down on November 1, 2013. He servedMr. Tremblay shares oversight of the Company’s pulp and paper operations with Mr. Piché and reports to Mr. Garneau.

The human resources and compensation/nominating and governance committee (referred to as a special advisor to the president and chief executive officer from November 1, 2013 through his retirement on December 31, 2013.

With certain refinements in 2012 and 2013, the compensation committee has maintained in this Executive Compensation section) made the following changes to the executive compensation program structure described in this CD&A since 2011. In 2012, the compensation committee adopted a number of best practices, including a more formal risk assessment process for its compensation program and enhancements to its insider trading policies.2014:

In 2013, the compensation committee continued to refine its best practices. Specifically, it:

Objectives

Our executive compensation program is designed to meet the following objectives:

Executive Compensation Process

The compensation committee independently assesses the performance goals and objectives of the president and chief executive officer and makes recommendations to the board as to the amounts and individual elements of his total compensation. The independent directors of the board ultimately approve the final compensation package for the president and chief executive officer. For the senior vice presidents, the compensation committee evaluates and approves all elements of total compensation.

Consistent with its authority under its charter, the compensation committee selects and retains its own independent advisors to provide guidance on the competitiveness and appropriateness of the compensation programs for the president and chief executive officer and all senior vice presidents. For 2013,2014, the compensation committee retained Hugessen Consulting to provide this advice. Management recommended to the compensation committee to retain a new advisor following Towers Watson’s retention for administration of the Company’s U.S. retirement plans and investment consulting advice. To maintain the desired level of independence of its compensation advisors, the compensation committee hired Hugessen Consulting as it provides no other services to the Company. The compensation committee continues to purchase data on compensation practices from Towers Watson as Hugessen Consulting does not maintain these databases. In 2013,2014, Hugessen Consulting’s aggregate fees were $88,408.$39,873 (converted from Canadian dollars to U.S. dollars based on the average exchange rate for 2014, or $0.9056).

As more fully described below, Hugessen Consulting assisted the compensation committee in reviewing and re-evaluating the Company’s comparator groups, benchmarking certain elements of the executive compensation program against this group,the Company’s comparator groups (described below) and advising on the risk elements of the program. Hugessen also provided management advice on these matters, as directed by the chair of the compensation committee. While internal and external information and advice have been used in the ongoing assessment of the executive compensation programs, the compensation committee and the independent members of the board retained the full responsibility for all decisions related to the Company’s compensation programs and plans as well as their implementation.

To this end, the compensation committee evaluates total direct compensation (comprising base salary and short-term and long-term incentives) against the median level of the company’sCompany’s comparator groups. It makes its compensation decisions on various elements at different times in the year. In year:

20132014 Say-on-Pay Vote

Stockholders approved our executive compensation with over 99% of the votes cast in favor of the non-binding resolution approving executive compensation, or the “say-on-pay” vote, at the 20132014 annual meeting of stockholders.

Setting Compensation Levels - Levels—Benchmarking Data

Our executive compensation structure adheres to a pay-for-performance framework with a mix of cash and non-cash elements. There is no formal policy for allocating a certain percentage of pay between cash and non-cash or short-term or long-term pay. The compensation committee favors a mix that is more weighted to variable pay

through a short-term cash incentive and a long-term, equity incentive, which puts a significant portion of compensation at-risk. The following shows the intended mix for the three main elements of pay which remained the same as the previous two years. To determine thesince 2011. The weighted mix, certain assumptions were used:as shown below, is based on the following assumptions: (i) base salary is the salary in effect at December 31, 2013;2014; (ii) the 20132014 STIP at target payout of 100% of base salary, andsalary; (iii) the value of the annual equity grants (described below) is based on 125% of base salary (225% for the president and chief executive officer).; and (iv) parity between the Canadian and U.S. dollars.

The compensation committee annually reviews market data for the president and chief executive officer and all senior vice presidents to assess the competitiveness of their aggregate total direct compensation (base salary, target short-term incentive and long-term incentives) and each element individually. In June 2013,2014, the compensation committee conducted this review using two comparator groups. The primary comparator group consisted of 1110 industry peers (“industry comparator group”). The second comparator group consisted of a blend of 14 Canadian companies and 38 U.S. companies that were part of Towers Watson’sWatson��s databank and selected based on industry (the forest and paper products industry) and revenues in certain commodity and other industrial industries (“blended comparator group”). Three companies appeared in both the Canadian and U.S. company comparator groups. The 38 U.S. companies in the blended comparator group also included four of the industry comparator group companies.

In June 2013, the compensationThe committee with assistanceeliminated Boise Inc. from Hugessen Consulting, re-evaluated the industry comparator group and decided to replace International Paper Company with Cascades Inc. This change limited the revenue rangefor 2014 because of its 2013 acquisition by Packaging Corporation of America. Otherwise, the industry comparator group and maintained a Canadian company presence. As a result,for 2014 was the same as for 2013 the industry comparator group,and is comprised of ninethe following eight U.S. companies and two Canadian companies in the pulp and paper, wood products and packaging sectors, was:sectors:

While total direct compensation for each named executive officer was compared against both comparator groups, the compensation committee assessed compensation adjustments against the industry comparator group for the following positions: president and chief executive officer; senior vice president, pulp and paper operations; and senior vice president, wood products, procurement and information technology. The industry comparator group was appropriate for these positions because the positions require specific knowledge of the forest products industry to implement the Company’s strategic plans. When benchmarking to the industry comparator group, the

position for the president and chief executive officer was matched with the chief executive officer at the comparator companies. The senior vice president, pulp and paper operations and senior vice president, wood products, procurement and information technology were matched with the next two highest paid named executive officers (after the chief executive officer and chief financial officer) among the comparator companies.companies as well as on position.

The blended comparator group was used for the following positions: senior vice president and chief financial officer; senior vice president, pulp and paper sales and marketing;officer and senior vice president, corporate affairs and chief legal officer. Theseofficer because these positions perform corporate functions and have a skill set that is transferable across industries; asindustries. As a result, the blended comparator group was appropriate for these positions.this position. When benchmarking to the blended comparator group, the comparison was made based on job description.

The following chart shows the resulting comparisons against the respective comparator group, using salary levels in effect before the June 20132014 base salary adjustments described further below under “Base Salary.”Base Salary.

Elements of Our Executive Compensation Program

The following highlights the elements of the Company’s executive compensation program and the basis for the elements:

Total Direct Compensation

Indirect Compensation

Program

Base Salary

Annual Incentive Compensation

Long-term Incentive

DC Make-Up Program

Perquisites and General Benefits

Program

Base Salary

Annual Incentive Compensation (STIP)

Long-term Incentive

DC Make-Up Program

Perquisites and General Benefits

Purpose

•     Attracts and retains executives with an assured level of cash   •     Reviewed annually and adjusted for increased responsibilitiesaccountabilities and performance

•     Rewards attainment of specific, measurable and bottom-line oriented company performance measures   •     Set at a percentage of base salary with threshold, target and maximum payout opportunities •     Rewards demonstrated individual effectiveness and remarkable initiatives, namely behaviors that enhance overall corporate performance

•     Motivates and retains executives to achieve long-range goals   •     Aligns executives with shareholder interests   •     Award values based on a target percentage of salary   •     Vests50%/50% mix between RSUs and PSUs •     RSUs vest ratably over 4 years   •     50%/50% mix between stock optionsPSUs payable upon attainment of performance measures and RSUsemployment on vesting date

•     Provides, on a current basis, an amount in cash, equal to the company contributions in excess of statutory limits under the tax-qualified defined contribution plans   •     For Canadian executives, also provides an amount equal to the employer contribution for the STIP, which is not pensionable pursuant to the Canadian registered tax-qualified defined contribution plans   •     Absence of deferral feature and ability to accumulate additional retirement income synchronizes the benefits with those offered to the broader employee group

•     Fixed perquisite allowance to give executives flexibility in selecting perquisites that suit their individual situations   •     Allowance caps the cost of perquisites   •     Tax-equalization program for non-Canadian executives   •     Offers competitive benefits that include benefits offered to all full-time employees

Performance Period

-

1 Year

-3 Years (PSUs)

-

-

Payout Moderately at Risk

Payout Highly at Risk

Base salary

We provide senior management with a level of assured cash compensation in the form of base salary. The compensation committee considers future adjustments in base salary as a result of changes in responsibilitiesaccountabilities and performance or if other circumstances warrant a change in base salary. When assessing the adjustments, the compensation committee also considers the base salary ranges for our comparator groups. The benchmarking data showed that the base salary levels continued to be below the median level, based on the respective comparator group, for all named executive officers except for Ms. Longworth. As noted above, Ms. Longworth’s base salary is above the median level for the blended comparator group.officers.

Following the compensation committee’s review of the benchmarking data and its performance assessment for all named executive officers, the compensation committee recommended, and the independent members of the board approved, effective June 1, 2014, the following base salary adjustments: a 10% base salary increase for Mr. Garneau and a 5%2% base salary increase for Ms. Longworth and Messrs. Boivin and Lafave, and a 2.5% base salary increase for Messrs. Laflamme and Vachon.the other named executive officers.

Base salaries arewere previously established in the currency of each executive officer’s country of residence. Because all namedHowever, the compensation committee recommended and the independent members of the board of directors approved a new currency policy to address currency fluctuations that can impact parity among its executive officersteam, which resides in both Canada and the U.S. It also allows for smoother benchmarking to comparator companies that are residents of Canada, theirpaid in U.S. dollars. Specifically, base salaries weresalary is now established assuming parity in the Canadian and U.S. dollars, with a portion paid in Canadian dollars for 2013. However,and a portion paid in U.S. dollars based on the geographic location of the Company’s pulp and paper production capacity as of the prior December 31. As a result, effective June 1, 2014, 53% of an executive’s salary was paid in Canadian dollars and 47% in U.S. dollars. The numbers shown in the Summary Compensation Table have been converted to U.S. dollars at exchange rates disclosed in the footnotes to the table. For 2015, the portion of base salary paid in Canadian dollars versus U.S. dollars changed slightly to 48% and 52%, respectively, based on the geographic mix of the Company’s pulp and paper production capacity as of December 31, 2014.

20132014 STIP

The annual short-term incentive plan mirrored the 2011 and 2012 design and featured multiple performance measures reflecting the diversity of positions and accountabilities within the Company. Certain measures applied to all eligible employees and other measures were targeted to specific employee groups (corporate, sales and operations). The 2013 STIP awards for all named executive officers were tied tofor the achievement of the following performance measures that reflectedreflect the Company’s business strategy and factors driving shareholder value:

As in 2011 and 2012,past years, the 20132014 STIP did not reward individual performance and instead remained focused on rewarding corporate performance.

The 2014 STIP generally mirrored the 2013 STIP in design and inclusion of multiple performance measures reflecting the diversity of positions and accountabilities within the Company with certain notable changes:

A key feature of the 20132014 STIP balancesbalanced stockholder return with rewarding individuals for achieving our business objectives to improve profits in a challenging and evolving industry.objectives. Specifically, the compensation committee maintains2014 STIP contained an overall limit on the total amount that could be paid to all eligible employees as a short-term cash incentive under the plan even if performance iswas met. This limit

remained set at 7% of free cash flow, which is defined as net cash provided by operating activities, less maintenance, safety and environmental capital expenditures, adjusted for cash reorganization and restructuring costs, accelerated and additional voluntary pension contributioncontributions toward past service and other special items.

For the president and chief executive officer and his direct reports,all senior vice presidents, including all named executive officers, payout levels were established as a percentage of base salary (as in effect on December 31, 2013)2014). No officer or individual was guaranteed a minimum payout under the 20132014 STIP. The 20132014 STIP also provided authority to the compensation committee to adjust or cancel awards under the 20132014 STIP at its discretion.

In establishing the payout percentages, the compensation committee used benchmarking data from its comparator groups. The payout percentages have remained the same as those set forsince the 2011 and 2012 STIP. In general, the target threshold of 100% is above the median for our comparator groups, but, combined with the lower base salary levels in its comparator groups, reflects the compensation committee’s adherence to conditioning a significant portion of pay on Company performance whether short-term or long-term.performance.

The table below sets forth the performance measures approved by the compensation committee for the 20132014 STIP that apply to the named executive officers, the associated weight given to each measure and the business objective to which it relates. These performance measures remained the same as in 2011 and 2012.

All named executive officers other than Mr. Lafave earned a 20132014 STIP award at 48.5%45.75% of their annual base salary based on weighted performance measures. The compensation committee determined that Mr. Lafave earned a 2013 STIP award at 40.8% of his annual base salary based on weighted performance measures, after exercising discretion to increase his award (and that of the sales team). For the profits per metric ton performance measure, achievement for Mr. Lafave is determined on a blended basis of paper sales and pulp sales. As noted below, the compensation committee determined a weighted payout percentage of 5.3% for this measure, which it revised to 19.8%. In evaluating the achievement level of the profits per metric ton performance measure, the compensation committee took into consideration a number of unanticipated factors that contributed to increased manufacturing costs and lower transaction prices. The compensation committee also recognized performance of the sales team on commission costs, market share and improvement of the geographic sales mix. Consequently, the compensation committee recommended, and the board approved, a discretionary adjustment to the STIP awards for sales team members. The adjustment for Mr. Lafave is reflected below in the payout percentages and the dollar amount is shown on the Summary Compensation Table. The overall limit of 7% of free cash flow did not affect 2013impact the 2014 STIP payouts.

1.	Expressed as a percentage of annual base salary.

ForMr. Garneau accepted payment of his 2014 STIP award, which was the firstsecond time he accepted payment of a short-term incentive plan award since Mr. Garneau was appointed president and chief executive officer as of January 1, 2011, Mr. Garneau accepted payment of a short-term incentive plan award.2011. In 2011 and 2012, he declined payment of an aggregate USDU.S. $1,202,712 in STIP awards.

Because total cash compensation for Ms. Longworth, Mr. Laflamme and Mr. Vachon remained well below the median amount for their corresponding position in their respective comparator group, the compensation committee recommended, and the board approved, discretionary adjustments to each officer’sGarneau accepted payment of his 2013 STIP award so that their total cash compensation was increased closer to the applicable median.award.

The compensation committee designed the 20132014 STIP to reward corporate performance only and decided not to have any portion of the 20132014 STIP payable on individual performance measures. In March 2014, the board approvedThe 2015 STIP mirrors the 2014 STIP design, which generally mirrorsfor corporate performance based on the 2013 STIP, but with certain notable changes to the performance measures and their corresponding weighting:

The following compares the 2013 and 2014 STIPsame performance measures and associated weightings:weightings.

Integrated Leadership System

In 2014, the Company launched a strategic organization initiative focused on implementing an integrated leadership system designed to increase organizational capabilities.

The new leadership system is designed to:

By focusing on providing the right tools for individual success, the Company is better equipped to enhance shareholder value, product quality for our consumers, and the health and safety of our employees.

Individual Discretionary Awards

The independent members of the board of directors have historically focused on rewarding corporate performance under the short-term incentive plan. With the implementation of an integrated leadership system, they have decided to exercise their discretion in granting cash awards for individual performance on a limited basis. The awards are discretionary and intended to reward an individual for demonstrating high effectiveness and remarkable initiatives, namely behaviors that enhance overall corporate performance.

Equity Awards

The compensation committee grants equity awards as a long-term incentive and a significant portion of an executive’s total compensation package. With a significant portion of compensation tied to equity, executives can stay focused on maximizing stockholder value over the long term. The size of the equity awards are based on a

percentage of salary. While the compensation committee has discretion to adjust the size of the equity awards for an executive’s performance, the compensation committee chose not to exercise this discretion in respect of the 20132014 annual equity award. In 2011 and 2012, Mr. Garneau requested that the compensation committee not recommend to the board an award for him, each of which would have had a value equal to 225% of his base salary. The compensation committee honored his requests in each of those years. In 2013 and 2014, the compensation committee recommended to the board and the independent members of the board granted Mr. Garneau an annual equity award with a value equal to 225% of his base salary, which he accepted. The independent members of the board granted the other named executive officers equity awards with a value equal to 125% of their base salaries.

The compensation committee favorshas traditionally favored an equity mix of 50% in stock options and 50% in RSUs. Stock options allowallowed executives to share in the appreciation of the stock price and align their interests with shareholders. RSUs provide a greater value to executives and with a 50%/50%50/50 mix, reducesreduced the dilutive effect of options. For 2014, to further align the compensation program with best practices and enhance its pay for performance philosophy, the compensation committee retained the grant of RSUs, but replaced stock options with PSUs. As a result, the 2014 annual equity award consists of an equity mix of 50% in RSUs and 50% in PSUs.

Since 2011, the compensation committee has made an annual equity award grant at its October meeting. This year’s annual equity award was approved with a November 6, 20132014 grant date. The number of RSUs awarded in each annual equity grant was previously determined by dividing 50% of the dollar value of the equity award by the simple arithmetic mean between the highest and lowest prices per share at which our common stock was traded on the New York Stock Exchange on the trading day immediately preceding the grant date. However, for both RSUs and PSUs, the number of RSUs and PSUs awarded under the 2014 annual equity grant was determined by dividing 50% of the dollar value of the equity award by the volume weighted average of the highest and lowest prices per share at which our common stock was traded on the New York Stock Exchange on each of the five business days immediately before the November 6, 2014 grant date.

The compensation committee favors granting the award later in the year to allow the management team to demonstrate performanceeffectiveness before receiving an equity grant. In addition, in 2012, the compensation committee adoptedgrant and has a policy that setsto set the annual grant date for management awards as the fourth trading date after the release of the third quarter earnings. This policy allows the date to be selected in advance without regard to anticipated earnings or other major announcements and as a precaution against potential claims that equity awards are made at a time when the Company and named executive officers are in possession of material non-public information. In 2012 and 2013, the compensation committee policy was to set the annual grant date for management awards as the fourth trading date after the release of the third quarter earnings. With the change to using the five business day period immediately before the grant date, the compensation committee set the grant date for the 2014 annual equity awards as the sixth trading date after the release of the third quarter earnings.

The number of stock options awarded in each named executive officer’s annual equity grant was determined by dividing 50% of the dollar value of the equityRSU award by the Black-Scholes value of an option, reflecting an exercise price equal to the simple arithmetic mean between the highest and lowest prices per share at which our common stock was traded on the New York Stock Exchange on November 5, 2013, the trading day immediately preceding the grant date. The number of RSUs awarded in each annual equity grant was determined by dividing 50% of the dollar value of the equity award by the simple arithmetic mean between the highest and lowest prices per share at which our common stock was traded on the New York Stock Exchange on November 5, 2013.

The equity awards vestvests 25% on each of the four anniversaries of the grant date, even though a three year vesting approach is more common. The longer vesting period is intended to emphasize the retention element of the awards.

In contrast, the 2014 PSU award will vest on February 28, 2018. The number of PSUs actually payable will depend on the average STIP payout percentage for corporate measures for 2015, 2016 and 2017, disregarding any reduction on STIP payments due to the 7% free cash flow limit on the amount of STIP payments. These features emphasize both the retention element of PSUs and the “at risk” nature of a portion of a named executive officer’s compensation.

The equity awards contain customary provisions for accelerating vesting upon certain terminations and post-termination exercise periods,events, such as death and disability, all as further described in the narratives to the Summary Compensation Table. In all cases, the number of PSUs payable will be determined by actual performance results. However, if a named executive officer retires, the equity awards may continue to vest. This feature is intended to attract and retain management with significant experience and encourage executives to postpone retirement. As a result, if a named

executive officer retires at least six months after the grant date, he will be permitted to continue

vesting in the award. For this purpose, “retirement” means the named executive officer is at least age 58 with at least two years of service, and the sum of his age and years of service equals or exceeds 62.5. In addition, the employee must not be entitled to receive a severance package.

Retirement Plans and DC Make-Up Program

For 2013,2014, the president and chief executive officer and all senior vice presidents earned retirement benefits only under a tax-qualified retirement plan, subject to either Canadian or U.S. law. The tax-qualified retirement plans are offered to all eligible employees (not just executives), but limit the pay or contributions that may be considered pursuant to the applicable tax law. Since 2012, the Company has not offered any supplemental retirement plan that allows executives to currently accumulate, on a tax-deferred basis, additional retirement income.

However, because Company contributions are limited in amount and type under the tax-qualified plans, the Company believes executives should receive the benefit of the plans without regard to the limits. For simplified administration, since 2012, under a program referred to as theDC Make-Up Program, the Company pays executives a cash payment equal to the Company contributions prescribed under the applicable tax-qualified plan formulas that exceed statutory limits. In addition, Canadian executives receive a cash payment equal to the employer contribution they would have received on their annual incentive awards as if the broad-based plan had provided an employer contribution on these awards. The named executive officers other than Ms. LongworthMr. Tremblay each received payments under the DC Make-Up Program totaling 10% of their compensation, and Ms. Longworthcompensation. Mr. Tremblay received payments totaling 9%8.5% of herhis compensation. These payments are less generous than the contributions previously offered under the terminated supplemental defined contribution plan and doThe DC Make-Up Program does not allow executives to accumulate earnings on a deferred basis. The payments made pursuant to the DC Make-Up Program are reflected in the Summary Compensation Table under All Other Compensation because the contributions are not deferred compensation. The executives pay tax on the cash payment and no gross-up or other earnings are provided on these payments.

Even though the Company does not offer any supplemental retirement benefits that accumulate on a tax-deferred basis currently to executives, Mr. Laflamme and Mr. Vachon previously earned supplemental defined benefits under Company plans that were terminated effective upon the Company’s 2010 emergence from creditor protection proceedings. The supplemental defined benefits were reinstated under new arrangements pursuant to the plans of reorganization for Mr. Laflamme, Mr. Vachon, and other employees who waived and forfeited all claims they had or may have had in the creditor protection proceedings in respect of any terminated supplemental retirement plan. The reinstated benefits are provided solely to honor prior contractual obligations, but with all supplemental defined benefits frozen as of December 31, 2010 based on service and earnings up to that date. None of the other named executive officers have any reinstated supplemental retirement benefits.

The frozen supplemental retirement benefits are paid using our general assets. For the Canadian executives, payments under a supplemental defined benefit plan are normally scheduled to be paid in monthly payments, which can generally be secured by a letter of credit pursuant to a retirement compensation arrangement without adverse tax consequences to the executive. The Company has established protocols to secure a letter of credit for eligible executives at age 55 that guarantees their frozen supplemental retirement benefits. The Company has secured a letter of credit per its protocols for Mr. Laflamme.

Benefits provided through defined benefit plans are described more fully underPension Benefits. The defined contribution plan benefits are described underDC Make-Up Program.

Severance and Change in Control Arrangements

We believe that the Company should provide reasonable severance benefits to its employees in the event of an involuntary termination without cause. With respect to the president and chief executive officer and all senior

vice presidents, these severance benefits should reflect the fact that it may be difficult for them to find

comparable employment within a short period of time. Severance benefits should help provide an opportunity for the Company and former employees to part ways in an efficient and effective manner.

In the event of a change in control, we believe that the interests of stockholders will be best served if the interests of the president and chief executive officer and all senior vice presidents are aligned with them, and providing change in control benefits should eliminate, or at least reduce, the reluctance of senior executives to pursue potential change in control transactions that may be in the best interests of stockholders.

For each named executive officer except Mr. Garneau, severance protection is provided pursuant to the Company’s executive severance policy. The executive severance policy provides for a severance amount determined using a formula that provides six weeks of eligible pay per each year of service. PayEligible pay takes into account base salary plus the average of the last two paid regular annual incentive awards, annualized, with a cap of 125% of the executive’s target incentive for the year of termination. The executive severance policy providesforprovides for a minimum of one year of severance and a maximum of two years of severance. Change in control protection under the executive severance policy does not provide greater severance amounts, but provides severance benefits if, within 12 months following a change in control, a senior executive resigns for good reason (i.e., due to conditions tantamount to a constructive dismissal).

The executive severance policy, in both a change in control or non-change in control context, does not provide any enhanced benefits in the form of, for example, subsidized continued health coverage or tax-gross ups. The impact of a termination on the current year incentive award and outstanding equity awards are determined pursuant to the incentive award and equity award plans.

Effective upon Mr. Garneau’s commencement of employment as president and chief executive officer on January 1, 2011, the Company entered into employment and change in control agreements with Mr. Garneau, which agreements provide severance protection in lieu of coverage under the executive severance policy. Mr. Garneau’s employment agreement provides similar severance pay to the executive severance policy in the event he is terminated without cause absent a change in control. Mr. Garneau’s change in control agreement provides an enhanced severance amount in the event of a termination without cause or good reason within 24 months after a change in control. The severance amount is equal to three times the sum of (i) his base salary in the year of termination, (ii) the average of the last two earned regular annual incentive awards, annualized, with a cap of 125% of his target incentive for the year of termination and (iii) the maximum amount of contributions the Company could have made on his behalf under the defined contribution plan program for the year of termination, plus $20,000 in lieu of outplacement services. The change in control agreement also provides subsidized continued health and life insurance coverage for up to three years following his termination date.

Perquisites

The named executive officers are entitled to receive an annual allowance intended to cover expenses for fiscal and financial advice, and such other perquisites as chosen by the executive. If an executive is not covered by the Company’s Tax EqualizationFrequent Business Travelers Policy, then the annual allowance may also be used for tax preparation fees. Mr. Garneau has a $50,000 annual allowance and the other named executive officers have a $12,000 annual allowance (each(payable in Canadian dollars)the currency of their country of residence). A fixed allowance balances the market practice of providing a certain level of perquisites with controlling costs to ensure the perquisites are not excessive. An annual allowance also provides the executives flexibility in selecting the perquisites that are suitable to their needs for a given year.

In addition, the Company also provides named executive officers with a comprehensive annual medical examination as well as a medical concierge service to allow for coordination of health needs in the event of medical issues, including while traveling abroad. In addition, any of these executives who is subject to taxation in both Canada and the U.S. as a result of their business travel is provided a payment under the Company’s Tax

Equalization Policy generally equal to the difference between his or her respective home tax liability and actual taxes paid, as well as a gross-up on that difference, all of which is intended to limit the executive’s tax liability to the liability in the executive’s home country.

The compensation committee has discretion to approve additional perquisites from time to time. The named executive officers are responsible for any tax consequences related to their use and receipt of the perquisites.

Stock Ownership Guidelines

The compensation committee adopted stock ownership guidelines for all its senior vice presidents, including each of the named executive officers, and certain of its vice presidents and each of its named executive officers.presidents. The ownership guideline is a multiple of the executive’s base salary. Under the guidelines, Mr. Garneau must own shares of Company stock equal to 4.5 times base salary while the other named executive officers and other senior vice presidents must own shares of Company stock equal to 2.5 times base salary. For purposes of the guidelines, all shares directly owned and unvested restricted stock unitsRSUs are included in the calculation. Unexercised stock options are not included in the calculation. Until the stock ownership requirement is met, executives must hold all shares (excluding shares withheld for taxes) received upon settlement of restricted stock unitsRSUs and PSUs and a number of shares equal to 50% of any gain realized upon option exercise. To determine whether a named executive officer has met the stock ownership requirement, each named executive officer’s base salary is converted to U.S. dollars using the exchange rate at the time of measurement, and the shares held by the named executive officer are calculated on the basis of fair market value of the common stock at the time of measurement. The compensation committee will annually reviewreviews the extent to which the named executive officers have met the stock ownership requirement. The named executive officers continue to hold their shares in accordancecompliance with the guidelines, but haddid not yet metmeet the stock ownership requirement as of December 31, 2013. Based on the December 31, 2013 exchange rate of $0.9414, the stock ownership requirements for all named executive officers, except for Mr. Garneau, would have been met upon a stock price of $22.10 or greater. Mr. Garneau is not as close to meeting the stock ownership requirement because, per his request, the compensation committee did not recommend and, therefore, the board did not approve the grant of an annual equity award to him in either 2011 or 2012.2014.

Deductibility of Compensation—Section 162(m) of the U.S. Internal Revenue Code

In order to maintain flexibility to attract and retain qualified executives, the Company considers the deductibility rules of Section 162(m) of the U.S. Internal Revenue Code, or the “Code”, to the extent applicable, but retains the discretion to make compensation awards whether or not the compensation is deductible.

Compensation Committee Report

The following report does not constitute soliciting material and is not considered filed or incorporated by reference into any other filing by Resolute Forest Products Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

The independent members of the compensation committee have reviewed and discussed the Compensation Discussion and Analysis above with management and, based on such review and discussion, the independent members of the compensation committee recommended to the board that the Compensation Discussion and Analysis be included in this proxy statement and in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013.2014.

Michael S. Rousseau (Chair)

Jennifer C. Dolan

Jeffrey A. Hearn

David H. Wilkins

Tabular Disclosure of Executive Compensation

The following table sets forth information concerning all compensation earned by the Company’s named executive officers for 2011, 2012, 2013 and 2013:2014:

Summary Compensation Table