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,Robert-Bourassa Boulevard, Suite 5000

Montréal, Québec

Canada H3C 2M1 Canada

April 13, 201610, 2019

Dear Stockholder:

We cordially invite you to attend the annual meeting of stockholders of Resolute Forest Products Inc. on Wednesday, June 1, 2016,Friday, May 24, 2019, at 9:10:00 a.m. (Eastern), in the Espace Alcoa at the Centre des arts de Baie-Comeau, 1660 de Bretagne, in Baie-Comeau, Québec, Canada.Hampton Inn Cleveland, located at 4355 Frontage Road, Cleveland, Tennessee, USA. The accompanying noticeNotice of annual meetingInternet Availability of proxy materials provides you with information on how to access the proxy materials and proxy statement containobtain 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 or voting instruction card by telephone or by Internet or, if you have requested to receive a paper copy of the proxy materials, by completing, signing, dating and returning your proxy form in the enclosed envelope. You will find the proxy card or voting instruction card by accessing the Internet websites mentioned on the Notice of Internet Availability and by following the instructions thereon.

Resolute’s annual report for 20152018 is includedavailable by Internet or by mail in this package,accordance with the instructions found on the Notice of Internet Availability, and we urge you to read it carefully.

We look forward to seeing you at the annual meeting.

Sincerely,

Richard GarneauYves Laflamme

President and chief executive officer

Bradley P. Martin

Chair of the board

Resolute Forest Products Inc.

111 Duke Street,Robert-Bourassa Boulevard, Suite 5000

Montréal, Québec

Canada H3C 2M1 Canada

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 1, 2016MAY 24, 2019

April 13, 201610, 2019

Dear Stockholder:

The 20162019 annual meeting of stockholders of Resolute Forest Products Inc. will be held on Wednesday, June 1, 2016,Friday, May 24, 2019, at 9:10:00 a.m. (Eastern), in the Espace Alcoa at the Centre des arts de Baie-Comeau, 1660 de Bretagne, inBaie-Comeau, Québec, Canada,Hampton Inn Cleveland, located at 4355 Frontage Road, Cleveland, Tennessee, USA, 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 8, 2016.March 28, 2019.

Important notice regarding the availability of proxy materials for the annual meeting of

stockholders to be held on June 1, 2016:May 24, 2019:

The proxy statement and our 20152018 annual report are available at

http://www.edocumentview.com/RFP.

By order of the board of directors,

Jacques P. Vachon

Corporate secretary

April 13, 201610, 2019 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 20162019 annual meeting of stockholders. The annual meeting will be held on Wednesday, June 1, 2016,Friday, May 24, 2019, at 9:10:00 a.m. (Eastern), in the Espace Alcoa at the Centre des arts de Baie-Comeau, 1660 de Bretagne, in Baie-Comeau, Québec, Canada.Hampton Inn Cleveland, located at 4355 Frontage Road, Cleveland, Tennessee, USA. Proxy materials for the annual meeting are being mailed or will be made available on or about April 27, 2016.10, 2019.

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

What is the Notice of Internet Availability and why did I not receive a full set of proxy materials?

Notice and Access Rules adopted by the Securities and Exchange Commission, or the “SEC”, allow companies to choose the method for delivering proxy materials to stockholders. We have elected this year to use the Notice and Access Rules and therefore to mail a notice regarding the availability of proxy materials on the Internet (the “Notice of Internet Availability”) instead of sending a full set of proxy materials in the mail to our stockholders. This Notice of Internet Availability will be mailed to our stockholders approximately on April 10, 2019, and our proxy materials will be posted on both our corporate website (www.resolutefp.com/Investors/Financial_Reports), the website referenced in the Notice of Internet Availability as well as on www.edocumentview.com/RFP on the same day. Utilizing this method of delivery expedites receipt of proxy materials by our stockholders and lowers the cost of the annual meeting. If you are a stockholder and would like to receive a paper or email copy of the proxy materials, you should follow the instructions in the Notice of Internet Availability for requesting copies.

Who is entitled to vote at the annual meeting?

Owners of Resolute’s common stock at the close of business on April 8, 2016,March 28, 2019, the record date for the annual meeting, are entitled to receive the noticeNotice of annual meetingInternet Availability and to vote their shares at the meeting. On that date, there were 89,513,33491,099,378 shares of common stock outstanding and entitled to vote and there were 3,279 holders of record.vote. 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 materialsthe Notice of Internet Availability 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 arethe Notice of Internet Availability is 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, likesuch as 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.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:

•

By telephone or Internet. You can vote over the telephone by calling 1-800-652-VOTE (8683) within Canada, the U.S. and its territories, 1-781-575-2300 outside Canada, the U.S. and its territories or through the Internet at www.envisionreports.com/RFP. The telephone and Internet voting procedures are designed to authenticate stockholders’ identities, to allow stockholders to 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)(Eastern) on June 1, 2016.May 24, 2019.

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

What is a brokernon-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 “brokernon-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, in accordance with 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, the advisorysay-on-pay vote and the advisory say-on-pay vote on the adoption of the Resolute Forest Products 2019 Equity Incentive Plan arenon-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,Robert-Bourassa Boulevard, Suite 5000, Montréal, Québec, Canada H3C 2M1, Canada from May 22, 2016,14, 2019, through May 31, 2016.23, 2019.

What is the quorum for the annual meeting?

The presence of the holders of shares of common stock representing at leastone-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 brokernon-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:

Your proxy card or voting information form can also be found at the internet address mentioned on the Notice of Internet Availability.

Can I obtain printed materials of the proxy materials?

Yes, follow the instructions on the Notice of Internet Availability to receive printed proxy materials in time enough to vote your shares.

What should I do if I receive more than one set of votingproxy 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.materials. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction cardproxy materials 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 set of proxy card.materials. Please complete, sign, date and return by mail, or submit viafollow the instructions on each of the Notices of Internet or by telephone, each proxy card and voting instruction cardAvailability that you receive.receive in order to vote all of your shares. 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 copyset of the notice of annual meeting, proxy statement and our 2015 annual report,materials, 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.Notices of Internet Availability. 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,materials, 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 governance principles.” The purpose of the corporate governance principles, which are available on our website (www.resolutefp.com/about_us/corporate_governance), is to provide a structure within which directors can effectively pursue the Company’s objectives for the benefit of stockholders and supervise 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 at the date of this proxy statement seven out of the Company’s nine incumbent directors are independent, as defined in the NYSE’s corporate governance standards and ourby-laws, namely: Michel P. Desbiens,Randall C. Benson, Suzanne Blanchet, Jennifer C. Dolan, Richard D. Falconer, Jeffrey A. Hearn, Alain Rhéaume, and Michael S. Rousseau and David H. Wilkins.Rousseau.

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 2015) 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, business relationships among our directors, 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 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.

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 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 itsby-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 ourby-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.

As indicated in the Company’s corporate governance principles, it is the Company’s current intent that the chair not also concurrently hold the position of chief executive officer and, accordingly, the positions are separated. This allows the chief executive officer to focus on managing the Company, and the 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 ane-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,Robert-Bourassa Boulevard, Suite 5000, Montréal, Québec, Canada, H3C 2M1.2M1, Canada. 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:

•

Environmental, health and safety committee. The environmental, health and safety committee reviews the Company’s outstanding and potential liabilities related to environmental, health and safety matters. It also reviews with management all significant environmental incidents or occupational accidents within the Company and any event of materialnon-compliance. The committee monitors the Company’s relationships with external environmental, health and safety regulatory authorities, which are critical to our business operations.

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. When evaluating the performance of the board and its members, the Human Resources and Compensation/Nominating and Governance Committee also considers tenure and board renewal aspects.

While the board does not have a formal written diversity policy, the board and the human resources and compensation/nominating and governance committee advocate diversity in 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.

The candidacy of Ms. Suzanne Blanchet as director was submitted to the Human Resources and Compensation/Nominating and Governance Committee for review after being highly recommended by a member of the board and seconded by other members of the board. After considering Ms. Blanchet’s extensive executive experience in our industry, in particular in the tissue segment, her interest in joining our board and her overall candidacy, the Human Resources and Compensation/Nominating and Governance Committee recommended her nomination to the board and the board accepted such recommendation. The board appointed Ms. Blanchet to the board as of January 31, 2019 in accordance with the Company’sby-laws.

Stockholders who wish to submit director candidates for consideration by our human resources and compensation/nominating and governance committee at the 20172020 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 ourby-laws, to the corporate secretary, Resolute Forest Products, 111 Duke Street,Robert-Bourassa Boulevard, Suite 5000, Montréal, Québec, Canada H3C 2M1, Canada no earlier than March 3, 2017,February 24, 2020, and no later than April 2, 2017.March 25, 2020.

Meetings and Committees

The board met 11nine times in 2015.2018. No incumbent director attended fewer than 86%84% of the aggregate number of regular and special meetings of the board and of the committees on which the director 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 standing for reelection 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)(chair until May 25, 2018) and Michael S. Rousseau.Rousseau (chair as of May 25, 2018). The board has determined that each member of the audit committee is “independent” in accordance with the NYSE’s corporate governance standards, ourby-laws and rule10A-3 promulgated pursuant to the Securities Exchange Act of 1934, as amended, or the “Exchange Act.“Exchange Act.” 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 eightseven times in 2015.2018.

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,Randall C. Benson, Jennifer C. Dolan, Bradley P. Martin and David H. Wilkins.Martin. 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 2015.2018.

Finance Committee

The members of the finance committee are: Michel P. Desbiens,Randall C. Benson, Richard D. Falconer (chair), Bradley P. Martin, and Alain Rhéaume.aume and Michael S. Rousseau. The primary responsibilities of the finance committee include:

OurThe finance committee met fourfive times in 2015.2018.

Human Resources and Compensation/Nominating and Governance Committee

The members of the human resources and compensation/nominating and governance committee are: Randall C. Benson, Jennifer C. Dolan, Jeffrey A. Hearn,Richard D. Falconer and Michael S. Rousseau (chair)(chair until May 25, 2018), Alain Rhéaume (member and David H. Wilkins.chair as May 25, 2018). The human resources and compensation/nominating and governance committee’s primary responsibilities include:

The human resources and compensation/nominating and governance committee met fourseven times in 2015.2018.

Director CompensationDIRECTOR COMPENSATION

Director Compensation for 20152018

Canadian directors received the award in the form of deferred stock units, or “DSUs,” and U.S. directors received the award in the form of restricted stock units, or “RSUs” (collectively,“2018 cash-settled awards”). The 2018 cash-settled awards vested in 25% tranches on the last day of each calendar quarter of 2018. The 2018 cash-settled awards for all directors active as of December 31, 2018 were fully vested. The value of each director’s 2018 cash-settled award and associated dividend equivalents based on theper-share closing trading price on the NYSE of shares of the Company’s common stock on the last trading day of the year, December 31, 2018, or $7.93, is shown in the table below under “Cash-Settled Equity Component.”

4.8.

Mr. Martin serves as chair of the board. However, because Mr. Martin is not an independent director under SEC standards, the board appointed Mr. Rhéaume as lead director and approved an additional retainer for his service in this capacity. The “Fees Earned or Paid in Cash” column reflectreflects the additional fees Messrs. Martin and Rhéaume received in 20152018 for these roles and additional fees Mr. Rhéaume receives as committee chair. The fees for Messrs. Falconer, Hearn and Rousseau reflect the additional fees for their roles as committee chairs.

Cash Component

Compensation payable to thenon-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 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 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 hadhave 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. The number of deferred compensation DSUs and RSUs is determined by dividing 110% of the amount of fees deferred by the volume weighted average of the highest and lowest prices per share at which the Company’s common stock was traded on the NYSE on each of the five business days 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”).

The following table describes how DSUs and RSUs are vested and paid under the director deferred compensation plan:

Cash-Settled Award Component

of “Cause”

•     Commission of a felony or a crime involving moral turpitude, or other material act or omission involving dishonesty or fraud

•     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

•     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)

•     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)

Equity Component

In addition to the cash fee component of the directors’ compensation, to ensure the directors’ interests are aligned with those of the stockholders, we grant either an annual equity-based awardsaward or an annual cash-settled award to each director. The 2015 annual2018 equity award was granted on February 16, 2015.will settle in cash. The Human Resources and Compensation/Nominating and Governance Committee (“compensation committee”committee”) adheres to a policy that sets the annual grant date for directorthe annual awards (whether granted as an equity awardsaward or cash-settled award) as the eighth trading date after the release of fourth quarter earnings. For the 2018 cash-settled award, the grant date was February 12, 2018.

The 20152018 annual equitycash-settled award and its terms are highlighted in the Director Compensation table above and the accompanying footnotes. In addition to the terms noted above, the following table describes how the 2015 annual equity2018 cash-settled award is vested and settled:

The following table shows the total outstandingannual awards held by the directors at December 31, 2015. The option award represents the award granted to all directors except Ms. Dolan and 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(DSUs for Canadian directors and RSUs for U.S. directors.directors) granted to the directors since their appointment on the board and the market value of each award at December 31, 2018. Each award had an initial grant value of $75,000 and covered the number of units of stock shown in the table. All awards are vested. At December 31, 2018, each active director continues to hold all shares settled for awards granted in prior years.

In addition, on January 9, 2011 and upon the Company’s emergence from creditor protection proceedings, Messrs. Falconer, Hearn, Rhéaume and Rousseau received aone-time option grant. The option award covered 9,302 shares with a $23.05 exercise price. The option award is fully exercisable with a January 9, 2021 expiration date. Option awards are not a part of the directors’ annual compensation program.

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 or share equivalents of Company stock equal to three times the annual cash retainer fee ($225,000 in total as of December 31, 2015)2018). 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)sold to pay taxes associated with settled shares) and a number of shares equal to 50% of any gain realized upon option exercise. In 2017, the compensation committee updated the guidelines to require a director who does not meet the guidelines to purchase shares or share equivalents with the net proceeds of any cash-settled awards. To determine whether a director has met the stock ownership requirement, the shares held by each director will beare calculated on the basis of the higher of the (i) price at time of settlement and (ii) fair market value of the common stock at the time of measurement. Share equivalents and all units are calculated on the basis of the higher of the (i) price at time of grant and (ii) fair market value of the common stock at the time of measurement.

As of December 31, 2015, Messrs. Falconer and Martin2018, all members of the board of directors own sufficient shares to meet the stock ownership requirement, based on the December 31, 2018per-share closing price of $7.57. Ms. Dolan and Mr. Desbiens continue to hold their shares pursuant to the guidelines, but did not meet the stock ownership requirement as of December 31, 2015 given their shorter tenure on the board and the change in stock price. The

remaining directors, Messrs. Hearn, Rhéaume, Rousseau and Wilkins, met the stock ownership requirement as of December 31, 2014 but, despite continuing to hold their shares, did not meet the stock ownership requirements as of December  31, 2015 given the decrease in the price of Company stock in 2015.

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 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.

According to a Schedule 13G filing made with the SEC, BlackRock, Inc. ceased to be a holder of more than 5% of our outstanding common stock as of January 31, 2015. 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 2015, we paid BlackRock approximately $281,857 (converted from Canadian dollars to U.S. dollars based on the average exchange rate for 2015, or $0.7291) in fees for providing such investment management services. The engagement of BlackRock has been on terms no more favorable to it than terms that would be available to unaffiliated third parties under similar circumstances.

On September 16, 2015, Resolute Forest Products Inc. acquired 2,000,000 shares of its common stock in a single open market block transaction under its existing share repurchase program. The total purchase price was $18.7 million. According to a Schedule 13G/A filed on September 16, 2015, the seller was Steelhead Navigator Master L.P., a beneficial holder of approximately 7.7% of our shares of common stock then outstanding after giving effect to the transaction.

EXECUTIVE COMPENSATION

Compensation Discussion & Analysis

Executive Summary

This Compensation Discussion and Analysis, or “CD“CD&A,,” summarizes our executive compensation philosophy and programs, the decisions made under those programs and any changes made to reflect our business objectives. While the executive compensation program is generally applicable to the president and chief executive officer and allthe senior vice presidents, this CD&A focuses on the compensation of our “named executive officers” for 2015:2018:

On February 1, 2018, Mr. Laflamme was appointed president and chief executive officer and Mr. Garneau resigned from this position. Mr. Garneau’s employment with the Company continues in the role of Special Advisor to Mr. Laflamme until either Mr. Garneau or the Company terminate it for any reason upon three months’ notice. Mr. Garneau’s new role and related terms of his employment were disclosed in a Form8-K filed on February 6, 2018. Mr. Garneau’s prior employment and change in control agreements have been superseded by the terms of his new arrangement. In accordance with SEC rules, this CD&A and the information provided in the “Tabular Disclosure of Executive Compensation” following the CD&A describe the compensation in effect for their respective positions in 2018.

Effective March 23, 2018, Mr. Lafave, senior vice president, pulp and paper operations)

To further these objectives, the following chart shows the primary compensation elements, which are further detailed under “Elements of Our Executive Compensation Program.”

In developing the executive compensation program, the compensation committee incorporates best practices, including the following:

Executive Compensation Process

Role of the Compensation Committee

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 2015, the compensation committee retained Hugessen Consulting to provide this advice. In 2015, Hugessen Consulting’s aggregate fees were $16,202 (converted from Canadian dollars to U.S. dollars based on the average exchange rate for 2015, or $0.7816).

As more fully described below, Hugessen Consulting assists the compensation committee in benchmarking certain elements of the executive compensation program against the Company’s comparator groups (described below) and advises on the risk elements of the program. Hugessen also provides 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 of base salary and short-term and long-term incentives) against the median level of the Company’s comparator groups. It makes its compensation decisions on various elements at different times in the year:

2015 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 2015 annual meeting of stockholders.

Setting Compensation 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 favorsexercises discretion as needed for 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 since 2011. The weighted mix, as shown below, is based on the following assumptions: (i) base salary is the salary in effect at December 31, 2015; (ii) the 2015 STIP at target payout of 100% of base salary; (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 president and chief executive officer provides the compensation committee with his feedback on the performance of the other named executive officers. While the compensation committee considers the president and chief executive officer feedback and any recommendations, the compensation committee makes the final determinations of the compensation decisions for the named executive officers.

Timing of Compensation Decisions

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

Separately, in 2018, the compensation committee recommended and the independent members of the board of directors approved the compensation packages for Messrs. Laflamme and Lalonde upon their respective appointments to president and chief executive officer and senior vice president and chief financial officer.

2018Say-on-Pay Vote

Stockholders approved our executive compensation with 91% of the votes cast in favor of thenon-binding resolution approving executive compensation, or the“say-on-pay” vote, at the 2018 annual meeting of stockholders.

Setting Compensation Levels — Benchmarking Data

Our executive compensation structure adheres to a rating from 0pay-for-performance framework with a mix of cash andnon-cash elements. There is no formal policy for allocating a certain percentage of pay between cash andnon-cash or short-term or long-term pay. The compensation committee favors a mix that is more weighted to variable pay through aSTIP and aLTIP, which puts a significant portion of compensation at risk. The following shows the intended mix for the three main elements of pay.

President and Chief Executive Officer		All Other Named Executives

The weighted mix, as shown above, is based on the following assumptions: (i) base salary in effect at December 31, 2018; (ii) a 2018 STIP target payout of 100% of base salary; (iii) the value of the annual equity grants (described below) based on 125% of base salary (225% for the president and chief executive officer); and (iv) assuming a fixed exchange rate between the Canadian and U.S. dollars throughout the year.

The compensation committee annually assesses the competitiveness of aggregate total direct compensation (base salary, target short-term incentive and long-term incentives) and each element individually for the president and chief executive officer and the senior vice presidents. To make this assessment, the compensation committee uses market data based on two comparator groups:an industry comparator group and a blended comparator group.

Before 2015, the compensation committee historically updated the market data every year. Beginning in 2015, the compensation committee updates the information every two years, with the last update in 2016. As a result and in consultation with Hugessen, the compensation committee reassessed the comparator groups and market data in 2018.

While total direct compensation for each element called “Demonstrated Effectiveness Appraisal”named executive officer was compared against both comparator groups each time a comparable position existed in both groups, the compensation committee assessed compensation adjustments against the comparator group noted in the table below. In addition, when benchmarking to either comparator group, the comparison was made based on position, on a currency neutral basis, and against the median for the respective comparator group.

The following chart shows the resulting comparisons against the respective comparator group, using salary levels in effect before the June 2018 base salary adjustments described further below underBase 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:

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 accountabilities and performance, including progression in mastery of the defined roles, or DEA rating. Definitions and criteria have been developed to assessif other circumstances warrant a change in base salary. When considering base salary adjustments, the appropriate rating. Acompensation committee takes into account each named executive officer’s DEAdemonstrated effectiveness appraisal rating for masteryperforming the expected duties of their basicdefined roles.

When assessing the adjustments, the compensation committee also considers the base salary ranges for the comparator groups to assess each officer’s proximity to the median for the comparator groups. The updated 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.

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, 2018, base salary adjustments for the executive team as follows: a 2% base salary increase for Ms. Longworth and Messrs. Lafave and Tremblay and a 3% base salary increase for Mr. Vachon. A base salary adjustment was not considered for Mr. Laflamme in May 2018. In addition, because Mr. Lalonde was not a member of the executive team at the time, the compensation committee did not review his base salary with the executive team in May 2018. Rather, for Messrs. Laflamme and Lalonde, the compensation committee evaluated and set their base salary and all other compensation elements upon their respective 2018 appointments to the positions of president and chief executive officer and senior vice president and chief financial officer.

The compensation committee established a currency policy in 2014 to address currency fluctuations that can impact parity among its executive team. Base salary is established assuming parity in Canadian and U.S. dollars, with a portion paid in Canadian dollars and a portion paid in U.S. dollars based on the geographic location of the Company’s pulp, paper and tissue production capacity as of the prior December 31. As a result, for 2018, 51% of an executive’s salary was paid in Canadian dollars and 49% in U.S. dollars. Except for Mr. Laflamme who is paid in U.S. dollars, the numbers for the rest of the executive team shown in the Summary Compensation Table have been converted to U.S. dollars at exchange rates disclosed in the footnotes to the table. For 2019, the portion of base salary paid in Canadian dollars versus U.S. dollars changed slightly to 61.3% and 38.7%, respectively, based on the geographic mix of the Company’s pulp, paper and tissue production capacity as of December 31, 2018, excluding the production capacity of the Catawba, South Carolina mill which was sold on that day.

2018 STIP

The annual short-term incentive plan rewards all named executive officers for the achievement of the following performance measures that reflect the Company’s business strategy and factors driving shareholder value:

For Mr. Lafave, the foregoing performance measures apply, but given his position as senior vice president, pulp and paper sales and marketing, Mr. Lafave is subject to additional performance measures of profits per metric ton, improvement of payment terms and improvement of days sales outstanding.

The 2018 STIP primarily focused on rewarding individuals for achieving our business objectives while balancing stockholder return. Specifically, even if performance levels were achieved, the 2018 STIP contained an overall limit on the total amount that could be paid to all eligible employees as a short-term cash incentive. This limit has been a feature of the STIP since 2012 and 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, optional pension contributions toward past service and other special items.

To determine the full STIP payout, two amounts are determined – one amount is attributable to achievement of Company performance goals and a second amount is attributable to individual performance. The two amounts are added together for a final STIP payout amount.

To determine the amount attributable to achievement for the Company performance goals, each executive’s STIP compensation target is first multiplied by the actual percentage payout for the Company performance metrics that apply to the executive. This amount is further multiplied by 85% to determine the portion of the STIP attributable to achievement of business objectives.

To determine the amount, if any, attributable to individual performance, the executive’s STIP compensation target is multiplied by the actual percentage payout for the Company performance metrics that apply to the employee and by a percentage up to 30% reflecting the employee’s individual payout factor. The individual payout factor is qualitative and will be based on the employee’s achievement of goals, exceptional personal or team contribution or results, level of demonstrated effectiveness in the role and disruptive behaviors can impactremarkable initiatives and certain limits relating to the size of the overall individual performance STIP pool.

The allocation of individual performance STIP payouts from the individual performance pool to eligible employees cannot result in the total aggregate STIP awards paid exceeding the sum of all eligible employees’ base salary multiplied by their respective STIP target percentage and the actual percentage payout for the Company performance metrics.

Executives remain eligible for prorated awards if they retire during the year or are terminated other than for cause after July 1, 2018. Executives who voluntarily resign or are terminated for cause before payment is made will not be eligible. The Company may adjust financial and cost metrics, and may adjust any and all awards in its discretion. Awards are discretionary and subject to modification until they are made, including increases, decreases, cancellations, deferrals and other conditions, even if performance levels have been met. For the president and chief executive officer and the senior vice presidents, including all named executive officers other than Mr. Lalonde, payout levels were established as a percentage of base salary (as in effect on December 31, 2018). Mr. Lalonde’s payout level was prorated to reflect the incentive target payout level and the relevant base salary for each of the positions he held in 2018. No officer or individual was guaranteed a minimum payout under the 2018 STIP. The 2018 STIP also provided authority to the compensation committee to adjust or cancel awards under the 2018 STIP at its discretion.

with the 7% of free cash flow overall limit on STIP payments plus lower base salary levels in its comparator groups, reflects the compensation committee’s adherence to conditioning a significant portion of pay on Company performance. The 42.5% threshold payout level assumes a percentage payout for the Company performance metrics of 50% multiplied by 85% attributable to achievement of business objectives and no amount attributable to individual performance. The 172.5% maximum payout level assumes a percentage payout for the Company performance metrics of 150% multiplied by 115%, 85% being attributable to achievement of business objectives and 30% being attributable to individual performance.

The table below sets forth the performance measures approved by the compensation committee for the 2018 STIP that apply to the named executive officers, the associated weight given to each measure and the business objective to which it relates.

All named executive officers except Messrs. Lafave and Lalonde earned a 2018 award at 148.1% of their annual base salary adjustments. However, while the DEA rating for remarkable initiatives does not drivebased on weighted performance measures. Mr. Lafave earned a 2018 STIP award of 145.9% of his annual base salary increases, it can bebased on weighted performance measures. As a result of the basisoverall limit of 7% of free cash flow, the respective 2018 STIP payouts were reduced as shown in the table below.Mr. Lalonde’s 2018 STIP award payout was prorated to reflect his position as senior vice president and chief financial officer from November 16, 2018 until December 31, 2018 and the two other positions he occupied in 2018.

On January 30, 2019, the compensation committee approved the 2019 STIP with the same performance measures for an individual discretionary award.corporate performance as the 2018 STIP.

Individual Discretionary Awards

The independent members of the board of directors have historically focused on rewarding achievement of certain levels of performance based on corporate measures under the short-term incentive plan. With the implementation of an integrated leadership system, they have decided toconsidered whether they should exercise their discretion in granting cash awards for individual performance on a limited basis. When granted, the awards are discretionary and intended to reward those who have a high DEA rating foreffectiveness in an individual’s role and/or remarkable initiatives. Remarkable initiatives are measured based on three criteria: intensity, integration and innovation. However, atAt management’s recommendation, the committee did not approve any individual discretionary awards be granted to the executive team members for 2015.2018.

Equity AwardsLTIP

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, the compensation committee believes that executives can stay focused on maximizing stockholder value over the long term. UntilSince 2014, the compensation committee favored an equity mix of 50% in stock options and 50% in RSUs. Stock options allowed executives to share in the appreciation of the stock price and align their interests with shareholders. In 2014, to further align the compensation program with best practices and enhance its pay for performance philosophy, the compensation committee replaced stock options with PSUs and retained the grant of RSUs. As a result, the 2015 annual equity award consists of an equity mix of 50% in RSUs and 50% in PSUs.performance share units (“PSU”s). This combination emphasizes (i) the retention element of RSUs and PSUs and, in addition, for PSUs,the equity awards, (ii) the “at risk” nature of a portion of athe equity awards, and (iii) the tie to company performance for the PSUs.

For the named executive officer’s compensation.officers, the compensation committee made an annual equity award grant at its October 2018 meeting. It has a policy to set the grant date for annual awards 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 materialnon-public information. The compensation committee policy sets the grant date for the named executive officers’ annual awards as the eighth trading date after the release of third quarter earnings. This year’s annual equity award was approved with a November 12, 2018 grant date.

The size of the equity awards areis based on a percentage of salary taking into account market data.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 20152018 annual equity award. Since 2013, based on the compensation committee’s recommendation to the board and theThe independent members of the board approval,granted Mr. Garneau has acceptedLaflamme an annual equity award with a value equal to 225% of his base salary. However, similar to the 2011salary and 2012 STIP awards, Mr. Garneau requested that the compensation committee not recommend an equity award for him in either 2011 or 2012. The compensation committee honored those requests. The independent members of the board granted the other named executive officers equity awards with a value equal to 125% of their base salaries.

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 9, 2015 grant date. The number of RSUs and PSUs awarded under the 20152018 annual equity grant for all named executive officers except Mr. Lalonde 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 9, 201512, 2018 grant date.date, or $13.33.

Mr. Lalonde received his annual equity grant in February 2018, which was the grant timing for his prior position as anon-executive. Because Mr. Lalonde was not an executive at the time of the annual equity grant for executives, the board of directors approved a special grant for Mr. Lalonde upon his appointment as senior vice president and chief financial officer. The compensation committee favors grantingvalue of the special grant is intended to reflect the difference in value of the equity award laterhe received in February 2018 for his prior position and the value of the equity award for his new position of 125% of his annual base salary. The special grant was calculated in the year to allowsame manner as the management team to demonstrate effectiveness before receiving anannual equity grant and has a policy to setfor the annual grant date 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 possessionbut the volume weighted average of material non-public information. The compensation committee policy sets the annualhighest 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 28, 2018 grant date, for management awards as the eighth trading date after the release of the third quarter earnings.or $11.00, was used.