UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No.    )

Filed by the Registrant  ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

RESOLUTE FOREST PRODUCTS INC.

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Resolute Forest Products Inc.

111 Robert-Bourassa Boulevard,1010 De La Gauchetière Street West, Suite 5000400

Montréal, QuébecMontreal, Quebec

H3C 2M1H3B 2N2, Canada

April 10, 201914, 2022

Dear Stockholder:

We cordially invite you to attend the annual meeting of stockholders of Resolute Forest Products Inc. to be held on Friday, May 24, 2019,27, 2022, at 10:8:00 a.m. (Eastern),. This year’s annual meeting of stockholders will be conducted both online through a virtual web conference at https://web.lumiagm.com/295854943 and in person at the Hampton Inn Cleveland,Montreal Marriott Chateau Champlain, located at 4355 Frontage Road, Cleveland, Tennessee, USA. 1050 De La Gauchetière Street West, Montreal, Quebec, H3B 4C9, Canada. This hybrid format provides you with the option of attending the meeting in person, subject to public health restrictions relating to the COVID-19 pandemic at the time of the meeting, or joining the meeting online. Whether you choose to attend in person or online, you will be able to listen to the meeting live, submit questions and vote your shares. We strongly encourage you to review guidance from public health authorities, which could limit the number of in-person attendees or require stockholders to attend the annual meeting virtually to mitigate health and safety risks to participants. Please monitor our annual meeting website at www.resolutefp.com/Investors for any updates regarding our annual meeting.

The Noticenotice of Internet Availabilityinternet availability of proxy materials provides you with information on how to access the proxy materials and obtain 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 stockholderstockholders’ questions.

Whether or not you plan to attend the meeting, be it online or in person, 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 Internetinternet 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 Internetinternet websites mentioned on the Noticenotice of Internet Availabilityinternet availability and by following the instructions thereon.

Resolute’s annual report for 20182021 is available by Internetinternet or by mail in accordance with the instructions found on the Noticenotice of Internet Availability,internet availability, and we urge you to read it carefully.

We look forward to seeing youyour attendance at the annual meeting.

Sincerely,

Yves LaflammeRemi G. Lalonde

President and chief executive officer

Bradley P. MartinDuncan K. Davies

ChairChairman of the board

Resolute Forest Products Inc.

111 Robert-Bourassa Boulevard,1010 De La Gauchetière Street West, Suite 5000400

Montréal, QuébecMontreal, Quebec

H3C 2M1H3B 2N2, Canada

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 24, 201927, 2022

April 10, 201914, 2022

Dear Stockholder:

The 20192022 annual meeting of stockholders of Resolute Forest Products Inc. will be held on Friday, May 24, 2019,27, 2022, at 10:8:00 a.m. (Eastern), online through a virtual web conference at https://web.lumiagm.com/295854943 and in person at the Hampton Inn Cleveland,Montreal Marriott Chateau Champlain, located at 4355 Frontage Road, Cleveland, Tennessee, USA,1050 De La Gauchetière Street West, Montreal, Quebec, H3B 4C9, Canada, 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 March 28, 2019.29, 2022.

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

stockholders to be held on May 24, 2019:27, 2022:

The proxy statement and our 20182021 annual report are available at

http:https://www.edocumentview.com/RFP.www.astproxyportal.com/AST/RFP_EN.

This year’s annual meeting of stockholders will be conducted both online through a virtual web conference at https://web.lumiagm.com/295854943 and in person at the Montreal Marriott Chateau Champlain, located at 1050 De La Gauchetière Street West, Montreal, Quebec, H3B 4C9, Canada. This hybrid format provides you with the option of attending the meeting in person, subject to public health restrictions relating to the COVID-19 pandemic at the time of the meeting, or joining the meeting online where you will be able to listen to the meeting live, submit questions and vote your shares. You may also forward your questions in advance to ir@resolutefp.com, and the company will respond to as many appropriate questions as time permits during the meeting, to the extent relevant to the business of the meeting. Please make sure your email clearly identifies your name and whether you are a stockholder. To join the annual meeting online, you will need to have your 11- or 12-digit control number, which is included on your notice of internet availability and proxy card and the following password: resolute2022. If you are not a stockholder of record, you must obtain a legal proxy from your intermediary institution and contact our transfer agent at proxy@astfinancial.com, at least five business days prior to May 27, 2022, to secure a proxy card with the 11- or 12-digit control number in order to vote your shares at the annual meeting. Please monitor our annual meeting website at www.resolutefp.com/Investors for any updates regarding our annual meeting.

By order of the board of directors,

Jacques P. VachonStephanie Leclaire

Corporate secretary

April 10, 2019 Montréal, Québec,14, 2022, Montreal, Quebec, 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 20192022 annual meeting of stockholders. TheThis year’s annual meeting of stockholders will be heldconducted on Friday, May 24, 2019,27, 2022, at 10:8:00 a.m. (Eastern), both online through a virtual web conference at https://web.lumiagm.com/295854943 and in person at the Hampton Inn Cleveland,Montreal Marriott Chateau Champlain, located at 4355 Frontage Road, Cleveland, Tennessee, USA.1050 De La Gauchetière Street West, Montreal, Quebec, H3B 4C9, Canada, subject to public health restrictions relating to the COVID-19 pandemic at the time of the meeting. Proxy materials for the annual meeting are being made available on or about April 10, 2019.14, 2022.

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

Except for documents filed with the Securities and Exchange Commission, or the “SEC” and expressly incorporated by reference in this proxy statement, the information on the company’s website is not a part of, and is not incorporated by reference in this proxy statement.

QUESTIONSAND ANSWERS ABOUTTHE ANNUAL GENERAL MEETINGAND VOTING

What is the Noticenotice of Internet Availabilityinternet 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”,SEC, allow companies to choose the method for delivering proxy materials to stockholders. We have again elected this year to use the Notice and Access Rules and therefore to mail a notice regarding the availability of proxy materials on the Internetinternet (the “Notice“notice of Internet Availability”internet availability”) instead of sending a full set of proxy materials in the mail to our stockholders. This Noticenotice of Internet Availabilityinternet availability will be mailed to our stockholders approximately on April 10, 2019,14, 2022, and our proxy materials will be posted on both our corporate website (www.resolutefp.com/Investors/Financial_Reports), the website referenced in the Noticenotice of Internet Availabilityinternet availability as well as on www.edocumentview.com/RFPhttps://www.astproxyportal.com/AST/RFP_EN on the same day. Utilizing this method of delivery expedites receipt of proxy materials by our stockholders and lowers the costcosts 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 Noticenotice of Internet Availabilityinternet 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 March 28, 2019,29, 2022, the record date for the annual meeting, are entitled to receive the Noticenotice of Internet Availabilityinternet availability and to vote their shares at the meeting. On that date, there were 91,099,37876,796,573 shares of common stock outstanding and entitled to 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, ComputershareAmerican Stock Transfer & Trust Company, N.A.LLC. If you are a stockholder of record, the transfer agent is sending the Noticenotice of Internet Availabilityinternet availability to you directly. As a stockholder of record, you may vote at the annual meeting by attending the annual meeting in person or online by following the instructions posted at https://web.lumiagm.com/295854943, or you may vote by proxy. To join the annual meeting, you will need to have your 11- or 12-digit control number, which is included on your notice of internet availability and proxy card and the following password: resolute2022.

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 the Noticenotice of Internet Availabilityinternet 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,internet, your intermediary institution will vote your shares as you have directed. You are also invited to attend the annual meeting in person or online at https://web.lumiagm.com/295854943. However, since you are not a stockholder of record, you may not vote your shares at the annual meeting by attending the meeting in person or online unless you request and obtain a legal proxy from your intermediary institution. If you obtain a legal proxy from your intermediary institution, you must contact our transfer agent at proxy@astfinancial.com at least five business days prior to May 27, 2022, to secure a proxy card with the 11- or 12-digit control number in order to vote during the meeting online. To join the annual meeting online, you will also need the following password: resolute2022.

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

This year’s annual meeting of stockholders will be conducted both online through a virtual web conference at https://web.lumiagm.com/295854943 and in person at the Montreal Marriott Chateau Champlain, located at 1050 De La Gauchetière Street West, Montreal, Quebec, H3B 4C9, Canada. This hybrid format provides stockholders with the option of attending the meeting in person, subject to public health restrictions relating to the COVID-19 pandemic at the time of the meeting, or joining the meeting online. Whether stockholders choose to attend in person or online, they will be able to listen to the meeting live, submit questions and vote their shares. Stockholders of record as of March 29, 2022, will be able to attend and participate in the annual meeting.

Joining online: The live audio webcast of the annual meeting will begin promptly at 8:00 a.m. (Eastern) on May 27, 2022. Online access to the audio webcast will be available approximately 60 minutes prior to the start of the annual meeting to allow time for you to log in and test the system. To attend the online annual meeting, you will need to log in at https://web.lumiagm.com/295854943. You will need your unique 11- or 12-digit control number, which appears on your notice of internet availability and the following password: resolute2022. If your shares are held by an intermediary institution, you are considered the beneficial owner of the shares. Since a beneficial owner is not a stockholder of record, you may not attend the meeting and vote your shares online at the annual meeting unless you obtain a legal proxy from the intermediary institution that holds your shares that gives you the right to vote at the annual meeting. If you obtain a legal proxy from your intermediary institution, you must contact our transfer agent at proxy@astfinancial.com at least five business days prior to May 27, 2022, to secure a proxy card with the 11- or 12-digit control number in order to vote. To join the annual meeting online, you will also need the following password: resolute2022. Please monitor our annual meeting website at www.resolutefp.com/Investors for any updates regarding our online annual meeting.

Joining in person: Attendance in person at the annual meeting is generally limited to our stockholders and their authorized representatives. All stockholders must bring an acceptable form of identification, such 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.

Submitting Questions. We will hold a live question and answer session in connection with the annual meeting. Stockholders may submit questions in person or via our virtual stockholder meeting website at https://web.lumiagm.com/295854943. We intend to answer properly submitted questions that are relating to the company and the meeting matters, as time permits. However, we reserve the right to edit profanity or other inappropriate language, or to exclude questions that are not relevant to meeting matters or that are otherwise inappropriate. Questions and answers may be grouped by topic and substantially similar questions will be grouped and answered once. You may also forward your questions in advance to ir@resolutefp.com. Please make sure your email clearly identifies your name and provide evidence that you are a stockholder. We will strive to answer appropriate questions that have not been answered during the meeting by posting an answer on our annual meeting website after the meeting.

Technical Assistance. If you experience technical difficulties joining the annual meeting online or during the meeting online please call (877) 283-0324 (toll free for Canada and the U.S.) or (718) 921-8300 for assistance.

What methods can I use to vote?

If you are a registered holder, you may vote:

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 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 and the advisorysay-on-pay vote and the 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 Robert-Bourassa Boulevard,1010 De La Gauchetière Street West, Suite 5000, Montréal, Québec, H3C 2M1,400, Montreal, Quebec, H3B 2N2, Canada from May 14, 2019,17, 2022, through May 23, 2019.26, 2022. During the annual meeting, the list of stockholders of record entitled to vote at the meeting will be available for inspection upon request in person or at https://web.lumiagm.com/295854943.

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?

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

Can I obtain printed materials of the proxy materials?

Yes, follow the instructions on the Noticenotice of Internet Availabilityinternet 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 proxy materials?

You may receive more than one set of proxy materials. For example, if you hold your shares in more than one brokerage account, you will receive separate proxy 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 materials. Please follow the instructions on each of the Noticesnotices of Internet Availabilityinternet availability that you receive in order to vote all of your shares. If you would like to consolidate multiple accounts at our transfer agent, please contact ComputershareAmerican Stock Transfer & Trust Company, N.A.LLC at (866)820-6919(877) 283-0324 (toll free for Canada and the U.S.) or (781)(718) 575-3100.921-8300.

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

We have adopted a procedure, approved by 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

reviewing and approving significant actions. In addition, the corporate governance principles highlightactions, as well as the principal roles of certain committees of the board, including:

Our corporate governance principles also include, among other things:

The board has also determined that each member of the audit committee and the human resources and compensation/nominating and governanceHRCNG committee satisfies the requirements for independence, including the additional independence standards under NYSE rules for audit committee members and compensationHRCNG 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 Companycompany 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 governanceHRCNG 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,company, its directors, executive officers, the chief accounting officer, and related parties. The board has adopted a formal written policy on related person transactions applicable to directors and executives, formalizing the process of review and requiring prior approval of certain related person transactions. See “Related Party Transactions” below.

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

Board Leadership Structure; Communication with Independent Directors

The Company’scompany’s business is managed under the direction of the board, with the board delegating the management of the Companycompany to the president and chief executive officer, working with other executive officers, in a manner consistent with the Company’scompany’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,chairman, Mr. MartinDavies presides over board meetings. Because he is not considered an independent director, pursuant to ourby-laws, a majoritythe position of lead director, held by Mr. Rhéaume up until Mr. Davies’s nomination on the board on September 13, 2021, was eliminated and Mr. Martin has been appointed vice chair of the independent board members selectedboard. Mr. Rhéaume, an independent director, to serve as the board’s lead director. HisMartin’s responsibilities as such include, among other things, chairing any meeting of the independent directors in executive session.the absence of the chairman.

As indicated in the Company’scompany’s corporate governance principles, it is the Company’scompany’s current intent that the chairchairman not also concurrently hold the position of president and chief executive officer and, accordingly, the positions are separated. This allows the president and chief executive officer to focus on managing the Company,company, and the chair, together with the lead director,chairman 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 president and 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.

With respect to the human resources and compensation/nominating and governanceHRCNG 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 ofThe HRCNG committee takes into account the specific areas of expertiseskills 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 skillsdirector to ensure that the board considered in their nomination in light ofcomposition is properly balanced. When selecting nominee candidates, 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 CommitteeHRCNG committee also considers tenure and board renewal aspects. The table below lists the skill sets and experience that are considered important for the company’s directors to possess, along with the number of director nominees who possess them. A description of each individual director’s experience, qualifications and skills considered in the nomination process (focused on the criteria contained in our corporate governance standards) is also included in the directors’ individual biographies below.

While

In 2020, the board does not haveadopted a formal written diversity policy for the board of directors and the company’s executives. The board and the human resources and compensation/nominating and governanceHRCNG committee advocate diversity in the broadest sense.sense, including diversity of experience, expertise and personal characteristics. Diversity, including gender diversity, is important because we believe a variety of points of view contribute to a more effective decision-making process. Although not specifiedWhile maintaining the appropriate mix of skills and experience reflecting the strategic needs of the business and the nature of the environment in which the charter,company operates, the human resources and compensation/nominating and governanceHRCNG committee will actively seeksseek out a broad pool of candidates for board positions from diverse ethnic, race, gender and cultural background.

The candidacyboard will strive to maintain a minimum representation of Ms. Suzanne Blanchet as director was submitted to25% of men and 25% of women directors on the Human Resources and Compensation/Nominating and Governance Committee for review after being highly recommended by a memberboard. As of last year’s annual meeting, 29% of the members 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 towere women. Currently there are two women on the board and with the proposed candidates all being elected at the annual meeting, the board accepted such recommendation. Thewill continue to have a 25% representation of women. After careful consideration as to the mix of skills, experience and personal characteristics that is desired at the board appointedto ensure optimal performance, the board, in consultation with the HRCNG committee, has decided that it is in the best interest of the company to waive Ms. BlanchetDolan’s mandatory retirement at age 75 so that she may stand for reelection exceptionally this year. Ms. Dolan’s breadth of industry experience, deep knowledge of the business, as well as the diversity characteristics she brings to the board as a woman director are factors that have been considered in this decision. The board has hired a recruitment firm to assist in its renewal process and in particular, in its search for women nominee candidates with a view to increase women’s representation on the board to 30% by 2024.

The company also values having a diversity of January 31, 2019personal characteristics within its executive leadership. Accordingly, fostering diversity, inclusive of the representation of men and women, is a key factor in accordance withthe

company’s talent management strategy, which seeks to identify, mentor and develop current executives and employees for more senior positions within the Company’sby-laws.organization. As part of its mandate to monitor the talent management strategy, the HRCNG committee ensures that such policy objectives are taken into account when implementing the talent management strategy and when identifying and evaluating internal or external candidates for executive leadership positions.

The following table illustrates the evolution of the representation of women on the board and at the executive level:

The company also has in place a diversity policy to ensure that all employees are afforded equal consideration and opportunities. The first meeting of the company’s diversity, equity and inclusion working committee took place in early 2022. Composed of employees from all our business segments and corporate functions, the working committee provides recommendations on decisions relating to diversity, equity and inclusion projects and initiatives.

Stockholders who wish to submit director candidates for consideration by our human resources and compensation/nominating and governanceHRCNG committee at the 20202023 annual meeting may do so by submitting in

The audit committee met seven times in 2018.2021.

Environmental, Health, Safety and SafetySustainability Committee

The members of the environmental, health, safety and safetysustainability committee are: Jeffrey A. Hearn (chair), Randall C. Benson, Suzanne Blanchet (chair), Jennifer C. Dolan and Bradley P. Martin. The environmental, health, safety and safetysustainability committee monitors the

Finance Committee

The members of the finance committee are: Randall C. Benson Richard D. Falconer (chair), Suzanne Blanchet, Duncan K. Davies, Bradley P. Martin, Alain Rhéaume and Michael S. Rousseau. The primary responsibilities of the finance committee include:

The finance committee met fivesix times in 2018.2021.

Human Resources, and Compensation/Nominating and Governance Committee or HRCNG

The members of the human resources and compensation/nominating and governanceHRCNG committee are: Randall C. Benson, Duncan K. Davies, Jennifer C. Dolan, Richard D. FalconerAlain Rhéaume (chair) and Michael S. Rousseau (chair until May 25, 2018), Alain Rhéaume (member and chair as May 25, 2018).Rousseau. The human resources and compensation/nominating and governanceHRCNG committee’s primary responsibilities include:

The human resources

The HRCNG committee met sevensix times in 2018.2021.

RELATED PARTY TRANSACTIONS

The board has adopted a related person transactions policy requiring that transactions with certain persons related to the company be subject to approval of the HRCNG committee. “Related person transactions” are generally relationships and transactions 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. In accordance with the policy, certain types of transactions are deemed pre-approved by the committee, such as relationships or transactions involving less than $120,000.

According to the policy, each director, executive officer and the chief accounting officer of the company must promptly notify the senior vice president, corporate affairs and chief legal officer when he or she learns of any proposed or existing related person transaction not previously disclosed to the HRCNG committee, including those deemed pre-approved by the committee under the policy. The senior vice president, corporate affairs and chief legal officer shall review the transaction for the purpose of determining whether it involves a direct or indirect material interest of a related person and inform the HRCNG committee accordingly when its approval is required.

In determining whether to approve or ratify a related person transaction, the HRCNG committee, in consultation with the audit committee when appropriate, will take into account factors it deems appropriate, including whether the related person transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances, whether the transaction was undertaken in the ordinary course of business, whether there are business reasons for the company to enter into the transaction, the purpose and the potential benefits of the transaction to the company and the related person, the extent of the related person’s interest in the transaction and whether the proposed transaction was initiated by the company or the related person. The HRCNG committee shall prohibit any related person transaction (including those deemed pre-approved by the committee under the policy) if it determines the related person transaction to be inconsistent with the interests of the company and its stockholders or if any legal requirements applicable to the related person transaction have not been complied with.

In accordance with the company’s corporate governance principles, the HRCNG 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, in addition to related party transactions, potential conflict of interest situations involving the company, its directors, executive officers, the chief accounting officer and related parties. 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 HRCNG committee, and the director must recuse himself or herself from board consideration and decision on any such transaction.

To our knowledge, there are no related party transaction in the fiscal year 2021 and up to the date of this proxy statement that require disclosure under applicable laws.

DIRECTOR COMPENSATION

Director Compensation for 20182021

Canadian directors received the award in the form of deferred stock units, or “DSUs,“DSUs,” and U.S. directors received the award in the form of restricted stock units, or “RSUs”“RSUs” (collectively,“2018 “2021 cash-settled awards”). The 2018With the exception of Mr. Davies’ award, which vested on December 31, 2021, the 2021 cash-settled awards vested in 25% tranches on the last day of each calendar quarter of 2018. The 20182021. As a result, the 2021 cash-settled awards for all active directors, activeincluding Mr. Davies, as of December 31, 20182021, were

fully vested. The value of each director’s 20182021 cash-settled award and associated dividend equivalents based on theper-share closing trading price on the NYSE of shares of the Company’scompany’s common stock on the last trading day of the year, December 31, 2018,2021, or $7.93,$15.27, is shown below in the table below under “Cash-Settled Equity“Equity Award Component.”

additional companies were Applied Industrial Technologies Inc., Curtiss-Wright Corporation and Gates Industrial Corporation Plc. These three companies were included because the board felt it was appropriate to have additional industrial peers for the benchmarking. The review showed that total director compensation was approximately 25% below the median for its peer group.

As a result of this review, effective January 1, 2022, the board chair, $25,000 forapproved an increase in the audit committee chairtotal compensation and $15,000 fora change of the other committee chairs.cash/equity mix to allocate more compensation to equity. The leadcash/equity mix will change from 50/50 to 40/60. In addition, as further discussed below, the stock ownership guidelines will also increase. These changes result in total director receives an additional annual fee of $20,000. The Companycompensation in line with, or slightly above, the peer group.

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

Cash-SettledEquity Award 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 award or anThe 2021 annual cash-settled award toand its terms are highlighted in the Director Compensation Table above and the accompanying footnotes. The annual cash-settled awards vested in 25% tranches on the last day of each director.calendar quarter of 2021. The 2018 equity award will settle in cash. The Human Resources and Compensation/Nominating and Governance Committee (“compensationHRCNG committee”) adheres to a policy that sets the grant date for the annual awards (whether granted as an equitya stock-settled award or cash-settled award) as the eighth trading date after the release of fourth quarter earnings. For the 20182021 cash-settled award, the grant date was February 12, 2018.

Messrs. Laflamme and Lalonde’s equity awards are set forth in the Summary Compensation Table as permitted under SEC rules.

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 Companycompany stockholders. UnderAs part of the guidelines, eachrecently completed director must own shares or share equivalents of Companycompensation review, the board increased the stock equal to three times the annual cash retainer fee ($225,000 in total as of December 31, 2018). ownership requirement.

For purposes of the guidelines, all shares directly owned and deferred stock units (whether DSUs or RSUs, and whether vested or unvested)unvested, and cash or stock-settled) 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 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 compensationHRCNG 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 are 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. Sharemeasurement, while 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, 2018,2021, all members of the board of directors, except Mr. Davies, own sufficient shares or share equivalents to meet the stock ownership requirement, based on the December 31, 20182021, per-share closing price of $7.93.

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$15.27. Given his short tenure on the board, andMr. Davies did not meet the human resources and compensation/nominating and governance committee, andstock ownership requirement as of December 31, 2021, but continues to hold his shares or share equivalents pursuant to the director must recuse himself or herself from board consideration and decision on any such transaction.guidelines.

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.November 10, 2020. 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 2018.2021.

Effective March 23, 2018, Mr. Lafave, senior vice president, pulp and paper sales and marketing, was appointed to report directlyGirard joined the company as special advisor to Mr. Laflamme. As a result, Mr. Tremblay was appointed senior vice president, pulp and paper operations.

On November 16, 2018, Mr. Lalonde was appointedon February 15, 2021, prior to his appointment as senior vice president and chief financial officer and Ms. Longworth, in view of her January 31, 2019 retirement, resigned from this position.effective March 2, 2021. Mr. Lalonde previously servedSimon similarly joined the company as vice president, strategy and corporate development. Ms. Longworth continued in the role of Special Advisora special advisor to Mr. Lalonde until her retirement from the Company on January 31, 2019.4, 2021, prior to his appointment as president, wood products effective March 1, 2021.

Overview of Compensation Program

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

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

By focusing on providing the right tools for individual success, the Companycompany strives to provide its employees with the means to reach their full potential and, therefore, enhance shareholder value, product quality for our consumers, andclients, the health and safety of our employees.employees, and execute our sustainability strategy.

As part of this system, each year, the named executive officers reporting to the president and chief executive officer are appraised on three elements: mastery of their basic roles, remarkable initiatives and behaviors that can have an adverse effect on their own effectiveness or that ofon the team. The appraisal reviews also identify areas for improvement. These reviews influence the adjustments made to the compensation amounts of the senior vice presidents.these named executive officers.

Role of the Independent Compensation Consultant

Consistent with its authority under its charter, the compensationHRCNG committee selects and retains its own independent advisors to provide guidance on the competitiveness and appropriateness of the compensation programs for the president and chiefnamed executive officer andofficers. For 2021, the senior vice presidents. For 2018, the compensationHRCNG committee retained Hugessen Consulting to provide this advice. In 2018,2021, Hugessen Consulting’s aggregate fees were $58,239$36,865 (converted from Canadian dollars to U.S. dollars based on the average exchange rate for 2018,2021, or $0.7715)$0.7979).

As more fully described below, Hugessen Consulting assists the compensationHRCNG committee in benchmarking certain elements of the executive compensation program against the Company’scompany’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 compensationHRCNG committee. While internal and external information and advice have been used in the ongoing assessment of the executive compensation programs, the compensationHRCNG committee and the independent members of the board retained the full responsibility for all decisions related to the Company’scompany’s compensation programs and plans as well as their implementation.

Role of Management

The compensationHRCNG committee and the president and chief executive officer meet to discuss his performance against the objectives established for him in the beginning of the year. The compensationHRCNG committee reviews his performance and shares its evaluation with the president and chief executive officer.

Timing of Compensation Decisions

The compensationHRCNG committee evaluates total direct compensation (comprising of 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:

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.

20182021 Say-on-Pay Vote

Stockholders approved our executive compensation with 91%99.33% of the votes cast in favor of thenon-binding resolution approving executive compensation, or the“say-on-pay” vote, at the 20182021 annual meeting of stockholders.

The weighted mix, as shown above, is based on the following assumptions: (i) base salary in effect at December 31, 2018;2021; (ii) a 20182021 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 compensationHRCNG committee annuallyregularly 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 chiefnamed executive officer and the senior vice presidents.officers. To make this assessment, the compensationHRCNG committee uses market data based on two comparator groups:an industry comparator group and a blended comparator group. In 2021, the HRCNG committee reviewed and updated the industry comparator group with the assistance of Hugessen. The industry comparator group was reduced to 11 peers from 12. Bemis Company Inc. and KapStone Paper and Packaging Corporation were removed because they were acquired and Stella-Jones Inc. was added.

The following chart shows the resulting comparisons against the respective comparator group, using salary levels in effect beforeafter the June 20182021 base salary adjustments described further below underBase Salary.

Following the compensationHRCNG committee’s review of the benchmarking data and itsthe performance assessment for all named executive officers, the compensationHRCNG committee recommended, and the independent members of the board approved, effective June 1, 2018,2021, base salary adjustments for the named executive teamofficers as follows: a 2%

Mr. Simon’s base salary increase for Ms. Longworth and Messrs. Lafavelump sum payment resulted in a compensation commensurate with his responsibilities and Tremblay and a 3% base salary increase forbetter aligned 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 hisSimon’s 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 positionsthat of president and chief executive officer and senior vice president and chief financial officer.his peer group benchmark.

The compensationHRCNG committee established a currency policy in 2014 to address currency fluctuations that can impact parity among its named executive team.officers. 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’scompany’s pulp, paper and tissue production capacity as of the prior December 31. As a result, for 2018, 51%2021, 63.5% of an executive’s salary was paid in Canadian dollars and 49%36.5% in U.S. dollars. Except for Mr. Laflamme who isLaflamme’s salary as president and chief executive officer that was 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 2019,2022, the portion of base salary paid in Canadian dollars versus U.S. dollars changed slightlywill continue to 61.3%be 63.5% and 38.7%36.5%, respectively, based on the geographic mix of the Company’scompany’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.2021.

20182021 STIP

The annual short-term incentive plan rewards allthe eligible named executive officers for the achievement of the following performance measures that reflect the Company’scompany’s business strategy and factors driving shareholder value:value, which are based on budget targets relating to:

initiatives, and certain limits relatingsubject to the size of the overall individual performance STIP pool.

The allocationindividual payout factor can represent a maximum of 30% of an executive’s STIP payout. For the eligible named executive officers and other senior vice presidents, the individual performance STIP payouts from the individual performance pool to eligible employees cannot result in the total aggregate STIP awards paid exceedingis the sum of all eligible employees’executives’ base salary, multiplied by their respective STIP target percentage and the actual percentage payoutachievement of the company performance metrics, further multiplied by 15%.

For 2021, the total amount payable to the eligible named executive officers and other senior vice presidents, as well as to certain other eligible employees for the Companyportion of their incentive attributable to the achievement of business objectives, is subject to a further limit not exceeding 5% of free cash flow, whether or not performance metrics.levels were achieved. For this purpose, free cash flow is defined as net cash provided by operating activities, less asset maintenance capital expenditures, adjusted for special items.

ExecutivesUnless the HRCNG committee determines otherwise, named executive officers remain eligible for prorated awards if they retire during the year or are terminated other than for cause after July 1, 2018. Executives2021. Named executive officers who voluntarily resign or are terminated for cause before payment is made will not be eligible. The Companycompany 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 alleligible named executive officers, other than Mr. Lalonde, payout levels were established as a percentage of base salary (as in effect on December 31, 2018)2021). 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 20182021 STIP. The 20182021 STIP also provided authority to the compensationHRCNG committee to adjust or cancel awards under the 20182021 STIP at its discretion.

In establishing the payout percentages, the compensationHRCNG committee used benchmarking data from its comparator groups. In general, the incentive target of 100% is above the median for our comparator groups, but, combined

AllThe eligible named executive officers except Messrs. Lafave and Lalonde earned a 20182021 award at 148.1%126% of their annual base salary based on weighted company performance measures. Mr. Lafave earned a 2018The STIP amounts set forth in the Summary Compensation Table reflect the full value of each eligible named executive officer’s STIP award, of 145.9% of his annual base salary based on weighted performance measures. Asincluding the amount attributed for individual performance. The STIP payouts did not need to be reduced as a result of the overall5% limit of 7% ofon free cash flow in 2021 because the respective 2018 STIP payouts were reduced as shown infree cash flow generated by the table below.Mr. Lalonde’s 2018 STIP award payoutcompany was proratedsufficient to reflect his position as senior vice president and chief financial officer from November 16, 2018 until December 31, 2018 andpay the two other positions he occupied in 2018.full amount of the payouts.