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

Montreal, Quebec

H3C 2M1H3B 2N2, Canada

April 2, 202014, 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 27, 2022, at 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/172118479 on Tuesday, May 12, 2020,295854943 and in person at 9:00 a.m. (Eastern). The annualthe 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 is being held entirely online duein person, subject to public health restrictions relating to the emerging public health impactCOVID-19 pandemic at the time of the coronavirus outbreak (COVID-19) and to allow us to continue to proceed withmeeting, or joining the meeting while mitigating health and safety risks to participants. You will be ableonline. Whether you choose to attend and participate in the annual meetingperson or online, at https://web.lumiagm.com/172118479, where 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 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 20192021 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 your 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

Montreal, Quebec

H3C 2M1H3B 2N2, Canada

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 12, 202027, 2022

April 2, 202014, 2022

Dear Stockholder:

The 20202022 annual meeting of stockholders of Resolute Forest Products Inc. will be held on Friday, May 27, 2022, at 8:00 a.m. (Eastern) online through a virtual web conference at https://web.lumiagm.com/172118479 on Tuesday, May 12, 2020,295854943 and in person at 9:00 a.m. (Eastern),the Montreal Marriott Chateau Champlain, located at 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 16, 2020.29, 2022.

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

stockholders to be held on May 12, 2020:27, 2022:

The proxy statement and our 20192021 annual report are available at

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

TheThis year’s annual meeting is being held entirely online due to the emerging public health impact of the coronavirus outbreak (COVID-19) and to allow us to continue to proceed with the meeting while mitigating health and safety risks to participants. Youstockholders will be able to attend and participate in the annual meetingconducted both online through a virtual web conference at https://web.lumiagm.com/172118479,295854943 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 2, 202014, 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 20202022 annual meeting of stockholders. TheThis year’s annual meeting of stockholders will be heldconducted on Friday, May 27, 2022, at 8:00 a.m. (Eastern) both online through a virtual web conference at https://web.lumiagm.com/172118479 on Tuesday, May 12, 2020,295854943 and in person at 9:00 a.m. (Eastern).the Montreal Marriott Chateau Champlain, located at 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 2, 2020.14, 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 2, 2020,14, 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 http:https://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 16, 2020,29, 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 87,355,67776,796,573 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, American Stock Transfer & Trust Company, 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 andby following the instructions posted at https://web.lumiagm.com/172118479,295854943, 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/172118479.295854943. 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 help@astfinancial.comproxy@astfinancial.com at least five business days prior to May 27, 2022, to secure a proxy card with the 11-digit11- or 12-digit control number in order to vote.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?

TheThis year’s annual meeting is being held entirelyof stockholders will be conducted both online duethrough 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 emerging public health impactCOVID-19 pandemic at the time of the coronavirus outbreak (COVID-19) and to allow us to continue to proceed withmeeting, or joining the meeting while mitigating healthonline. Whether stockholders choose to attend in person or online, they will be able to listen to the meeting live, submit questions and safety

Access to the Audio Webcast. The live audio webcast of the annual meeting will begin promptly at 9:00 a.m. (Eastern) on May 12, 2020. Online access to the audio webcast will be available approximately 30 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/172118479. You will need your unique 11-digit control number, which appears on your Notice of Internet Availability. In the event that you do not have a control number, please contact your intermediary institution as soon as possible, so that you can be provided with a control number and gain access to the meeting.

Please monitor our annual meeting website at www.resolutefp.com/Investors for any further updates regarding our online annual meeting.

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 shareholderstockholder meeting website at https://web.lumiagm.com/172118479.295854943. We intend to answer properly submitted questions that are pertinentrelating to the Companycompany 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 pertinentrelevant to meeting matters or that are otherwise inappropriate. Questions and answers willmay 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 adoption of the First Amendment to 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 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 5000,400, Montreal, Quebec, H3C 2M1,H3B 2N2, Canada from May 1, 2020,17, 2022, through May 11, 2020.26, 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/172118479.295854943.

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, participating online, at https://web.lumiagm.com/172118479in 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:

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 Companycompany 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.

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 American Stock Transfer & Trust Company, LLC at(877) 283-0324 (toll free for Canada and the U.S.) or (718)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 will receive only one set of proxy 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 Noticesnotices of Internet Availability.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 proxy 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.agent, American Stock Transfer & Trust Company, LLC, at (877) 283-0324 (toll free for Canada and the U.S.) or (718) 921-8300 (800- 937-5449 or 718-921-8300), or at 6201 15th Avenue, Brooklyn NY 11219. 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’scompany’s objectives for the benefit of stockholders and supervise the management of the Company.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’scompany’s overall objectives. The corporate governance principles noteprovide information on the

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:

Director Independence

The Company’scompany’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 governanceHRCNG committee, the board has determined that at the date of this proxy statement six out of the Company’scompany’s eight incumbentnominee directors are independent, as defined in the NYSE’s corporate governance standards and ourby-laws, namely: Randall C. Benson, Suzanne Blanchet, Duncan K. Davies, Jennifer C. Dolan, Richard D. Falconer, Alain Rhéaume and Michael S. Rousseau. Jeffrey A. Hearn, who resigned as director as of August 21, 2019 was also independent, as defined in the NYSE’s corporate governance standards and ourby-laws.

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���sdirector’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.

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 Companycompany directors. The code of business conduct establishes the fundamental ethical values and standards the Companycompany expects in the work and business activities of its employees, officers and directors. The code of conduct provides that responsible environmental stewardship is both an ethical obligation and a business imperative, integral to our overall commitment to sustainable development.

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’scompany’s corporate governance principles and the related person transactions policy describe the policy concerningprocess applicable to the disclosure, review and approval of conflicts of interest orand related partyperson transactions, with respect to directors.including situations involving directors and executive officers. The corporate governance principles, together with the code of business conduct, provide guidance to directors in handling unforeseen situations as they arise, and theycompany’s policies provide that each director:

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:

company’s talent management strategy, which seeks to identify, mentor and develop current executives and employees for more senior positions within the 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 20212023 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 Inc., 111 Robert-Bourassa Boulevard,1010 De La Gauchetière Street West, Suite 5000,400, Montreal, Quebec, H3C 2M1,H3B 2N2, Canada no earlier than February 11, 2021,26, 2023, and no later than March 13, 2021.28, 2023.

Meetings and Committees

The board met eightten times in 2019. No incumbent2021. Each director attended fewer than 75% of the aggregate number ofall regular and special meetings of the board and all regular and special meetings 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 directors standing for reelection attended last year’s annual meeting of stockholders. For detailed attendance information for incumbent directors, please see their individual biographical information below.

The board has adopted a written charter for each of its four standing committees: the audit committee, the human resources and compensation/nominating and governanceHRCNG committee, the environmental health, safety and safetysustainability 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: Suzanne Blanchet, Jennifer C. Dolan, Suzanne, Blanchet (as of May 24, 2019), Richard D. Falconer, Alain Rhéaume and Michael S. Rousseau (chair). 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.” 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:

Finance Committee

The members of the finance committee are: Randall C. Benson (chair as of May 24, 2019)(chair), Suzanne Blanchet, (as of May 24, 2019), Richard D. Falconer (chair until May 24, 2019),Duncan K. Davies, Bradley P. Martin, Alain Rhéaume and Michael S. Rousseau. The primary responsibilities of the finance committee include:

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 20192021

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,“2019 “2021 cash-settled awards”). The 2019With 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 2019. The 20192021. As a result, the 2021 cash-settled awards for all active directors, activeincluding Mr. Davies, as of December 31, 20192021, were

fully vested. The value of each director’s 20192021 cash-settled award 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, 2019,2021, or $4.20,$15.27, is shown below in the table under “Cash“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.

Resolute Forest Products Outside Director Deferred Compensation Plan

Non-employee directors have 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 dividingmultiplying 110% oftimes the amount of fees deferred and dividing this amount by the volume weighted average of the highest and lowest prices per share at which the Company’scompany’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, resultingpaid. This formula results in a 10% incentive (referred to in the director deferred compensation plan as the “premium“premium stock units”units”).

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

Equity Award Component

In addition toThe 2021 annual cash-settled award and its terms are highlighted in the cash fee componentDirector Compensation Table above and the accompanying footnotes. The annual cash-settled awards vested in 25% tranches on the last day of the directors’ compensation, to ensure the directors’ interests are aligned with thoseeach calendar quarter of the stockholders, we grant an annual equity-based award to each director.2021. The 2019 equity award settles in cash. The human resources and compensation/nominating and governanceHRCNG committee (“compensation committee”) adheres to a policy that sets the grant date for the annual awards (whether granted as a stock-settled award or cash-settled award) as the eighth trading date after the release of fourth quarter earnings. For the 20192021 cash-settled award, the grant date was February 12, 2019.

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

In addition, on January 9, 2011, and upon the Company’scompany’s emergence from creditor protection proceedings in 2010, Messrs. Falconer, Hearn, Rhéaume and Rousseau received aone-time option grant. The option award covered

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, 2019). 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, while share equivalents 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, 2019,2021, all members of the board of directors, except Ms. Blanchet,Mr. Davies, own sufficient shares or share equivalents to meet the stock ownership requirement, based on the December 31, 20192021, per-share closing price of $4.20. Ms. Blanchet continues to hold her shares pursuant to$15.27. Given his short tenure on the guidelines, butboard, Mr. Davies did not meet the stock ownership requirement as of December 31, 2019 given her shorter tenure on2021, but continues to hold his shares or share equivalents pursuant to the board.guidelines.

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.

filed on 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 2021.

Mr. Girard joined the quarter that ended June 30, 2017.company as special advisor to Mr. Minguez became eligibleLalonde on February 15, 2021, prior to receive equity awards underhis appointment as senior vice president and chief financial officer effective March 2, 2021. Mr. Simon similarly joined the Company’s long-term equity incentive plan (“LTIP”) in 2018.company as a special advisor to Mr. Lalonde on January 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 clients, and 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 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 named executive officers. For 2019,2021, the compensationHRCNG committee retained Hugessen Consulting to provide this advice. In 2019,2021, Hugessen Consulting’s aggregate fees were $25,880$36,865 (converted from Canadian dollars to U.S. dollars based on the average exchange rate for 2019,2021, or $0.7537)$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.

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:

20192021 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 20192021 annual meeting of stockholders.

The weighted mix, as shown above, is based on the following assumptions: (i) base salary in effect at December 31, 2019;2021; (ii) a 20192021 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 named executive 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 after the June 20192021 base salary adjustments described further below underBase Salary.

Following the compensationHRCNG committee’s review of the benchmarking data and the performance assessment for all named executive officers, the compensationHRCNG committee recommended, and the independent members of the board approved, effective June 1, 2019,2021, base salary adjustments for the named executive officers as follows: a 2.5%

Mr. Simon’s base salary increase for Messrs. Laflamme and Vachon,lump sum payment resulted in a 2%compensation commensurate with his responsibilities and better aligned Mr. Simon’s base salary increase for Mr. Minguez and a 15% base salary increase for Mr. Lalonde. In October 2019, Mr. Lalonde received an additional 5%off-cycle base salary adjustment. When Mr. Lalonde was appointed senior vice president and chief financial officer in 2018,with that of his base salary was established at a level considerably lower than the peer group benchmark. Theoff-cycle adjustment was intended to narrow the gap between Mr. Lalonde’s base salary and the benchmark.

The compensationHRCNG committee established a currency policy in 2014 to address currency fluctuations that can impact parity among its named executive 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 2019, 61.3%2021, 63.5% of an executive’s salary was paid in Canadian dollars and 38.7%36.5% in U.S. dollars. Except for Messrs. LaflammeMr. Laflamme’s salary as president and Minguez who arechief executive officer that was paid in U.S. dollars, the numbers shown in the Summary Compensation Table have been converted to U.S. dollars at exchange rates disclosed in the footnotes to the table. For 2020,2022, the portion of base salary paid in Canadian dollars versus U.S. dollars will continue to be 68.9%63.5% and 31.1%36.5%, respectively, based on the geographic mix of the Company’scompany’s pulp, paper and tissue production capacity as of December 31, 2019.2021.

20192021 STIP

The annual short-term incentive plan rewards the 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:

The 20192021 STIP primarily focused on rewarding individuals for achieving our business objectives while balancing stockholder return. The STIP is calculated as follows for all NEOs.

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.

initiatives, subject to the individual performance STIP pool. The individual 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 pool is the sum of all eligible executives’ base salary, multiplied by the actual achievement of the Companycompany performance metrics, further multiplied by 15%.

For 2019,2021, the total amount payable to the eligible named executive officers and the other senior vice presidents,, as well as to certain other eligible employees for the portion of their incentive attributable to the achievement of business objectives, is subject to a further limited tolimit not exceeding 5% of free cash flow. The limit applied even ifflow, whether or not performance 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.

NamedUnless 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, 2019.2021. 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 eligible named executive officers, payout levels were established as a percentage of base salary (as in effect on December 31, 2019)2021). No officer or individual was guaranteed a minimum payout under the 20192021 STIP. The 20192021 STIP also provided authority to the compensationHRCNG committee to adjust or cancel awards under the 20192021 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 with the 5% of free cash flow limit on STIP payments described above plus lower base salary levels in its comparator groups, reflects the compensationHRCNG committee’s adherence to conditioning a significant portion of pay on Companycompany 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 eligible named executive officers earned a 20192021 award at 53%126% of their annual base salary based on weighted Companycompany performance measures. As a result of the 5% of free cash flow limit on the STIP payout to certain eligible employees, the respective 2019 STIP payouts based on Company performance metrics were reduced as shown in the table below. The STIP amounts set forth in the Summary Compensation Table reflect the full value of each eligible named executive officer’s STIP award, including the amount attributed for individual performance. The STIP payouts did not need to be reduced as a result of the 5% limit on free cash flow in 2021 because the free cash flow generated by the company was sufficient to pay the full amount of the payouts.

On January 28, 2020,February 2, 2022, the independent members of the board approved the 20202022 STIP withretaining the same performance measures for corporate performance as the 2019 STIP.2021 STIP and adding a new metric, namely the

reduction of greenhouse gas (GHG) emissions, in the ESG category with a 5% weighting. As a result, the independent members of the board adjusted the weighting of other metrics to account for the new ESG metric. Specifically, the weighting for the SG&A cost control metric was reduced from 20% to 15% and the safety — frequency rate metric was reduced from 15% to 10%. In contrast, the weighting of the following three operational performance metrics were increased: the productivity metric increased from 7% to 10%; the fixed costs metric increased from 4% to 5%, and the usage of variable components from 4% to 5%.

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 considered whether they should exercise their discretion in grantingto grant additional cash awards for individual performance on a limited and ad hoc basis. When granted, the awards are discretionary and intended to reward high effectiveness in an individual’s role and/or remarkable initiatives. Remarkable initiatives are measured based on three criteria: intensity, integration and innovation. At management’s recommendation, theThe committee did not approve any individual discretionary awards be granted to the named executive officers for 2019.2021.

LTIP

The compensationHRCNG 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 compensationHRCNG committee believes that named executive officers can stay focused on maximizing stockholder value over the long term. Since 2014, the annual equity award consists of an equity

The HRCNG committee grants a mix of 50% in RSUs and 50% in performance share units (“PSU”s). This combination emphasizes (i)(PSUs) and restricted stock units (RSUs) on the terms generally described below. Both PSUs and RSUs create a retention elementincentive for executives with key differences. Each unit, whether it is a PSU or an RSU, has a value equal to a share of company stock.

Key Features of the equityLTIP awards and (iii) the tie to company performance for the PSUs.are:

For the named executive officers, the compensationHRCNG committee made an annual equity award grant at its October 20192021 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 Companycompany 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 by the independent members of the board with a November 11, 2019 grant date.

The size of the equity awards is based on a percentage of salary. While the compensationHRCNG committee has discretion to adjust the size of the equity awards for an executive’s performance, the compensationHRCNG committee chose not to exercise this discretion in respect of the 20192021 annual equity award. The independent members of

In addition to the board granted Mr. Laflamme anannual equity award, with a value equal to 225% of his base salaryMessrs. Girard and the other named executive officersSimon received an initial equity awards with a value equal to 125% of their base salaries.

The equity awards for the named executive officers are stock-settled and are subject to certain individual stock limits under the LTIP as an anti-dilution measure. The numberaward of RSUs and PSUs awarded under the 2019 annual equity grant for the named executive officers 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 11, 2019with a grant date or $3.88. However, using this formula, the number of RSUsMarch 2, 2021, and PSUs covered by Mr. Laflamme’s equityJanuary 4, 2021, respectively. This award would have exceeded the LTIP individual stock limits. As a result, Mr. Laflamme’s awards for 2019 were limited to 200,000 RSUs and 200,000 PSUs. To allow Mr. Laflamme to realize the full potential of his awardhad an initial grant value the independent members of the board also granted Mr. Laflamme a cash-settled RSU award covering 134,954 RSUs.

The stock-settled RSU award will vest 25% on December 1 of each of the four calendar years after the year of grant for a 48 month vesting period. Mr. Laflamme’s cash-settled RSU will vest, ratably, on December 1 of each of the three calendar years after the year of grant for a 36 month vesting period. The three calendar year vesting period for cash-settled RSUs is intended to comply with Canadian tax law. For each vested cash-settled RSU at settlement, Mr. Laflamme will receive an amount in cash equal to an average market value. For this purpose, average market value is equal to the volume weighted average8 months of the highestMr. Girard’s annual base salary and lowest prices per share at which our common stock is traded on the New York Stock Exchange on each12 months of the five business days immediately preceding each vesting date.