February 2012
Over The Wire Tissue Edition
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Wausau, Starboard Reach Agreement

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Wausau Paper, Mosinee, Wis., USA, this week announced an agreement with Starboard Value LP and its affiliates regarding composition of the company’s board of directors. According to the agreement, Wausau will nominate two new directors recommended by Starboard, Michael Burandt and Charles Hodges, neither of whom is employed by or affiliated with Wausau or Starboard. The nominations will be included in Wausau’s 2012 proxy statement and submitted for stockholder approval at the company's 2012 annual meeting.

In addition, the company also agreed to form a newly-created committee of the board, to be made up of four individuals, including Burandt and Hodges. The committee will advise the board with respect to operations of, and investments and capital spending in, the company’s business.

In connection with the nominations, Starboard, which beneficially owns approximately 9.7% of the outstanding shares of Wausau’s common stock, has agreed to vote all of its shares in favor of each of the board's nominees at the 2012 annual meeting. A total of four director nominees will stand for election at the 2012 Annual Meeting, including the two Starboard recommended candidates. If all nominees are elected, the Wausau board will be expanded to eight directors—six independent directors, Thomas J. Howatt (non-executive chairman of the board), and Henry C. Newell (Wausau’s president and CEO). The board is currently comprised of six members.

The complete agreement between Wausau and Starboard will be included as an exhibit to the company's Current Report on Form 8-K that will be filed with the Securities and Exchange Commission.
Wausau Paper produces and markets a complete line of away-from-home (AFH) towel and tissue products as well as specialty papers for industrial, commercial, and consumer end markets.



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