ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;

APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN

OFFICERS

On May 12, 2020, the stockholders of Resolute Forest Products approved the First Amendment to the Resolute Forest Products 2019 Equity Incentive Plan (or the "First Amendment to the 2019 Incentive Plan") at the Company's 2020 Annual Meeting of Stockholders to increase the number of shares of common stock available for issuance under the plan by 2,300,000 for a total of 5,300,000, and add a minimum vesting schedule of one year for all stock-settled awards granted under the 2019 Incentive Plan. The Company's Board of Directors previously adopted the First Amendment to the 2019 Incentive Plan on March 23, 2020, subject to shareholder approval.

A more detailed description of the First Amendment to the 2019 Incentive Plan was included in the Company's Proxy Statement dated April 2, 2020 (the "Proxy Statement"), under the caption "Management Proposals - Item 4: Vote to Approve the First Amendment to the Resolute Forest Products 2019 Equity Incentive Plan."

The foregoing and the summary of the First Amendment to the 2019 Incentive Plan in the Proxy Statement are not complete summaries of the terms of the First Amendment to the 2019 Incentive Plan and are qualified by reference to the full text of the First Amendment to the 2019 Incentive Plan, which was attached as Appendix A to the Proxy Statement and is attached hereto as Exhibit 10.4 and incorporated by reference.

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

(a) Resolute Forest Products Inc. held its annual meeting of stockholders on

May 12, 2020.




(b) The stockholders:




    •    elected each of the seven director nominees listed below to hold office
         until the 2021 annual meeting of stockholders, or until his or her
         successor has been elected and qualified;




    •    ratified the appointment of PricewaterhouseCoopers LLP as independent
         registered public accounting firm for the 2020 fiscal year;




  • adopted a non-binding resolution approving executive compensation; and




    •    approved the First Amendment to the Resolute Forest Products 2019 Equity
         Incentive Plan.

1. Vote on the election of directors:






                                                                               Broker
                                   For            Against       Abstain       non-votes
       Randall C. Benson         70,113,685       1,318,929       35,410       5,312,821
       Suzanne Blanchet          70,513,477         936,628       17,919       5,312,821
       Jennifer C. Dolan         70,397,305       1,050,752       19,967       5,312,821
       Yves Laflamme             70,528,217         924,054       15,753       5,312,821
       Bradley P. Martin         70,153,732       1,280,482       33,810       5,312,821
       Alain Rhéaume             69,915,929       1,528,201       23,894       5,312,821
       Michael S. Rousseau       70,141,677       1,305,731       20,616       5,312,821

2. Vote on the ratification of the appointment of PricewaterhouseCoopers LLP:





For                  76,075,729
Against                 683,916
Abstain                  21,200
Broker non-votes              0

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3. Advisory vote to approve executive compensation:






For                  65,516,174
Against               5,880,233
Abstain                  71,616
Broker non-votes      5,312,822

4. Approval of the company's First Amendment to the 2019 Equity Incentive Plan


    and its material terms:




For                  70,316,249
Against               1,114,199
Abstain                  37,575
Broker non-votes      5,312,822

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.





Exhibit
Number       Description

10.4         First Amendment to the Resolute Forest Products 2019 Equity Incentive Plan

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