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
2021 annual meeting of stockholders. The annual meeting will be held online through a virtual web conference at https://web.lumiagm.com/295854943 on Friday, May 21, 2021, at 9:00 a.m. (Eastern). Proxy materials for the annual meeting are
being made available on or about April 9, 2021.
When we use the terms Resolute, the company, we, us
and our, we mean Resolute Forest Products Inc., a Delaware corporation, and its consolidated subsidiaries, unless the context indicates otherwise.
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 companys website is not a part of, and is not incorporated by reference in this proxy statement.
QUESTIONS AND ANSWERS ABOUT THE ANNUAL GENERAL MEETING AND VOTING
What is the notice of internet availability and why did I not receive a full set of proxy materials?
Notice and Access Rules adopted by the 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 internet (the notice of internet availability) instead of sending a full set of proxy materials in the mail to
our stockholders. This notice of internet availability will be mailed to our stockholders approximately on April 9, 2021, and our proxy materials will be posted on both our corporate website (www.resolutefp.com/Investors/Financial_Reports), the
website referenced in the notice of internet availability as well as on http://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 cost of the
annual meeting. If you are a stockholder and would like to receive a paper or email copy of the proxy materials, you should follow the instructions in the notice of internet availability for requesting copies.
Who is entitled to vote at the annual meeting?
Owners of Resolutes common stock at the close of business on March 23, 2021, the record date for the annual meeting, are entitled to receive the
notice of internet availability and to vote their shares at the meeting. On that date, there were 79,830,748 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 notice of internet availability to you directly. As a stockholder of record, you may vote at the annual meeting by attending the annual meeting online and
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 13-digit
control number, which is included on your notice of internet availability and proxy card and the following password: resolute2021.
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 notice of internet availability is being sent to you by
the intermediary institution through which you hold your shares. If you provide specific voting instructions by mail, telephone or the internet, your intermediary institution will vote your shares as you have directed. You are also invited to attend
the annual meeting 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
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