UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Director
On June 13, 2024, the board of directors (the “Board”) of Mativ Holdings, Inc. (the “Company”) appointed John K. Stipancich as an independent director to serve a term expiring at the Company’s 2027 annual meeting, effective immediately. The Board also appointed Mr. Stipancich to serve as a member of the Board’s audit committee.
As compensation for his service on the Board, Mr. Stipancich will receive the Company’s standard compensation for non-employee directors, which is described in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 14, 2024, under the heading “Director Compensation.” In connection with his appointment as a director, the Company entered into its standard form of indemnification agreement with Mr. Stipancich. The form of indemnification agreement was originally filed by the Company as Exhibit 99.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 3, 2009.
Mr. Stipancich has no family relationships with any director or executive officer of the Company, and there were no arrangements or understandings with any person pursuant to which he was selected as a director of the Company. In addition, there have been no transactions directly or indirectly involving Mr. Stipancich that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended.
A copy of the Company’s press release announcing Mr. Stipancich’s appointment is attached hereto as Exhibit 99.1.
Departure of Director
On June 12, 2024, Jeffrey Keenan, a member of the Board, resigned from the Board and the audit and nominating & governance committees of the Board, effective immediately. Mr. Keenan’s decision to resign from the Board did not involve any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. |
Description of Exhibit | |
| 99.1 | Press Release, dated June 18, 2024, announcing appointment of John K. Stipancich as a director | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MATIV HOLDINGS, INC. | ||
| (Registrant) | ||
| By: | /s/ Greg Weitzel | |
| Greg Weitzel | ||
| Executive Vice President and | ||
| Chief Financial Officer | ||
Dated: June 18, 2024
2
Exhibit 99.1
Press Release
Mativ Announces Changes to its Board of Directors
ALPHARETTA, Ga. – June 18, 2024 – Mativ Holdings, Inc. (NYSE: MATV) today announced it has appointed John K. Stipancich as an independent member of its board of directors, effective June 13, 2024, for a term of office expiring at the 2027 annual meeting. In connection with his appointment, Stipancich has also been appointed to serve on the Board’s audit committee.
“We’re pleased to welcome John to the Board. With over 30 years of experience, he brings a deep well of legal, operational, and financial expertise to Mativ’s Board,” said Mativ’s President and Chief Executive Officer, Julie Schertell.
Stipancich currently serves as Executive Vice President, General Counsel and Secretary of Roper Technologies, Inc., an operator of market leading businesses that design and develop vertical software and technology enabled products for a variety of niche markets.
“John is a great addition to our Board,” said Dr. Kimberly E. Ritrievi, Chair of Mativ’s Board of Directors. “He has played a key role in Roper’s impressive cash flow compounding and shareholder return story over the past eight years, and we look forward to him making important contributions to help drive Mativ’s continued growth and shareholder value creation.”
Stipancich joined Roper in 2016. Prior to joining Roper, Stipancich was Executive Vice President and Chief Financial Officer of Newell Brands Inc., where he has also served as General Counsel and Corporate Secretary, and Executive Leader of its operations in the Europe, Middle East, and Africa region. Stipancich previously served in leadership roles with Evenflo Company and Borden, both KKR portfolio companies at the time.
The Company also announced that Director Jeffrey J. Keenan has decided to step down from the Board following eight years of dedicated service to Mativ Holdings, Inc. and its predecessor, Schweitzer-Mauduit International, Inc. effective as of June 12, 2024.
“I would like to thank Jeffrey for his many years of exceptional service to Mativ and the Board,” said Ritrievi. “His leadership and contributions have been invaluable, and we wish him continued success in his endeavors.”
About Mativ
Mativ Holdings, Inc. is a global leader in specialty materials headquartered in Alpharetta, Georgia. The company makes material impacts on the world every day through a wide range of critical components and engineered solutions that solve our customers’ most complex challenges. We manufacture on three continents and generate sales in nearly 100 countries through our family of business-to-business and consumer product brands. The company’s two segments, Filtration & Advanced Materials and Sustainable & Adhesive Solutions, target premium applications across diversified and growing end-markets, from filtration to healthcare to sustainable packaging and more. Our broad portfolio of technologies combines polymers, fibers, and resins to optimize the performance of our customers’ products across multiple stages of the value chain. Our leading positions are a testament to our best-in-class global manufacturing, supply chain, and materials science capabilities. We drive innovation and enhance performance, finding potential in the impossible.
Chris Kuepper, IRC
Director, Investor Relations
770-569-4229
investors@mativ.com
Leah Sherman-Jones
Corporate Communications
media@mativ.com
Document and Entity Information |
Jun. 12, 2024 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0001000623 |
| Document Type | 8-K |
| Document Period End Date | Jun. 12, 2024 |
| Entity File Number | 1-13948 |
| Entity Registrant Name | MATIV HOLDINGS, INC. |
| Entity Incorporation State Country Code | DE |
| Entity Tax Identification Number | 62-1612879 |
| Entity Address, Address Line One | 100 Kimball Pl |
| Entity Address, Address Line Two | Suite 600 |
| Entity Address, City or Town | Alpharetta |
| Entity Address, State or Province | GA |
| Entity Address, Postal Zip Code | 30009 |
| City Area Code | 1-770 |
| Local Phone Number | 569-4229 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock, $0.10 par value |
| Trading Symbol | MATV |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | false |
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