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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) | |
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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
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