Mativ Holdings Inc

05/02/2025 | Press release | Distributed by Public on 05/02/2025 14:30

Proxy Results, Management Change/Compensation (Form 8-K)

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Approval of Amendment No. 1 to the Mativ Holdings, Inc. 2024 Equity and Incentive Plan
At the 2025 Annual Meeting of Stockholders of Mativ Holdings, Inc. (the "Company") held on April 30, 2025 (the "2025 Annual Meeting"), the Company's stockholders approved Amendment No. 1 (the "Plan Amendment") to the Mativ Holdings, Inc. 2024 Equity and Incentive Plan ("2024 Plan"), which previously had been approved by the Company's Board of Directors (the "Board") subject to stockholder approval. The Plan Amendment increases by 2,300,000 the maximum number of shares of common stock authorized to be issued under the 2024 Plan. Subject to the terms and conditions of the 2024 Plan, and after giving effect to the Plan Amendment, the number of shares of Company common stock authorized for grants under the 2024 Plan is 5,100,000 shares. Further information regarding the Plan Amendment was provided in the Company's proxy statement filed with the Securities and Exchange Commission on March 21, 2025 (the "Proxy Statement").
The foregoing description of the Plan Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Plan Amendment, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders
At the Company's 2025 Annual Meeting of Stockholders held on April 30, 2025, the following matters were considered and acted upon with the results indicated below.
Proposal One - Election of Directors
The following individual was elected as Class III director to serve a three-year term:
Name of Nominee
FOR WITHHELD BROKER NON-VOTE
Kimberly E. Ritrievi, ScD
45,958,023 1,366,519 3,720,357
Proposal Two - Ratification of the Selection of Independent Registered Public Accounting Firm
FOR AGAINST ABSTAIN
Ratification of the selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2025 50,277,342 729,887 37,670
Proposal Three - Non-Binding Advisory Vote to Approve Executive Compensation
FOR AGAINST ABSTAIN BROKER NON-VOTE
Stockholders vote, on an advisory basis, to approve the compensation paid to the Company's Named Executive Officers ("say-on-pay" vote) 44,914,471 2,011,425 398,646
3,720,357
Proposal Four - Approval of the Adoption of Amendment No. 1 to the Mativ Holdings, Inc. 2024 Equity and Incentive Plan
FOR AGAINST ABSTAIN BROKER NON-VOTE
Stockholders vote to approve Amendment No. 1 to the Mativ Holdings, Inc. 2024 Equity and Incentive Plan 43,838,308 3,263,164 223,070
3,720,357
The above items are described in more detail in the Company's Proxy Statement.
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