Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

June 12, 2024

Date of Report (Date of earliest event reported)

1-13948

(Commission file number)

MATIV HOLDINGS, INC.

(Exact name of registrant as specified in its charter)


Delaware		62-1612879
(State or other jurisdiction of incorporation)		(I.R.S. Employer Identification No.)


100 Kimball Pl, Suite 600
Alpharetta, Georgia		30009
(Address of principal executive offices)		(Zip Code)

1-770-569-4229

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act. (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act. (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange

on which registered

Common Stock, $0.10 par value

MATV

New York Stock Exchange

☐ Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

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)

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

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