Glatfelter Amends 8-K on Material Agreements, Officer Changes

TL;DR

**Glatfelter just amended an 8-K about big deals and exec changes; watch for details!**

AI Summary

Glatfelter Corporation filed an 8-K/A on February 12, 2024, amending a previous report from February 6, 2024. This amendment specifically relates to "Entry into a Material Definitive Agreement" and "Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers." While the filing doesn't detail the specifics of these agreements or personnel changes, it indicates that Glatfelter is making significant corporate adjustments, which could impact its operational strategy and financial performance. Investors should monitor subsequent filings for details on these material agreements and executive compensation, as they could signal future growth or cost implications.

Why It Matters

This filing signals that Glatfelter is undergoing significant corporate changes, potentially impacting its strategic direction, leadership, and financial commitments. Investors need to understand the details of these material agreements and executive changes to assess future company performance and stock value.

Risk Assessment

Risk Level: medium — The filing indicates material agreements and officer changes without providing specifics, creating uncertainty about their potential positive or negative impact.

Analyst Insight

A smart investor would await further detailed filings from Glatfelter Corporation to understand the specifics of the 'Material Definitive Agreement' and 'Compensatory Arrangements of Certain Officers' before making any investment decisions, as these details will clarify the financial and strategic implications.

Key Players & Entities

• Glatfelter Corporation (company) — the registrant filing the 8-K/A
• February 6, 2024 (date) — date of the earliest event reported
• February 12, 2024 (date) — date the 8-K/A was filed

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common Stock, $0.01 par value per share GLT New York St
• $1,000,000 — ng compensation: Annual base salary of $1,000,000; Annual cash bonus target opportunity
• $4,600,000 — equity grant with a grant date value of $4,600,000 granted under the Company's executive e
• $6.0 million — payable under the Retention Program is $6.0 million. Retention bonuses will be paid in two

Filing Documents

• tm245924d1_8ka.htm (8-K/A) — 61KB
• tm245924d1_ex2-1.htm (EX-2.1) — 884KB
• tm245924d1_ex2-2.htm (EX-2.2) — 521KB
• tm245924d1_ex10-1.htm (EX-10.1) — 132KB
• tm245924d1_ex10-2.htm (EX-10.2) — 177KB
• 0001104659-24-014952.txt ( ) — 2289KB
• glt-20240206.xsd (EX-101.SCH) — 3KB
• glt-20240206_lab.xml (EX-101.LAB) — 33KB
• glt-20240206_pre.xml (EX-101.PRE) — 22KB
• tm245924d1_8ka_htm.xml (XML) — 4KB

01

Item 1.01 Entry into a Material Definitive Agreement. As previously disclosed in a Form 8-K filed by Glatfelter Corporation, a Pennsylvania corporation (" Glatfelter " or the " Company "), with the Securities and Exchange Commission (the " SEC ") on February 7, 2024, Glatfelter, Treasure Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of Glatfelter (" First Merger Sub "), and Treasure Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Glatfelter (" Second Merger Sub " and, together with First Merger Sub, the " Merger Subs "), entered into certain definitive agreements with Berry Global Group, Inc., a Delaware corporation (" Berry "), and Treasure Holdco, Inc., a Delaware corporation and a wholly owned subsidiary of Berry (" Spinco "). The definitive agreements provide for a series of transactions pursuant to which, among other things, Berry will transfer the business, operations and activities that constitute the global nonwovens and hygiene films business of Berry (the " HHNF Business ") to Spinco, subject to the terms and conditions set forth in the definitive agreements (the " Separation "). In connection with the Separation, Spinco will assume certain debt of the HHNF Business and will make certain cash distributions to Berry. After the Separation, Berry will distribute to its stockholders 100% of the issued and outstanding shares of common stock, par value $0.01 per share, of Spinco held by Berry by way of either a pro rata dividend or, with Glatfelter's consent, an exchange offer (the " Distribution "). After the Distribution, First Merger Sub will be merged with and into Spinco, with Spinco being the surviving corporation and a wholly owned subsidiary of Glatfelter, immediately following which Spinco will be merged with and into Second Merger Sub, with Second Merger Sub being the surviving limited liability company and a wholly owned subsidiary of Glatfelter (collectively, the " Merger "). Th

Financial Statements and Exhibits

Financial Statements and Exhibits (d) Exhibits 2.1 RMT Transaction Agreement, dated as of February 6, 2024, by and among Glatfelter Corporation, Treasure Merger Sub I, Inc., Treasure Merger Sub II, LLC, Berry Global Group, Inc., and Treasure Holdco, Inc.* 2.2 Separation and Distribution Agreement, dated as of February 6, 2024, by and among Glatfelter Corporation, Berry Global Group, Inc., and Treasure Holdco, Inc. * 10.1 Employee Matters Agreement, dated as of February 6, 2024, by and among Glatfelter Corporation, Berry Global Group, Inc., and Treasure Holdco, Inc. * 10.2 Tax Matters Agreement, dated as of February 6, 2024, by and among Glatfelter Corporation, Berry Global Group, Inc., and Treasure Holdco, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Certain schedules (or similar attachments) have been omitted pursuant to Item 601(a)(5) or Item 601(b)(2) of Regulation S-K. The registrant agrees to furnish copies of such schedules (or similar attachments) to the U.S. Securities and Exchange Commission upon request. 5

SIGNATURES

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. Glatfelter Corporation February 12, 2024 By: /s/ Jill L. Urey Name: Jill L. Urey Title: Vice President, General Counsel & Compliance

View Full Filing

View this 8-K/A filing on SEC EDGAR