Glatfelter Elects New Directors, Reports Officer Compensation

TL;DR

Glatfelter board gets new faces, exec pay details filed.

AI Summary

Glatfelter Corporation announced on August 16, 2024, a change in its board of directors, with the election of two new directors, Christopher J. Lenton and Kevin M. McEvoy. The company also reported on compensatory arrangements for its officers. This filing is a current report under Section 13 or 15(d) of the Securities Exchange Act of 1934.

Why It Matters

Changes in board composition can signal shifts in company strategy or governance, while updates on executive compensation are closely watched by investors for alignment with performance.

Risk Assessment

Risk Level: low — This filing primarily concerns routine corporate governance and executive compensation disclosures, with no immediate financial distress or significant operational changes indicated.

Key Players & Entities

• Glatfelter Corporation (company) — Registrant
• Christopher J. Lenton (person) — Newly Elected Director
• Kevin M. McEvoy (person) — Newly Elected Director
• August 16, 2024 (date) — Date of Report

FAQ

Key Financial Figures

• $0.01 — e on which registered Common Stock, $0.01 par value per share GLT New York St

Filing Documents

• tm2421823d1_8k.htm (8-K) — 44KB
• tm2421823d1_ex99-1.htm (EX-99.1) — 46KB
• tm2421823d1_ex99-1img01.jpg (GRAPHIC) — 7KB
• 0001104659-24-090302.txt ( ) — 290KB
• glt-20240816.xsd (EX-101.SCH) — 3KB
• glt-20240816_lab.xml (EX-101.LAB) — 33KB
• glt-20240816_pre.xml (EX-101.PRE) — 22KB
• tm2421823d1_8k_htm.xml (XML) — 4KB

02

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. As previously disclosed, the Company has been working with Berry to determine leadership and other organizational positions for Magnera, including the board of directors of the combined company post-Closing (the " Magnera Board "). Pursuant to certain of the Transaction Agreements, the Magnera Board will consist of nine directors, comprised of the CEO of Magnera plus five directors designated by Berry and three directors designated by Glatfelter. The parties previously disclosed that Kevin M. Fogarty, current Non-Executive Chair of Glatfelter, will continue in the same role on the Magnera Board and Curtis (Curt) L. Begle, current President of Berry's Health, Hygiene and Specialties Division, will serve as Magnera's Chief Executive Officer and as a director of Magnera. On August 16, 2024, Glatfelter and Berry issued a joint press release announcing additional designees to the Magnera Board. As a result of these announcements, the current slate of announced director designees is as follows: Kevin M. Fogarty , current Non-Executive Chair of Glatfelter and incoming Magnera Board Non-Executive Chair Curtis (Curt) L. Begle , current President of Berry's Health, Hygiene and Specialties Division and incoming Magnera CEO Bruce Brown, former Chief Technology Officer for Procter & Gamble and current director of Glatfelter Michael (Mike) S. Curless, former Chief Investment Officer and Chief Customer Officer for Prologis Thomas M. Fahnemann, current director and President & Chief Executive Officer of Glatfelter Samantha (Sam) J. Marnick, former Chief Operating Officer, President Commercial for Spirit AeroSystems Carl J. (Rick) Rickertsen, Managing Partner of Pine Creek Partners and current director of Berry Thomas (Tom) E. Salmon, former Chief Executive Officer and Chairman of Berry Continuing Glatfelte

01

Item 7.01. Regulation FD Disclosure. On August 16, 2024, Glatfelter and Berry issued a joint press release announcing their respective designees to the Magnera Board effective as of the Closing. A copy of the press release is furnished as Exhibit 99.1 hereto and, along with the information set forth under the Introductory Note, is incorporated herein by reference. The information in this Item 7.01, including Exhibit 99.1 hereto, is being furnished under Item 7.01 and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the " Exchange Act "), or otherwise subject to the liability of such section, nor shall it be deemed incorporated by reference into any filing by Glatfelter under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Number Description 99.1 Press Release of Glatfelter Corporation, dated August 16, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) Cautionary Statement Concerning Forward-Looking Statements relating to the expected timing, completion and effects of the proposed transaction between Glatfelter and Berry are considered "forward-looking" within the meaning of the federal securities laws and are presented pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. You can identify forward-looking statements because they contain words such as "believes," "expects," "may," "will," "should," "would," "could," "seeks," "approximately," "intends," "plans," "estimates," "projects," "outlook," "anticipates" or "looking forward," or similar expressions that relate to strategy, plans, intentions, or expectations. All statements relating to estimates and statements about the expected timing and structure of the proposed transaction, the ability of the parties to complete the proposed transaction, benefits of the transaction, including future financial and operating results, executive and board of directors transition considerations, the combined company's plans, objectives, expectations and intentions, and other statements that are not historical facts are forward-looking statements. In addition, senior management of Berry and Glatfelter, from time to time may make forward-looking public statements concerning expected future operations and performance and other developments. Actual results may differ materially from those that are expected due to a variety of factors, including without limitation: the occurrence of any event, change or other circumstances that could give rise to the termination of the proposed transaction; the risk that Glatfelter shareholders may not approve

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 August 16, 2024 By: /s/ Jill L. Urey Name: Jill L. Urey Title: Vice President, General Counsel & Compliance

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