glt-202309240000041719false00000417192023-09-242023-09-24
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
(Amendment No. 2)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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| Date of Report (Date of Earliest Event Reported): | September 24, 2023 |
Glatfelter Corporation
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(Exact name of registrant as specified in its charter)
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| Pennsylvania | | 001-03560 | | 23-0628360 |
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(State or other jurisdiction of
incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
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4350 Congress Street, Suite 600, Charlotte, North Carolina | | | | 28209 |
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| (Address of principal executive offices) | | | | (Zip Code) |
| Registrant’s telephone number, including area code: | | 704 885-2555 |
(N/A)
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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:
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| ☐ | 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:
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock | | GLT | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company in 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).
Emerging growth company ☐
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. ¨
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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. |
On September 24, 2023, Mr. Lee C. Stewart gave notice of his resignation from the Board of Directors of Glatfelter Corporation (the “Company”), which took effect on September 25, 2023. Mr. Stewart’s resignation did not result from any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Item 7.01 Regulation FD Disclosure
On September 26, 2023, the Company issued a press release announcing the resignation of Mr. Stewart. A copy of the press release is furnished as Exhibit 99.1 hereto.
The information in this Item 7.01 is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits
Exhibits
The exhibits to this Current Report on Form 8-K are as follows:
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Exhibit number | Description | |
99.1 | | |
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.
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| Glatfelter Corporation |
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| September 26, 2023 | By: | /s/ Jill L. Urey |
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| | Name: Jill L. Urey |
| | Title: Vice President, Chief Legal & Compliance Officer & Corporate Secretary |
N E W S R E L E A S E Corporate Headquarters 4350 Congress Street, Suite 600 Charlotte, NC 28209 U.S.A. www.glatfelter.com For Immediate Release – Contacts: Investors: Media: Ramesh Shettigar Eileen L. Beck (717) 225-2746 (717) 225-2793 Glatfelter Announces Resignation of Director Lee C. Stewart CHARLOTTE, North Carolina – September 26, 2023: Glatfelter Corporation (NYSE: GLT), a leading global supplier of engineered materials, today announced that Mr. Lee C. Stewart has resigned from the Company’s Board of Directors, effective September 25, 2023, citing reasons unrelated to the Company for his departure. The Company noted that this resignation is not related to Glatfelter’s operations, financial reporting or controls, or personal conduct. “On behalf of Glatfelter’s Board of Directors and our management team, we thank Lee for his longstanding service and deep commitment to the Company,” said Mr. Thomas Fahnemann, President and Chief Executive Officer. “We greatly appreciate the leadership and expertise that Lee has provided over the past 22 years through multiple market cycles and the growth of Glatfelter into a global engineered materials business. Lee’s expertise as an investment banker and knowledge of the capital markets has been an important part of shaping the Company’s long-term strategic direction.” Mr. Stewart noted, “It has been an honor to work with my fellow Directors over the years. I have enjoyed my time on the Board, having served most recently as Chair of the Nominating and Corporate Governance Committee and a member of the Audit Committee. I wish Thomas and his team all the best as they continue to position the Company for improved financial performance in the year ahead.” Ms. Kathleen A. Dahlberg will assume the role of Chair of the Company’s Nominating and Corporate Governance Committee, effectively immediately. Also, she will continue to serve on the Audit Committee. Ms. Dahlberg brings over 23 years of expertise and service to Glatfelter’s Board. About Glatfelter Glatfelter is a leading global supplier of engineered materials with a strong focus on innovation and sustainability. The Company’s high-quality, technology-driven, innovative, and customizable nonwovens solutions can be found in products that are Enhancing Everyday Life®. These include personal care and hygiene products, food and beverage filtration, critical cleaning products, medical and personal protection, packaging products, as well as home improvement and industrial applications. Headquartered in Charlotte, NC, the Company’s 2022 revenue was $1.5 billion with approximately 3,250 employees worldwide. Glatfelter’s operations utilize a variety of manufacturing technologies including airlaid, wetlaid and spunlace with fifteen manufacturing sites located in the United States, Canada, Germany, France, Spain, the United Kingdom, and the Philippines. The Company has sales offices in all major geographies serving customers under the Glatfelter and Sontara® brands. Additional information about the Company may be found at www.glatfelter.com.