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Executive Change · Bylaw Amendment

Filed Oct 29, 2020 · 5y ago · Accession 0001564590-20-048945

Plain English

Material event — a significant development the company must disclose promptly.

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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   Date of Report (Date of Earliest Event Reported):   October 28, 2020   Glatfelter Corporation   (Exact name of registrant as specified in its charter)   Pennsylvania 001-03560 23-0628360                   (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.)        4350 Congress Street , Suite 600 , Charlotte , North Carolina   28209               (Address of principal executive offices)   (Zip Code)       Registrant’s telephone number, including area code:   704 885-2555 (n/a) 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   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.   ☐     Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On October 28, 2020, the Board of Directors of Glatfelter Corporation (the “Company”) elected Darrel Hackett to be a member of the Company’s board, effective November 1, 2020. Mr. Hackett, age 48, is President, Bank of Montreal (BMO) Wealth Management – U.S. He has held a variety of leadership roles since joining BMO in 2004, including SVP & Head of North American Integrated Channels and SVP & Head, U.S. Business Banking. Before joining BMO, Mr. Hackett was a management consultant at McKinsey & Company. Mr. Hackett began his professional career as a mechanical engineer working with General Electric Company and Eastman Chemical Company. In addition to his BMO leadership role, Mr. Hackett currently serves on the Board of Directors for the Art Institute of Chicago, Children First Fund and Chicago United.   Compensatory arrangements for Mr. Hackett as a new director will be consistent with the Company’s previously disclosed standard arrangements for directors. Such arrangements are described under “Director Compensation” of the Company’s proxy statement for its 2020 annual meeting of shareholders filed with the Securities and Exchange Commission on March 31, 2020, which disclosure is incorporated herein by reference. In general, non-employee directors receive an annual retainer fee and committee meeting and chair fees in cash, and an annual restricted stock unit award.   A copy of the press release issued by the Company announcing Mr. Hackett’s election is filed herewith as Exhibit 99.1 and incorporated herein by reference.     Item 5.03   Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.   On October 28, 2020, the Board of Directors of the Company adopted Amended and Restated By-laws. The Amended and Restated By-laws increased the size of the Board from nine directors to ten directors.   The foregoing description is qualified in its entirety by reference to the Amended and Restated By-laws, which are filed herewith as Exhibit 3.1 and incorporated herein by reference.     Item 9.01   Financial Statements and Exhibits.   (d) Exhibits   The following exhibits are filed herewith:     3.1 Amended and Restated By-laws of the Company, as amended dated October 28, 2020.   99.1 A copy of the press release dated October 29, 2020, issued by the Company announcing the election of Darrel Hackett to its Board of Directors.   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.       Glatfelter Corporation            October 29, 2020   By:   /s/ Jill L. Urey                   Name: Jill L. Urey         Title: Vice President, Deputy General Counsel and Corporate Secretary
Filing details
Ticker
MAGN
CIK
41719
Form type
8-K
Filing date
Oct 29, 2020
Report date
Oct 28, 2020
Document
glt-8k_20201028.htm
Size
794 KB