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Mativ Holdings (NYSE: MATV) expands 2024 equity plan and elects directors

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Mativ Holdings, Inc. reported results of its 2026 annual stockholders meeting held on April 30, 2026. Stockholders approved Amendment No. 2 to the company’s 2024 Equity and Incentive Plan, increasing by 1,600,000 the maximum number of shares of common stock authorized for issuance.

After giving effect to this amendment, the number of shares of common stock authorized for grants under the 2024 plan is 6,700,000. Stockholders also elected two Class I directors, ratified Deloitte & Touche LLP as independent registered public accounting firm for 2026, and approved on a non-binding basis the compensation of named executive officers.

Positive

  • None.

Negative

  • None.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Equity plan share increase 1,600,000 shares Incremental shares authorized under 2024 Equity and Incentive Plan
Total shares under 2024 plan 6,700,000 shares Total common shares authorized for grants after Amendment No. 2
Votes for William M. Cook 44,401,003 votes Election as Class I director at 2026 annual meeting
Votes for Marco Levi 44,358,474 votes Election as Class I director at 2026 annual meeting
Auditor ratification for votes 48,790,430 votes For ratification of Deloitte & Touche LLP for 2026
Say-on-pay support 43,552,153 votes For non-binding advisory approval of executive compensation
Equity plan amendment support 43,207,788 votes For approval of Amendment No. 2 to 2024 plan
2024 Equity and Incentive Plan financial
"the Mativ Holdings, Inc. 2024 Equity and Incentive Plan (as amended, the “2024 Plan”)"
non-binding advisory vote financial
"Non-Binding Advisory Vote to Approve Executive Compensation"
A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.
broker non-vote financial
"FOR | AGAINST | ABSTAIN | BROKER NON-VOTE"
independent registered public accounting firm financial
"as the Company’s independent registered public accounting firm for 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
management compensatory plan or arrangement financial
"+ Indicates management compensatory plan or arrangement."
Understanding 8-K Material Events →
0001000623false00010006232026-04-302026-04-30

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
April 30, 2026
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)
Delaware62-1612879
(State or other jurisdiction of incorporation)(I.R.S. Employer Identification No.)
100 Kimball PlaceSuite 600
Alpharetta,Georgia30009
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.10 par valueMATVNew 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.

Approval of Amendment No. 2 to the Mativ Holdings, Inc. 2024 Equity and Incentive Plan
At the 2026 Annual Meeting of Stockholders of Mativ Holdings, Inc. (the “Company”) held on April 30, 2026 (the “2026 Annual Meeting”), the Company’s stockholders approved Amendment No. 2 (the “Plan Amendment”) to the Mativ Holdings, Inc. 2024 Equity and Incentive Plan (as amended, the “2024 Plan”), which previously had been approved by the Company’s Board of Directors (the “Board”) subject to stockholder approval. The Plan Amendment increases by 1,600,000 the maximum number of shares of common stock authorized to be issued under the 2024 Plan. Subject to the terms and conditions of the 2024 Plan, and after giving effect to the Plan Amendment, the number of shares of Company common stock authorized for grants under the 2024 Plan is 6,700,000 shares. Further information regarding the Plan Amendment was provided in the Company’s proxy statement filed with the Securities and Exchange Commission on March 17, 2026 (the “Proxy Statement”).

The foregoing description of the Plan Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of 2024 Plan, as amended, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders

At the 2026 Annual Meeting of Stockholders held on April 30, 2026, the following matters were considered and acted upon with the results indicated below.

Proposal One - Election of Directors

The following individuals were elected as Class I directors to serve until the 2029 Annual Meeting and until their successors are duly elected and qualified:
Name of Nominee
FORWITHHELDBROKER NON-VOTE
William M. Cook44,401,003451,0054,311,563
Marco Levi44,358,474493,5344,311,563

Proposal Two - Ratification of the Selection of Independent Registered Public Accounting Firm
FORAGAINSTABSTAIN
Ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 202648,790,430282,88490,257

Proposal Three - Non-Binding Advisory Vote to Approve Executive Compensation
FORAGAINSTABSTAINBROKER NON-VOTE
Stockholders vote, on an advisory basis, to approve the compensation paid to the Company's Named Executive Officers (“say-on-pay” vote)43,552,1531,201,01698,8394,311,563

Proposal Four - Approval of the Adoption of Amendment No. 2 to the Mativ Holdings, Inc. 2024 Equity and Incentive Plan
FORAGAINSTABSTAINBROKER NON-VOTE
Stockholders vote to approve Amendment No. 2 to the Mativ Holdings, Inc. 2024 Equity and Incentive Plan43,207,7881,373,077271,1434,311,563

The above items are described in more detail in the Company’s Proxy Statement.





Item 9.01. Financial Statements and Exhibits.

10.1+
Mativ Holdings, Inc. 2024 Equity and Incentive Plan (As Amended April 30, 2026)
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)

+ Indicates management compensatory plan or arrangement.



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/ Mark W. Johnson
Name:Mark W. Johnson
Title:Chief Legal and Administrative Officer and Corporate Secretary
Date:May 6, 2026



Source: View Original Filing on SEC EDGAR

FAQ

What did Mativ Holdings (MATV) stockholders approve regarding the 2024 Equity and Incentive Plan?

Stockholders approved Amendment No. 2 to Mativ’s 2024 Equity and Incentive Plan, increasing the maximum shares authorized for issuance by 1,600,000. After this change, the total shares authorized for grants under the plan are 6,700,000.

Which directors were elected at Mativ Holdings (MATV) 2026 annual meeting?

Stockholders elected William M. Cook and Marco Levi as Class I directors to serve until the 2029 annual meeting and until their successors are duly elected and qualified. Cook received 44,401,003 votes for, and Levi received 44,358,474 votes for.

Did Mativ Holdings (MATV) stockholders ratify the company’s independent auditor for 2026?

Yes. Stockholders ratified Deloitte & Touche LLP as Mativ’s independent registered public accounting firm for 2026, with 48,790,430 votes for, 282,884 votes against, and 90,257 abstentions recorded on the proposal.

How did Mativ Holdings (MATV) stockholders vote on executive compensation in 2026?

Stockholders approved, on a non-binding advisory basis, the compensation paid to Mativ’s named executive officers. The say-on-pay proposal received 43,552,153 votes for, 1,201,016 votes against, 98,839 abstentions, and 4,311,563 broker non-votes at the meeting.

What were the vote results for Mativ Holdings (MATV) Amendment No. 2 to the 2024 plan?

The proposal to approve Amendment No. 2 to the 2024 Equity and Incentive Plan received 43,207,788 votes for, 1,373,077 votes against, 271,143 abstentions, and 4,311,563 broker non-votes, indicating stockholder support for the expanded share authorization.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

Other Documents