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Tredegar (NYSE: TG) replaces two directors and adds new independent member

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Tredegar Corporation reported director changes following its 2026 Annual Meeting of Shareholders. Incumbent directors George C. Freeman, III and Carl E. Tack, III did not receive a majority of votes for re-election and, consistent with the company’s Corporate Governance Guidelines, each tendered his resignation, which the Board accepted effective May 22, 2026.

On the same date, the Board elected Joseph Haniford as an independent director, effective immediately. The Board determined he meets its independence standards and New York Stock Exchange rules. Haniford will participate in the company’s standard compensation program for non-employee directors and is expected to join one or more Board committees.

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Insights

Tredegar’s board refresh follows shareholder vote outcomes and brings in a new independent director.

Tredegar’s majority voting policy led to the resignations of two long-serving directors who failed to win majority support at the 2026 annual meeting. This demonstrates that the company’s Corporate Governance Guidelines are being applied when shareholder backing falls short.

The Board simultaneously added independent director Joseph Haniford, who has prior public-company executive experience. This keeps the Board at strength and preserves independent oversight. Future proxy materials and committee assignments will show how his skills are integrated into board governance.

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 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Effective date of resignations and election May 22, 2026 Date Freeman and Tack resigned and Haniford joined Board
Freeman board service start year 2011 Year George C. Freeman, III became a Tredegar director
Tack board service start year 2014 Year Carl E. Tack, III became a Tredegar director
Tredegar employees approximately 1,600 employees Company-wide headcount in business description
River Valley Health chair start date July 2023 Start of Haniford’s role as Board chair at River Valley Health
Corporate Governance Guidelines regulatory
"In accordance with the Company’s Corporate Governance Guidelines, an incumbent director who is not re-elected..."
A company’s corporate governance guidelines are a set of written rules and practices that explain how its board and executives make decisions, oversee risks, and hold themselves accountable—think of them as the organization’s playbook for fair and responsible leadership. Investors care because these guidelines shape how transparent decision-making is, reduce the chance of surprises or conflicts, and influence long‑term stability and trust, much like house rules keep a household running smoothly.
independent director financial
"the Board elected Joseph Haniford as a director... The Board affirmatively determined that Mr. Haniford qualifies as an independent director..."
An independent director is a member of a company's board of directors who is not involved in the company's day-to-day operations and has no significant relationships with the company that could influence their judgment. Their role is to provide unbiased oversight and ensure the company is managed in the best interests of all shareholders. This helps build trust and confidence among investors by promoting transparency and accountability.
Regulation S-K regulatory
"no transactions involving the Company and Mr. Haniford that the Company would be required to report pursuant to Item 404(a) of Regulation S-K."
A set of U.S. Securities and Exchange Commission rules that tell public companies which narrative and qualitative details must be disclosed in filings, such as risk factors, management discussion, executive pay, legal proceedings and business description. Think of it as a standardized checklist or blueprint that ensures investors get the same types of background information from every company so they can compare risks, management quality and strategy before making investment decisions.
Item 404(a) regulatory
"no transactions involving the Company and Mr. Haniford that the Company would be required to report pursuant to Item 404(a) of Regulation S-K."
non-employee directors financial
"Mr. Haniford will be compensated... pursuant to the Company’s existing compensation program for non-employee directors..."
Non-employee directors are board members who do not work for the company as salaried employees and usually do not hold day-to-day management roles. They act like outside referees or independent coaches, providing oversight, asking tough questions, and protecting shareholders’ interests; investors care because these directors help ensure management is accountable, reduce conflicts of interest, and influence decisions that affect company strategy and long-term value.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What board changes did Tredegar (TG) announce in this 8-K?

Tredegar announced that directors George C. Freeman, III and Carl E. Tack, III resigned from the Board effective May 22, 2026. On the same date, the Board elected Joseph Haniford as an independent director, keeping overall board strength intact.

Why did Tredegar directors Freeman and Tack resign from the Board?

Both directors failed to receive a majority of votes cast for re-election at Tredegar’s 2026 Annual Meeting. Under the company’s Corporate Governance Guidelines, such incumbents must offer to resign, and the Board, following a committee recommendation, accepted their resignations effective May 22, 2026.

Who is Joseph Haniford, Tredegar’s new independent director?

Joseph Haniford is a seasoned executive who chairs the Board of River Valley Health and previously served as Chief Operating Officer and Senior Vice President at Carpenter Technology Corporation. He brings industrial and public-company leadership experience to Tredegar’s Board as an independent director.

Did Tredegar’s Board determine that Joseph Haniford is independent?

Yes. Tredegar’s Board affirmatively determined that Joseph Haniford qualifies as an independent director under the company’s independence standards and applicable New York Stock Exchange rules. This classification supports independent oversight of management and aligns with exchange listing requirements for board composition.

How will Tredegar compensate new director Joseph Haniford for board service?

Tredegar will compensate Joseph Haniford under its existing compensation program for non-employee directors. That program, described in the company’s 2026 proxy statement, covers cash and equity elements and may be adjusted by the Board from time to time for all such directors.
00008504292026Q2FALSE00008504292026-05-222026-05-22

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC  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): May 27, 2026 (May 22, 2026)
Tredegar Corporation
(Exact Name of Registrant as Specified in its Charter)
Virginia1-1025854-1497771
(State or Other Jurisdiction of Incorporation)(Commission File Number)(IRS Employer Identification No.)
1100 Boulders Parkway
Richmond,Virginia23225
(Address of Principal Executive Offices)(Zip Code)
 
Registrant's telephone number, including area code:  (804) 330-1000

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 oPre-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, no par valueTGNew 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).
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 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.Results of Operations and Financial Condition.
At Tredegar Corporation’s (the “Company”) 2026 Annual Meeting of Shareholders, two of the Company’s incumbent directors, George C. Freeman, III and Carl E. Tack, III, did not receive a majority of the votes cast for re-election to the Company’s Board of Directors (the “Board”). In accordance with the Company’s Corporate Governance Guidelines, an incumbent director who is not re-elected by a majority of the votes cast must tender his or her resignation to the Nominating and Governance Committee, which will recommend to the Board whether to accept the resignation offer.
On May 14, 2026, and May 15, 2026, each of Mr. Freeman and Mr. Tack tendered his respective resignation to the Nominating and Governance Committee in accordance with the Company’s Corporate Governance Guidelines. On May 22, 2026, upon the recommendation of the Nominating and Governance Committee, the Board accepted both resignations effective immediately.
Additionally, on May 22, 2026, the Board elected Joseph Haniford as a director of the Company, effective immediately. Mr. Haniford is expected to be named to one or more committees of the Board at the next scheduled Board meeting.
The Board affirmatively determined that Mr. Haniford qualifies as an independent director under the Company’s director independence standards and the applicable rules of the New York Stock Exchange. There are no arrangements or understandings between Mr. Haniford and any other persons pursuant to which he was selected as a director. Additionally, there are no transactions involving the Company and Mr. Haniford that the Company would be required to report pursuant to Item 404(a) of Regulation S-K.
Mr. Haniford will be compensated for his service on the Board pursuant to the Company’s existing compensation program for non-employee directors, which is described under “Compensation of Directors” in the Company’s proxy statement for the 2026 Annual Meeting of Shareholders (filed with the Securities and Exchange Commission on March 25, 2026), as adjusted by the Board from time to time.
Item 7.01Regulation FD Disclosure.
On May 27, 2026, in connection with the director transitions disclosed in Item 5.02, the Company issued a press release, a copy of which is attached as Exhibit 99.1 and incorporated by reference in this Item 7.01.
In accordance with General Instruction B.2 of Form 8-K, the information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d)    Exhibits.    
Exhibit No.Description
  
99.1
Press release issued on May 27, 2026.
104Cover Page Interactive Data File (formatted in iXBRL and contained in Exhibit 101).





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.
 TREDEGAR CORPORATION
  (Registrant)
   
Date:May 27, 2026By:/s/ Kevin C. Donnelly
Kevin C. Donnelly
Executive Vice President, General Counsel and Corporate Secretary



image_0a.jpg
Tredegar CorporationContact:
Corporate CommunicationsNeill Bellamy
1100 Boulders ParkwayPhone: 804/330-1211
Richmond, Virginia 23225Fax: 804/330-1777
E-mail: invest@tredegar.comE-mail: neill.bellamy@tredegar.com
Website: www.tredegar.com

FOR IMMEDIATE RELEASE

Tredegar Announces Director Transitions

RICHMOND, VA, May 27, 2026 -- Tredegar Corporation (NYSE:TG) today announces the resignation of George C. Freeman, III and Carl E. Tack, III from its Board of Directors (Board) and the election of Joseph Haniford as an independent director to its Board, in each case, effective May 22, 2026.
Mr. Freeman has served as a director of Tredegar since 2011, and Mr. Tack has served as a director of Tredegar since 2014.
Gregory A. Pratt, Chairman of the Board, commented, “Both George and Carl have been invaluable members of our Board of Directors. They will certainly be missed, and we wish them the best in retirement. We are also fortunate to have Joe join our Board. Joe’s deep industry and public-company executive experience make him a valuable addition to the Board. I welcome him to Tredegar on behalf of the entire Board and look forward to working with him to enhance Tredegar’s value for our shareholders.”
About Joe Haniford
Joe Haniford has served as the Chairperson of the Board of Directors of River Valley Health since July 2023. Mr. Haniford previously served as Chief Operating Officer and Senior Vice President for Carpenter Technology Corporation from July 2015 to September 2023. Prior to his role at Carpenter Technology, Mr. Haniford served as the Chief Operating Officer of Heil Trailer International and EnTrans International. Mr. Haniford began his career at Alcoa Inc., where he held various positions of increasing responsibility. Mr. Haniford holds a Bachelor of Science degree in mechanical engineering from the Rose-Hulman Institute of Technology.
About Tredegar
Tredegar Corporation is an industrial manufacturer with two primary businesses: custom aluminum extrusions for the North American building & construction, automotive and specialty end-use markets and surface protection films for high-technology applications in the global electronics industry. With approximately 1,600 employees, the Company operates manufacturing facilities in North America and Asia.
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Filing Exhibits & Attachments

4 documents