Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 20, 2020, Marie T. Gallagher, Senior Vice President and Controller of PepsiCo, Inc., was elected to the Board of Directors of P. H. Glatfelter Company (the "Company"). Ms. Gallagher, age 60, was appointed PepsiCo's Senior Vice President and Controller in 2011. She joined PepsiCo in 2005 as Vice President and Assistant Controller. Before joining PepsiCo, Ms. Gallagher worked for Altria Corporate Services beginning in 1992, including holding the position of Assistant Controller from 1997 to 2005, and, prior to that, she was a senior manager at PwC. Ms. Gallagher has been named by the Board of Directors to serve on the Company's Audit Committee.

Compensatory arrangements for Ms. Gallagher 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 2019 annual meeting of shareholders filed with the Securities and Exchange Commission on March 29, 2019, 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 Ms. Gallagher'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 February 20, 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 eight directors to nine 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 February 20, 2020 .





99.1    A copy of the press release dated February 21, 2020, issued by the
      Company announcing the election of Marie Gallagher to its Board of
      Directors  .





104Cover Page Interactive Data File (embedded within the Inline XBRL document).

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