GLATFELTER CORP : Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Regulation FD Disclosure, Other Events, Financial Statements and Exhibits (form 8-K)

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

On August 23, 2022, Glatfelter Corporation (the "Company") terminated its Chairman and Chief Executive Officer, Dante C. Parrini, effective immediately.

On August 23, 2022, the Company appointed Thomas Fahnemann, 61, to the roles of President and Chief Executive Officer, effective August 24, 2022. Since October 2017, Mr. Fahnemann has served as Non-Executive Director, Member of the Board and Chairman of the Audit Committee for AustroCel Hallein, a producer of pulp and bio-energy. From December 2010 to March 2017, Mr. Fahnemann served as CEO and Chairman of the Management Board of Semperit Holding AG, a global manufacturer of industrial polymer products and solutions. Prior to 2010, he held leadership roles in various fiber- and chemical-based businesses including serving as CEO and Chairman of the Management Board, RHI AG; CEO and Chairman of the Management Board, Lenzing AG; and Vice President, General Manager, KoSa (Koch Industries). Mr. Fahnemann holds a Master of Business Administration degree from Mainz University of Applied Science in Germany and is a graduate of Northwestern University's Executive Management Program.

In connection with his appointment as President and Chief Executive Officer, Mr. Fahnemann will receive the following compensation:

a.Annual base salary of $1,050,000.
b.Special equity award on date of hire with 600,000 shares underlying the award.
The award to be structured as follows:
i.40% of shares (240,000) will be provided in time-based restricted stock units
that vest 50% on second anniversary and 50% on third anniversary;
ii.60% of shares (360,000) will be provided in performance shares earned if and
only if certain stock price hurdles of $10 and $18 are achieved over a 3-year
measurement period (e.g., 50% earned if stock price reached $10 and is
maintained for 20 consecutive trading days throughout the performance period;
50% earned if stock price reaches $18 for 20 consecutive trading days throughout
the performance period).

Mr. Fahnemann will also be eligible to participate in the Company's annual Management Incentive Plan with an annual target bonus of 100% of annual base salary, the Company's long-term incentive equity program and the Company's standard retirement and welfare benefit plans for senior executives. Mr. Fahnemann will also be eligible to receive a one-time cash payment in the amount of $250,000 for the transition

On August 23, 2022, Mr. Fahnemann was also appointed to the Company's Board of Directors, effective August 24, 2022.

Item 5.03.            Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the appointment of Mr. Fahnemann to the Board of Directors, the Board approved an amendment to the Company's Amended and Restated Bylaws to increase the size of the Board to nine persons, effective August 23, 2022. A copy of the Amended and Restated By-laws is attached as Exhibit 3.1 to this Current Report and is incorporated into this Item 5.03 by reference.

Item 7.01. Regulation FD Disclosure.

On August 25, 2022, the Company issued a press release announcing the appointment of Thomas Fahnemann to the roles of President and Chief Executive Officer and to the Board of Directors and the termination of its Chairman and Chief Executive Officer, Dante C. Parrini. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.

--------------------------------------------------------------------------------

Item 8.01. Other Events

In connection with the transition in leadership, the Board also approved a change in the Company's governance structure. The Company will split the roles of Chief Executive Officer and Chairman of the Board. As a result, the Company will no longer have a Lead Director. Effective immediately, the Board appointed Kevin Fogarty, currently the Chairman of the Nominating and Governance Committee, to the new role of Non-Executive Chairman of the Board. Lee C. Stewart, currently the Lead Director, has been appointed the new Chairman of the Nominating and Governance Committee.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

3.1   Amended and Restated By-laws.
99.1   Press release issued August 25, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

© Edgar Online, source Glimpses