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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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 5.07 Submission of Matters to a Vote of Security Holders.
On November 11, 2022, at the Special Meeting of the Shareholders (the “Special Meeting” of Glatfelter Corporation (the “Company”), the Company’s shareholders voted upon the following six proposals, each of which is described in more detail in the definitive proxy statement filed with the Securities and Exchange Commission on October 7, 2022.
There were 37,644,274 shares of the Company’s common stock represented at the Special Meeting by virtual attendance or by proxy, constituting approximately 84.03% of the Company’s common stock outstanding as of the close of business on September 26, 2022, the record date for the Special Meeting. The tables below show the votes cast for, against, as well as the number of abstentions and broker non-votes for each of the proposals. The final voting results for each proposal are as follows:
Proposal 1. The approval of amendments to the Company’s Articles of Incorporation (the “Articles”) and Bylaws (the “Bylaws”) to implement a majority voting standard for uncontested director elections.
The proposal was approved by a vote of the shareholders as follows:
ForAgainstAbstainBroker Non-Votes
33,194,827213,63056,8694,178,948
Proposal 2. The approval of an amendment to the Articles to eliminate cumulative voting in director elections.
The proposal was approved by a vote of the shareholders as follows:
ForAgainstAbstainBroker Non-Votes
32,447,745962,22855,3534,178,948
Proposal 3. The approval of an amendment to the Bylaws to allow the Board of Directors of the Company (the “Board”) to determine the number of authorized directors by resolution.
The proposal was approved by a vote of the shareholders as follows:
ForAgainstAbstainBroker Non-Votes
36,497,0821,084,12863,064N/A
Proposal 4. The approval of an amendment to the Bylaws to allow the Board to determine the time and place of the annual meeting.
The proposal was approved by a vote of the shareholders as follows:
ForAgainstAbstainBroker Non-Votes
37,321,820272,72949,725N/A
Proposal 5. The approval of an amendment to the Bylaws to provide for proxy access, which would allow eligible shareholders to include their own nominees for director in the Company’s proxy materials along with the Board’s nominees.
The proposal was approved by a vote of the shareholders as follows:
ForAgainstAbstainBroker Non-Votes
33,320,78993,92650,611 4,178,948
Proposal 6. The approval of an amendment to the Bylaws to clarify the Company’s voting standards.
The proposal was approved by a vote of the shareholders as follows:
ForAgainstAbstainBroker Non-Votes
33,161,957251,68051,6894,178,948
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
November 16, 2022
By:
/s/ Jill L. Urey
Name: Jill L. Urey
Title: Vice President, Deputy General Counsel and Corporate Secretary