8-K

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, 2025

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)

Delaware		62-1612879
(State or other jurisdiction of incorporation)		(I.R.S. Employer Identification No.)
100 Kimball Place,	Suite 600
Alpharetta,	Georgia	30009
(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 class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.10 par value	MATV	New 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. 1 to the Mativ Holdings, Inc. 2024 Equity and Incentive Plan

At the 2025 Annual Meeting of Stockholders of Mativ Holdings, Inc. (the “Company”) held on April 30, 2025 (the “2025 Annual Meeting”), the Company’s stockholders approved Amendment No. 1 (the “Plan Amendment”) to the Mativ Holdings, Inc. 2024 Equity and Incentive Plan (“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 2,300,000 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 5,100,000 shares. Further information regarding the Plan Amendment was provided in the Company’s proxy statement filed with the Securities and Exchange Commission on March 21, 2025 (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 the Plan Amendment, 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 Company’s 2025 Annual Meeting of Stockholders held on April 30, 2025, the following matters were considered and acted upon with the results indicated below.

Proposal One - Election of Directors

The following individual was elected as Class III director to serve a three-year term:

Name of Nominee	FOR	WITHHELD	BROKER NON-VOTE
Kimberly E. Ritrievi, ScD	45,958,023	1,366,519	3,720,357

Proposal Two - Ratification of the Selection of Independent Registered Public Accounting Firm

	FOR	AGAINST	ABSTAIN
Ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2025	50,277,342	729,887	37,670

Proposal Three - Non-Binding Advisory Vote to Approve Executive Compensation

	FOR	AGAINST	ABSTAIN	BROKER NON-VOTE
Stockholders vote, on an advisory basis, to approve the compensation paid to the Company’s Named Executive Officers (“say-on-pay” vote)	44,914,471	2,011,425	398,646	3,720,357

Proposal Four - Approval of the Adoption of Amendment No. 1 to the Mativ Holdings, Inc. 2024 Equity and Incentive Plan

	FOR	AGAINST	ABSTAIN	BROKER NON-VOTE
Stockholders vote to approve Amendment No. 1 to the Mativ Holdings, Inc. 2024 Equity and Incentive Plan	43,838,308	3,263,164	223,070	3,720,357

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

Item 9.01. Financial Statements and Exhibits.

10.1+	Amendment No. 1 to the Mativ Holdings, Inc. 2024 Equity and Incentive Plan
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 2, 2025

EX-10.1

AMENDMENT NO. 1

TO

MATIV HOLDINGS, INC.
2024 EQUITY AND INCENTIVE PLAN

WHEREAS, Mativ Holdings, Inc. (the “Company”) has heretofore adopted the Mativ Holdings, Inc. 2024 Equity and Incentive Plan (the “Plan”) which was approved by stockholders effective April 24, 2024 at the Company’s 2024 Annual Meeting of Stockholders; and

WHEREAS, the Company wishes to amend the Plan to increase the number of shares of common stock of the Company, par value $0.01 per share, available for issuance under the Plan by 2,300,000;

NOW, THEREFORE, the Plan shall be amended, effective as the date on which the stockholders of the Company approve such amendment at the 2025 Annual Meeting of Stockholders, as follows:

1.    The first and second sentences of Section 1.5 are deleted and replaced with the following:

“Subject to adjustment as provided in Section 5.7 and to all other limits set forth in this Plan, the number of shares of Common Stock that shall initially be available for all awards under this Plan, other than Substitute Awards, shall be 5,100,000 shares. Subject to adjustment as provided in Section 5.7, no more than 5,100,000 shares of Common Stock in the aggregate may be issued under the Plan in connection with Incentive Stock Options.”

2.    Except as modified herein, the remaining terms of the Plan shall remain unchanged and in full force and effect.

IN WITNESS WHEREOF, the undersigned officer of the Company, acting pursuant to authority granted to him by the Board of Directors of the Company, has executed this instrument on this 30th day of April, 2025.

MATIV HOLDINGS, INC.

By:	/s/ Mark W. Johnson
Name:	Mark W. Johnson
Title:	Chief Legal and Administrative Officer and Corporate Secretary

XML

Cover Page	Apr. 30, 2025
Cover [Abstract]
Document Type	8-K
Document Period End Date	Apr. 30, 2025
Entity File Number	1-13948
Entity Registrant Name	MATIV HOLDINGS, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	62-1612879
Entity Address, Address Line One	100 Kimball Place,
Entity Address, Address Line Two	Suite 600
Entity Address, City or Town	Alpharetta,
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30009
City Area Code	770
Local Phone Number	569-4229
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001000623
Amendment Flag	false
Title of 12(b) Security	Common Stock, $0.10 par value
Trading Symbol	MATV
Security Exchange Name	NYSE