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

Date of Report (Date of earliest event reported): January 30, 2019

NEENAH, INC.

(Exact Name Of Registrant As Specified In Charter)

Delaware (State of Incorporation)	001-32240 (Commission File No.)	20-1308307 (I.R.S. Employer Identification No.)
3460 Preston Ridge Road Alpharetta, Georgia 30005 (Address of principal executive offices, including zip code)
(678) 566-6500 (Registrant’s telephone number, including area code)
Not applicable (Former name or 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 (see General Instruction A.2 below):

□    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))

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

(b) On January 30, 2019, Sean T. Erwin delivered notice of his intent not to stand for re-election as director of Neenah, Inc. (the “Company”) at the Company’s Annual Meeting of Shareholders on May 22, 2019 (the “2019 Annual Shareholder Meeting”). Mr. Erwin has served as Chairman of the Board of Directors (the “Board”) since the formation of the Company following its spin-off from Kimberly-Clark in November 2004 and served as Chief Executive Officer of the Company from 2004 to 2010.

(b) On January 30, 2019, John F. McGovern delivered notice of his intent not to stand for re-election as director of the Company at the 2019 Annual Shareholder Meeting. Mr. McGovern has served as a director of the Company since 2006 and currently serves as Chairman of the Nominating and Corporate Governance Committee and is a member of the Compensation Committee.

(d) On January 30, 2019, the Board appointed Tony R. Thene to serve as a Class III director of the Company, effective as of February 1, 2019. Mr. Thene will stand for re-election as a Class III director at the 2019 Annual Shareholder Meeting. With respect to the disclosure required pursuant to Item 404(a) of Regulation S-K, there are no transactions between the Company and Mr. Thene that would be required to be reported.

The press release announcing the retirements and appointments is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The Nominating and Corporate Governance Committee will continue to assess the size and membership of the Board and will make recommendations to the Board as it deems appropriate.

Item 8.01    Other Events

On January 30, 2019, the Board, at the recommendation of the Nominating and Corporate Governance Committee, approved the appointment of William M. Cook as Chairman of the Board, effective as of the 2019 Annual Shareholder Meeting.

Item 9.01Financial Statements and Exhibits

(d) Exhibits:

Exhibit No.Description of Exhibit

99.1Press release dated January 31, 2019

SIGNATURE

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.

	NEENAH, INC.
	(Registrant)
Date: January 31, 2019	/s/ Noah S. Benz
	Noah S. Benz Senior Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.Description of Exhibit

99.1Press release dated January 31, 2019

EX-1.99.1

Contact: Neenah, Inc.

Bill McCarthy

Vice President-Investor Relations

678-518-3278

Neenah Announces Board Addition and Changes

ALPHARETTA, GA - January 31, 2019 - Neenah, Inc. (NYSE:NP) today announced that Sean T. Erwin and John F. McGovern will not stand for re-election when their terms expire in May 2019 and that Tony R. Thene has been appointed to its Board of Directors as an independent director effective February 1, 2019. Mr. Thene will be part of the class of directors whose term of office will expire at the 2019 annual meeting, when he will be nominated for election to a three-year term.

Mr. Thene currently serves as chief executive officer of Carpenter Technology Corporation (NYSE: CRS), a leader in specialty alloy-based materials and process solutions. He began his career at Carpenter as Chief Financial Officer in 2013 and prior to that worked at Alcoa Inc. in various senior financial and accounting leadership positions.

“We are delighted to welcome Tony to our Board of Directors and look forward to his participation and contributions,” said John O’Donnell, Chief Executive Officer. “Tony’s experience in specialty materials markets and strong financial background will serve Neenah well as we continue to grow and redefine the company. At the same time, we will greatly miss the guidance that Sean and Jack have contributed through the years. In particular, I’d like to recognize and thank Sean for his leadership, most recently as the Chairman, but also as CEO during Neenah’s first seven years, which was an important part of our transformation from a North American pulp and paper company into a global specialty materials business.”

With the addition of Mr. Thene, Neenah’s board now consists of nine directors, eight of whom meet New York Stock Exchange standards for independence.

In connection with Sean T. Erwin’s notice to the Board that he will not stand for re-election in 2019, the Board appointed William M. Cook to serve as Chairman of the Board, to be effective with the Company’s 2019 Annual Meeting of Shareholders.

About Neenah  

Neenah is a leading global specialty materials company, focused on premium niche markets that value performance and image. Key products and markets include advanced filtration media, specialized performance substrates used for digital transfer, tape and abrasive backings, labels and other products, and premium printing and packaging papers. The Company is headquartered in Alpharetta, Georgia and its products are sold in over 80 countries worldwide from manufacturing operations in the United States, Europe and the United Kingdom. Additional information can be found at the Company's web site, www.neenah.com.

Cautionary Note Regarding Forward-Looking Statements

Certain statements in this press release may constitute “forward-looking” statements as defined in Section 27A of the Securities Act of 1933 (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”), the Private Securities Litigation Reform Act of 1995 (the “PSLRA”), or in releases made by the U.S. Securities and Exchange Commission (“SEC”), all as may be amended from time to time. Statements contained in this press release that are not historical facts may be forward-looking statements within the meaning of the PSLRA and we caution investors that any forward-looking statements we make are not guarantees or indicative of future performance. These forward-looking statements rely on a number of assumptions concerning future events and are subject to risks, uncertainties and other factors, many of which are outside of our control and could cause actual results to materially differ from such statements. Such risks, uncertainties and other factors include, but are not necessarily limited to, those set forth under the captions “Cautionary Note Regarding Forward-Looking Statements” and/or “Risk Factors” of our latest Form 10-K filed with the SEC as periodically updated by subsequently filed Form 10-Qs (these securities filings can be located on our website at www.neenah.com). Unless specifically required by law, we assume no obligation to update or revise these forward-looking statements to reflect new events or circumstances.  These cautionary statements are being made pursuant to the Securities Act, the Exchange Act and the PSLRA with the intention of obtaining the benefits of the “safe harbor” provisions of such laws.