0001296435-19-000136.txt : 20191101 0001296435-19-000136.hdr.sgml : 20191101 20191101085353 ACCESSION NUMBER: 0001296435-19-000136 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20191031 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20191101 DATE AS OF CHANGE: 20191101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Neenah Inc CENTRAL INDEX KEY: 0001296435 STANDARD INDUSTRIAL CLASSIFICATION: PAPER MILLS [2621] IRS NUMBER: 201308307 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32240 FILM NUMBER: 191185293 BUSINESS ADDRESS: STREET 1: 3460 PRESTON RIDGE ROAD CITY: ALPHARETTA STATE: GA ZIP: 30005 BUSINESS PHONE: 678-566-6500 MAIL ADDRESS: STREET 1: 3460 PRESTON RIDGE ROAD CITY: ALPHARETTA STATE: GA ZIP: 30005 FORMER COMPANY: FORMER CONFORMED NAME: Neenah Paper Inc DATE OF NAME CHANGE: 20040706 8-K 1 form8-kxxdonnacostello.htm FORM 8-K DONNA COSTELLO Document


 
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): October 31, 2019
NEENAH INC
(Exact Name Of Registrant As Specified In Charter)
Delaware
001-32240
20-1308307
(State of Incorporation)
(Commission File No.)
(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))

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
NP
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).

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
(d) On October 31, 2019, the Board of Directors of Neenah, Inc., a Delaware corporation (the “Company”), appointed Donna M. Costello to serve as independent director and a member of the Company’s Audit Committee. Ms. Costello’s appointment is effective as of November 1, 2019 with an initial term of office expiring at the Company’s 2021 annual meeting. With respect to the disclosure required pursuant to Item 404(a) of Regulation S-K, there are no transactions between the Company and Ms. Costello that would be required to be reported.
The press release announcing the appointment is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01        Financial Statements and Exhibits
(d) Exhibits:
Exhibit No.        Description of Exhibit
99.1            Press release dated October 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: November 1, 2019 
/s/ Noah S. Benz
 
Noah S. Benz
Senior Vice President, General Counsel and Secretary




EXHIBIT INDEX

Exhibit No.         Description of Exhibit

99.1            Press release dated October 31, 2019



EX-99.1 2 pressreleasedatedoctober31.htm EXHIBIT 99.1 PRESS RELEASE Exhibit


Contact: Neenah, Inc.
Bill McCarthy
Vice President-Investor Relations
678-518-3278


Neenah Announces Board Addition
        
ALPHARETTA, GEORGIA. October 31, 2019 - Neenah, Inc. (NYSE:NP) today announced that Donna M. Costello has been appointed to its Board of Directors to serve as independent director and a member of the Company’s Audit Committee. Ms. Costello’s appointment is effective as of November 1, 2019 with an initial term of office expiring at the Company’s 2021 annual meeting.

Ms. Costello currently serves as Chief Financial Officer of C&D Technologies, Inc., a technology company that produces and markets systems for the power conversion and storage of electrical power. Prior to her current role, Ms. Costello held positions at Sequa Corporation, a diversified global industrial company, where she had served both as Chief Financial Officer, and Controller and Chief Accounting Officer.

“Donna brings a broad and deep knowledge of finance, as well as a proven track record as a strategic advisor and business partner at companies for whom she has worked,” said John O’Donnell, Chief Executive Officer. “I’m excited to welcome her to our board and look forward to her contributions and participation.”

With the addition of Ms. Costello, the size of Neenah’s board returns to eight directors, seven of whom meet the New York Stock Exchange standards for independence.
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.