Mativ Holdings, Inc. 8-K

What Happened

• Mativ Holdings, Inc. (MATV) filed an 8-K on May 6, 2026 reporting results from its 2026 Annual Meeting held April 30, 2026. Stockholders approved Amendment No. 2 to the Mativ Holdings, Inc. 2024 Equity and Incentive Plan, increasing authorized shares for grants by 1,600,000 to a total of 6,700,000 shares. The company’s proxy statement describing the amendment was filed March 17, 2026 and the amended plan is attached as Exhibit 10.1.

Key Details

• Equity plan amendment: +1,600,000 shares; total authorized for grants after amendment = 6,700,000 shares.
• Director elections: Class I directors elected to serve until 2029 — William M. Cook (FOR 44,401,003; WITHHELD 451,005; broker non-vote 4,311,563) and Marco Levi (FOR 44,358,474; WITHHELD 493,534; broker non-vote 4,311,563).
• Auditor ratification: Deloitte & Touche LLP ratified as independent registered public accounting firm for 2026 (FOR 48,790,430; AGAINST 282,884; ABSTAIN 90,257).
• Advisory “say-on-pay”: Approved by stockholders (FOR 43,552,153; AGAINST 1,201,016; ABSTAIN 98,839; broker non-vote 4,311,563).
• Vote on Plan Amendment: FOR 43,207,788; AGAINST 1,373,077; ABSTAIN 271,143; broker non-vote 4,311,563.

Why It Matters

• The approved increase to the 2024 Equity and Incentive Plan expands the pool of shares available for grants (stock options, RSUs, etc.), which can be used to attract and retain employees and executives but may also lead to dilution for existing shareholders.
• Re-election of directors and ratification of Deloitte maintain continuity in governance and financial oversight.
• The advisory say-on-pay approval signals stockholder support for the company’s executive compensation approach.