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): August 8, 2023

MATIV HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

1-800-514-0186

(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:

Securities registered pursuant to Section 12(b) of the Act:

☐ 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.

On August 8, 2023, Mativ Holdings, Inc. (the “Company”) announced the departure of Ricardo Nuñez from his role as Chief Legal Officer, Secretary and Chief Compliance Officer, effective September 1, 2023.

Effective September 1, 2023, Mark W. Johnson, Sr. will succeed Mr. Nuñez as Chief Legal Officer, General Counsel and Secretary of the Company. Prior to joining the Company, Johnson served as executive vice president, chief legal officer, and corporate secretary for Kimball International, Inc., where he oversaw all legal affairs, including securities, ethics and compliance, mergers and acquisitions, litigation, intellectual property protection, and regulatory matters. Johnson also led Kimball International’s ESG activities, which he will lead at the Company. Since 2022, Mark also served as president of Kimball International’s Hospitality business unit, responsible for full P&L management and results. He had prior leadership roles at Newell Brands and was a commercial litigation associate for McGuire Woods, LLP.

For purposes of the Company’s executive severance plan and other plans and policies applicable to Mr. Nuñez, Mr. Nuñez’s departure is a termination without “cause” following a “change of control.” As a result of his termination with the Company, Mr. Nuñez will be entitled to receive compensation and benefits consistent with a termination without “cause” following a “change of control” as previously described in the “Interests of SWM’s Directors and Executive Officers in the Merger” section of the Company’s joint proxy statement/prospectus filed with the U.S. Securities and Exchange Commission on May 23, 2022.

On August 8, 2023, the Company issued a press release announcing the departure of Mr. Nuñez and the appointment of Mr. Johnson as Chief Legal Officer, General Counsel and Secretary. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.

(d) Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: August 8, 2023

EX-99.1

Exhibit 99.1

Mativ Announces Two Executive Appointments

Mark W. Johnson named new Chief Legal Officer and Rajeev Kapur appointed Chief Information Officer

ALPHARETTA, Ga. – August 8, 2023 – Mativ Holdings, Inc. (NYSE: MATV), a global leader in specialty materials, today announced two appointments to its executive leadership team. Mark W. Johnson will succeed Ricardo Nuñez as chief legal officer, general counsel and secretary for the ~$3 billion specialty materials company. Johnson will assume the leadership of the company’s legal team on September 1, 2023, from Nuñez, who will be departing the company the same day. Additionally, Rajeev Kapur has been named Mativ’s new chief information officer, effective immediately. Both Kapur and Johnson will report directly to Mativ chief executive officer Julie Schertell.

“We’re excited to welcome Mark Johnson to Mativ as our new chief legal officer,” said Julie Schertell, president and chief executive officer of Mativ. “Mark is a well-known legal expert and leader in Atlanta and the Southeast, and we are confident that his leadership and counsel will help us execute our growth strategy. He joins Mativ at a perfect time as we sharpen our portfolio’s focus on strategic categories and build our global company culture.”

Prior to joining Mativ, Johnson served as executive vice president, chief legal officer, and corporate secretary for Kimball International, Inc., where he oversaw all legal affairs, including securities, ethics and compliance, mergers and acquisitions, litigation, intellectual property protection, and regulatory matters. Johnson also led Kimball International’s ESG activities, which he will lead at Mativ. Since 2022, Mark also served as president of Kimball International’s Hospitality business unit, responsible for full P&L management and results. He had prior leadership roles at Newell Brands and was a commercial litigation associate for McGuire Woods, LLP.

“After serving as our interim CIO for the past three months, I am thrilled to promote Rajeev into his new role as global lead for information technology. Ensuring that we have a holistic IT and digital strategy is critical to completing our integration as ‘one Mativ’ and executing on our growth plans. Rajeev brings new approaches and ideas to the table, collaborates across teams to set up our organization for success, and empowers others to have a voice and make it happen.”

Kapur served as the company’s vice president of digital transformation and business intelligence since joining Mativ in July 2022. A pioneer in leading analytical technologies, including big data, machine learning and artificial intelligence, Kapur has held multiple leadership roles at Kimberly-Clark, Under Armor, Newell Brands, Nike, Inc., and Lucent Technologies.

Schertell concluded, “Mark and Rajeev add to the strength of our team, bringing diversity of experience, solid leadership, a bias for action and a history of strong results. We continue to foster a growth-oriented culture, and having the right management team in place is critical to our long-term success.”

About Mativ

Mativ Holdings, Inc. is a global leader in specialty materials headquartered in Alpharetta, Georgia. The company offers a wide range of critical components and engineered solutions to solve our customers’ most complex challenges. With over 7,500 employees worldwide, we manufacture on four continents and generate sales in more than 100 countries. The company’s two operating segments, Advanced Technical Materials and Fiber-Based Solutions, target premium applications across diversified and growing end-markets, from filtration to healthcare to sustainable packaging. Our broad portfolio of technologies combines polymers, fibers, and resins to optimize the performance of our customers’ products across multiple stages of the value chain. Our leading positions are a testament to our best-in-class global manufacturing, supply chain, and materials science capabilities. We drive innovation and enhance performance, finding potential in the impossible.

Media Contact for Mativ

Brendan Streich

Vice President, Global Communications and Engagement

media@mativ.com