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): March 15, 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 March 15, 2023, Mativ Holdings, Inc. (the “Company”) announced the departure of Andrew Wamser from his role as Executive Vice President and Chief Financial Officer of the Company, effective April 1, 2023. As part of the Company’s merger with Neenah, Inc. (“Neenah”), Mr. Wamser helped transition and organize the finance function at the Company and, following such transition, Mr. Wamser is separating from the Company.

Effective April 2, 2023, Greg Weitzel will become the Chief Financial Officer of the Company. Mr. Weitzel, age 51, has served as Vice President – Financial Planning and Analysis of the Company since the closing of the Company’s merger with Neenah on July 6, 2022. Mr. Weitzel had previously served in senior finance positions with Neenah since 2013. Prior to joining Neenah, Mr. Weitzel served in several positions of increasing responsibility at Georgia-Pacific LLC since 1994.

In connection with his appointment as Chief Financial Officer, Mr. Weitzel will receive an annual base salary of $425,000, a short-term performance-based incentive bonus targeted at $276,250, and a long-term incentive award with a target grant date value of $531,250 and delivered in the same equity mix as the Company’s 2023 annual grants of long-term incentive awards to the Company’s other executive officers, in each case pro-rated for time actually served as Chief Financial Officer of the Company during 2023.

The selection of Mr. Weitzel to serve as Chief Financial Officer was not pursuant to any arrangement or understanding with respect to any other person. There are no family relationships between Mr. Weitzel and any director or executive officer of the Company, and there are no transactions between Mr. Weitzel and the Company that would be required to be reported under Item 404 (a) of Regulation S-K.

For purposes of the Company’s executive severance plan and other plans and policies applicable to Mr. Wamser, Mr. Wamser’s departure is a termination without “cause” following a “change of control.” As a result of his termination with the Company, Mr. Wamser 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 March 15, 2023, the Company issued a press release announcing the departure of Mr. Wamser and the appointment of Mr. Weitzel as Chief Financial Officer. 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: March 15, 2023

EX-99.1

Exhibit 99.1

Mativ Announces Greg Weitzel as New Chief Financial Officer

Weitzel to succeed Andrew Wamser as company continues to pursue its strategic growth objectives

ALPHARETTA, Ga. – March 15, 2023 – Mativ Holdings, Inc. (NYSE: MATV), a global leader in specialty materials, today announced that Greg Weitzel will succeed Andrew Wamser as global chief financial officer for the ~$3 billion manufacturer of critical components and engineered solutions. Weitzel will assume the leadership of the company’s global financial capabilities and services on April 2, 2023 from Wamser, who will depart the company on April 1, 2023.

“Mativ is at a pivotal point as we begin our first full year as a newly combined company. We are executing on the merger synergies, have a clear strategy for growth and a great opportunity to reposition our company for the future,” said Julie Schertell, president and chief executive officer of Mativ. “As the leader of our finance organization, Greg will have a critical role in helping us achieve our ambition, drive growth, and deliver value to our stakeholders. I have worked with Greg for many years, have tremendous respect for his leadership and knowledge of our industry, and am pleased to have the opportunity to partner with him as our CFO. I am very confident in his ability to lead our best-in-class finance organization and steward our strong financial performance for years to come.”

Weitzel is a results-oriented strategic and collaborative leader with extensive experience driving value creation and supporting revenue growth through identifying trends and providing forward-thinking insights that improve decision-making. He has an established history of building successful teams and processes and forming business partnerships across functions and with key leaders to accelerate improved profitability. Weitzel has served as Mativ’s vice president of Financial Planning & Analysis since the creation of the company in July 2022 from the merger of Neenah, Inc. and SWM International. Since 2013, he has held progressive senior finance roles with Neenah, Inc. and prior to that with Georgia-Pacific Corporation, including leading the company’s FP&A organization and holding business unit finance supply chain leadership roles.

“Mativ is an incredible organization filled with strong leaders and great stewards of business from around the world,” said Weitzel. “I am thrilled to take the helm of our financial operations, continuing our track record of strong financial performance, delivering against our goals, and creating the path for long-term value creation for our stakeholders.”

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