Mativ Holdings, Inc 8-K/A, filed Dec 27, 2022
Mativ Holdings, Inc. (MATV)
About this 8-K/A
Mativ Holdings, Inc filed this 8-K/A on December 27, 2022, reporting on events of October 21, 2022.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Explanatory Note
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed on October 27, 2022, Omar Hoek tendered his resignation from his position as the Company’s Chief Operating Officer, effective as of March 1, 2023, to pursue other opportunities.
On December 21, 2022, SWM Luxembourg SARL (“SLS”), a wholly owned subsidiary of the Company, and Mr. Hoek entered into a Consulting and Services Agreement (the “Consulting Agreement”), which provides that, effective as of March 1, 2023, Mr. Hoek will provide certain consulting services to SLS for one year to support a smooth transition. As consideration for such ongoing services provided pursuant to the Consulting Agreement, SLS will pay Mr. Hoek a monthly, lump-sum consulting fee of €20,833. The Consulting Agreement also includes customary provisions, including intellectual property assignment and confidentiality requirements.
Also on December 21, 2022, Mr. Hoek entered into a Mutual Agreement for the Termination of Employment with SLS (the “Termination Agreement”). Under the terms of the Termination Agreement, Mr. Hoek is entitled to receive an annual incentive amount based on the Company’s performance for fiscal year 2022. The Termination Agreement also provides that any equity awards previously granted by the Company to Mr. Hoek that are not vested on or before March 1, 2023 will be forfeited.
The foregoing descriptions of the Consulting Agreement and the Termination Agreement are qualified in their entirety by reference to the full and complete terms of the Consulting Agreement and the Termination Agreement, which are included as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit No. |
Description of Exhibit | |
| 10.1 | Consulting and Services Agreement, effective as of March 1, 2023, by and between SWM Luxembourg SARL and Mr. Omar Hoek. | |
| 10.2 | Mutual Agreement for the Termination of Employment, dated as of December 21, 2022, by and between SWM Luxembourg SARL and Mr. Omar Hoek. | |
| 104 | The cover page from this Current Report on Form 8-K/A, formatted in Inline XBRL | |
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.
| Mativ Holdings, Inc. |
| By: /s/ Ricardo Nunez |
| Ricardo Nunez |
| Chief Legal Officer, Secretary and Chief Compliance Officer |
Dated: December 27, 2022
Exhibit 10.1
CONSULTING AND SERVICES AGREEMENT
EFFECTIVE: 1 MARCH 2023
This Consulting and Services Agreement (this “Agreement”), is entered into by and between
SWM Luxembourg SARL, a limited liability company (société à responsabilité limitée) established under the laws of Luxembourg and having its principal offices at 17, rue Edmond Reuter, L-5326, Contern, Luxembourg (the “Company”),
AND
Mr. Omar HOEK, 14, Rue de I’Indépendence, Strassen, Luxembourg (the “Consultant”),
the “Parties” and individually a “Party.”
Whereas:
| A. | Consultant is an individual who has know-how, knowledge and skills in the field of production, marketing and sales of various types of cigarette paper, botanical-based papers, and reconstituted tobacco, as well as the cigarette industry generally, filtration protective and other films, netting for filtration and other industrial and consumer purposes, packaging paper, stationery paper and other specialty papers, release liners, adhesive tapes, speciality fiber-based products for medical uses such as wound care, bandages, and topical applications (the “Field”); and |
| B. | Company is engaged in the business of manufacturing and sale of a wide variety of products in the Field, and |
| C. | Company requires certain consulting services using the type of know-how, knowledge and skills described in Recital A; |
NOW, THEREFORE, the parties hereto agree as follows.
| 1. | CONSULTING SERVICES |
| 1.1. | Services |
| (a) | Consultant shall provide Company with consulting and advice, either in person, by telephone or in writing, as needed (the “Services”) and such other work as Company may reasonably request in writing through its representatives for the period and upon the terms and conditions hereinafter provided. |
| (b) | For each consulting task, Consultant shall deliver advice orally or in writing, as appropriate. |
| (c) | Payments for Services hereunder to Consultant shall be due and owing whether any Services are requested and, in the event Company requests significant consulting services of Consultant, the Company and Consultant shall agree on additional compensation. |
| Consulting and Services Agreement | 1 | Page |
| 1.2. | Payment for Services; Expenses |
| (a) | In consideration of the Services performed by Consultant and for his agreements referred to in Section 3 below, Company shall pay Consultant lump-sum gross amount € 20,833.33 (twenty thousand eight hundred thirty-three euros and 33 cents) per month (excluding travel time to and from principal place of residence, VAT excluded). |
| (b) | Company will reimburse Consultant for any reasonable business trips that are approved by the Company in advance, together with the reasonable expenses incurred in connection with the Services, provided that such expenses are supported with appropriate documentation. Such travel costs shall comply with the Company rules and limits of authorization for professional travels (details shall be sent to the Consultant upon request). |
| (c) | Within 30 days after any month, Consultant shall submit a VAT-compliant invoice and proof of reasonable expenses if any to Company relevant entity. Payments will be made promptly (and in any event no more than 30 days) after receipt of the invoice. |
| 2. | TERM AND TERMINATION |
| 2.1. | This Agreement shall commence on the date set forth above (the “Effective Date”) and shall terminate on the first anniversary thereof (the “Term”). It can be extended if deemed necessary by an amendment to this contract, executed by the parties. |
| 2.2. | Notwithstanding the expected term hereof: |
| (a) | Consultant may terminate this Agreement without penalty: |
| i. | for convenience by at least ninety (90) days’ prior written notice and |
| ii. | for material breach of this Agreement on the part of the Company by at least thirty (30) days’ prior written notice. In such case, the Company shall pay to the Consultant within fifteen (15) days damages equal to the total of remaining Payment for services until the Term according to Article 1.2 a) of the present agreement. |
| (b) | The Company may terminate this Agreement without penalty by giving the Consultant at least thirty (30) days’ prior written notice, but only for material breach of this Agreement on the part of the Consultant. |
| 3. | NON-SOLICITATION OF CLIENTS AND EMPLOYEES |
The Consultant agrees that the fee in Section 2 includes a sufficient payment for the obligations of Section 16 of his Employment Agreement dated October 18, 2019 (Non-Solicitation of clients and employees), which obligations the Consultant acknowledges and agrees remain in effect for the term stated in such agreement.
| 4. | INTELLECTUAL PROPERTY RIGHTS |
| 4.1. | In consideration of the compensation set forth herein, Consultant and Consultant’s employees, if any, agree to grant, license, release and assign to Company all right, title and interest in all copyrights arising out of the Services provided pursuant to this Agreement. All works of authorship |
| Consulting and Services Agreement | 2 | Page |
| created by Consultant while providing the Services shall be “works made for hire.” Upon request, Consultant shall provide Company with whatever documents, information or materials in Consultant’s possession or reasonably available to Consultant to enable Company to protect its intellectual property rights in any materials produced pursuant to this Agreement. |
| 4.2. | In consideration of the compensation set forth herein, Consultant and Consultant’s employees, if any, agree to promptly disclose and assign to Company any and all ideas and inventions, patentable or unpatentable, of or relating to anything done in connection with this Agreement or made or conceived which may result from or be suggested by the Services performed. All such ideas and inventions shall be and become the exclusive property of Company, whether or not patent applications are filed thereon, and Consultant shall at any time and from time to time, upon request, at the expense of Company, make application through representatives of Company or its nominees for Patents. Consultant shall promptly provide all reasonable assistance and shall furnish, execute and deliver any and all documents necessary to do any and all acts in securing for Company or Company’s benefit patents in any and all countries. Termination of this Agreement shall not release Consultant from Consultant’s obligations hereunder as to any inventions which, by this Agreement, Consultant has agreed to assign. |
| 5. | CONFIDENTIALITY |
| 5.1. | For purposes of this Agreement, Confidential Information means all information: (i) relating to the subject matter of the Services; (ii) concerning Company and its products, operations, research and development, inventions, trade secrets, computer software, plans, intentions, market opportunities, processes, methods, policies, recipes, formulae, vendor and customer relationships, finances and other business operations and affairs; (iii) relating to the existence of this Agreement, its terms and the fact that discussions regarding the Services have been undertaken; and (iv) of third parties that Company maintains in confidence, that has been or may be disclosed to Consultant in written and/or other form, through the Consultant’s access to premises, equipment or facilities of Company, or by oral, written, electronic or other communication with or on behalf of Company, in connection with, or incidental to, the Services, and all tangible embodiments of such information, including documents, physical items, samples, compounds, or other materials. The Confidential Information includes any analyses, compilations, studies, notes, minutes of meetings, or other documents, physical or electronic materials, prepared by Consultant in the course of carrying out the Services or otherwise based upon or derived from the information disclosed Company. |
| 5.2. | During the term of this agreement and at all times following its expiration, Consultant undertakes each of the following: |
| (a) | To keep all of the Confidential Information Company and every part thereof disclosed to them strictly confidential and not to make any disclosure of the same other than as provided herein; |
| (b) | Not in any circumstances to disclose or communicate the confidential Information disclosed to them to any other person, company or legal entity whatsoever; |
| (c) | Not to use the Confidential Information disclosed to them for any purpose other than those of the Services without Company’s prior written consent; |
| Consulting and Services Agreement | 3 | Page |
| (d) | Not to make copies or reproductions of the Confidential Information disclosed to them except to the extend reasonably necessary for the purposes of the Services, it being understood that all such copies shall be proprietary to Company; |
| (e) | To deliver up on return all materials or documents containing or relating to the Confidential Information Company immediately upon request, which may be given at any time. |
| 5.3. | The terms and conditions herein shall take effect and be binding on the Parties hereto from the date of disclosure of any Confidential Information and shall remain in force until such time as all the Confidential Information shall have fallen into the public domain. It shall however cease to apply with respect to: |
| (a) | such Confidential Information or part thereof which shall come into the public domain otherwise than as a result of a breach of this Agreement; or |
| (b) | such Confidential Information which may lawfully be in the possession of the Consultant prior to receipt from Company; or |
| (c) | such Confidential Information which is later received on a non-confidential basis from a third party who has not breached any obligation in making such disclosure. |
| 5.4. | Any termination of this Agreement shall be without prejudice to the accrued rights of the parties on the date of such termination. |
| 5.5. | The confidentiality obligation shall remain in force for an indefinite period from the date of signature of this agreement. |
| 5.6. | Any Party which claims that the other Party has breached the provisions of this article shall bear the burden of bringing to the other Party reasonable proofs supporting such claim. |
| 6. | INDEPENDENT CONTRACTOR |
Consultant is and shall remain an independent contractor, and not an employee in the performance of this Agreement. Consultant shall not become the agent, representative, employee or servant of Company as a result of the performance of the Services hereunder, or any part thereof, and no express or implied representations to the contrary are made.
| 7. | WARRANTY AND INDEMNITY |
Consultant warrants and guarantees that:
| (a) | Consultant is free of any other commitment with any third parties that would restrict the provisions of services to Company, and that the performance of Consultant’s obligations hereunder will not result in the violation of any intellectual property right or know-how belonging to any third party. |
| (b) | Consultant is not already engaged in a similar project with third parties active in the Field (as defined in the preamble hereto). |
| Consulting and Services Agreement | 4 | Page |
| (c) | Consultant will employ the best technical practices, procedures, skill, care and judgment in the performance of the Services, |
| (d) | The Services shall be performed in the most expeditious and economical manner consistent with Company’s best interests, and |
| (e) | Consultant shall at all times cooperate with Company so as to further the best interests of Company (but in all cases in compliance with applicable law). |
| 8. | NOTICES |
All notices or other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been sufficiently given when delivered in person, transmitted by e-mail or post directed to the address set forth in the preamble hereto, with a copy to the Mativ Holdings, inc. General Counsel at the following address:
General Counsel
Mativ Holdings, Inc.
100 North Point Center East
Suite 600
Alpharetta, GA 30022
USA
or in any such case to such other address or individual as either party may specify from time to time in writing.
| 9. | ASSIGNMENT |
Consultant shall not assign, subcontract or otherwise transfer this Agreement or any payments due or to become due hereunder without Company’s prior written approval; provided, however, that the Consultant may assign all of the rights under this Agreement contemporaneously with a delegation of the duties hereunder to a legal entity incorporated in the Grand Duchy of Luxembourg in which he owns a majority interest.
| 10. | PUBLICITY |
Consultant shall not publicize in any manner information regarding the existence of this Agreement or its terms without the written consent of Company, provided however, that Consultant shall not be prohibited from making disclosures to the extent required by law or disclosed by Company.
| 11. | ENTIRE AGREEMENT: AMENDMENT |
This Agreement attached hereto constitute the entire understanding between the parties. No waiver, modification or amendment of any term of this Agreement shall be valid unless made in writing specifying such waiver, modification, or amendment and signed by the parties hereto.
| 12. | GOVERNING LAW - JURISDICTION |
| 12.1. | This Agreement shall be construed and interpreted in accordance with the laws of Luxembourg. |
| Consulting and Services Agreement | 5 | Page |
| 12.2. | The Parties hereby agree that the courts of Luxembourg shall have exclusive jurisdiction to settle any dispute which may arise out of or in connection with this Agreement and that accordingly any proceeding, suit or action arising out of or in connection with this Agreement shall be brought before such courts. |
* * * * *
IN WITNESS WHEREOF, this Agreement has been executed on behalf of each party as of the day and year first set forth above.
| SWM Luxembourg SARL | Omar HOEK | |||
| /s/ Philippe Ragot |
/s/ Omar Hoek | |||
| Director Category A |
||||
| /s/ David Ronald Surbey |
||||
| Director Category B |
||||
| Consulting and Services Agreement | 6 | Page |
Exhibit 10.2
MUTUAL AGREEMENT FOR THE
TERMINATION OF EMPLOYMENT
DATED: DECEMBER 21, 2022
This Mutual Agreement for the Termination of Employment (this “Agreement”) is entered into as of the date set forth above (the “Effective Date”) between SWM Luxembourg SARL, having its registered office at 17 rue Edmond Reuter, L-5326 Contern, hereinafter referred to as the “Company”, on the one hand, and Mr. Omar HOEK, 14, Rue de l’Indépendence, Strassen, Luxembourg, hereinafter referred to as the “Employee”, on the other hand. The addresses of both the Company and the Employee are located in the Grand Duchy of Luxembourg.
Whereas:
| A. | The Employee has been employed by the Company as Chief Operations Officer with responsibility for companies affiliated with Mativ Holdings, Inc. (the “Mativ Group”), of which the Company is a part, under an indefinite duration employment contract dated 18 October 2019 (the “Employment Agreement”). |
| B. | The Company and the Employee wish to terminate the Employment Agreement by mutual consent, as contemplated by Art. L-124-13 of the Labor Code (Code du Travail) of Luxembourg. |
NOW, THEREFORE, the Company and the Employee (the “Parties”) agree as follows.
| 1. | Termination of Employment |
| a. | The Employment Agreement and the employment relationship created thereunder shall terminate on 1 March 2023 (the “Termination Date”). |
| b. | Employee will resign from any position as an officer or member of the board of directors of any company that is part of the Mativ Group and the China-based joint ventures, shares of which are owned by a member of the Mativ Group. Employee will agree to provide his signature after the Termination Date on documents related to his tenure as such an officer or director, under reasonable circumstances and conditions. |
| c. | The Company’s agreements herein are conditioned upon the Employee agreeing to provide consulting services to the Company under a separate, mutually agreeable consulting agreement to be executed simultaneously herewith (the “Consulting Agreement”). |
| d. | The Employee’s agreements herein are conditioned upon the Employee receiving from Mativ Holdings, Inc. a satisfactory letter of assurance in respect of his awards under any Mativ Holdings, Inc. annual incentive plan (that is, the annual bonus) stating that: |
| i. | the continued service requirement is waived; |
| ii. | that the annual incentive will be paid in alignment with the normal payment for such incentives; and |
| iii. | the actual amount of the annual incentive will be based upon the performance of Mativ in fiscal year 2022. |
| e. | Shares of Mativ stock that have been awarded either under the Mativ Long-Term Incentive Plan or otherwise shall be forfeited as to any award that has not vested on or before the Termination Date in accordance with the terms of the plan or agreement to which it is subject (any shares that have vested prior to the Termination Date shall not be forfeited). Except for the foregoing, if such awards are deemed to be supplement or any other part to the Employment Agreement or the employment relationship, then the Parties agree that the arrangements contained in such documents are annulled and shall have no force or effect as of the date of signature of this Agreement. |
| f. | The Company will pay to the employee any holiday that would have been untaken at the time of termination. |
| 2. | Until the Termination Date, Employee shall: |
| a. | do his best efforts and full assistance as may be required by the Company for a smooth and full transfer of all projects, assignments, duties and responsibilities of Employee to the person appointed to replace him; and |
| b. | continue the good faith performance of his duties in accordance with his past practice; |
| 3. | The Employee undertakes to strictly follow the confidentiality provisions the Employment Agreement and, inter alia, not to reveal any of the facts, information, sources and contents of documents or otherwise of which he has/will have knowledge by reasons of his working for the Company concerning, among others, the Company itself, its affiliates, its employees, shareholders or clients. The Employee undertakes to keep secret any formulas, proceedings or methods that are used or developed by the Company or its affiliates. The Employee declares to comply at all times with the provisions of professional secrecy. |
| 4. | The Employee further undertakes to observe a total discretion on non-public information in relation to his work both concerning the business and the private facts relating to clients, managers or other employees of the Company. Any breach, even minimal, of these obligations may constitute a serious offence, which may trigger a claim that may be exercised on the basis of civil, and/or criminal law. In the same way the Company will observe total discretion about all it knows about the employee and will not express negatively about the Employee or their relationship. |
| 5. | The Employee shall return to the Company no later than on the Termination Date (unless a different term is specifically agreed by the parties in writing) all documents, whether confidential or not, and all other belongings of the Company or its affiliates of whatever kind |
| and nature that the Employee was granted or may still have in his possession because of his employment with the Company within the duration of the employment (i.e., laptop, SIM cards, credit cards, mobile phones, electronic office pass, etc.) in normal, undamaged and workable condition. In case the Employee fails to return the same, the Company shall send him a formal notice by registered letter and in case the Employee will not remedy, the Company shall be entitled to seek legal recourse demanding compliance and/or damages, as well as deduct the amounts owed to the Employee in full from the compensations payable hereunder. |
| 6. | Except for its submission to the Luxembourg Income Tax Administration or its enforcement before a court of competent jurisdiction in case one of the contracting parties does not comply with its provisions, this settlement agreement is and shall remain strictly confidential. |
| 7. | The parties acknowledge that they have made reciprocal concessions in the meaning of article 2044 of the Luxembourg civil code. Both parties declare having understood the meaning and the sense of the present agreement and declare that their consent has not been subject to any constraint. Each party will execute the present agreement in good faith. |
| 8. | Without prejudice to the execution of their respective obligations deriving from this Agreement, both Parties acknowledge that they are mutually discharged of all obligations resulting from the Employment Agreement and its termination and that they no longer have any right or claim whatsoever towards each other on the basis on their employment relationship and the termination of the Employment Agreement. |
| 9. | This agreement is governed by Luxembourg law and in case of litigation the courts of Luxembourg will be competent with exclusive jurisdiction. |
| 10. | This agreement (3 pages and 10 points) is made in two originals, each party acknowledges having received one duly signed original. |
* * * * *
Executed in two originals in Contern, Luxembourg, on 12/21/2022
| For The Company: |
For the Employee: |
| /s/ David Ronald Surbey /s/ Philippe Ragot | /s/ Omar Hoek | |||
| David Ronald Surbey Philippe Ragot | ||||
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| |||
| The Employee |