Hello and welcome to the Mativ Holdings Annual Meeting of Stockholders. Please note that this meeting is being recorded. Questions may be submitted via the question text box located on the bottom left of your screen. By selecting a question topic first, type your message and then click the Submit button to the bottom left of the question text box. The meeting will begin shortly.
Good morning. It is a pleasure to welcome you to the 2025 Annual Meeting of Stockholders of Mativ Holdings, Inc. My name is Kimberly Ritrievi . I am Chair of the Board and will act as chair of the meeting. Mark Johnson, Chief Legal and Administrative Officer and Corporate Secretary of the company, will act as Secretary of the meeting. I would like to welcome other members of the management team who are present with me this morning. Shruti Singhal, Chief Executive Officer and Director, Greg Weitzel, Chief Financial Officer, Ryan Elwart, Group President, Mike Rickheim, Chief Human Resources and Communications Officer, Rajeev Kapur, Chief Information Officer, and Andrew Downard, Chief Supply Chain Officer. I extend a special welcome to the other members of our Board of Directors who have joined this morning. Bill Cook, Marco Levi, John Stipancich.
A very special thank you to John Rogers, who will be retiring from the board after 16 years of dedicated, dedicated service to the company. John, thank you for your many contributions over the years. I would also like to acknowledge the presence of Phil Walsh of Deloitte & Touche, the company's independent auditors. The 2025 Annual Meeting is now called to order. We will focus the meeting on formal actions and then have some time to address any questions shareholders may have. Mr. Johnson will now present certain items in connection with the holding of this meeting.
Thank you, Kim. A list of the stockholders of record as of 10 March 2025 who are entitled to vote at this meeting has been prepared by the company in accordance with applicable Delaware law. Stockholders who wish to examine the list of stockholders may submit a request to the company's Investor Relations department at investors@mativ.com. Marlene Aguilar of Broadridge Financial Solutions has been appointed to serve as the Inspector of Elections for today's meeting. The Inspector of Elections has duly taken an oath to faithfully execute the duties of the office with strict impartiality and to the best of her ability. The Inspector of Elections is responsible for confirming the presence of a quorum, supervising the voting process based on tabulation results provided through Broadridge's platform, and certifying the final voting results.
A certified financial Inspector of Elections report will be prepared and filed with the official minutes of the meeting. Proxies solicited by the Board of Directors and submitted by stockholders of the company entitled to vote at this meeting have been tabulated by Broadridge Financial Solutions. The shares owned by these stockholders will be voted and represented at this meeting by me. The Inspector of Elections has informed me that for purposes of voting, based on an examination of the proxies submitted, the number of shareholders present, either in person or by proxy, is greater than a majority of the outstanding shares entitled to vote as of the record date. Accordingly, we have a quorum present for purposes of transacting business and we will now move to the formal business of the meeting. There are four items to be voted on today. Proposal one is the election of one Director.
Proposal two is the ratification of the selection of Deloitte & Touche as the company's independent registered public accounting firm for fiscal year 2025. Proposal three is a non-binding advisory vote to approve executive compensation. Proposal four is the approval of the adoption of an amendment to Mativ Holdings, Inc. 2024 Equity and Incentive Plan. A meeting agenda and rules of conduct and procedures have been posted to the webcast platform and we will conduct the meeting in accordance with these documents. To access and view the rules of conduct, please click on the document name under Meeting Materials located on the bottom right side of your screen.
If you have voted your shares prior to the start of the 2025 Annual Meeting, your vote has been received by the company's Inspector of Elections and there's no need to vote those shares during the meeting unless you wish to revoke or change your vote. If you have not yet voted or would like to change your vote, you may do so by clicking the Vote Here button located in the bottom center of your screen under Cast Your Vote. The polls will remain open until declared closed by me. Select stockholder questions received during the meeting will be addressed at the end of today's webcast. Questions not answered during today's webcast will be addressed as soon as practical after the meeting by email or other direct communication, depending upon the subject matter and relevance. Kim, back to you.
Thank you. Mark, please present the first matter to be voted on today.
The first proposal is the election of one Class III Director as set forth in the Proxy Statement. A summary of the nominee's background can be found on page seven of the Proxy Statement. Kimberly E. Ritrievi has been recommended by the Board of Directors and is hereby placed in nomination for election to a three year term as a Class III Director. May I have a motion to approve Proposal one.
I so move.
Is there a second?
I second that motion.
We will now proceed to vote. There being no ballots remaining to be submitted, I declare that the polls are closed and direct the Inspector of Elections to tally the proxies and ballots and prepare the report. I have been informed that the Director nominee has received sufficient votes for election and accordingly it is declared that Kimberly E. Ritrievi has been duly elected as a Class III Director to serve until the 2028 annual meeting of stockholders of the company and until her prospective successor is elected and shall have been qualified.
Thank you, Mark. Please proceed to the second matter to be voted on today.
Proposal number two is the ratification of the selection of Deloitte & Touche as the company's independent registered public accounting firm for fiscal year 2025. Details regarding this proposal are set forth on pages 53 and 54 of the proxy statement. The directors recommend that Deloitte & Touche be ratified as the company's independent registered public accounting firm for fiscal year 2025. May I have a motion to approve proposal number two?
I so move.
Is there a second?
I second that motion.
We will now proceed to vote on this proposal. I have been informed that the proposal for ratification of the selection of Deloitte & Touche as the company's independent registered public accounting firm has received sufficient votes to be approved by the stockholders of the company and accordingly, the Audit Committee's selection of Deloitte & Touche has been ratified.
Thank you, Mark. Please proceed to the third matter we voted on today.
Proposal number three is the executive compensation advisory vote. Details regarding this proposal are set forth on pages 56 and 57 of the Proxy Statement. The directors recommend a vote for the advisory vote on executive compensation. May I have a motion to approve proposal number three?
I so move.
Is there a second?
I second that motion.
We will now proceed to vote on this proposal. I have been informed that the stockholders have approved on an advisory basis the compensation paid to our executive officers.
Thank you, Mark. Please present the final matter to be voted on today.
Proposal number four is the approval of the adoption of the amendment to the Mativ Holdings 2024 Equity and Incentive Plan. Details regarding this proposal are set forth on pages 58 to 67 of the Proxy Statement. The directors recommend that the adoption of the amendment to the 2024 Equity and Incentive Plan be approved. May I have a motion to approve proposal number four?
I so move.
Is there a second?
I second that motion.
We will now proceed to vote on this proposal. I have been informed that the stockholders have approved the adoption of the amendment to the 2024 Equity and Incentive Plan. Kim, back to you.
Thank you, Mark. This concludes today's formal business. We will now answer questions that stockholders have submitted during today's webcast through the meeting platform.
Kim? I can confirm there are no pertinent questions submitted during today's webcast, so we may conclude the Q & A session.
Thank you, Mark. In closing, I would like to thank everyone on today's call for your attendance and interest. There being no further business to come before this meeting, may I have a motion to adjourn?
I so move.
Is there a second?
I second that motion.
This motion passes, and the meeting is adjourned. Thank you very much.
The meeting has now concluded. Thank you for attending. You may now disconnect.