Good morning. It is a pleasure to welcome you to the 2026 annual meeting of stockholders of Mativ Holdings, Inc. My name is Kimberly E. 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, President and Chief Executive Officer. Scott Minder, Chief Financial Officer. Megan Fredrick, Chief Human Resources Officer. Rajeev Kapur, Chief Information Officer. Titus Davis, Senior Vice President of Global Operations. Michael Woody, Chief Procurement Officer. Corey Ritchie, Senior Vice President of Global Supply Chain. Juan Toro, Senior Vice President of Global Sales and Growth Strategy, and Allison Kapp-Anthony, Senior Vice President of Strategy, Innovation, and Product Development.
I extend a special welcome to the other members of our board of directors who have joined us this morning. Deborah Borg, Bill Cook, Marco Levi, and John K. Stipancich. I would also like to acknowledge the presence of Phil Walsh of Deloitte & Touche, the company's independent auditors. The 2026 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. Mark 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 March 10, 2026, who are entitled to vote at this meeting has been prepared by the company in accordance with applicable Delaware corporate 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 is the inspector of elections for the 2026 annual meeting of stockholders. Marlene has certified that the notice of this meeting and related proxy materials were duly distributed. This certification, notice, and proxy materials will be filed with the 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 two directors. Proposal two is the ratification of the appointment of Deloitte & Touche as the company's independent registered public accounting firm for fiscal year 2026. Proposal three is a non-binding advisory vote to approve executive compensation. Proposal four is the approval of the adoption of an amendment to the Mativ Holdings, Inc. 2024 equity and incentive plan.
A meeting agenda and rules of conduct and procedures has 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 named under meeting materials located on the bottom right side of your screen. If you have voted your shares prior to the start of the meeting, your vote has been received by the company's inspector of elections, and there is 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.
Thank you, Mark. Please present the first matter to be voted on today.
Kim, the first proposal is the election of two class 1 directors as set forth in the proxy statement. A summary of each nominee's background can be found on page seven of the proxy statement. Mr. William Cook and Mr. Marco Levi have been recommended by the board of directors and are hereby placed in nomination for election as class 1 directors, each to serve a three-year term expiring at the 2029 annual meeting of stockholders. 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 on this proposal. 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've now been informed that the director nominees have received sufficient votes for election, and accordingly, it is declared that each of Mr. William Cook and Mr. Marco Levi have been duly elected as class 1 directors to serve until the 2029 annual meeting of stockholders of the company and until their respective successors are 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 appointment of Deloitte & Touche as the company's independent registered public accounting firm for fiscal year 2026. Details regarding this proposal are set forth on pages 61 and 62 of the proxy statement. The board of directors and the audit committee unanimously recommend that Deloitte & Touche be ratified as the company's independent registered public accounting firm for fiscal year 2026. May I have a motion for approval of proposal number two?
I so move.
Is there a second?
I second that motion.
We will now proceed to vote on this proposal. There being no ballots remaining to be submitted, I declare that the polls are closed as to this proposal and direct the inspector of elections to tally the proxies and ballots and prepare the report. I've been informed that the proposal for ratification of the appointment 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 appointment of Deloitte & Touche has been ratified.
Thank you, Mark. Please proceed to the third matter to be voted on today.
Proposal number three is the executive compensation advisory vote. Details regarding this proposal are set forth on pages 64 and 65 of the proxy statement. The directors recommend a vote for the advisory vote on executive compensation. May I have a motion for approval of proposal number three?
I so move.
Is there a second?
I second that motion.
We will now proceed to vote on this proposal. There being no ballots remaining to be submitted, I declare that the polls are closed as to this proposal and direct the inspector of elections to tally the proxies and ballots and prepare the report. I have been informed that the stockholders have approved, on an advisory basis, the compensation to be paid to our executive officers.
Thank you, Mark. Please present the final matter to be voted on today.
The final matter is proposal number four, the approval of the adoption of the second amendment to the Mativ Holdings, Inc., 2024 Equity and Incentive Plan. Details regarding this proposal are also set forth in the proxy statement. The directors recommend that the adoption of the second amendment to the 2024 Equity and Incentive Plan be approved. May I have a motion for approval of proposal number four?
I so move.
Is there a second?
I second that motion.
We will now proceed to vote on this proposal. There being no ballots remaining to be submitted, I declare that the polls are closed as to this proposal and direct the inspector of elections to tally the proxies and ballots and prepare the report. I have been informed that the stockholders have approved the adoption of the second 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 any relevant questions that stockholders have submitted during today's broadcast through the meeting platform.
Kim, I have been informed that there are none. We may proceed.
As there were no pertinent questions submitted during today's webcast, we may conclude the Q&A session. Any questions not answered during the webcast will be addressed as soon as practical following today's meeting in accordance with the rules of conduct and procedures. 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.
Thank you. The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.