Magnera Corp (MAGN): auditor change — Magnera closes spin-off merger with Berry's HHNF Business, takes on $800M notes

the Audit Committee approved the dismissal of Deloitte as the Company’s independent registered public accounting firm, effective immediately

oard of Directors of the Company, the Audit Committee approved the engagement of Ernst & Young LLP (“EY”) as the Company’s new independent registered public accounting firm for the fiscal year ending September 27, 2025. EY was the independent registered public accounting firm that audited the combined balance sheets of Spinco as of September 30, 2023, and October 1, 2022, and the related combined statements of income, comprehensive income, cash flows and changes in parent invested equity for the years ended September 30, 2023, October 1, 2022, and October 2, 2021, which is a part of the Company Registration Statement. During the most recent fiscal years ended December 31, 2023 and 2022, and the subsequent interim period through November 4, 2024, neither the Company nor anyone acting on its behalf has consulted with EY with respect to (i) the application of accounting principles to a spec

Paul Harmon Executive Vice President, Global Innovation, Engineering & Sustainability

Michael (Mike) S. Curless, Samantha (Sam) J. Marnick, Carl J. (Rick) Rickertsen, Thomas (Tom) E. Salmon and Mary Dean Hall, Berry’s designees pursuant to its rights under the RMT Agreement, and Curtis L. Begle as the CEO designee, in accordance with the RMT Agreement, were elected to the Board.

Thomas Fahnemann resigned from his position as the President and Chief Executive Officer

David Parks President, Americas

Michael (Mike) S. Curless, Samantha (Sam) J. Marnick, Carl J. (Rick) Rickertsen, Thomas (Tom) E. Salmon and Mary Dean Hall, Berry’s designees pursuant to its rights under the RMT Agreement, and Curtis L. Begle as the CEO designee, in accordance with the RMT Agreement, were elected to the Board.

Ramesh Shettigar resigned from his position as the Senior Vice President, Chief Financial Officer & Treasurer

Michael (Mike) S. Curless, Samantha (Sam) J. Marnick, Carl J. (Rick) Rickertsen, Thomas (Tom) E. Salmon and Mary Dean Hall, Berry’s designees pursuant to its rights under the RMT Agreement, and Curtis L. Begle as the CEO designee, in accordance with the RMT Agreement, were elected to the Board.

David C. Elder resigned from his position as Vice President, Strategic Initiatives, Business Optimization & Chief Accounting Officer

Kathy Vanderheyden Executive Vice President, Global Operations Excellence & Integration, Quality & Regulatory, EHS

Jill L. Urey Executive Vice President, General Counsel and Corporate Secretary

Tarun Manroa Executive Vice President and Chief Operating Officer

Robert Weilminster Executive Vice President, Strategy, Integration, Corporate Development, Investor Relations

Michael (Mike) S. Curless, Samantha (Sam) J. Marnick, Carl J. (Rick) Rickertsen, Thomas (Tom) E. Salmon and Mary Dean Hall, Berry’s designees pursuant to its rights under the RMT Agreement, and Curtis L. Begle as the CEO designee, in accordance with the RMT Agreement, were elected to the Board.

Boris Illetschko resigned from his position as the Senior Vice President, Chief Operating Officer

James Till Executive Vice President, Chief Financial Officer and Treasurer

Michael (Mike) S. Curless, Samantha (Sam) J. Marnick, Carl J. (Rick) Rickertsen, Thomas (Tom) E. Salmon and Mary Dean Hall, Berry’s designees pursuant to its rights under the RMT Agreement, and Curtis L. Begle as the CEO designee, in accordance with the RMT Agreement, were elected to the Board.

Curtis L. Begle President and Chief Executive Officer

Michael (Mike) S. Curless, Samantha (Sam) J. Marnick, Carl J. (Rick) Rickertsen, Thomas (Tom) E. Salmon and Mary Dean Hall, Berry’s designees pursuant to its rights under the RMT Agreement, and Curtis L. Begle as the CEO designee, in accordance with the RMT Agreement, were elected to the Board.

Eileen L. Beck Executive Vice President, Human Resources & Administration

Achim Schalk President, EMEIA/APAC

On the Closing Date, the Company also amended and restated its amended and restated bylaws (as amended and restated, the “Magnera Bylaws”) to, among other things, reflect its name change to Magnera Corporation, and to update certain of its advance notice and shareholder meeting adjournment provisions.

On the Closing Date and prior to the effective time of the First Merger, the Company amended the Glatfelter Charter to, among other things, change its name to Magnera Corporation, effect a reverse stock split of all issued and outstanding shares of Company common stock at a ratio of 1-for-13 and increase the number of authorized shares of Company common stock from 120,000,000 shares to 240,000,000 shares.

In connection with the Transactions, on the Closing Date, the Board approved a change in the Company’s fiscal year-end from December 31 to a 52- or 53-week period ending generally on the Saturday closest to September 30, effective October 1, 2024. The Company will file reports for the twelve-month period ending on the Saturday closest to September 30 of each year beginning with the twelve-month period ending September 27, 2025.

In connection with the Transactions, on the Closing Date, the Board approved and adopted a new Code of Business Conduct applicable to all employees, officers and directors of Magnera and a new Code of Business Ethics for the CEO and Senior Financial Officers of Magnera.

at the effective time of the First Merger, each issued and outstanding share of Spinco common stock on the Closing Date was automatically converted into the right to receive 0.276305 shares of Company common stock. e time of the First Merger, each issued and outstanding share of Spinco common stock on the Closing Date was automatically converted into the