---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-22-287898"
form_type: "8-K"
ticker: "MAGN"
cik: "0000041719"
company_name: "Magnera Corp"
filed_at: "2022-11-18T23:59:59+00:00"
generated_at: "2026-06-21T16:11:06.086280+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

# Glatfelter shareholders approve governance amendments including majority voting and proxy access

## Summary
- At Nov 11, 2022 special meeting, shareholders approved majority voting standard for uncontested director elections.
- Shareholders eliminated cumulative voting in director elections effective Nov 18, 2022.
- Bylaws amended to allow board to determine number of authorized directors and meeting time/place.
- Proxy access adopted: eligible shareholders may include their own director nominees in company proxy materials.
- Voting standards clarified for actions other than director elections (majority of votes cast).

## SEC filing metadata
- accession: 0001193125-22-287898
- form_type: 8-K
- ticker: MAGN
- cik: 0000041719
- company_name: Magnera Corp
- filed_at: 2022-11-18T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 5.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/41719/000119312522287898/0001193125-22-287898-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/41719/000119312522287898/d389157d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-22-287898
- JSON: https://secwatch.observer/filing/0001193125-22-287898.json
- Plain text: https://secwatch.observer/filing/0001193125-22-287898.txt

## Key facts
- Governance Changes
  Magnera Corp: Revised Section 2.1 to allow Board to determine number of authorized directors (effective 2022-11-11).
  - Change: bylaw amendment
  - Effective: 2022-11-11
  source text: Section 2.1 was revised as follows to allow the Board to determine the number of authorized directors: "The Board of Directors shall consist of at least three (3) persons, however, the size of the Board may be set by resolution of the Board from time to time."
  evidence_url: https://www.sec.gov/Archives/edgar/data/41719/000119312522287898/0001193125-22-287898-index.htm
- Governance Changes
  Magnera Corp: Amended Section 1.9(c) to provide proxy access for eligible shareholders (effective 2022-11-11).
  - Change: bylaw amendment
  - Effective: 2022-11-11
  source text: Section 1.9(c) was amended as follows to provide for proxy access, allowing eligible shareholders to include their own nominees for director in the Company's proxy materials along with the Board's nominees: "The Company shall include in its proxy statement for an annual meeting for the shareholder the name, together with the information required by Section 1.10, of any person nominated for election (a "Shareholder Nominee") to the board of directors by a shareholder that satisfies, or by a group of no more than twenty (20) shareholders that, collectively, satisfy, the requirements of this Section 1.9 (an "Eligible Shareholder"), and that expressly elects at the time of providing the notice required by this Section 1.9 (the "Nomination Notice") to have its nominee or nominees included in the Company's proxy materials pursuant to this Section 1.9."
  evidence_url: https://www.sec.gov/Archives/edgar/data/41719/000119312522287898/0001193125-22-287898-index.htm
- Governance Changes
  Magnera Corp: Amended articles to eliminate cumulative voting (effective 2022-11-11).
  - Change: charter amendment
  - Effective: 2022-11-11
  source text: • A proposal to amend the Articles to eliminate cumulative voting;
  evidence_url: https://www.sec.gov/Archives/edgar/data/41719/000119312522287898/0001193125-22-287898-index.htm
- Governance Changes
  Magnera Corp: Amended Section 2.4 to implement majority voting standard for uncontested director elections (effective 2022-11-11).
  - Change: bylaw amendment
  - Effective: 2022-11-11
  source text: Section 2.4 was amended to implement a majority voting standard for uncontested director elections.
  evidence_url: https://www.sec.gov/Archives/edgar/data/41719/000119312522287898/0001193125-22-287898-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.