secwatch / observer

Magnera Corp — fact timeline

Source-grounded facts extracted from Magnera Corp's SEC 8-K filings across all families, newest first. Each cites a verbatim SEC excerpt.

MAGN Magnera Corp JSON
Material Agreements

Magnera Corp entered into Employee Matters Agreement with Berry Global Group, Inc., Treasure Holdco, Inc. (effective 2024-02-06).

“· an Employee Matters Agreement, dated as of February 6, 2024, by and among the Company, Berry and Spinco, which governs the parties’”
Material Agreements

Magnera Corp entered into Separation and Distribution Agreement with Berry Global Group, Inc., Treasure Holdco, Inc. (effective 2024-02-06).

“a Separation and Distribution Agreement, dated as of February 6, 2024 (the " Separation Agreement "), by and among the Company, Berry and Spinco”
Material Agreements

Magnera Corp entered into RMT Transaction Agreement with Berry Global Group, Inc., Treasure Holdco, Inc., Treasure Merger Sub I, Inc., Treasure Merger Sub II, LLC (effective 2024-02-06).

“a Reverse Morris Trust (" RMT ") Transaction Agreement, dated as of February 6, 2024 (the " RMT Transaction Agreement "), by and among the Company, Merger Subs, Berry and Spinco”

Curtis L. Begle was appointed as Chief Executive Officer at Magnera Corp.

“Mr. Begle will be appointed as the Chief Executive Officer of the Company and will be appointed to the Board of Directors of the Company (“ Company Board ”) effective as of the closing of the Merger.”
Material Agreements

Magnera Corp entered into Separation and Distribution Agreement with Berry Global Group, Inc. and Treasure Holdco, Inc. (effective 2024-02-06).

“a Separation and Distribution Agreement, dated as of February 6, 2024 (the “ Separation Agreement ”), by and among the Company, Berry and Spinco”
Material Agreements

Magnera Corp entered into RMT Transaction Agreement with Berry Global Group, Inc. and Treasure Holdco, Inc. (effective 2024-02-06).

“a Reverse Morris Trust (“ RMT ”) Transaction Agreement, dated as of February 6, 2024 (the “ RMT Transaction Agreement ”), by and among the Company, Merger Subs, Berry and Spinco”
Earnings Releases

Magnera Corp reported the three months ended September 30, 2023 results: revenue ~$330 million, net income GAAP net loss from continuing operations of $19.7 million, EPS EPS from continuing operations (0.43). Guidance lowered.

“GLATFELTER REPORTS THIRD QUARTER 2023 RESULTS Improved Profitability Despite Continued Difficult Market Conditions 202 3 Third Quarter Overview: • Generated net sales of ~$330 million and a GAAP net loss from continuing operations of $19.7 million • Delivered strong sequential recovery in Adjusted EBITDA of $25.5 million following one-time Q2 adverse events •”

Lee C. Stewart resigned as Director at Magnera Corp.

“On September 24, 2023, Mr. Lee C. Stewart gave notice of his resignation from the Board of Directors of Glatfelter Corporation (the “Company”), which took effect on September 25, 2023.”

Lee C. Stewart resigned as Director at Magnera Corp.

“On September 24, 2023, Mr. Lee C. Stewart gave notice of his resignation from the Board of Directors of Glatfelter Corporation (the “Company”), which took effect on September 25, 2023.”
Restructurings & Charges

Magnera Corp announced a restructuring with charges of approximately $15 million affecting Glatfelter Ober-Schmitten GmbH (Ober-Schmitten facility in Germany) and related distributor operations in Asia (approximately $10.4 million of cash expenses in connection with employee separation benefits).

“The Company will not receive any proceeds from the sale and expects to record a loss of approximately $15 million on the sale.”
Earnings Releases

Magnera Corp reported three months ended June 30, 2023 results: revenue 357,005, net income -36,631, EPS -0.82. Guidance lowered.

“which reinforces our stable business fundamentals,” said Thomas Fahnemann, President and CEO of Glatfelter. Three months ended June 30, Dollars in thousands 2023 2022 Net sales $ 357,005 $ 363,963 Net loss from continuing operations (36,631) (2,460) Adjusted loss from continuing operations (1) (20,450) (1,596) EPS from continuing operations (0.82) (0.05) Adjusted”
Restructurings & Charges

Magnera Corp announced a restructuring with charges of approximately $10.4 million of cash expenses in connection with employee severance and benefit costs affecting Ober-Schmitten, Germany facility.

“The Company now estimates that it will incur approximately $10.4 million of cash expenses in connection with employee severance and benefit costs associated with the termination of the employees at the Facility and will recognized an expense for this amount in its second quarter 2023 financial statements for the three and six months ended June 30, 2023 included in its second quarter 2023 Form 10-Q.”
Shareholder Votes

Magnera Corp shareholders approved Approval of an amendment and restatement of the Glatfelter Corporation 2022 Long-Term Incentive Plan..

“Proposal 4 . Approval of an amendment and restatement of the Glatfelter Corporation 2022 Long-Term Incentive Plan. The proposal was approved by a vote of the shareholders as follows: For Against Abstain Broker Non-Votes 29,261,243 2,128,508 137,295 5,319,587”
Shareholder Votes

Magnera Corp shareholders approved Advisory approval of the Company's 2022 named executive officer compensation ("Say-on-Pay")..

“Proposal 3 . Advisory approval of the Company’s 2022 named executive officer compensation (“Say-on-Pay”). The proposal was approved by a vote of the shareholders as follows: For Against Abstain Broker Non-Votes 27,672,154 3,753,724 101,168 5,319,587”
Shareholder Votes

Magnera Corp shareholders approved Ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2023. at the 2023-12-31 meeting.

“Proposal 2 . The ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2023. The proposal was approved by a vote of the shareholders as follows: For Against Abstain Broker Non-Votes 36,239,965 537,818 68,850 N/A”
Shareholder Votes

Magnera Corp shareholders approved Election of eight members of the Board to serve until the Company's 2024 Annual Meeting of Shareholders and until their successors are elected and qualified..

“Proposal 1 . The election of eight members of the Board to serve until the Company’s 2024 Annual Meeting of Shareholders and until their successors are elected and qualified. Each of the eight nominees for director was elected and the voting results are set forth below: Director Nominee For Against Abstain Broker Non-Votes Bruce Brown 29,812,991 1,634,291 79,764 5,319,587 Kathleen A. Dahlberg 29,901,412 1,536,410 89,224 5,319,587 Kevin M. Fogarty 30,035,852 1,405,356 85,838 5,319,587 Marie T. Gallagher 29,982,234 1,459,499 85,313 5,319,587 Darrel Hackett 30,733,444 702,914 90,688 5,319,587 J. Robert Hall 30,107,828 1,336,615 82,603 5,319,587 Thomas M. Fahnemann 30,456,758 970,158 100,130 5,319,587 Lee C. Stewart 26,677,595 4,756,101 93,350 5,319,587”
Earnings Releases

Magnera Corp reported three months ended March 31, 2023 results: revenue $ 378,208, net income Net loss $ (13,584), EPS $(0.30). Guidance reaffirmed.

“on the Company's progress with its turnaround strategy to drive operational and financial improvements. Three months ended March 31, Dollars in thousands 2023 2022 Net sales $ 378,208 $ 381,680 Net loss from continuing operations (13,182) (108,290) Adjusted loss from continuing operations (5,866) (6,159) EPS from continuing operations (0.29) (2.42) Adjusted EPS”
Governance Changes

Magnera Corp: Amended Bylaws to provide consistency with the director election standard in the Articles of Incorporation adopted at the November 2022 special meeting of shareholders (effective 2023-04-05).

“On April 5, 2023, the Board amended the Company’s Amended and Restated Bylaws (the “Bylaws”) to provide consistency with the director election standard in the Company’s Articles of Incorporation adopted at the November 2022 special meeting of shareholders.”

Boris Illetschko was appointed as Senior Vice President, Chief Operating Officer at Magnera Corp.

“the Board appointed Boris Illetschko as the Company’s Senior Vice President, Chief Operating Officer, effective as of October 1, 2023”

Wolfgang Laures departed as Senior Vice President, Integrated Global Supply Chain and IT at Magnera Corp.

“Wolfgang Laures will separate from employment with the Company as the Company’s Senior Vice President, Integrated Global Supply Chain and IT”

Christopher W. Astley departed as Senior Vice President, Chief Commercial Officer at Magnera Corp.

“Christopher W. Astley will separate from employment with the Company as the Company’s Senior Vice President, Chief Commercial Officer”
Material Agreements

Magnera Corp entered into Term Loan Credit Agreement with Glatfelter Luxembourg S.à r.l., as Borrower, certain subsidiaries of Parent, as guarantors, Alter Domus (US), LLC, as Administrative Agent and the lenders party thereto valued at €250,000,000.00 (effective 2023-03-30).

“On March 30, 2023, Glatfelter Corporation, (“ Parent ”), entered into a Term Loan Credit Agreement (the “ Term Loan Credit Agreement ”), by and among Parent, Glatfelter Luxembourg S.à r.l. (“ Borrower ”), certain subsidiaries of Parent, as guarantors, Alter Domus (US), LLC, as Administrative Agent and the lenders party thereto, providing for a senior secured term loan facility of up to €250,000,000.00”
Material Agreements

Magnera Corp amended Second Amendment to Fourth Amended and Restated Credit Agreement with PNC Bank, National Association, as Administrative Agent, and the lenders party thereto valued at $250,000,000.00 (effective 2023-03-30).

“On March 30, 2023, Glatfelter Corporation (“ Parent ”), entered into the Second Amendment to Fourth Amended and Restated Credit Agreement (the “ Second Amendment ” and the “ Amended Revolving Credit Agreement ”), by and among Parent, Glatfelter Gatineau Ltée, Glatfelter Luxembourg S.à r.l., Glatfelter Gernsbach GmbH, Glatfelter Lydney, Ltd., and Glatfelter Malta Limited, as Borrowers (“ Borrowers ”), certain subsidiaries of Parent, as guarantors, PNC Bank, National Association, as Administrative Agent, and the lenders party thereto, providing for a senior secured revolving loan facility of up to $250,000,000.00”
Material Agreements

Magnera Corp entered into Term Loan Facility Commitment Letter with Angelo, Gordon & Co., L.P. valued at €250,000,000.00 (effective 2023-02-20).

“On February 20, 2023, Glatfelter Corporation, (“ Parent ”), entered into a Commitment Letter (the “ Term Loan Facility Commitment Letter ”), by and among Parent, Glatfelter Luxembourg S.à r.l. (“ Borrower ”) and Angelo, Gordon & Co., L.P. (“ Angelo Gordon ”), as lender.”
Earnings Releases

Magnera Corp reported the three months and year ended December 31, 2022 results: revenue $373,903, net income $(34,113), EPS $(0.76).

“drive operational and financial improvements despite continued inflationary and energy price headwinds. Three months ended December 31, Dollars in thousands 2022 2021 Net sales $ 373,903 $ 334,459 Net loss from continuing operations (34,113) (11,223) Adjusted earnings (loss) from continuing operations (6,974) 1,626 EPS from continuing operations (0.76) (0.25)”
Governance Changes

Magnera Corp: Amended bylaws to clarify proxy access eligibility requirements, including cap on nominees and minimum ownership threshold (effective 2022-12-02).

“On December 2, 2022, the Board of Directors (the “Board”) of Glatfelter Corporation (the “Company”) adopted amendments to the Company’s Amended and Restated Bylaws (the “Bylaws”).”
Governance Changes

Magnera Corp: Amended Section 1.9(c) to provide proxy access for eligible shareholders (effective 2022-11-11).

“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."”
Governance Changes

Magnera Corp: Revised Section 2.1 to allow Board to determine number of authorized directors (effective 2022-11-11).

“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."”
Governance Changes

Magnera Corp: Amended articles to eliminate cumulative voting (effective 2022-11-11).

“• A proposal to amend the Articles to eliminate cumulative voting;”
Governance Changes

Magnera Corp: Amended Section 2.4 to implement majority voting standard for uncontested director elections (effective 2022-11-11).

“Section 2.4 was amended to implement a majority voting standard for uncontested director elections.”
Shareholder Votes

Magnera Corp shareholders approved Approval of an amendment to the Bylaws to clarify the Company’s voting standards at the 2022-11-11 meeting.

“Proposal 6. The approval of an amendment to the Bylaws to clarify the Company’s voting standards. The proposal was approved by a vote of the shareholders as follows: For Against Abstain Broker Non-Votes 33,161,957 251,680 51,689 4,178,948”
Shareholder Votes

Magnera Corp shareholders approved Approval of an amendment to the Bylaws to provide for proxy access, which would allow eligible shareholders to include their own nominees for director in the Company’s proxy materials along with the Board’s nominees at the 2022-11-11 meeting.

“Proposal 5. The approval of an amendment to the Bylaws to provide for proxy access, which would allow eligible shareholders to include their own nominees for director in the Company’s proxy materials along with the Board’s nominees. The proposal was approved by a vote of the shareholders as follows: For Against Abstain Broker Non-Votes 33,320,789 93,926 50,611 4,178,948”
Shareholder Votes

Magnera Corp shareholders approved Approval of an amendment to the Bylaws to allow the Board to determine the time and place of the annual meeting at the 2022-11-11 meeting.

“Proposal 4. The approval of an amendment to the Bylaws to allow the Board to determine the time and place of the annual meeting. The proposal was approved by a vote of the shareholders as follows: For Against Abstain Broker Non-Votes 37,321,820 272,729 49,725 N/A”
Shareholder Votes

Magnera Corp shareholders approved Approval of an amendment to the Bylaws to allow the Board of Directors to determine the number of authorized directors by resolution at the 2022-11-11 meeting.

“Proposal 3. The approval of an amendment to the Bylaws to allow the Board of Directors of the Company (the “Board”) to determine the number of authorized directors by resolution. The proposal was approved by a vote of the shareholders as follows: For Against Abstain Broker Non-Votes 36,497,082 1,084,128 63,064 N/A”
Shareholder Votes

Magnera Corp shareholders approved Approval of an amendment to the Articles to eliminate cumulative voting in director elections at the 2022-11-11 meeting.

“Proposal 2. The approval of an amendment to the Articles to eliminate cumulative voting in director elections. The proposal was approved by a vote of the shareholders as follows: For Against Abstain Broker Non-Votes 32,447,745 962,228 55,353 4,178,948”
Shareholder Votes

Magnera Corp shareholders approved Approval of amendments to Articles of Incorporation and Bylaws to implement a majority voting standard for uncontested director elections at the 2022-11-11 meeting.

“Proposal 1. The approval of amendments to the Company’s Articles of Incorporation (the “Articles”) and Bylaws (the “Bylaws”) to implement a majority voting standard for uncontested director elections. The proposal was approved by a vote of the shareholders as follows: For Against Abstain Broker Non-Votes 33,194,827 213,630 56,869 4,178,948”
Earnings Releases

Magnera Corp reported three months ended September 30, 2022 results: revenue $ 371,780, net income $ (49,254), EPS (1.10).

“operational and financial improvements despite continued inflationary and energy price headwinds. Three months ended September 30, Dollars in thousands 2022 2021 Net sales $ 371,780 $ 279,651 Net Income (loss) from continuing operations (49,254) 8,059 Adjusted earnings (loss) from continuing operations (4,306) 9,482 EPS from continuing operations (1.10) 0.18”

Dante C. Parrini was terminated as Chairman and Chief Executive Officer at Magnera Corp.

“the termination of Dante C. Parrini as the Chairman and Chief Executive Officer of the Company.”

Dante C. Parrini resigned as Director at Magnera Corp.

“Under the terms of the Separation Agreement (as defined below), Mr. Parrini resigned from the board of directors of the Company, effective as of September 13, 2022.”

Thomas Fahnemann was appointed as Director at Magnera Corp.

“On August 23, 2022, Mr. Fahnemann was also appointed to the Company’s Board of Directors, effective August 24, 2022.”

Thomas Fahnemann was appointed as President and Chief Executive Officer at Magnera Corp.

“On August 23, 2022, the Company appointed Thomas Fahnemann, 61, to the roles of President and Chief Executive Officer, effective August 24, 2022.”

Dante C. Parrini was terminated as Chairman and Chief Executive Officer at Magnera Corp.

“On August 23, 2022, Glatfelter Corporation (the “Company”) terminated its Chairman and Chief Executive Officer, Dante C. Parrini, effective immediately.”

Ramesh Shettigar was appointed as Senior Vice President, Chief Financial Officer & Treasurer at Magnera Corp.

“the Company’s Board of Directors has appointed Ramesh Shettigar, the Company’s Vice President, ESG, Investor Relations & Corporate Treasurer, to the position of Senior Vice President, Chief Financial Officer & Treasurer, effective as of May 6, 2022.”

Samuel L. Hillard resigned as Senior Vice President, Chief Financial Officer at Magnera Corp.

“who advised the Board of Directors on March 30, 2022 of his resignation to pursue other opportunities.”

Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.