P. H. Glatfelter Company (NYSE:GLT) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On May 4, 2017, the shareholders of P. H. Glatfelter Company (the
Company) approved the Companys Amended and Restated Long-Term
Incentive Plan (the Plan).
The Plan, which is administered by the Compensation Committee of
the Board of Directors, provides for grants of stock options,
stock appreciation rights, restricted stock, restricted stock
units, performance awards, stock awards and other stock-based
awards. Eligible participants under the Plan consist of
employees, officers, non-employee directors and consultants of
the Company as well as individuals to whom an offer of employment
or service has been extended.
The amended Plan includes changes to:
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Increase the number of shares of common stock available |
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Provide that the maximum aggregate number of shares |
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Provide that cash dividends and dividend equivalents that |
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Provide that the grant date value of awards granted under |
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Remove discretion of the Committee to provide for a |
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Expand the performance metrics that the Committee may |
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Provide that any dividend rights or dividend equivalents |
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Provide for double-trigger vesting in the event of a |
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Provide the Committee with discretion to provide for |
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Provide that the number of shares subject to incentive |
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Extend the expiration of the Amended Plan until May 4, |
This description is qualified in its entirety by reference to the
Plan, which is filed herewith as Exhibit 10.1 to this Current
Report on Form 8-K.
Item 5.07. Submission of Matters to a Vote of Security Holders
On May 4, 2017, the Company held its annual meeting of
shareholders. There were 43,558,387 shares of common stock
entitled to vote at the meeting and a total of 40,671,525 (93.4%)
shares of common stock were represented at the meeting.
The items voted upon at the annual meeting and the results of the
vote on each proposal were as follows:
Proposal 1. The election of nine members of the Board of
Directors to serve until the Companys next annual meeting and
until their successors are elected and qualified.
Each of the nine nominees for director was elected, and the
voting results are set forth below:
|
Name of Director |
For |
Withheld |
|
|
Bruce Brown |
37,421,173 |
745,764 |
|
|
Kathleen A. Dahlberg |
37,182,394 |
984,543 |
|
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Nicholas DeBenedictis |
36,941,265 |
1,225,672 |
|
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Kevin M. Fogarty |
37,396,249 |
770,688 |
|
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J. Robert Hall |
37,076,828 |
1,090,109 |
|
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Richard C. Ill |
37,265,935 |
901,002 |
|
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Ronald J. Naples |
37,173,092 |
993,845 |
|
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Dante C. Parrini |
37,016,410 |
1,150,527 |
|
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Lee C. Stewart |
37,194,796 |
972,141 |
|
Proposal 2. A proposal to ratify the appointment of Deloitte
Touche LLP as the independent registered public accounting firm
for the Company for the fiscal year ending December 31, 2017.
The proposal was approved by a vote of the shareholders as
follows:
|
For |
Against |
Abstain |
|
39,946,611 |
682,250 |
42,664 |
Proposal 3. A proposal to approve the Companys Amended and
Restated Long-Term Incentive Plan for purposes of increasing the
number of shares available to be awarded under the Plan, meet the
listing requirements of the New York Stock Exchange and certain
other changes to comply with Section 162(m) of the Internal
Revenue Code.
The proposal was approved by a vote of the shareholders as
follows:
|
For |
Against |
Abstain |
|
36,013,613 |
2,073,375 |
85,949 |
Proposal 4. A non-binding advisory vote on the compensation
philosophy, policies and procedures followed by the Company with
respect to executive officers, and the compensation of the
Companys Named Executive Officers (Say-on-Pay).
The proposal was approved by a vote of the shareholders as
follows:
|
For |
Against |
Abstain |
|
24,233,634 |
13,833,121 |
106,182 |
Proposal 5. A non-binding advisory vote on the frequency with
which shareholders will be asked to give an advisory vote on
executive compensation and pay practices.
The result of the vote of the shareholders is as follows:
|
Every Year |
Every 2 Years |
Every 3 Years |
Abstain |
|
28,669,491 |
283,549 |
9,133,064 |
86,833 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed herewith:
10.1P. H. Glatfelter Company Amended and Restated Long-Term
Incentive Plan **
10.2Form of Restricted Stock Unit Award Certificate (form
effective as of February 23, 2017) **
10.3Form of Performance Stock Award Certificate (form effective
as of February 23, 2017) **
10.4Form of Non-Employee Director Restricted Stock Unit Award
Certificate (form effective as of May 4, 2017) **
**Management contract or compensatory plan
About P. H. Glatfelter Company (NYSE:GLT)
P. H. Glatfelter Company is a manufacturer of specialty papers and fiber-based engineered materials. The Company operates through three business units: Composite Fibers, Advanced Airlaid Materials and Specialty Papers. Its Composite Fibers business unit is engaged in the sale of single-serve tea and coffee filtration papers, non-woven wallcovering materials, metallized papers, composite laminates papers, and various technically special papers, including substrates for electrical applications. Its Advanced Airlaid Materials is engaged in the sale of airlaid non-woven fabric-like materials used in feminine hygiene and adult incontinence products, wipes and other airlaid applications. Its Specialty Papers business unit is engaged in the sale of papers for carbonless and other forms, envelopes, book publishing and engineered products, such as papers for high-speed ink jet printing, office specialty products, greeting cards, postal and other specialty applications. P. H. Glatfelter Company (NYSE:GLT) Recent Trading Information
P. H. Glatfelter Company (NYSE:GLT) closed its last trading session down -0.58 at 18.39 with 365,907 shares trading hands.
