SCHWEITZER-MAUDUIT INTERNATIONAL, INC. (NYSE:SWM) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

SCHWEITZER-MAUDUIT INTERNATIONAL, INC. (NYSE:SWM) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02.

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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Announcement of Intent to Resign as a Director

On February 20, 2019, Claire L. Arnold announced her intention to resign as a member of the Board of Directors (the “Board”) of Schweitzer-Mauduit International, Inc. (the “Company”) effective as of the Company’s 2019 Annual Meeting of Stockholders. Ms. Arnold’s decision to resign from the Board did not involve any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Election of Director

On February 21, 2019, the Board increased the size of the Board to nine members and appointed Deborah Borg as a director and member of the Compensation Committee, all effective as of February 21, 2019.

As compensation for her service on the Board, Ms. Borg will receive the Company’s standard compensation for non-employee directors, as described in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 26, 2018. Ms. Borg has no family relationships with any director or executive officer of the Company, and there were no arrangements or understandings with any person to which she was selected as a director of the Company. In addition, there have been no transactions directly or indirectly involving Ms. Borg that would be required to be disclosed to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended.

Annual Incentive Plan

On February 20, 2019, the Compensation Committee of the Board adopted the Schweitzer-Mauduit International, Inc. Annual Incentive Plan (the “Annual Incentive Plan”), which replaced the Company’s prior annual incentive plan and is effective for performance periods commencing on or after January 1, 2019. The following paragraphs provide a summary of certain terms of the Annual Incentive Plan.

The purpose of the Annual Incentive Plan is to further align the interests of the stockholders of the Company and its key executives through (i) the annual establishment of Company objectives which are deemed by the Compensation Committee of the Board to be in the short- and long-range interests of the Company, and (ii) providing participants with the opportunity to earn cash incentive awards based upon the extent to which specified performance goals have been achieved or exceeded during a performance period. The Annual Incentive Plan will be administered by the Compensation Committee of the Board.

All officers and other employees of the Company and its affiliates may be designated by the Compensation Committee for participation in the Annual Incentive Plan. Under the Annual Incentive Plan, payment of awards to participating officers and other employees are subject to the attainment of specific performance goals and other terms and conditions established by the Compensation Committee with respect to the applicable performance period. A participant may receive an award under the Annual Incentive Plan based upon achievement of a performance goal or goals using one or more corporate-wide or subsidiary, division, business operating unit, geographic or individual measures.

The foregoing summary is qualified in its entirety by reference to the Annual Incentive Plan, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year

On February 21, 2019, the Board approved and adopted an amendment and restatement of the Company’s Amended and Restated Bylaws (as so amended and restated, the “Amended Bylaws”). The Amended Bylaws amended the director age limit provisions in Bylaw 17 to conform to the director age limit provisions set forth in Section 8 of the Company’s Corporate Governance Guidelines. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Bylaws, a copy of which is attached as Exhibit 3.1 hereto and incorporated herein by reference.

Item 9.01.Financial Statements and Exhibits.

(a)Exhibits.

Exhibit

Description

3.1

Amended and Restated Bylaws (as amended and restated on and through February 21, 2019.

10.1

Schweitzer-Mauduit International, Inc. Annual Incentive Plan

SCHWEITZER MAUDUIT INTERNATIONAL INC Exhibit
EX-3.1 2 ex31bylawsfeb2019.htm EXHIBIT 3.1 – AMENDED AND RESTATED BYLAWS ex31bylawsfeb2019 BY-LAWS OF SCHWEITZER-MAUDUIT INTERNATIONAL,…
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About SCHWEITZER-MAUDUIT INTERNATIONAL, INC. (NYSE:SWM)

Schweitzer-Mauduit International, Inc. is a producer of specialty papers and resin-based products. The Company manufactures and sells lightweight specialty papers, which are used in manufacturing ventilated cigarettes, reconstituted tobacco used in producing blended cigarettes and banded papers used in the production of lower ignition propensity (LIP) cigarettes. The Company operates through two segments: Engineered Papers, and Advanced Materials and Structures. Its Engineered Papers segment produces both tobacco-related papers and non-tobacco-related papers. The Company’s tobacco-related papers include various porous papers used to wrap parts of a cigarette, such as tobacco column and filter, and reconstituted tobacco leaf (RTL), which is blended with virgin tobacco in a cigarette. It manufactures and sells a range of engineered resin-based, rolled goods, such as films, nets, foams and other non-wovens. The Company operates approximately 20 production locations.

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