Independent
Tenure on this board
4.0 yrs
Also a director at
Axalta Coating Systems Ltd (AXTA)
Meeting calendar
MATV · Annual meeting · Thursday, April 30, 2026
Mativ Holdings Inc
2 nominees · 4 ballot items.
Election of two directors; ratification of Deloitte & Touche LLP as independent auditor for 2026; non-binding advisory vote to approve executive compensation; and approval of amendment to the 2024 Equity and Incentive Plan increasing share reserve by 1,600,000 shares.
Market cap
$453M
1Y TSR
+10.0%
Board grade
C-
Record date
Mar 10, 2026
Filing
DEF 14A
Meeting concluded · Apr 30, 2026
Follow how the vote landed and what changed on Mativ Holdings Inc’s board — director track records, governance grades, and ongoing monitoring — on the Boardroom Alpha platform.
Proposals
On the ballot4
- 1
Election of Directors
ManagementBoard: FORElect two nominees (William M. Cook and Marco Levi) as Class I directors for three-year terms ending at the 2029 Annual Meeting.
- 2
Ratification of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for 2026
ManagementBoard: FORRatify the appointment of Deloitte & Touche LLP as the company’s independent registered public accounting firm for fiscal year 2026.
- 3
Non-Binding Advisory Vote to Approve Executive Compensation
ManagementBoard: FORAdvisory 'say-on-pay' vote to approve the compensation of the Named Executive Officers as disclosed in the proxy statement.
More detail
This is a non-binding advisory vote on the Company’s executive compensation (say-on-pay). The Board and the Compensation Committee recommend shareholders vote FOR approval, asserting the program’s pay-for-performance design, linkage of quantitative metrics to incentive compensation, use of independent consultant, stock ownership guidelines, clawback policies, and other governance practices. The vote is advisory and not binding, but the Board and Committee state they will consider the outcome when making future compensation decisions. The proposal asks shareholders to approve the disclosed compensation for Named Executive Officers, and context includes recent management transitions and detailed compensation practices and metrics (STIP and LTIP tied to EBITDA, revenue, free cash flow, ROIC, and relative TSR). A vote FOR supports management’s framework; a vote AGAINST would signal shareholder dissatisfaction but would not directly change compensation without Board action. The Board supports the program pointing to rigorous target setting, annual peer reviews, and anti-typical practices (no repricing, no single-trigger CIC payouts, clawbacks).
- 4
Approval of the Second Amendment to the Mativ Holdings, Inc. 2024 Equity and Incentive Plan
ManagementBoard: FORApprove an amendment to increase the 2024 Plan share reserve by 1,600,000 shares (increasing total available to 6,700,000 shares) to support future equity grants.
More detail
The proposal seeks shareholder approval to increase the share reserve under the 2024 Equity and Incentive Plan by 1,600,000 shares to replenish the plan's share pool. Management argues that the increase is necessary to maintain the Company's ability to attract, retain, and motivate employees, noting a three-year average burn rate of approximately 0.99% and current overhang of 8.44% that would rise to approximately 11.36% if the increase is approved. The amendment would raise the total authorized shares for awards under the plan to 6,700,000, with customary anti-dilution and anti-repricing protections, minimum vesting provisions, and a non-employee director compensation limit. The Board recommends FOR, citing historical grant practices, inclusion of standard plan governance features (clawbacks, no repricing without shareholder approval), and anticipated runway for future grants, while acknowledging that actual usage depends on hiring, grants, stock price, and other factors.
Director elections
Nominees on the ballot2
Independent
Tenure on this board
9.2 yrs
Also a director at
Ferroglobe PLC (GSM)
Ownership
Latest 13F quarterTop institutional holders10
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Allspring Global Investments Holdings, LLC | 7.4% | 4,087,449 | $36M |
| 2 | Rubric Capital Management LP | 7.2% | 3,982,442 | $35M |
| 3 | AMERICAN CENTURY COMPANIES INC | 4.9% | 2,700,847 | $23M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.3% | 2,393,983 | $21M |
| 5 | BlackRock, Inc. | 4.3% | 2,342,725 | $20M |
| 6 | DIMENSIONAL FUND ADVISORS LP | 3.9% | 2,173,929 | $19M |
| 7 | BlackRock, Inc. | 3.8% | 2,070,895 | $18M |
| 8 | Invenomic Capital Management LP | 3.5% | 1,933,429 | $17M |
| 9 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 2.8% | 1,563,000 | $14M |
| 10 | STATE STREET CORP | 2.1% | 1,176,569 | $10M |
Peers
Nearest market capOther Basic Materials sector meetings6
Upcoming shareholder meetings at Mativ Holdings Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.
Huntsman CorpHUN
Special meeting·Aug 25, 2026·$2.1B
Hawkins IncHWKN
Annual meeting·Jul 29, 2026·$3.0B
Uranium Energy CorpUEC
Annual meeting·Jul 23, 2026·$4.6B
Eagle Materials IncEXP
Annual meeting·Jul 30, 2026·$6.6B
Axalta Coating Systems LtdAXTA
Special meeting·Aug 5, 2026·$7.0B
James Hardie Industries PLCJHX
Annual meeting·Aug 20, 2026·$15.6B
Reference
Frequently asked questions
- When is the Mativ Holdings Inc 2026 annual meeting?
- Mativ Holdings Inc (MATV) holds its 2026 annual shareholder meeting on Thursday, April 30, 2026.
- What is the record date for the Mativ Holdings Inc 2026 meeting?
- The record date for the Mativ Holdings Inc 2026 meeting is Tuesday, March 10, 2026. Shareholders of record on or before that date are eligible to vote.
- Who are the director nominees for Mativ Holdings Inc's 2026 meeting?
- The board is presenting 2 director nominees at the Mativ Holdings Inc 2026 meeting, listed with their independence status and background.
- What proposals will shareholders vote on at the Mativ Holdings Inc 2026 meeting?
- Shareholders will vote on 4 proposals at the Mativ Holdings Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.
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