UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.   )

Filed by the Registrant  þ

Filed by a Party other than the Registrant  ¨

Check the appropriate box:

The 20152016 Annual Meeting of the Shareholders (“Annual Meeting”) of P. H. Glatfelter Company (the “Company”), a Pennsylvania corporation, will be held on Thursday, May 7, 20155, 2016 at 9:00 a.m., to consider and act upon the following items:

Only holders of record of the Company’s common stock at the close of business on March 13, 201511, 2016 (the “Record Date”), will be entitled to notice of, and to vote at, the Annual Meeting.

It is important that your shares be represented and voted at the Annual Meeting. Whether you plan to attend the Annual Meeting or not, please vote your proxy by telephone at 1-800-652-VOTE (8683), online athttp://www.investorvote.com/GLT or by completing and signing the enclosed proxy card and returning it promptly in the enclosed envelope (requiring no postage if mailed in the United States). If you choose, you may still vote in person at the Annual Meeting, even if you previously voted by telephone, internet or mail.

Kent K. Matsumoto

Secretary

April 2, 2015March 31, 2016

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 20152016 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MAY 7, 2015.5, 2016.

P. H. Glatfelter Company’s proxy statement for the 20152016 Annual Meeting of Shareholders and 20142015 Annual Report are available via the Internet at

www.glatfelter.com/about_us/investor_relations/sec_filings.aspx

FREQUENTLY ASKED QUESTIONS

When and where is the Annual Meeting?

The 20152016 Annual Meeting of Shareholders will be held on Thursday, May 7, 2015,5, 2016, at 9:00 a.m., at the York County Heritage Trust, Historical Society Museum, 250 East Market Street, York, PA 17403.

Who may attend the meeting and what else is required for admittance?

Only shareholders of the Company’s common stock on the Record Date may attend the Annual Meeting, and those shareholders attending in person must present an admission ticket or other proof of stock ownership to be admitted to the Annual Meeting. For example, a shareholder may present an account statement or a letter from his/her bank or broker confirming that the shareholder owned Company common stock on the Record Date.

What is the difference between a registered shareholder and a beneficial owner?

If your shares are registered in your name in the records of our transfer agent, Computershare, you are a “registered shareholder,” also sometimes called a shareholder (or stockholder) of record. If you are a registered shareholder, we sent this Notice directly to you.

If your shares are held in the name of your broker or bank, your shares are held in “street name” and you are considered the “beneficial owner.” This Notice has been forwarded to you by your broker, bank or other holder of record, who is considered the shareholder of record for those shares. As the beneficial owner, you have the right to direct your broker, bank or other holder of record how to vote your shares by following the voting instructions included in the mailing.

Why did I receive these materials?

You are receiving these materials because, as a shareholder, the Board of Directors is soliciting your vote on matters to be considered at the 20152016 Annual Meeting. Please read this proxy statement and vote your shares by mailing the attached proxy card, voting online, by telephone or in person at the Annual Meeting. The Board has appointed directors J. Robert HallBruce Brown and Lee C. Stewart,Kathleen A. Dahlberg, or either of them (the “Proxy Holders”) with power of substitution, to vote all properly executed proxies received from shareholders entitled to vote at the Annual Meeting or at any adjournment of the Annual Meeting.

Who is entitled to vote?

Shareholders of record as of the close of business on March 13, 2015,11, 2016, the record date, may vote at the Annual Meeting. At the close of business on March 13, 2015,11, 2016, there were 43,187,29743,495,857 shares of the Company’s common stock issued and outstanding and eligible to vote at the Annual Meeting.

How do I vote?

If you are a registered shareholder. If you hold your shares in your own name as a holder of record, you may vote in person at the Annual Meeting or instruct the proxy holders named in the enclosed proxy card how to vote your shares. You may vote your proxy by telephone at 1-800-652-VOTE (8683), online at http://www.investorvote.com/GLT or by completing and signing the enclosed proxy card and returning it promptly in the enclosed envelope (requiring no postage if mailed in the United States). Please make certain you mark, sign and date your proxy card prior to mailing. All valid proxies received and not revoked prior to the Annual Meeting will be voted in accordance with your instructions.

If you are a beneficial owner. If your shares are held by a brokerage firm, bank or other nominee (i.e., in “street name”), you should receive directions from your bank or broker that you must follow in order to have your shares voted.

Will my shares be voted if I do not sign and return my proxy card?

If a shareholder of record signs and returns the accompanying proxy card, but does not make any selections, the Board’s appointed Proxy Holders will have discretion to vote the shareholder’s shares on behalf of the shareholder at the Annual Meeting as recommended by the Board.

If a beneficial owner of shares does not provide the bank or broker holding such shares with specific voting instructions, under the rules of various national and regional securities exchanges, the shareholder’s bank or broker may generally vote on routine matters but cannot vote on non-routine matters. Proposal 1 (election of directors), and Proposal 3 (adoption of amendments to Management Incentive Plan) and Proposal 4 (advisory vote on executive compensation) are non-routine matters. The Company believes Proposal 2 (ratification of auditors) is routine.

If a shareholder’s bank or broker does not receive the shareholder’s instructions how to vote the shareholder’s shares on a non-routine matter, the shareholder’s bank or broker will inform the Company it does not have the beneficial owner’s authority to vote on the non-routine matter.We encourage beneficial shareholders to provide voting instructions to the bank, broker or agent holding their shares by carefully following the instructions in the notice provided by the shareholder’s bank, broker or agent.

How do I change my vote or revoke my proxy, if I wish to do so?

Shareholders of record can revoke their proxy at any time before their shares are voted if they (1) deliver a written revocation of their proxy to the Company’s Secretary; (2) submit a later-dated proxy (or voting instruction form if they hold their shares in street name); or (3) vote in person at the Annual Meeting. Shareholders who are beneficial owners should follow the instructions provided by their respective broker or bank to change their vote.

What is the required quorum to hold this Annual Meeting?

As of March 13, 2015, 43,187,29711, 2016, 43,495,857 shares of the Company’s common stock were outstanding and entitled to vote. The presence of shareholders entitled to cast at least a majority of the votes that all shareholders are entitled to cast on a particular matter will constitute a quorum for the purposes of such matter. Abstentions or broker “non-votes” are counted as present and entitled to vote for purposes of determining a quorum. A broker “non-vote” occurs when a broker or bank holding shares for a beneficial owner does not vote on a particular matter because the broker or bank does not have discretionary voting authority to vote on the proposal, and the beneficial owner has not provided voting instructions.

May shareholders ask questions at the Annual Meeting?

Yes. After the formal business of the meeting has concluded and adjourned, the chairman of the meeting will answer questions from shareholders during the designated question and answer period of the meeting. To provide an opportunity for everyone wishing to ask a question, shareholders will be limited to three (3) minutes each to present their question. When speaking, shareholders must direct questions to the chairman and confine their questions to matters relating directly to the business of the meeting. Shareholders will not be permitted to make statements.

Who pays for the proxy solicitation related to the Annual Meeting?

The Company pays the cost of preparing, printing, assembling and mailing this proxy statement and other proxy solicitation materials. The Company will also reimburse brokers and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding the proxy statement and other proxy soliciting materials to beneficial owners. In addition to the solicitation of proxies by mail, some of our directors, officers, other employees and agents may solicit proxies personally, by telephone and by other means. The officers and directors who may solicit proxies personally receive no special compensation for any solicitation activities.

What proposals will be acted upon at the meeting, and what number of votes is needed for the proposals to be adopted?

Election of Directors. The nine nominees for election as directors must be elected by a majority of votes cast, as this is an uncontested election. Thus, the number of votes cast “For” a director nominee must exceed the number of votes cast “Against” the nominee. In contested elections, directors would be elected by a plurality of votes cast. Our by-laws provide that eachEach person nominated for election must submithas submitted an irrevocable resignation in advance.advance, as required by our by-laws. The resignation will be effective if the nominee does not receive a majority of votes cast and, if the nominee is an incumbent director, the Board of Directors will acceptaccepts the resignation.

Ratification of Independent Registered Public Accounting Firm. A majority of the votes entitled to be cast at the meeting, in person or by proxy, must vote “For” the ratification of Deloitte & Touche LLP as the Company’s independent public accounting firm for the proposal to be adopted.

Advisory Vote on Executive Compensation. This proposal gives you, as a shareholder, the opportunity to endorse, not endorse or take no position on our compensation program for the Named Executive Officers (“NEOs”). A majority of the votes entitled to be cast at the meeting, in person or by proxy, must vote “For” the proposal to approve the executive compensation for the proposal to be adopted. While the Board of Directors intends to carefully consider the shareholder vote on this proposal, this vote is not binding on the Company and is advisory in nature.

What are the Board of Director’s recommendations for voting on these proposals?

The Board recommends a vote:

What are my options for voting on these proposals?

A shareholder is entitled to one vote per share of stock owned on the record date, on each item of business presented at the Annual Meeting, except each shareholder has cumulative voting rights for electing Directors.directors. Cumulative voting means a shareholder is entitled to as many votes in electing Directorsdirectors as is equal to the number of shares of common stock owned by the shareholder on the record date, multiplied by the number of Directorsdirectors to be elected. Accordingly, for the election of nine Directors,directors, a shareholder may either cast that total number of votes “For” or “Withhold” all of those votes from a single nominee. The shareholder may also distribute or withhold the total number of votes among the nine nominees as the shareholder determines, up to the number of shares of common stock owned by the shareholder on the record date, multiplied by nine.

For the proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015,2016, a shareholder may either vote “For” or “Against” the proposal or “Abstain” from voting.

For the proposal to approve the Amended and Restated Management Incentive Plan, a shareholder may vote “For” or “Against” the proposal or “Abstain” from voting.

For the advisory vote on executive compensation, commonly known as a “say-on-pay” vote, a shareholder may either vote “For” or “Against” the proposal or “Abstain” from voting.

Aside from these proposals, will any other business be acted upon at the meeting?

No. The Company’s by-laws required shareholders to submit to the Company, by November 28, 2014,December 7, 2015, notice of all Directordirector nominations and shareholder proposals to be considered at the 20152016 Annual Meeting, regardless of whether shareholders sought inclusion of their nomination or proposal in this

proxy statement or intended to solicit proxies on their own. Because the Company did not receive any such notice of nominations or proposals, no other Directordirector nominations, shareholder proposals or other matters will be considered at the 20152016 Annual Meeting.

How may a shareholder present a proposal for next year’s Annual Meeting?

A shareholder wishing to present a proposal at the 20162017 Annual Meeting must submit it to the Company’s Secretary prior to the preparation of the 20162017 proxy statement, and the Company’s by-laws prescribe the procedures a shareholder must follow. To present a proposal for consideration at the 20162017 Annual Meeting, and to include a matter in the proxy statement for that meeting, a notice including all of the information required by the Company’s by-laws must be submitted in writing to the Company’s Secretary and delivered to, or mailed and received by, the Company no later than the close of business on December 7, 2015,1, 2016, regardless of delivery method.

How may a shareholder nominate a candidate to sit on the Board of Directors?

A shareholder may recommend nominees for consideration by the Board’s Nominating and Corporate Governance Committee for nomination for election to the Board. Shareholder recommendations for Directordirector nominees will receive the same consideration by the Committee that all other Directordirector nominee recommendations receive. If a shareholder wishes to recommend a nominee for Director,director, the shareholder must submit such recommendation in writing, together with any supporting materials deemed appropriate, to the Company’s Secretary. Such recommendation must be made in accordance with the procedures described herein and in the Company’s by-laws. To nominate a candidate for Directordirector at the 20162017 Annual Meeting, notice of the nomination must be in writing and delivered to, or mailed and received by, the Company no later than the close of business on December 7, 2015.1, 2016.

What must be included in the notice to submit a shareholder proposal or to nominate a Directordirector candidate?

Requirements for the notice are as follows:

This is a general description of the notice required to submit a proposal or nomination for consideration at the 20162017 Annual Meeting. The Company’s by-laws contain a complete description of the notice requirements for shareholder proposals. Copies of the Company’s by-laws may be obtained from the Company’s website atwww.glatfelter.com/about_us/corporate_governance/bylaws.aspx or at no

charge from the Secretary. The proposal and notice must otherwise comply with the requirements of Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

How may a shareholder communicate with the Company’s Board or the non-management Directorsdirectors of the Company?

A shareholder may address written correspondence to the Board or any individual Directordirector (whether management or non-management), c/o Company Secretary, P. H. Glatfelter Company, 96 South George Street, Suite 520, York, PA 17401-1434. The Company’s Board has approved a process whereby the Secretary of the Company will receive, review and, as appropriate, forward any communications addressed to the Board or a Directordirector to the Chair of the committee responsible for the matter addressed in the communication. All communications regarding accounting, internal controls or auditing matters will be forwarded to the Chair of the Audit Committee. Alternatively, the Board has established a method for interested parties to communicate directly with the entire Board or any non-management Directordirector by calling the Company’s toll-free Helpline at 800-346-1676.

PROPOSAL 1: ELECTION OF DIRECTORS

At the Annual Meeting, the Company’s shareholders will vote to fill nine Directordirector positions, each for one-year terms expiring on the date of the Company’s 20162017 Annual Meeting of Shareholders and until their respective successors are elected and qualified. The Board recommends that shareholders vote “For” each of the following Directordirector nominees: Bruce Brown, Kathleen A. Dahlberg, Nicholas DeBenedictis, Kevin M. Fogarty, J. Robert Hall, Richard C. Ill, Ronald J. Naples, Dante C. Parrini and Lee C. Stewart, each of whom is currently serving as a Directordirector of the Company, for a one-year term expiring at the 2016 Annual Meeting of Shareholders and until their respective successors are duly elected and qualified. Mr. Richard L. Smoot, having reached the mandatory retirement age set forth in the Company’s by-laws, will not be standing for re-election. All nominees have consented to serve if elected to the Board.

If at the time of the Annual Meeting a Directordirector nominee is unable to serve, an event the Board does not anticipate, the Proxy Holders will vote for a substitute nominee as may be designated by the Board unless the Board reduces the number of Directorsdirectors accordingly.

The following table highlights Directordirector nominee information obtained in part from the respective nominees and in part from Company records.

Additional Information about Director Nominees

Bruce Brown

Mr. Brown retired in 2014 from his position as the Chief Technology Officer of Procter & Gamble, Inc. (“P&G”). With 34 years of experience at P&G, Mr. Brown’s responsibilities included leadership for P&G’s Innovation and Technology Program and Global Research & Development. Globally recognized as an innovation thought leader, Mr. Brown also serves on the Board of Directors for Nokia in Finland; the Government of Singapore’s Agency for Science, Technology and Research; and the Board of Trustees at Xavier University.

Specific qualifications and experience of particular relevance to the Company:

Mr. Brown is a proven leader in innovation, global expansion and organizational leadership development; and has familiarity with a number of the Company’s specific products and materials. He brings over three decades of business-building experience to our Board and has three years of experience as a Directordirector of a public company.

Kathleen A. Dahlberg

Ms. Dahlberg has since 2006 been the Chief Executive Officer of G.G.I., Inc. (formerly known as 2Unify LLC), a private company specializing in strategic consulting for companies in various industries and sectors. She served as a Directordirector of Theragenics Corporation from May 2008 to November 2013. Ms. Dahlberg has held Vice President positions with BP Amoco, Viacom International, McDonald’sMcDonalds Corporation, Grand Metropolitan PLC and American Broadcasting.

Specific qualifications and experience of particular relevance to the Company:

Ms. Dahlberg has significant experience in emerging technologies, acquisitions and divestitures, manufacturing, consumer goods, professional services, international operations, strategic planning, operations and risk management and corporate governance. She has more than 14 years of experience as a Directordirector of public companies.

Nicholas DeBenedictis

Mr. DeBenedictis has beenserved as the Chairman, Chief Executive Officer and President of Aqua America, Inc., a publicly traded water company, sincefrom May 1992.1992 until July 2015, when he retired as CEO and remained as Chairman of the Board He has also served as a Directordirector of Exelon Corporation since 2003.2003 and joined the Board of Mistras Group in October 2015. Prior to joining Aqua America, Mr. DeBenedictis was Senior Vice President of Corporate and Public Affairs for PECO Energy, a $4 billion nuclear utility, responsible for government relations, overseeing development of economic and environmental policies and implementation of the utility’s public policy positions. Mr. DeBenedictis was President of the Greater Philadelphia Chamber of Commerce from 1986 to 1989. He also served in two Pennsylvania government cabinet positions: Secretary of the Department of Environmental Resources and Director of the Office of Economic Development, and has held senior-level positions with the U.S. Environmental Protection Agency.

Specific qualifications and experience of particular relevance to the Company:

Mr. DeBenedictis has significant experience with government and public policy, regulated industries, public-company finance and financial reporting, as well as strategic planning, operations and risk management and corporate governance. He has more than 20 of years experience as a Directordirector of public companies.

Kevin M. Fogarty

Mr. Fogarty has been the President and Chief Executive Officer of Kraton Performance Polymers, Inc., since 2008. Prior to being appointed President and Chief Executive Officer, Mr. Fogarty served as its Executive Vice President of Global Sales and Marketing from June 2005. He is alsowas named a Directordirector of both the companyKraton in 2009, and a director of its principal operating subsidiary, Kraton Polymers LLC, a leading global producer of engineeredstyrenic block copolymers, specialty polymers and styrenic block copolymers. Mr. Fogarty served as Executive Vice President of Global Sales and Marketing at Kratonhigh-value performance products derived from 2005 topine wood pulping co-products, in 2008. Prior to joining Kraton, Mr. Fogarty spent 14 years with the Koch Industries, Inc., family of companies, where he held a variety of roles, including President for Polymer and Resins at Invista and President of KoSa’s Polymer and Intermediaries business.

Specific qualifications and experience of particular relevance to the Company:

Mr. Fogarty has significant experience with manufacturing, international operations, strategic partnerships, public-company accounting and financial reporting and new product development, as well as strategic planning, operations and risk management and corporate governance. He has more than foursix years of experience as a Directordirector of public companies.

J. Robert Hall

Mr. Hall has been a Managing Director of Centerview Capital, an operationally oriented private equity firm focused on the U.S. consumer middle market, since January 2014. Previously he was the Chief Executive Officer of Ardale Enterprises LLC, a private company specializing in acquisition-related activities in the food, beverage and consumer products industry, and in this role was a Senior Advisor to Centerview Capital since 2009. Prior to forming Ardale, Mr. Hall spent over 20 years in the food and consumer goods industry, holding various positions with Nabisco, Kraft and Nestle. While at Nabisco, he was President of Nabisco’s Specialty Products Company in the United States and President of Christie Brown & Company, Ltd., the maker of Nabisco cookies and crackers in Canada. Mr. Hall has also been President of Lenox Brands, Chairman of Wise Foods and has served on the board of Ault Foods Ltd., a $1.3 billion dairy products company in Canada.

Specific qualifications and experience of particular relevance to the Company:

Mr. Hall has significant experience in general management, financial services, consumer goods, manufacturing, marketing, sales, new product development, strategic planning, M&A and corporate governance. Mr. Hall has more than 1516 years of experience as a Directordirector of public companies.

Richard C. Ill

Mr. Ill has been the Chairman of the Board of Triumph Group, Inc., a publicly held, international aviation services company, since 2012. Mr. Ill served as the Chairman and Chief Executive Officer of Triumph Group, a publicly held, international aviation services company, from 2009 to 2012 and as its President and Chief Executive Officer from 1993 to 2009.2009 and 2014 to 2016. Mr. Ill previously held a variety of senior executive positions with Alco Standard Corporation before he founded what is now Triumph Group. He has over 45 years of public company experience in management, manufacturing and operations. In addition to his continued service on the Triumph board, Mr. Ill was appointedhas served as a Directordirector of Mohawk Industries, Inc., in since May 2011 and was re-elected to the board of Airgas, Inc., in November 2013. He previously served as a Directordirector of Airgas from July 2004 through September 2010.

Specific qualifications and experience of particular relevance to the Company:

Mr. Ill has significant experience with general management, acquisitions and strategic partnerships, manufacturing, professional services, international operations, research and

development and regulated industries, strategic planning, operations and risk management and corporate governance. He has 20 years of experience as a Directordirector of public companies.

Ronald J. Naples

Mr. Naples served as Chairman of the Pennsylvania Stimulus Oversight Commission and Chief Accountability Officer for the Commonwealth of Pennsylvania, having been appointed to that position by the Governor of Pennsylvania, from April 2009 until February 2011. From 1997 until May 2009, Mr. Naples was the Chairman of Quaker Chemical Corporation, a publicly held, specialty chemical company serving the metalworking and manufacturing industries worldwide, and he served as Quaker’s Chief Executive Officer from 1995 to 2008. Mr. Naples previously was Chairman and Chief Executive of Hunt Manufacturing Company, a publicly held company, from 1981 to 1995. He is a former White House Fellow and served in the Ford Administration as Assistant to the Counselor to the President for Economic Affairs and as a Special Assistant to the head of the Federal Energy Administration. Mr. Naples currently serves as a Directordirector of Glenmede Trust Company, the Philadelphia Contributionship and Penn National Gaming, and is a former Chairman of the Federal Reserve Bank of Philadelphia.

Specific qualifications and experience of particular relevance to the Company:

Mr. Naples has significant experience with government and public policy, professional services, manufacturing, international operations, public-company finance and financial reporting, strategic planning, operations and risk management and corporate governance. Mr. Naples has over 30 years of experience as a Directordirector of public companies.

Dante C. Parrini

Mr. Parrini is currently the Chairman, President and Chief Executive Officer of P. H. Glatfelter Company. He has been President and Chief Executive since January 2011 and Chairman of the Board since May 2011. Mr. Parrini previously served as Glatfelter’s Executive Vice President and Chief Operating Officer from 2005 until 2010. From 2003 to 2005, he was Senior Vice President and General Manager of the Company. Mr. Parrini joined Glatfelter in 1997 and, prior to 2003, held various executive positions responsible for the Company’s operations, sales and marketing. He has served on the board of H. B. Fuller Company since 2012.

Specific qualifications and experience of particular relevance to the Company:

Mr. Parrini has significant experience leading worldwide operations, including international and domestic sales, marketing, research and development, global supply chain, information technology and corporate program management, overseeing legal and human resource functions and leading strategy development. His more than 21 years of executive experience include five years as a public company Director.director.

Lee C. Stewart

Mr. Stewart is a private financial consultant with over 25 years experience as an investment banker. He was a Vice President at Union Carbide Corporation from 1996 to 2001, responsible for various treasury and finance functions, and from 2001 to 2002 was CFO of Foamex International, Inc. Mr. Stewart is a director of AEP Industries, Inc., a NASDAQ-listed chemical company, and a director of ITC Holdings Corp. a NYSE-listed electricity transmission company. Mr. Stewart served as a director of Marsulex, Inc., a chemical company listed on the Toronto Stock Exchange, from 2000 until its sale in 2011. In May of 2013, Mr. Stewart was appointed to the Board of Momentive Performance Materials Inc., a specialty chemical company in silicone and advanced materials. In April of 2014, Momentive Performance Materials filed a voluntary bankruptcy petition from which it successfully emerged in October of 2014, at which time Mr. Stewart stepped down from the board.

Specific qualifications and experience of particular relevance to the Company:

Mr. Stewart has significant experience with professional services, financial services, finance and banking, public-company accounting and financial reporting, strategic planning, operations and risk management and corporate governance. He has over 19 years of experience as a Director,director, having first served on the board of a public company in 1996.

PROPOSAL 2: RATIFICATION OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board of Directors has appointed Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm for the fiscal year 2015,2016, subject to ratification by the Company’s shareholders. Deloitte audited the Company’s consolidated financial statements for the fiscal year ended December 31, 2014.2015.

A Deloitte representative is expected to attend the Annual Meeting and will be available to respond to appropriate shareholder questions.

What did the Company pay its independent registered public accounting firm in 2014 and 2013?2015?

For the years ended December 31, 2014, and December 31, 2013,2015, the aggregate fees billed by Deloitte and paid by the Company to Deloitte were as follows:

All of Deloitte’s 20142015 services for the Company were permissible under applicable laws and regulations and were pre-approved by the Audit Committee. The Audit Committee’s Audit and Non-Audit Services Pre-Approval Policy (“Pre-Approval Policy”) provides for thepre-approval of audit and non-audit services performed by the Company’s independent registered public accounting firm. Under the Pre-Approval Policy, the Audit Committee may pre-approve specific services, including fee levels, by the independent registered public accounting firm in a designated category (audit, audit-related, tax services and all other services). The Audit Committee may delegate this authority in writing to one or more of its members, and in such case the member or members to whom such authority is delegated must report their decisions to the Audit Committee at its next scheduled meeting.

PROPOSAL 3: APPROVAL OF THE AMENDED AND RESTATED MANAGEMENT INCENTIVE PLAN FOR PURPOSES OF COMPLYING WITH SECTION 162(m) OF THE INTERNAL REVENUE CODE

The Board has adopted, and recommends the shareholders approve, the P. H. Glatfelter Company Amended and Restated Management Incentive Plan (referred to as the “Plan”). We are seeking shareholder approval of the Plan to comply with Section 162(m) of the Internal Revenue Code (referred to as “Section 162(m)”). Generally, Section 162(m) does not allow a publicly held company to take a tax deduction for compensation paid to the Chief Executive Officer and the three most highly compensated executive officers, other than the Chief Executive Officer and Chief Financial Officer (each a “covered employee”), to the extent compensation paid to any of these covered employees exceeds $1 million in any year. However, awards made pursuant to a performance-based compensation plan approved by a company’s shareholders at least every five years will not be subject to the deduction limit. To allow the Compensation Committee to make performance-based compensation grants under Section 162(m), we are submitting the Plan for shareholder approval at this Annual Meeting. Prior versions of the Plan have been approved by the shareholders, most recently at the 2010 annual meeting. The amendment and restatement of the Plan includes changes summarized below. The effective date of the amended and restated Plan will be January 1, 2015, subject to approval of the amended and restated Plan by the shareholders (referred to as the “effective date”).

If the shareholders do not approve the amendment and restatement of the Plan, the prior version of the Plan will continue in effect, but the Compensation Committee will no longer be able to grant awards that qualify for the performance-based compensation exemption under Section 162(m). Additionally, any awards granted to Company officers and other key employees that were conditioned on shareholder approval of the amended and restated Plan will not be payable.

The Board has adopted the Plan to provide incentives to key employees with significant responsibility for our success and growth. The Plan is designed to (1) promote the attainment of our significant business objectives, (2) encourage and reward management teamwork across the Company, and (3) assist in the attraction and retention of employees vital to long-term success. Please see page 40 of this proxy statement for a description of the awards made under the Plan to the Named Executive Officers for 2014.

The entire Plan is attached as Appendix A; a summary is set forth below.

What changes have been made to the existing Plan?

The amended and restated Plan:

How is the Plan administered?

The Plan is administered by the Compensation Committee, and all acts and authority of the Compensation Committee under the Plan are subject to the provisions of its charter and such other authority as may be delegated to the Compensation Committee by the Board. The Compensation Committee has full authority and discretion to determine eligibility for participation in the Plan, make awards under the Plan, establish the terms and conditions of such awards (including the performance goals and performance measures) and determine if the performance goals applicable to performance measures for awards have been achieved. The Compensation Committee is authorized to interpret the Plan, correct any defect and supply any omission or reconcile any inconsistency or conflict in the Plan, or in any award under it. For awards not intended to be performance-based compensation under Section 162(m), the Compensation Committee may delegate such power and authority under the Plan to Company officers, as it deems necessary or appropriate.

The Compensation Committee has the authority and discretion to determine the extent to which awards under the Plan will be structured to conform to the requirements applicable to performance-based compensation under Section 162(m).

Who is eligible to participate in the Plan?

Participation in the Plan is limited to officers and key employees who have significant responsibility for corporate, business segment or facility-based operations. Individual plan participants must be nominated by management and approved by the Compensation Committee. Approximately 12 eligible employees are currently in the plan.

What types of awards are made under the Plan?

The Compensation Committee may, in its discretion, make cash awards to eligible participants under the Plan. The amount of a participant’s award may be based on a percentage of the participant’s salary or such other methods as may be established by the Compensation Committee. The terms of awards need not be uniform among all participants, or classes or categories of participants. No award may exceed $3.5 million for a calendar year within a performance period. A performance period generally is a calendar year, but a performance period can be another period, not exceeding three years, as selected by the Compensation Committee, for which performance is being measured. If a performance period consists of more than one calendar year, the individual $3.5 million limit above shall be multiplied by the number of years in the performance period to determine the aggregate limit for the performance period.

What performance measures are used?

For awards intended to be performance-based compensation under Section 162(m), each award will be conditioned upon achievement of one or more pre-established performance goals with respect to one or

more performance measures established by the Compensation Committee. The Compensation Committee may use any of the following performance measures as the basis for performance goals: cash flow; cash flow from operations; earnings (including earnings before interest, taxes, depreciation, and amortization [“EBITDA”], or some variation thereof, or earnings reflecting the elimination of the impact of certain specified non-core sources, such as pension income or expense and gains or losses from asset dispositions, acquisition and integration related costs); earnings per share, diluted or basic; earnings per share from continuing operations; net asset turnover; inventory turnover; capital expenditures; debt, net debt, debt reduction; working capital; return on investment; return on sales; net or gross sales; market share; economic value added; cost of capital; change in assets; expense reduction levels; productivity; delivery performance; safety record; stock price; return on equity; total shareholder return; return on capital; return on assets or net assets; revenue; income or net income; operating income or net operating income; operating profit or net operating profit; gross margin, operating margin or profit margin; completion of acquisitions, business expansion, product diversification; and, for awards that are not intended to be performance-based compensation under Section 162(m), other non-financial operating and management performance objectives.

To the extent consistent with Section 162(m), the Compensation Committee may determine that adjustments shall apply, in whole or in part, in such manner as specified by the Compensation Committee, to exclude the effect of any of the following events that occur during a performance period: the impairment of tangible or intangible assets; litigation or claim judgments or settlements; the effect of changes in tax law, accounting standards or principles or other such laws or provisions affecting reported results; accruals for reorganization and restructuring programs, including but not limited to reductions in force and early retirement incentives; currency fluctuations; and any extraordinary, unusual, infrequent or non-recurring items, including, but not limited to, such items described in management’s discussion and analysis of financial condition and results of operations or the financial statements and notes thereto appearing in our annual report to shareholders for the applicable year.

Performance measures may be determined either individually, alternatively or in any combination; applied to either the Company as a whole or to a business unit or subsidiary entity, either individually, alternatively or in any combination; and may be measured over a period of time, including any portion of a year, annually or cumulatively over a period of years in the performance period, on an absolute basis or relative to a pre-established target, to previous years’ results or to a designated comparison group, in each case as specified by the Compensation Committee.

For awards intended to be performance-based compensation under Section 162(m), no later than 90 days after the beginning of an applicable performance period, the Compensation Committee will establish in writing the performance goals, performance measures and the methods for computing the amount of compensation that will be payable under the Plan to each participant if the performance goals established by the Compensation Committee are attained, and for a performance period of less than one year, the Compensation Committee will take any action prior to the lapse of 25% of the performance period. In addition to establishing minimum performance goals below which no compensation will be paid with respect to an award, the Compensation Committee may create a performance schedule under which an amount less than or more than the target award may be paid if the performance goals have been achieved.

The Compensation Committee may also establish additional restrictions or conditions that must be satisfied as a condition precedent to the payment of all or a portion of any awards. Such additional restrictions and conditions may include the receipt by a participant of a specified annual performance

rating, continued employment by the participant until a date that may be beyond the end of a performance period, or the achievement of specified performance goals by the Company, a business unit or the participant. The Compensation Committee may also reduce the amount of any award if it concludes that such reduction is necessary or appropriate based on: (i) an evaluation of a participant’s performance; (ii) comparisons with compensation received by other similarly situated individuals working within our industry; (iii) our financial results and conditions; or (iv) other factors or conditions that the Compensation Committee deems relevant. The Compensation Committee may not use its discretionary authority to increase any award that is intended to be performance-based compensation under Section 162(m).

When are awards paid?

Unless payment of an award is deferred, the award is subject to a vesting requirement, or payment of an award is in connection with death, disability or a change in control, payment of an award will be made as promptly as practicable (but in no event later than two-and-one-half months after the close of the fiscal year in which the performance period ends) after our certified public accountants have completed their examination of our year-end consolidated financial statements. For awards that are intended to be performance-based compensation under Section 162(m), except as described below with respect to death, disability or a change in control, no payment shall be made unless the Compensation Committee has certified in writing the extent to which the applicable performance goals and other material terms have been achieved.

If an award is subject to a vesting requirement whereby payment is contingent on the participant’s continued employment beyond the end of a performance period, payment will be made as soon as practicable following the participant’s satisfaction of the vesting requirement (but in no event later than two-and-one-half months after the close of the fiscal year in which the vesting requirement has been satisfied).

Unless otherwise determined by the Compensation Committee and except in the case of death, retirement, or disability, participants who terminate employment prior to the end of the performance period will forfeit any rights to payment under any awards then outstanding under the Plan.

Unless otherwise determined by the Compensation Committee, if a participant’s employment with the Company terminates during a performance period by reason of death, retirement, or disability, the participant’s award will be pro-rated to reflect the period of service prior to his or her death, retirement, or disability. The Compensation Committee may also provide for payment of a prorated or other award if a participant’s employment is terminated by us without cause or under other circumstances as the Compensation Committee deems appropriate. The Compensation Committee may determine that awards for a performance period will be paid without regard to attainment of the applicable performance goals at the time of death, retirement, disability or such other termination, for awards that are not intended to be performance-based compensation under Section 162(m); or with respect to awards payable in connection with death, disability or a change in control.

Except for awards payable in connection with death, disability or a change in control, no full or prorated award that is intended to be performance-based compensation under Section 162(m) shall be paid unless the Compensation Committee has certified attainment of the performance goals.

May participants defer the payment of awards?

The Compensation Committee may permit a participant to defer the payment of an award that would have otherwise been payable under the Plan as described above. Any deferral election will be subject to rules determined by the Compensation Committee, consistent with the requirements of Section 409A of the Internal Revenue Code (referred to as “Section 409A”).

What are the consequences of a change in control?

In the event of a change in control of the Company, the Compensation Committee may take such actions as it deems appropriate, including paying a participant’s award without regard to attainment of performance goals, consistent with the terms of a participant’s change in control employment agreement, if applicable. The Compensation Committee may provide for payment of full or prorated awards at the time of the change in control.

A “change in control” of the Company means:

The Compensation Committee may provide for another definition of change in control for a particular award if necessary or appropriate to comply with Section 409A or as the Compensation Committee otherwise deems appropriate.

Are awards transferable?

No. A participant’s rights under the Plan may not be assigned, pledged or otherwise transferred except, in the event of the participant’s death, to the participant’s designated beneficiary or by the laws of descent and distribution.

Are awards subject to clawback or other Board policies?

Awards made under the Plan are subject to any applicable clawback or recoupment policies, insider trading policies, policies prohibiting pledging or hedging of shares, and other policies that may be implemented by the Board from time to time.

Can the Plan be amended or terminated?

Although we intend to continue to use the Plan from year to year, the Company reserves the right, by action of the Board or the Compensation Committee, to amend, modify or terminate the Plan at any time. No amendment, modification or termination will, without the participant’s consent, materially adversely affect the rights of such participant to any payment that has been determined by the Compensation Committee to be due and owing to the participant under the Plan, but not yet paid. However, the Compensation Committee may at any time (without the consent of participants) modify, amend or terminate any or all of the provisions of the Plan to the extent necessary to ensure that the provisions of the Plan conform to Section 409A.

What are the Federal income tax consequences to participants?

An award paid in cash to a participant represents compensation that is taxable to the participant as ordinary income in the amount of the cash paid. The Company will generally be entitled to a deduction in the amount of the award and at the same time as the participant recognizes ordinary income, except as described below.

Are there any limitations on Company tax deductions?

With certain exceptions, Section 162(m) limits the Company’s deduction for compensation in excess of $1 million paid to certain executives. Compensation paid to such executives is not subject to the deduction limit if it is considered performance-based compensation within the meaning of Section 162(m). If our shareholders approve the Plan at the Annual Meeting, the Compensation Committee may grant awards that are intended to be treated as performance-based compensation and thus deductible by the Company.

The Compensation Committee retains full discretion to determine whether or not to grant awards that are intended to be treated as performance-based compensation under Section 162(m), and to make such decisions on a grant-by-grant basis. The Compensation Committee has no obligation to grant awards that are intended to be treated as performance-based compensation under Section 162(m). For awards that are not intended to be treated as performance-based compensation, the deduction that the Company might otherwise receive with respect to such awards may be disallowed.

Has the Company made awards conditioned on approval of this proposal by our shareholders?

The following table lists 2015 target awards that were approved by the Compensation Committee (or by the Board in the case of the CEO) in February 2015. All awards listed below are subject to shareholder approval of the amendment and restatement of the Plan at the Annual Meeting. If our shareholders do not approve the amended and restated Plan, these awards will not be payable under the Plan. The award amounts listed below are at the target, threshold and maximum levels. The actual award amounts will be based on the level at which the performance goals are attained for the fiscal year and such other factors as the Compensation Committee may deem appropriate, consistent with the Plan, and may range from 0% for performance goal attainment below threshold level to a maximum bonus equal to 200% of the individual’s target award amount.

The Board believes that approval by shareholders of the Amended and Restated Management Incentive Plan is in the best interests of the Company and shareholders and unanimously recommends a vote FOR the proposal.

PROPOSAL 4: ADVISORY APPROVAL OF EXECUTIVE COMPENSATION (“

(“Say-on-Pay” Vote)

Executive compensation is an important topic for our shareholders. At the core of our executive compensation philosophy is the belief that compensation should reflect performance; be fair, competitive and reasonable; and be determined in a manner consistent with the Company’s long-term strategy, competitive industry practice, sound corporate governance principles and shareholder interests. We believe our compensation program is strongly aligned with the long-term interests of our shareholders. We urge our shareholders to read the Compensation Discussion and Analysis (“CD&A”) section of this proxy statement for additional details on the Company’s compensation philosophy and objectives and the 20142015 compensation of the Named Executive Officers.

Pursuant to Section 14A of the Exchange Act, we are asking shareholders to vote on the following resolution:

RESOLVED, that the shareholders of P. H. Glatfelter Company (the “Company”) approve the compensation philosophy, policies and procedures described in the Compensation Discussion and Analysis;Analysis and the compensation of the Company’s Named Executive Officers as disclosed in this proxy statement in accordance with the Securities Exchange Act of 1934 and the implementing rules of the U.S. Securities and Exchange Commission.

As an advisory vote, the results on this proposal are non-binding. Nevertheless, the Board and the Compensation Committee value the opinions of our shareholders and will consider the outcome of the vote when making future compensation decisions for our Named Executive Officers.

The Board has adopted a policy providing for annual say-on-pay advisory votes. Last year, the Company’s shareholders approved the Company’s compensation practices and executive pay with a 96.68%97.4% affirmative vote. Unless the Board modifies this policy, the next say-on-pay advisory vote will be held at our 20162017 Annual Meeting.

OWNERSHIP OF COMPANY STOCK

To the best of the Company’s knowledge, the following table sets forth information regarding ownership of the Company’s outstanding common stock as of March 13, 2015,11, 2016, (except as otherwise noted) by: (1) each person who is known by the Company to own beneficially more than 5% of the common stock of the Company; (2) each Director, Directordirector, director nominee and Named Executive Officer; and (3) all Directors, Directordirectors, director nominees and executive officers as a group. Except as otherwise indicated and subject to applicable community property laws, each owner has sole voting and investment powers for the securities listed. The number of shares beneficially owned by each person is determined under the rules of the Securities and Exchange Commission (“SEC”), and the information is not necessarily indicative of beneficial ownership for any other purpose. Under the rules of the SEC, all shares to which a person has the right to acquire beneficial ownership within sixty (60) days are considered beneficially owned by that person.

Security Ownership of Certain Beneficial Owners and Management

(3)

Pursuant to a Schedule 13G filed on February 5, 2015,9, 2016, consists of shares beneficially owned, as of December 31, 2014,2015, by Dimensional Fund Advisors LP. Dimensional Fund Advisors LP possesses sole voting power over 3,482,7863,512,211 shares and investment authority over 3,620,2623,648,817 shares Dimensional Fund Advisors LP is an investment advisor registered under

Section 203 of the Investment Advisors Act of 19401940. All 3,620,2623,648,817 shares are owned by four investment companies registered under Section 203 of the Investment Advisors Act of 1940, and to which Dimensional Fund Advisors LP furnishes investment advice. Dimensional Fund Advisors LP serves as investment manager for certain other commingled group trusts and separate accounts. Dimensional Fund Advisors LP disclaims beneficial ownership of such shares. The address of Dimensional Fund Advisors LP is Building One, 6300 Bee Cave Road, Austin, TX 78746.

Equity Compensation Plan Information

The following table provides certain information as of December 31, 2014,2015, regarding the Company’s equity compensation plans.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires the Company’s Directorsdirectors and executive officers and persons who own more than ten percent (10%) of a registered class of the Company’s equity securities (“10% Holders”) to file reports of holdings and transactions in the Company’s common stock with the SEC and the New York Stock Exchange (the “NYSE”). Based on the Company’s review of such reports (and amendments thereto), the Company believes that, in 2014,2015, its Directors,directors, executive officers and 10% Holders filed all required reports of holdings and transactions in the Company’s common stock with the SEC and the NYSE on a timely basis.basis, with the exception of one late Form 4 filed on behalf of Mr. Kevin Fogarty to report the payout of a restricted stock unit grant, and one late Form 4 for Mr. Naples to report a change in ownership from direct to indirect.

CORPORATE GOVERNANCE AND BOARD OF DIRECTORS

Corporate Governance Principles

The Board and Management are dedicated to effective corporate governance. The Board has adopted Corporate Governance Principles that provide a framework for the Company’s governance. The Board has also adopted a Code of Business Conduct and a Code of Business Ethics for the CEO and Senior Financial Officers of Glatfelter. The Corporate Governance Principles are set forth in full on the Company’s website atwww.glatfelter.com/about_us/corporate_governance/principles.aspx. The Company’s corporate website (www.glatfelter.com) includes a Corporate Governance page containing, among other information, the Code of Business Conduct, a list of itsthe Company’s Board of Directors and Executive Officers, the charters of each of the Committees of the Board of Directors, the Company’s Code of Business Ethics for the CEO and Senior Financial Officers and other related information. Copies of these materials are available, in print at no charge, upon request to the Secretary of the Company at 96 South George Street, Suite 520, York, PA 17401-1434.

The Company intends to satisfy the disclosure requirement for any future amendments to, or waivers from, its Code of Business Conduct or Code of Business Ethics for the CEO and Senior Financial Officers by posting such information on its website.

Board Composition and Leadership

The Board currently consists of ten members and will be reduced to nine members at the 2015 Annual Meeting of Shareholders.members. Each year, the Board elects one of its members to serve as Chair. Under the Board’s governance structure, the Chair:

When considering the election of a Chair, the Board reviews its governance structure and the qualifications of each Directordirector and determines whichwho is best qualified to chair the Board. The Board believes the Company and its shareholders are best served by having a Chair with wide-ranging, in-depth knowledge of the Company’s business operations and the Company’s industry and who can best execute the Company’s strategic plan. Based on his extensive experience and knowledge of the

Company’s operations, industry, competitive challenges and opportunities, the Board has determined

that Dante C. Parrini is the Directordirector best qualified to serve in the role of Chairman. The Board therefore nominated Mr. Parrini in February 20152016 as Chairman, subject to his re-election as a Directordirector at the Annual Meeting.

The Board has also determined that when the same person serves as both Chairman and CEO, the interests of the Company and the shareholders are best served by appointment of an independent Lead Director. In February 20152016 the Nominating & Corporate Governance Committee recommended, and the independent Directorsdirectors nominated, Ronald J. NaplesKathleen A. Dahlberg to be the next independent Lead Director, effective on the date of the 20152016 Annual Meeting, subject to her re-election as a director at the Annual Meeting. The Lead Director presides over the executive sessions of the Board and coordinates and develops the agenda for those sessions. The Lead Director communicates to the Chairman and CEO regarding the discussions at executive sessions as appropriate. In the absence or disability of the Chairman, the Lead Director assumes the authority of and performs the duties of the Chairman, as provided in Section 2.18 of the Company’s by-laws, including presiding at any Board meeting at which the Chairman is not in attendance.

Board Independence

The Corporate Governance Principles and the Company’s policies and procedures provide for an empowered, independent Board and the full involvement of the independent members of the Board in the Board’s operations and decision making.

In the Company’s Corporate Governance Principles, the Board has adopted the New York Stock Exchange (“NYSE”) standards for determining the independence of Directors,directors, which require that a Directordirector not have a material relationship with the Company.

Annually, each member of the Board is required to complete a questionnaire designed in part to provide information to assist the Board in determining if the Directordirector is independent under NYSE rules and our Corporate Governance Principles. In addition, each Directordirector or nominee for Directordirector has an affirmative duty to disclose to the Nominating and Corporate Governance Committee relationships between and among that Directordirector (or an immediate family member), the Company, and/or Company Management.

The Board has determined the following Directorsdirectors are independent and have no material relationship with the Company: Ms. Dahlberg and Messrs. Brown, DeBenedictis, Fogarty, Hall, Ill, Naples and Stewart. The Board has determined Mr. Parrini, as the Company’s CEO, is deemed not to be an independent Directordirector by NYSE standards and the Company’s Corporate Governance Principles.

Evaluation of Nominees for Board of Directors

The Nominating and Corporate Governance (“NCG”) Committee reviews all Directordirector nominations submitted to the Company, including individuals recommended by shareholders, Directorsdirectors or members of Management. When evaluating whether to recommend an individual for nomination or re-nomination, the NCG Committee will consider, at a minimum and in accordance with the Company’s Corporate Governance Principles, the nominee’s independence, availability to serve on the Board and the candidate’s knowledge, experience, skills, expertise, wisdom, integrity, business acumen and understanding of the Company’s business environment.

In evaluating Directordirector candidates, the NCG Committee considers a wide variety of qualifications, attributes and other factors and recognizes that a diversity of viewpoints and practical experiences can

enhance the effectiveness of the Board. Accordingly, as part of its evaluation of each Directordirector candidate, the NCG Committee takes into account how that candidate’s background, experience, qualifications, attributes and skills may complement, supplement or duplicate those of other prospective candidates.

The NCG Committee specifically reviews the qualifications of each Directordirector candidate for election or re-election, including those of incumbent Directors,directors, the Directors’directors’ understanding of the Company’s businesses and the environment in which the Company operates, attendance and participation at meetings and independence, including any relationships with the Company. Prior to nomination, each candidate for Directordirector must consent to stand for election, and each Directordirector nominee must agree in writing to abide by the Company’s majority voting policy.

After the NCG Committee has completed its evaluation of all Directordirector candidates, it presents a recommended slate of Directorsdirectors to the Board for consideration and approval. The NCG Committee also discusses with the Board any candidates considered by the NCG Committee but not recommended for election or re-election as a Director.director.

We will report any material change to this procedure in a quarterly or annual filing with the SEC. In addition, we will make any changes to this procedure available promptly by posting that information on the Corporate Governance section of our website athttp://www.glatfelter.com/about_us/corporate_governance/default.aspx.default.aspx.

Based on the process described above, the NCG Committee recommended and the Board decided to nominate each of the incumbent Directorsdirectors for re-election at the Annual Meeting. These decisions were based on the individual experience, qualifications, attributes and skills of each candidate. The NCG Committee and the Board assessed these factors in light of the Company’s businesses, which provide a diverse line of specialty papers and fiber-based engineered materials. In particular, the NCG Committee and the Board considered the following:

Majority Voting Policy

The Company’s by-laws and Corporate Governance Principles provide a majority-voting policy for the election of Directors.directors. Each person nominated for election as a Directordirector must submit an irrevocable resignation in advance of the election. In an uncontested election, for any nominee who is not an incumbent director and receives a plurality of the votes but does not receive a majority of votes cast, the resignation will be automatically accepted. If a nominee is an incumbent Directordirector and receives a plurality of the votes but not a majority of votes cast, the NCG Committee will consider the resignation

tendered by the affected Directordirector and make a recommendation to the Board whether to accept it. The Board will act on the NCG Committee’s recommendation within 90 days following certification of the

shareholder vote. In making their determinations, the NCG Committee and the Board may consider other factors or information they consider appropriate or relevant. Thereafter, the Board will promptly disclose its decision whether to accept the Director’sdirector’s resignation (and the reasons for rejecting the resignation, if applicable) in either a press release or a filing with the SEC. Any Directordirector tendering his or her resignation pursuant to this provision may not participate in the NCG Committee’s recommendation or Board decision whether to accept his or her resignation.

A Directordirector whose resignation is not accepted by the Board shall continue to serve until the next annual meeting at which he or she is up for election and until his or her successor is duly elected, or until his or her earlier resignation or removal. If a Director’sdirector’s resignation is accepted by the Board, or if a nominee for Directordirector who is not an incumbent Directordirector is deemed to have been elected and to have automatically resigned, then the Board, in its sole discretion, may fill any resulting vacancy pursuant to the Company’s by-laws, or may amend the Company’s by-laws to decrease the size of the Board.

Continuing Board Education

The Nominating and Corporate Governance Committee periodically reviews and oversees orientation programs for newly elected Directorsdirectors and continuing education programs for incumbent Directors.directors. The Company is a member of the NYSE Corporate Board Member Board Leadership Program, which provides continuing education programs, conferences and other resources for the Company’s Directorsdirectors and executives.

Board Meetings

The Board held sixseven meetings during 2014.2015. The standing committees established by the Board held a total of 19 meetings in 2014.2015. Each incumbent Directordirector attended at least 93%92% of the total number of Board and Committee meetings on which he or she served in 2014.2015. Independent Directorsdirectors meet in regularly scheduled executive sessions (without Management), at which the Lead Director presides.

The Company does not have a policy regarding Directordirector attendance at the Annual Meeting, though Directorsdirectors traditionally attend the Annual Meeting. All Directorsdirectors attended the 20142015 Annual Meeting.

Committees of the Board of Directors

Audit Committee

The Audit Committee, established in accordance with Section 3(a)(58)(A) of the Exchange Act, currently consists of five Directors:four directors: Mr. Ill (Chair), Ms. Dahlberg, and Messrs. Brown Naples and Smoot.Naples. In the opinion of the Board, all fivefour Audit Committee members meet the Directordirector independence requirements set forth in the NYSE listing standards and the SEC’s applicable rules and regulations in effect on the date of this proxy statement. The Board has determined that, based on their experience, Messrs. Ill Naples and SmootNaples are audit committee financial experts, as that term is defined in the applicable SEC regulations, and that all members of the Audit Committee are financially literate within the meaning of the NYSE listing standards.

In accordance with its Charter, the Audit Committee reviews policies and guidelines with respect to risk assessment and risk management, including management reports on the Company’s processes to manage and report risks related to litigation, foreign exchange, taxes, contingent liabilities, and similar

matters that may constitute significant financial exposure. The Audit Committee assists the Board with oversight of (1) the quality and integrity of the accounting, auditing, and financial reporting practices of the Company; (2) the

compliance by the Company, its Directorsdirectors and officers with applicable laws and regulations and its Code of Business Conduct; (3) the independent auditors’auditor’s qualifications and independence; and (4) the performance of the Company’s internal audit function and independent auditors. The specific duties of the Audit Committee are described in its Charter, which is available at no charge from the Secretary or on the Company’s website athttp://www.glatfelter.com/about_us/corporate_governance/committees.aspxcommittees.aspx.

The Audit Committee has the authority to retain specialized legal, accounting, or other experts it deems necessary to carry out its duties. The Audit Committee held seven meetings during 2014.2015.

Compensation Committee

The Compensation Committee currently consists of four Directors:directors: Mr. Stewart (Chair), Ms. Dahlberg, and Messrs. DeBenedictis and Hall. In the opinion of the Board, all four Compensation Committee members meet the Directordirector independence requirements set forth in the NYSE listing standards in effect on the date of this proxy statement.

In accordance with its Charter, the Compensation Committee is responsible for an executive compensation policy designed to support overall business strategies and objectives; attract, retain, motivate and reward key executives; link compensation with organizational performance while appropriately balancing risk and reward; align executives’ interests with those of the Company’s shareholders; and provide competitive and reasonable compensation opportunities. The Compensation Committee also reviews, recommends for approval by the Board and oversees the Company’s management plans, long-term incentive plans, defined benefit plans, contribution plans and other welfare benefit plans and perquisites. A complete description of the Compensation Committee’s functions is contained in its Committee Charter, available at no charge from the Secretary or on the Company’s website athttp://www.glatfelter.com/about_us/corporate_governance/committees.aspx.committees.aspx.

Additional information regarding the engagement of an independent compensation consultant and the processes and procedures for consideration and determination of executive and Directordirector compensation is discussed later in this proxy statement. The Compensation Committee held fivesix meetings in 2014.2015.

Finance Committee

The Finance Committee currently consists of five Directors:directors: Mr. DeBenedictis (Chair) and Messrs. Fogarty, Ill, Parrini and Stewart. The Finance Committee advises the Board on the financial policies of the Company and has oversight over matters of financial significance to the Company. The specific functions of the Finance Committee are described in its Charter, available at no charge from the Secretary or on the Company’s website athttp://www.glatfelter.com/about_us/corporate_governance/committees.aspx.committees. aspx. The Finance Committee held fourthree meetings during 2014.2015.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee currently consists of five Directors:four directors: Mr. Hall (Chair) and Messrs. Brown, Fogarty Naples and Smoot.Naples. In the opinion of the Board, all fivefour members of the Nominating and Corporate Governance Committee meet the Directordirector independence requirements as set forth in the NYSE listing standards in effect on the date of this proxy statement. Pursuant to its Charter,

in addition to reviewing candidates for election to the Board, the Nominating and Corporate Governance Committee advises the Board on all corporate governance matters,

monitors the Company’s compliance with such guidelines and reviews corporate governance guidelines, and periodically reviews such guidelines to assureensure that they are appropriate for the Company and comply with the requirements of the SEC and the NYSE.

The specific functions of the Nominating and Corporate Governance Committee are outlined in its Charter, available at no charge from the Secretary or on the Company’s website athttp://www.glatfelter.com/about_us/corporate_governance/committees.aspx.committees.aspx.

The Nominating and Corporate Governance Committee has the authority to retain Directordirector search consultants and outside counsel or other experts as it deems necessary to carry out its duties. The Company makes funds available to the Committee for such retention. The Nominating and Corporate Governance Committee held three meetings during 2014.2015.

Risk Oversight

The Board oversees the management of risks inherent in the operation of the Company’s businesses and the implementation of its strategic plan. The Board performs this oversight role using several different levels of review. For its reviews of the Company’s business unit operations and corporate functions, the Board reviews and considers the primary risks associated with those units and functions. The Board also reviews risks associated with the Company’s strategic plan at an annual strategic planning session and periodically throughout the year as part of its consideration of the Company’s strategic direction.

Each of the Committees also oversees the management of Company risks falling within a Committee’s areas of responsibility. In performing this oversight function, each Committee has full access to Management as well as the ability to engage advisors. At each Board meeting, the Chair of each Committee reports to the Board on the Committee’s oversight activities.

The Company continues to manage its enterprise risks through a variety of policies, programs and internal control functions and processes designed to identify the primary risks to the Company’s business. This includes an enterprise risk management framework used to identify, assess and quantify significant organizational and business risks and to develop strategies and controls to protect the Company’s operations and reputation while ensuring legal compliance. These programs and policies are overseen, supervised and administered by Management, which periodically updates the Board and the Committees of the Board on material risks that have been identified or publicly disclosed. The Company’s Vice President, Internal Audit, who functionally reports to the Audit Committee, assists the Company in identifying, evaluating and implementing risk management controls and methodologies to address identified risks. As part of its risk management role, at each of its meetings the Audit Committee meets privately with both representatives from the Company’s independent registered public accounting firm and the Company’s Vice President, Internal Audit. The Audit Committee provides periodic reports to the Board on these activities.

As part of its oversight of the Company’s executive compensation program, the Compensation Committee considers the impact of the Company’s executive compensation program, and the incentives created by the compensation awards that it administers, on the Company’s risk profile. In addition, the CompanyCommittee reviews all of its compensation policies and procedures, including the incentives that such policies create and factors that may reduce the likelihood of excessive risk taking,

to determine whether such policies present a significant risk to the Company. Based on its review throughout the year, the Compensation Committee has concluded the Company’s compensation policies and procedures are not reasonably likely to have a material adverse effect on the Company. As part of its risk management role, the Compensation Committee Chair meets privately with the Company’s independent registered public accounting firm to discuss the Committee’s activities.

Director Compensation

Payments to Directors in 20142015

Base Compensation — Cash

In 2014,2015, non-employee Directorsdirectors received an annual retainer fee of $60,000, paid in cash. In addition to the annual retainer, non-employee Directorsdirectors were paid in cash $1,500 for each Committee meeting they attended. The Directordirector serving as Chair of the Audit Committee was paid an additional $15,000 in cash for his service; the Directordirector serving as Chair of the Compensation Committee was paid an additional $12,500 in cash for his service; the Directordirector serving as Chair of the Finance Committee was paid an additional $7,500 in cash for his service; and the Directordirector serving as Chair of the Nominating and Corporate Governance Committee received an additional $7,500 in cash for his service. The Lead Director received an additional $20,000 for his service in that capacity. All accrued, but unpaid, Directordirector cash compensation payments are made twice annually, on May 1 and November 1.

Base Compensation — Equity

In 2014,2015, each non-employee Directordirector received an annual restricted stock unit (“RSU”) award valued at $90,000 on the grant date. Such awards vest over a three-year period, and all restrictions lapse and the shares are paid out on the third anniversary. RSUs granted to Directorsdirectors will immediately vest upon a change in control. In the event of the death, disability or retirement of the Director,director, all unvested RSUs shall become immediately vested, and the restrictions with respect to such RSUs shall lapse.

Deferred Compensation

Pursuant to the Company’s Deferred Compensation Plan for Directors, every year each Directordirector may elect to defer 50%, 75% or 100% of his or her annual retainer for serving on the Board, but any fees paid to a Directordirector for attending meetings of any Committee or for serving as a Chair may not be deferred. No such elections were made in 2014.2015.

Other Benefits

Each non-employee Directordirector is covered by the Company’s Directordirector and officer liability insurance policy and the Company’s travel accident insurance policy.

Share Ownership Guidelines

The Company has established share ownership guidelines for its non-employee Directors,directors, to enhance their alignment with shareholders’ interests. For 2014, theThe share ownership guidelines precludedpreclude the sale of shares by a Directordirector until he or she holds shares with a value equal to 5X the new annual Board retainer of $60,000. Directly held shares and unvested RSUs continue to count toward attainment of the guideline.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Introduction

This Compensation Discussion and Analysis (“CD&A”) describes the Company’s executive compensation philosophy and programs, the compensation decisions made by the Compensation Committee for the programs and the factors considered in making those decisions. The CD&A focuses on the compensation of the following 20142015 Named Executive Officers (“NEOs”):

Mr. Astley assumed the role of

Mr. Janki voluntarily resigned from the Company effective April 8, 2016 and is due no additional compensation as a result of Advanced Airlaid Materials in January of 2015. During 2014, he served as Senior Vice President of Corporate Strategy.his resignation.

Executive Summary

Our Business

Glatfelter is a global leader in the manufacturing of specialty papers and fiber-based engineered materials. We operate twelve12 production facilities and employ approximately 4,6004,375 employees worldwide. The Company marked its 150th anniversary in 2014, commemoratingGoing beyond paper is our promise to our customers, based on over a legacy built on quality, integritycentury and innovation.a half of experience and technical expertise and supported by best-in-class processes. Additional information about our business can be found in our Annual Report posted athttp://www.glatfelter.com/about_us/investor_relations/annual_reports.aspx.

20142015 Business Overview

For 2014, we reported record revenues, grewOur 2015 results of operations reflect the impact of a volatile and challenging operating environment. Net income for 2015 was $64.6 million, or $1.47 per diluted share, compared with $69.2 million, or $1.57 per diluted share, in 2014. On an adjusted earnings basis, a non-GAAP measure, earnings per share were $1.34 compared with $1.55 in 2014. The year-over-year comparison of results of operations reflects the adverse impact of:

Although these factors presented challenging headwinds for the business, our performance during the year driven by thebenefited from:

Despite the difficult business expanded its capacityenvironment, we generated significant operating cash flow positioning us to:

2015 NEO Compensation Overview

The NEOs received the following compensation linked to Company performance:

100% performance-based. SOSARs directly link executive compensation to the interests of shareholders through awards having a value entirely dependent on appreciation in the Company’s common stock price. The PSAs provide an opportunity to receive shares of Company common stock contingent upon the achievement of goals tied to three-year average Return on Capital Employed (“ROCE”) and three-year cumulative adjusted EBITDA (earnings before interest, taxes, depreciation, amortization, and pension expense and excluding unusual items).

Compensation Programs

Compensation Program Objectives

The objectives of the Company’s executive compensation programs are to attract, retain, motivate, and reward those executives crucial to the success of the Company and to create long-term shareholder value. Our programs are organized around three principles:

Linkage of Company Performance with NEO Compensation

The Company provides four elements of compensation: base salary, short-term and long-term incentives and other benefits. Additional details regarding the compensation programs are included in the “Compensation Programs” and “Elements of Compensation” sections of this CD&A. Our executive compensation programs create close alignment between our performance and executive rewards because the value achievable from two of the four elements is variable and is directly tied to the Company’s performance.

For 2014, the NEOs’ annual incentives under the Company’s Management Incentive Plan (“MIP”) were contingent on the achievement of Operating Net Income (“ONI”) and Free Cash Flow (each as defined on page 39), to encourage the executives to focus on earnings and cash flow generation at the corporate level. The business unit leaders (Messrs. Rapp and Janki in 2014, as well as Mr. Astley beginning in 2015) are also incented on an operating profit metric specifically aligned to the performance of their respective business unit.

The 2014 long-term incentive program (“LTIP”) consisted of a combination of performance share awards (“PSAs”) and stock-only stock appreciation rights (“SOSARs”) and thus is 100% performance-based. SOSARs directly link executive compensation to the interests of shareholders through awards having a value entirely dependent on appreciation in the Company’s common stock price. The PSAs provide an opportunity to receive shares of Company common stock contingent upon the achievement

of goals tied to three-year cumulative adjusted EBITDA (earnings before interest, taxes, depreciation, amortization, and pension expense and excluding unusual items) and Return on Capital Employed (“ROCE”).

The NEOs received the following compensation in 2014:

Compensation Programs

Overview

The Compensation Committee believes compensation should reflect the Company’s financial performance and be competitive based on a person’s responsibilities, individual performance and ability to exemplify the Company’s Core Values. The Committee designed the Company’s compensation programs to reward executive officers for creating long-term shareholder value and to attract, retain and motivate the executive officers crucial to the Company’s success. The Committee

recommends approval of the Company’s compensation philosophy to the Board of Directors and oversees the compensation programs for the NEOs and other executive officers of the Company. All compensation decisions impacting the Chief Executive Officer are recommended by the Committee and require the approval of the Board of Directors.

Total compensation for the NEOs and other Company executive officers consists of base salary, short-term and long-term incentives, retirement and other benefits, and minimal perquisites. The Company’s compensation programs generally target total compensation at the size-adjusted 50th percentile of the market and provide flexibility to deviate from the target to support Company growth strategies and evolving talent needs. A significant portion of each NEO’s compensation is tied to the Company’s financial performance. The opportunity to earn incentive compensation, and the risk, generally increases commensurate with the NEO’s level of responsibility.

The Committee evaluates NEO incentive compensation under the Company’s MIP and LTIP. MIP compensation is dependent on the Company achieving certain ONI and Free Cash Flow goals. LTIP compensation is dependent on longer-term performance metrics, including the achievement of cumulative three-year adjusted EBITDA and ROCE goals. The Committee reviews these incentive plans annually, as discussed in the Risk Oversight section, to determine whether they present undue risk to the Company.

Executive Compensation and Governance Best Practices

The Committee, comprised entirely of independent directors, regularly monitors and implements best practices in executive compensation and governance, including the following:

Determination of Compensation Levels and Peer Group

The Compensation Committee seeks input from certain NEOs, external advisors and other Company executives when determining compensation decisions. Specifically:

The Committee may invite NEOs to attend portions of its meetings; however, the Committee usually meets in executive session both alone and with the Consultant to reach final decisions regarding NEO compensation.

To assist with reviewing NEO compensation, the Committee considers pay history, vested and unvested equity holdings and required share ownership. The Committee uses this information, in addition to market compensation leveldata, individual and Company performance and talent, and succession planning when making compensation decisions for each NEO.

Pay decisions for each NEO (other than the CEO) isas well as all other executive officers are approved by the Committee. In addition, the Committee approves stock-based compensation for executive officers who are not NEOs. In the case of the CEO, the Committee, with assistance from the Consultant, develops recommendations in executive session without the CEO or any other member of Management, and then provides its recommendation to the independent members of the Board for approval.

To assist with reviewing NEO compensation, Management providesIn 2015, the Committee with a comprehensive documentcontinued to retain the services of the NEOs targeted compensation, vested and unvested equity and required share ownership. The Committee uses this information, in addition to individual and Company performance and talent, and succession planning when making compensation decisions.

For 2014 the Committee retained Compensation Strategies, Inc. (“CSI”), as its Consultant through September, at which time the Committee transitioned to Meridian Compensation Partners, LLC (“Meridian”). After completing a request for proposal involving multiple firms, Meridian was selected by the Committee based on their best fit to provide the Committee with compensation methodologies and industry experience. The role of the Consultant is to assist with:

Compensation Peer Group and Benchmarking Process

To determine market levels, generally targeting the Company targets the size-adjusted 50th percentile (as determined through regression analysis), and the Committee reviews a market analysis oftarget total compensation for similarly situated executives from peer group companies (“Compensation Peer Group”) prepared by the Consultant. Market. A market analysis is performed annually for the CEO and CFO and biennially for the remaining NEOs, unless market conditions warrant a market study for additional executive roles for the year. For 20142015 compensation decisions, the review included the total compensation of the CEO and CFO, while market data for all other executive officers was aged forward from the prior year’s review.

Due to the varying sizes of the companies included in the peer group, an analysis was performed comparing the Company’s annual revenues with the annual revenues of the peer group companies, ensuring that all market compensation data is properly adjusted to reflect the Company’s current revenue base. In determining appropriate individual compensation levels for the NEOs, the Committee considers the adjusted market compensation data, the NEO’s skills and individual performance, and the Company’s financial performance.

The Committee reviews the Company’s Compensation Peer Group annually using an analysis conducted by the Consultant to establish a relevant and appropriate peer group size. The annual revenues of the companies in the 20142015 peer group range from $525$349 million to $6$6.1 billion with median revenue of $2.3$2.2 billion (versus the Company’s 20142015 annual revenue of $1.8$1.7 billion). For 2015 there are no proposed changes to the compensation peer group because it remains appropriately sized. Because the Company competes for executive talent with a broad range of companies and industries, the companies included in the Compensation Peer Group are not the same as those included in assessing the Company’s performance as disclosed in the performance graph in the Company’s Annual Report to Shareholders.

The following is a list of companies included in the Compensation Peer Group for 2014, together with the companies included in the performance graph appearing in the Company’s Annual Report on Form 10-K:2015:

In September 2015, the Committee approved an adjustment for the peer group to be used in setting 2016 pay levels to more appropriately reflect companies that fit industry and size parameters, and to account for acquisitions of existing peer companies. Specifically, MeadWestvaco Corporation (merged with RockTenn) and Cenveo Incorporated were replaced by Domtar Corporation and Resolute Forest Products Incorporated. Annual revenues of the companies in the 2016 peer group range from $352 million to $6.3 billion with median revenue of $3.3 billion.

Elements of Compensation

The elements of our executive compensation programs for 20142015 included base salary, short- and long-term incentives, minimal perquisites, and retirement and other benefits, as summarized below:

Target Pay Mix

Annually the Compensation Committee reviews the mix of base salary, STI and LTI for each NEO to ensure an appropriate level of the executives’ recurring target compensation is tied to Company performance. This review does not include special retention awards as was the case with Messrs. Jacunski, Rapp and Astley in 2014 or benefits. The Committee believes this approach is appropriate in order to provide year-over-year consistency in analyzing the pay mix when compared to the peer group.

The mix of compensation varies among NEOseach NEO with at least 50%an average of their60% of target pay considered at risk. Mr. Parrini has the greatest level of at-risk compensation, with 71%72% of his compensation tied to Company performance. The Committee believes this level is appropriate for Mr. Parrini given his role as CEO to deliver and sustain shareholder value.

Base Salary

The Compensation Committee believes base salary, which contributes to the Company’s compensation objectives of attracting and retaining talented executives, is an important element of compensation. The base salaries of the NEOs are approved annually by the Committee typically during the first quarter of the calendar year. The Committee considers several factors, without any assigned relative weightings, when determining base salary increases for NEOs:

For 2014,2015, the following NEO base salary increases were approved, effective as of February 1, 2014:2015:

As a group, the NEO base salaries were on average 4%The salary increases noted above market when compared to the 50th percentile after salary increases. Mr. Parrini received a base salary increase to $918,000 as of February 1, 2014, to recognize his leadership in driving the Company’s growth strategy and to align his base salary to the 50th percentile of the peer group. Mr. Parrini does not have an employment agreementare consistent with the Company.broader merit adjustments received by other Glatfelter salaried employees, with the exception of Mr. Matsumoto, whose increase more closely aligns his position and role to market given his two-year tenure in the role.

Short-Term Incentives: The Management Incentive Plan

The Company provides an annual, short-term incentive bonus opportunity to the NEOs under the Company’s Management Incentive Plan (“MIP”). The Compensation Committee approves a target bonus for each NEO expressed as a percentage of the NEO’s base salary. The Committee establishes target bonuses for the NEOs generally at the 50th percentile of the market and retains flexibility to deviate from the target.

For 20142015 target bonuses as a percent of base salary for the NEOs remained unchanged.unchanged, with the exception of Mr. Parrini whose target was increased from 95% to 100% for closer alignment to the market competitive level. The following table sets forth targeted bonus levels for each NEO:

In February each year, the Compensation Committee, in consultation with the Audit Committee, determines the degree to which the pre-established MIP performance metrics have been met. The

Compensation Committee also decides whether to award bonuses to the NEOs, and at what level. The amount ultimately received by the NEOs and other eligible executives depends on the achievement of performance metrics. The Compensation Committee may in its discretion adjust downward any bonus earned by any NEO or other executive. Any downward adjustment to the CEO’s bonus requires approval by the independent members of the Board. The Compensation Committee does not have discretion to increase any bonus earned by any NEO or other executive.

For 2014,2015, the Compensation Committee adopted a MIP design consistent with the design used in 2013,2014, incorporating the following two metrics for all NEOs:

These metrics were originally chosen to focus NEOs and other key executives on generating earnings and effectively managing cash flow. The Committee supported using these metrics in 20142015 to reinforce the Company’s operational and strategic objectives.

In 20142015 the performance metrics were weighted as follows for the NEOs:

The targeted performance levels of ONI, Free Cash Flow, and business unit operating profit were derived usingfrom the Company’s 20142015 budgeted levels that were approved by the Board of Directors.

The Committee incorporatedincorporates a requirement that the Company achieve minimum performance before any bonus may be earned (“Bonus Threshold Performance”Threshold”). For 2014, the Bonus Threshold Performance was 80% of the financial target. A maximum performance (“Maximum Performance”) was established at 140% of the financial target for each metric. Payment amounts for achieving the Bonus Threshold Performance was 50% of the NEOs’ target bonus opportunities; payment amounts for achieving the maximum performance was 200% of the NEOs’ target bonus opportunities. The threshold and maximum payout opportunities are based on advice received from the Consultant regarding market practices and remained unchanged from 2013.

2014. The following table outlines the approved threshold, target and maximum payment opportunities and financial goals for the NEOs under the 20142015 MIP, as well as the weighted payout results based on the performance metric weights shown in the chart above:

The resulting MIP payments for our NEOs based on the financial results above were as follows:

Long-Term Incentives: The Long-Term Incentive Plan

The Compensation Committee believes long-term compensation provides strong incentives for executives to deliver and sustain long-term financial performance to its shareholders. GenerallyAnnually, in or around February, each year the Committee determines the amount of long-term compensation to be granted to executives by targeting the size-adjusted 50th percentile of the market but provides flexibility to deviate from the target. The Company’s 20142015 Long-Term Incentive Plan (“LTIP”) is designed to be 100% performance-based. The design is consistent with 20132014 and is comprised of performance shares awards (“PSAs”) and Stock Only Stock Appreciation Rights (“SOSARs”). Awards granted under the Company’s LTIP typically vest over a three year period except in the case of retention awards which typically vest in five years. The Committee has the flexibility to adjust the vesting period for new awards if the need arises to attract and employ newly-hired executives and offset potential loss of compensation from a former employer. The Committee did not make any such adjustments in 20142015 for the NEOs.

The 2015 LTIP design is summarized below:

The PSAs and SOSARs granted to the NEOs during 20142015 were based on NEOs’ overall responsibilities and individual performance, and information provided by the Consultant based on a market analysis for each position. The following table provides an overview of the 20142015 SOSARs and PSA target awards granted in 2014:2015:

Senior Leaders’ Retention Grants

Messrs. Jacunski, RappThe Company’s 2016 LTIP design continues to be 100% performance-based and Astley were provided a retention grant in February 2014.consists of PSAs and SOSARs, each weighted 50%. The grants were comprisedCommittee determined that no changes to the general design of restricted stock units of which Mr. Jacunski received 15,892, Mr. Rapp received 14,988, and Mr. Astley received 10,371. The Board of Directors believes Messrs. Jacunski, Rapp and Astleythe

are essential to executingLTI awards would be made for 2016, with the Company’s strategic plan. The amountexception of shortening the grants was determined to be sufficient to provide a strong retention incentive and sufficient rewardperformance measurement period for their leadership over an extended period. These NEOs must remain continuously employed for fivePSAs from three years to receivetwo, with an additional year of continued employment required for

vesting (for a total of three years). The shortened performance measurement period is intended to allow more effective target setting for the award.financial metrics.

Vesting of 20122013 Performance Share Grants

2014 represents the fourth consecutive year the LTIP program was designed to include PSAs with a three-year performance period. The chart below illustrates the overlapping performance cycles for PSA grants:

PSAs granted in 20122013 vested on December 31, 20142015 following the conclusion of the three-year performance period. The following table illustrates the pre-determined performance goals, as well as the final results and payout level based on actual performance delivered by the NEOs during the performance period:

The target performance shares and shares awarded to the NEOs are as follows:

The Company’s 2015 LTIP design continues to be 100% performance-based and consists of PSAs and SOSARs, each weighted 50%. The Committee has again selected cumulative adjusted EBITDA and ROCE as the dual criteria for determining the attainment of PSAs. The weightings for these two performance metrics will remain 40% and 60%, respectively, of each NEO’s performance share award. Payment amounts for achievement of the threshold performance levels equal 20% of the target PSAs; achievement of the maximum performance results in payments equal to 200% of the target PSAs.

Perquisites

Perquisites are offered to certain NEOs on a limited basis. The Compensation Committee believes perquisites should be a minimal part of executive compensation. Perquisites include a country club membership for Mr. Parrini, and, as is customary for executives in Europe, a car allowance for Mr. Rapp. All NEOs are eligible to receive a company-paid executive physical and executive long termlong-term disability coverage. The U.S. NEOs who elect to receive executive long termlong-term disability coverage receive imputed income. Perquisite details can be found in the Summary Compensation Table.

Post-Employment Compensation

The Compensation Committee believes offering post-employment compensation allows the Company to attract, retain, and motivate qualified employees and executives in the current competitive marketplace.

The Company provides qualified and non-qualified pension plans for U.S.-based employees and other arrangements for those outside of the U.S. Regarding the qualified pension, those hired prior to 2007 participate in a traditional pension and those hired beginning in 2007 take partparticipate in a cash balance pension.

Non-qualified pension plans consist of a Supplemental Executive Retirement Plan (“SERP”) and a Supplemental Management Pension Plan (“SMPP”). The SERP consists of two post-employment benefits for certain NEOs as approved by the Committee, or the Board of Directors in the case of the CEO. The SMPP provides an Early Retirement Supplement. Details regarding pension benefits and potential payments to the NEOs under these plans are discussed in the Pension Benefits section.

The NEOs participate in the following pension plans:

Mr. Rapp is a German citizen who does not participate in the U.S. plans, and has a separate individual retirement pension contract with the Company.

Details regarding pension benefits and potential payments to the NEOs under these plans are discussed in the Pension Benefits section.

Nonqualified Deferred Compensation

None of the NEOs have deferred compensation.

Additional Compensation Policies and Practices

Change-in-Control Arrangements

The Company has entered into Change-in-Control Agreements with each of the NEOs and certain other executives. The Compensation Committee believes these arrangements will serve as an incentive for executives to act in the interest of shareholders during a takeover despite the risk of losing their jobs. Generally, these agreements provide for severance and other benefits to be paid to executives upon a qualifying change in control (as defined in the agreements), including an amount to cover applicable excise taxes (a “ tax“tax gross-up”) imposed under the Internal Revenue Code (the “Code”). Since 2011, all new Change-in-Control Agreements do not provide a tax gross-up provision; therefore, Messrs. AstleyJanki and JankiMatsumoto are not subject to any tax gross-up provisions.

The Company’s equity grant agreements outline the terms and conditions for accelerating equity vesting if a change in control occurs. All grant agreements include “double trigger” provisions that accelerate vesting in the event of a change of control only if the executive is terminated without “Cause” or resigns with “Good Reason” (as defined in the applicable agreement). Additional details on potential payments in the event of a change-in-control are discussed beginning on page 54.50.

Executive Severance Guidelines

The Company has executive severance guidelines to serve as the basis for determining the severance benefits available to the CEO, Executive Vice Presidents, Senior Vice Presidents and other Vice Presidents in the case of certain terminations of employment from the Company (other than for cause, resignation, death, disability or retirement). Some executives may have other arrangements providing for severance benefits, including severance in the context of a change in control of the Company, which would supercede the severance provisions of these guidelines. The Compensation Committee retains the authority to modify or terminate individual severance packages, in its discretion, as circumstances may warrant. The guidelines provide for the following:

Executive Share Ownership Guidelines

The Compensation Committee believes it is important to require the Company’s senior executives, including NEOs, to meet minimum stock ownership guidelines (the “Executive Share Ownership Guidelines”).

The Company revised the executive share ownership guidelines in 2014 to further align with the interests of our shareholders and the Company’s long-term growth strategy. The Committee determines the guidelines using a multiple of each senior executive’s base salary. Depending on the executive’s position, the Executive Share Ownership Guidelines require the executive to own sufficient Company stock that ranges in value from two times to, in the case of the CEO, five times the senior executive’s base salary as follows:

The value of required ownership is adjusted annually for salary increases and the number of shares needed to be owned will be affected by changes in stock price. Directly owned shares, restricted shares, beneficially owned shares held indirectly (e.g. by family members, trusts, etc.) and shares held in the 401(k) plan are eligible toward satisfying ownership guidelines. There is no required time period for attaining the guideline level. Until the guideline level is attained, executives must retain 50% of net profit shares realized at exercise of stock options, payment of performance shares and vesting of restricted shares. In June of each year the number of shares required will be calculated based on the NEO’s annual salary at that time and the average of the prior year’s average monthly stock prices. The Committee will review executives’ progress toward satisfying the requirements annually.

Clawback Policy

The Compensation Committee has the discretion to recover or “claw back” incentive compensation when the basis for recouping performance-based compensation is triggered by a material financial restatement, if performance-based compensation is paid within a three-year period prior to restatement that is in excess of what the NEO or executive officer would have otherwise received absent the material noncompliance. Recoupment is applicable to an executive directly accountable for the cause of the restatement and could apply to any officer in an upward reporting hierarchy to the responsible individual. In addition, a recoupment could occur for compensation paid in a fiscal year when an officer engages in intentional misconduct in performing his or her duties.

Executive Share Ownership GuidelinesHedging and Pledging Policies

The Compensation Committee believes it is important to require the Company’s seniorAll executives including NEOs, to meet minimum stock ownership guidelines (the “Executive Share Ownership Guidelines”).

The Company revised executive share ownership guidelines in 2014 to effectively align with the interests of our shareholders and the Company’s long-term growth strategy. The Committee determines the guidelines using a multiple of each senior executive’s base salary. Depending on the executive’s position, the Executive Share Ownership Guidelines require the executive to own sufficient Company stock that ranges in value from two times to, in the case of the CEO, five times the senior executive’s base salary. The value of required ownership is adjusted annually for salary increases and the number of shares needed to be owned will be affected by changes in stock price. Directly owned shares, vested restricted shares, beneficially owned shares held indirectly (e.g. by family members, trusts, etc.) and shares held in the 401(k) plan are eligible toward satisfying ownership guidelines. There is no required time period for attaining the guideline level. Until the guideline level is attained, executives must retain

50% of net profit shares realized at exercise of stock options, payment of performance shares and vesting of restricted shares. In June of each year the number of shares required will be calculated based on the NEO’s annual salary at that time and the average of the prior year’s average monthly stock prices. The Committee will review executives’ progress toward satisfying the requirements annually.

The chart below shows the share ownership guidelines for 2014, as set by the Committee in June, and NEO share holdings toward these guidelines:

Insider Trading Policy

The Company has an Insider Trading Policy that prohibits certain employees,directors, including all of the NEOs, from purchasingare subject to a securities trading policy under which hedging transactions, including put or call options, short selling Company’s securities during certain periods,or similar hedging activities involving company stock, and requires these employees to pre-clear purchases or sales of Company’s securities with the Company’s General Counsel. The Insider Trading Policy includes standard quarterly trading blackout periods and a policy prohibiting the hedging and/or pledging of Company shares.company stock are prohibited.

Results of 20142015 Say-on-Pay Vote

An advisory shareholder vote on the Company’s executive compensation practices (“say-on-pay”) was held at the 20142015 Annual Meeting as required by Dodd-Frank legislation. Glatfelter’s 20142015 Say-On-Pay vote passed with 96.7%97.4% support. After receiving a favorable say-on-pay vote from shareholders since

the inception of advisory shareholder voting on compensation, the Compensation Committee continued to apply the same general principles in 20142015 as were used in 2011 through 2013prior years in determining the amounts and types of executive compensation.

Tax Deductibility under Section 162(m)

Certain awards made under the LTIP and the 2005 MIP will qualify as performance-based compensation that will be exempt from the federal income tax $1 million deduction limitation imposed under Section 162(m) of the Code. The Committee has established procedures to maintain tax deductibility; however the Committee has not established a policy requiring all executive compensation be exempt from the limitations on business deductions provided in Section 162(m) of the Code, as amended. The Committee expects that all 20142015 MIP bonus payments, payments under the performance shares of the LTIP or any compensation received by executives from the exercise of stock options or SOSARs will be exempt from the Section 162(m) deduction limitation as performance-based compensation.

Role of the Compensation Committee and Consultant Independence

The Compensation Committee has the authority to engage independent compensation consultants, legal counsel or other advisors as needed. The Committee provides oversight and approves related fees and retention terms of the consultants, counsel or advisors, and may select a compensation consultant, legal counsel or other advisor only after assessing that person’s independence from Management or members of the Committee.

TheDuring 2015 the Committee has engaged both Compensation Strategies, Inc. (theand Meridian (independently as the “Consultant”), an independent executive compensation consulting firm,firms, to provide advice and assistance to the Committee and to the Company’s Management in the area of executive and non-employee directors’ compensation for the Company. Meridian assumed the role as the Consultant as selected by the Committee following a formal evaluation of six firms. The Consultant reports directly to the Committee and has been authorized by the Committee to work with certain executive officers of the Company and other employees in the Company’s human resources, legal and finance departments.

The Company has engaged Morgan Lewis & Bockius, LLP as external legal counsel to provide a range of legal services, including advice and assistance on executive compensation programs.programs and other regulatory matters. The Committee authorized Morgan Lewis to work with certain executive officers and other employees in the human resources and legal departments. Morgan Lewis provides no other services, such as human resources, benefits or related services to the Company, Committee or the Board of Directors.

The Chair of the Committee is responsible for leading the Committee and developing meeting agendas. The Committee may form subcommittees and delegate authority. The meetings of the Committee are regularly attended by the Committee’s independent compensation consultant. The CEO, CFO, Senior Vice President of Human Resources and Administration, and the Vice President, General Counsel & Secretary and the Vice President of Global Compensation and Benefits also generally attend the Committee meetings. All members of Management present at the meeting, including the CEO, are asked to leave prior to any discussion of their compensation. The Committee holds a final executive session with only independent Board Committee members present before approving any compensation.

The Committee has established several practices to ensure the Consultant’s independence, candor and objectivity. The Consultant is engaged by and reports directly to the Committee, frequently meets separately with the Committee with no members of Management present and consults with the Committee’s chairman between meetings.meetings as needed. Management periodically reports to the Committee the fees paid for services performed by the Consultant, and the Committee approves the annual work plan and budget for the Consultant. In addition, the Committee has assessed the independence of its compensation consultant and legal counsel required under the NYSE listing rules, and considered and assessed all relevant factors, including those required by the SEC that could give rise to potential conflict of interest during 2015. Based on this review, the Committee did not identify any conflict of interest raised by the work conducted by CSI or Meridian for 2015.

Report of the Compensation Committee

The Compensation Committee has reviewed and discussed the Company’s Compensation Discussion and Analysis with Company Management. Based on this review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement for the year ended December 31, 2014.2015.

The information disclosed in this report shall not be considered as “soliciting material,” or to be “filed” with the SEC. This information is not subject to Regulation 14A, 14C or the liabilities of Section 18 of the Exchange Act.

Lee C. Stewart (Chair)

Kathleen A. Dahlberg

Nicholas DeBenedictis

J. Robert Hall

Summary Compensation Table

The following table sets forth certain information concerning compensation of the Chief Executive Officer of the Company, the Chief Financial Officer of the Company and the Company’s three most highly compensated executive officers in 20142015 other than the Chief Executive Officer and the Chief Financial Officer.