UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION
Proxy Statement Pursuant to Section 14(a) OF THE SECURITIES
EXCHANGE ACT OFof the
Securities Exchange Act of 1934 (AMENDMENT NO.
(Amendment No.)
Filed by the Registrant [X]
☒
Filed by a Party other than the Registrant [ ]
☐
Check the appropriate box:
[X] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
P. H.
| ☒ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
Glatfelter Company
- --------------------------------------------------------------------------------
(NameCorporation
(Name of Registrant as Specified inIn Its Charter)
- --------------------------------------------------------------------------------
(Name
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- --------------------------------------------------------------------------------
(3) Filing party:
- --------------------------------------------------------------------------------
(4) Date filed:
- --------------------------------------------------------------------------------
2
[P.H. GLATFELTER LOGO]
P. H. GLATFELTER COMPANY
96 SOUTH GEORGE STREET, SUITE 500
YORK, PENNSYLVANIA 17401
---------------------
| ☒ | No fee required. |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
2022 PROXY STATEMENT | 1
NOTICE OF ANNUALSPECIAL MEETING OF SHAREHOLDERS
APRIL 26, 2000
---------------------
TO THE SHAREHOLDERS:
Time and Date: | , 2022 | |
| Eastern Time | ||
Place: | Virtual Meeting | |
www.virtualshareholdermeeting.com/GLT2022SM | ||
The 2000 annual meeting2022 Special Meeting of shareholdersShareholders (the “Special Meeting”) of P. H. Glatfelter CompanyCorporation (“Glatfelter,” the “Company,” “we,” “us,” or “our”), a Pennsylvania corporation, will be held on , 2022 at the company's Spring Grove mill, 228 South Main Street, Spring Grove,
Pennsylvania,Eastern Time, to consider and act on Wednesday, April 26, 2000 at 10:00 a.m. for the following purposes:
1. To elect three members of the Board of Directors to serve for full
three-year terms expiring in 2003;
2. To consider two shareholder proposals; and
3. To transact such other business as may properly come before the
meeting.
proposals:
| 1. | To approve amendments to our Articles of Incorporation and Bylaws to implement a majority voting standard for uncontested director elections; |
| 2. | To approve an amendment to our Articles of Incorporation to eliminate cumulative voting in director elections; |
| 3. | To approve an amendment to our Bylaws to allow the Board of Directors of the Company (the “Board” or “Board of Directors”) to determine the number of authorized directors by resolution; |
| 4. | To approve an amendment to our Bylaws to allow our Board to determine the time and place of the annual meeting; |
| 5. | To approve an amendment to our Bylaws to provide for proxy access, which would allow eligible shareholders to include their own nominees for director in the Company’s proxy materials along with the Board’s nominees; |
| 6. | To approve amendments to our Bylaws to clarify our voting standards; and |
| 7. | such other business as may properly come before the Special Meeting. |
Only holders of record of the company'sCompany’s common stock at the close of business on March 1, 2000, 2022 (the “Record Date”) will be entitled to notice of, and to vote at, the annual meeting.
Special Meeting.
It is important that your shares be represented, and votedwe encourage you to vote your shares in advance of the Special Meeting. Please vote your shares by telephone at 1-800-690-6903, online at www.proxyvote.com, or by completing and signing the annual
meeting. Whether or not you currently plan to attend the meeting, please
complete, date and sign the accompanyingenclosed proxy card and returnreturning it promptly in the enclosed self-addressed envelope requiring(requiring no postage if mailed in the United States.States). If you choose, you may still vote online during the Special Meeting, even if you previously voted by telephone, internet, or mail.
Because the health and safety of our shareholders, directors, employees, and other attendees remain our most important concerns, we are holding the Special Meeting exclusively in a virtual only format via live webcast on the internet, also known as a “virtual meeting.” There will not be a physical location for the Special Meeting, and you will not be able to attend the Special Meeting in person.
To participate in the Special Meeting, you must log onto www.virtualshareholdermeeting.com/GLT2022SM (the “Meeting Website”) and enter the 16-digit control number found on your proxy card or voting instruction form, as applicable. Therefore, it is very important that you retain your proxy card or voting instruction form, as applicable, if you wish to virtually attend the Special Meeting. You may vote your shares and ask questions during the Special Meeting by following the instructions available on the Meeting Website. We encourage you to access the Meeting Website prior to the start time to familiarize yourself with the virtual meeting platform and ensure you can hear the streaming audio. Online access will be available starting at on , 2022. Whether or not you plan to virtually attend the Special Meeting, we urge you to vote and submit your proxy in advance of the Special Meeting by one of the methods described above.
Jill L. Urey, Secretary
, 2022
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2022 SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON , 2022:
Glatfelter Corporation’s proxy statement for the 2022 Special Meeting of Shareholders is available via the Internet at www.glatfelter.com/investors/financials-and-filings/.
| 2022 PROXY STATEMENT | › |
| 2022 PROXY STATEMENT | › | 1 |
This Proxy Summary highlights information explained more fully elsewhere in this proxy statement. We ask that you read the entire proxy statement before voting.
Special Meeting Information
Time and Date: | , 2022 at Eastern Time | |
Place: | Virtual Meeting | |
www.virtualshareholdermeeting.com/GLT2022SM | ||
Record Date: | , 2022 | |
Voting: | Shareholders of Glatfelter as of the Record Date are entitled to vote. Each share of Glatfelter common stock is entitled to one vote for each of the proposals to be voted upon at the Special Meeting. | |
Proposals Requiring Your Vote
The Company is calling the Special Meeting to allow shareholders of the Company an opportunity to vote on the below listed proposals (each a “Proposal” and collectively, the “Proposals”). Your vote is very important to us and our business. Please cast your vote immediately on all proposals to ensure your shares are represented.
| Board Recommendation | Page | |||||
1 | PROPOSAL 1 — Majority Voting | 4 | ||||
Approval of amendments to the Articles of Incorporation and Bylaws of the Company to implement a majority voting standard for uncontested director elections. | FOR | |||||
2 | PROPOSAL 2 — Elimination of Cumulative Voting | 6 | ||||
Approval of an amendment to the Articles of Incorporation of the Company to eliminate cumulative voting in director elections. | FOR | |||||
3 | PROPOSAL 3 — Fix Board Size by Board Resolution | 8 | ||||
Approval of an amendment to our Bylaws to allow our Board of Directors to determine the number of authorized directors. | FOR | |||||
4 | PROPOSAL 4 — Elimination of Designated Annual Meeting Date and Time | 9 | ||||
Approval of an amendment to our Bylaws to allow our Board of Directors to determine the time and place of the annual meeting. | FOR | |||||
5 | PROPOSAL 5 — Proxy Access | 10 | ||||
Approval of an amendment to our Bylaws to provide for proxy access, which would allow eligible shareholders to include their own nominees for director in the Company’s proxy materials along with the Board’s nominees. | FOR | |||||
6 | PROPOSAL 6 — Shareholder Approval – Voting Standards | 11 | ||||
Approval of amendments to our Bylaws to clarify our voting standards. | FOR | |||||
CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION
Any statements included in this proxy statement that pertain to future financial and business matters are “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. The Company uses words such as “anticipates,” “believes,” “expects,” “future,” “intends,” “plans,” “targets,” and similar expressions to identify forward-looking statements. Any such statements are based on the
| 2022 PROXY STATEMENT | › | 1 |
| PROXY SUMMARY |
Company’s current expectations and are subject to numerous risks, uncertainties, and other unpredictable or uncontrollable factors that could cause future results to differ materially from those expressed in the forward-looking statements. The risks, uncertainties, and other unpredictable or uncontrollable factors are described in the Company’s filings with the U.S. Securities and Exchange Commission (“SEC”) in the Risk Factors section and under the heading “Forward-Looking Statements” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, and its subsequent filings with the SEC, which are available on the SEC’s website at www.sec.gov. In light of these risks, uncertainties, and other factors, the forward-looking matters discussed in this proxy statement may not occur and readers are cautioned not to place undue reliance on these forward-looking statements. The forward-looking statements speak only as of the date of this proxy statement and the Company undertakes no obligation, and does not intend, to update these forward-looking statements to reflect events or circumstances occurring after the date of this proxy statement, except as may be required by law.
Websites
Website addresses referenced in this proxy statement are provided for convenience only, and the content on the referenced websites does not constitute a part of this proxy statement.
| 2022 PROXY STATEMENT | › | 2 |
The Board and Management are dedicated to effective corporate governance. In an effort to comply with a framework of duties and requirements established by Pennsylvania statute, government regulations and court decisions, the Board and Management periodically review and assess the Company’s Bylaws and Articles (collectively, the “Organizational Documents”) . Following the SEC’s adoption of new “universal proxy” rules, the Board and Management recently completed one such review of the Organizational Documents and determined that amendments were required to ensure the Company’s governance materials were beneficial to shareholders and consistent with the market.
To ensure the Organizational Documents contain provisions that are beneficial to the Board’s governing function and the interests of the shareholders, the Board and Management conferred with shareholders regarding potential amendments to the Organizational Documents. After discussion, the Board, Management and shareholders expressed interest in adopting changes to the Organizational Document, which are intended to modernize such documents and bring them in line with the overall market, increase the efficiency of the Board by eliminating unnecessary restraints on their abilities to conduct their duties, and improve the ability of shareholders to have an impact on the Company’s governance.
In an effort to make the necessary amendments, in August 2022, the Board and Management approved revisions to the Organizational Documents that, among other things, increased the information required to be provided to shareholders in connection with proposals to be brought at a shareholder meeting. The prior changes did not result in any diminution of shareholder rights that would require a shareholder vote; however, the remaining changes that are outlined herein would require an affirmative vote from the shareholders.
The Board and Management believe the contemplated amendments, which, include updates to various voting standards and resignation provisions, the elimination of cumulative voting and certain restrictions on the Board’s ability to determine the date and time of shareholder meetings and the size of the Board, proxy access for shareholders, as well as general clean-up, would modernize the Organizational Documents and ensure the Board is well equipped to continue to efficiently and effectively govern the Company for the benefit of the shareholders.
| 2022 PROXY STATEMENT | › | 3 |
The Company is asking shareholders to consider two separate but related changes to the way in which nominees are elected as directors. Currently, directors are elected under a plurality voting standard, pursuant to which nominees who receive the most votes (up to the number of directors to be elected in such election) are elected as directors. In addition, shareholders are currently permitted to cumulate their votes in the elections of directors, which means that a shareholder has the power to give one nominee a number of votes equal to the number of directors to be elected, multiplied by the number of shares held by that shareholder, or to distribute those votes among two or more nominees.
The Board has recommended that shareholders approve amendments to the Company’s Articles of Incorporation (“Articles”) and the Company’s Bylaws (“Bylaws”) relating to director elections. The proposed amendments presented in this Proposal 1, which are contingent upon the approval of Proposal 2, will implement a majority voting standard for the election of directors in uncontested director elections. In contested elections, directors would continue to be elected by a plurality vote of shareholders. The proposed amendment presented in Proposal 2 below, which is not contingent upon the approval of Proposal 1, will eliminate cumulating voting in all director elections.
The Board has determined that taken together, these proposed amendments represent a balanced and integrated approach designed to provide all of the Company’s shareholders a meaningful vote in the election of directors. Together, the amendments provide shareholders an effective way in which to exercise their voting rights in director elections and to ensure that the directors continue to represent all of the Company’s shareholders. In addition, the amendments reduce the possibility that a holder of far less than a majority of the outstanding shares could elect a director even when a significant majority of shares are voted against the election of the director. Because the amendments are designed to work together, the implementation of Proposal 1 (the proposal to amend the Articles and Bylaws to implement majority voting in uncontested director elections) is conditioned upon shareholder approval of Proposal 2 (the proposal to amend the Articles to eliminate cumulative voting in director elections). Accordingly, unless Proposal 2 is approved, Proposal 1 will not be implemented regardless of the outcome of the vote thereon.
The Company is asking shareholders to approve amendments to the Articles and Bylaws of the Company that would implement majority voting in uncontested elections of directors. The text of a new Article VII of the Articles and amendments to Section 2.4 of the Bylaws implementing majority voting are included in Appendix A and Appendix B, respectively. On September 20, 2022, the Board approved the new Article VII of the Articles and the amendments to Section 2.4 of the Bylaws subject to approval by the shareholders of the Company, and further subject to shareholder approval of new Article VI of the Articles, which is presented in Proposal 2 of this proxy statement. In other words, if approved by shareholders, effectiveness of the proposed amendments under this Proposal 1 is further conditioned on shareholder approval of Proposal 2 relating to the elimination of cumulative voting in director elections.
The Board believes that a change to a majority vote standard in uncontested elections is appropriate at this time and is consistent with the Board’s desire to maintain alignment of shareholder interests and Board accountability. Under the Company’s current plurality voting standard, a director nominee in a director election can be elected or re-elected with as little as a single affirmative vote, even while a substantial majority of the votes cast are “withheld” from that director nominee. Even if 99% of the shares “withhold” authority to vote for a candidate or all the candidates, a 1% “for” vote results in the candidate’s election or re-election to the Board. The Board believes that the adoption of the proposed majority voting standard will give shareholders a greater voice in determining the composition of the Board by giving effect to shareholder votes “against” a director candidate, and by requiring a majority of the votes cast be voted “for” a candidate in order for such candidate to obtain or retain a seat on the Board. Furthermore, the adoption of a majority voting standard is intended to reinforce the Board’s belief that it is accountable to, and should represent the interests of all, of the Company’s shareholders.
In the case of “contested director elections,” however, the Board believes that a plurality voting standard should continue to apply. An election shall be contested if, as of the record date for a meeting of shareholders at which directors are to be elected, the Secretary of the Company determines that the number of nominees exceeds the number of directors to be elected at such meeting. In a contested election where there are two or more candidates for a single director position, if majority voting were utilized, there is an increased likelihood that no candidate would receive a majority vote, resulting in a failed election.
The description of the proposed amendments to the Articles and Bylaws of the Company presented in this Proposal 1 is only a summary of the amendments and is qualified in its entirety by reference to the actual text of the proposed
| 2022 PROXY STATEMENT | › | 4 |
| PROPOSAL 1: MAJORITY VOTING |
amendments to the Articles and Bylaws, which are set forth in Appendix A and Appendix B, respectively. If the Company’s shareholders approve the amendments to the Articles and Bylaws of the Company proposed by this Proposal 1, and also approve the amendment to the Articles of the Company proposed by Proposal 2, the amendments to the Company’s Articles will become effective upon filing with the Pennsylvania Department of State, which is expected to occur promptly following the Special Meeting, and the amendments to the Bylaws would become effective immediately following the Special Meeting.
Additionally, under Pennsylvania law, if an incumbent director fails to receive a sufficient number of votes for re-election at the end of his or her term, such director continues to serve on the Board until his or her successor is elected and qualified or until earlier resignation or removal (known as the “holdover rule”). In light of the holdover rule and to give appropriate effect to the majority voting standard, if Proposals 1 and 2 are approved, the Board will amend its Corporate Governance Principles to adopt a resignation policy that will require each director to submit an advance, contingent, irrevocable resignation that the Board may accept if shareholders do not re-elect that director. In that situation, our Nominating and Corporate Governance Committee would make a recommendation to the Board about whether to accept or reject the resignation, or whether to take the recommendation of any other committees and publicly disclose its decision and the rationale behind it. In addition, if Proposals 1 and 2 are adopted, the Board will further amend its Bylaws to provide an additional requirement for shareholders wishing to nominate a person for election to our Board at a meeting of our shareholders pursuant to the advance notice requirements set forth in our Bylaws. Specifically, the new requirement would provide that the shareholder’s notice would need to contain a statement as to whether the nominee, if elected, intends to comply with all applicable corporate governance and other policies and guidelines of the Company applicable to directors and in effect during such person’s term in office as a director, including, without limitation, the director resignation provisions set forth in the Company’s Corporate Governance Guidelines.
Further, in connection with these amendments, the Board has adopted a procedural change to the Bylaws via the addition of the new Section 2.5, to provide for specific mechanisms by which directors may submit their resignations to the Chair of the Board. Set forth below is the text of the new Section 2.5 giving effect to these amendments:
“Any director may resign at any time upon notice given in writing or by electronic transmission to the Chair of the Board, the Chief Executive Officer or the Secretary of the Company; provided, however, that if such notice is given by electronic transmission, such electronic transmission must either be set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the director. A resignation is effective when the resignation is delivered, unless the resignation specifies a later effective date or an effective date determined upon the occurrence of an event or events. Acceptance of such resignation shall not be necessary to make it effective. Unless otherwise provided in the Articles of Incorporation or these Bylaws, when one or more directors resign from the Board of Directors, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have the power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective.”
Required Vote: The affirmative vote of a majority of the common shares of the Company outstanding and entitled to vote at the Special Meeting is required to approve and adopt the amendments to the Company’s Articles of Incorporation and Bylaws to implement a majority voting standard for uncontested director elections. Abstentions and shares not in attendance and not voted at the Special Meeting will not count as a vote cast on this proposal but will have the same effect as a vote “Against” the proposal.
The Board recommends a vote “FOR” the amendments to the Articles of Incorporation and Bylaws of the Company to implement a majority voting standard in uncontested director elections.
| 2022 PROXY STATEMENT | › | 5 |
Proposal 2: Elimination of Cumulative Voting
Under this Proposal 2, the Company is asking shareholders to approve an amendment to the Articles of the Company that would eliminate cumulative voting in director elections. The full text of a new Article VI of the Articles eliminating cumulative voting in director elections is included in Appendix A hereto. On September 20, 2022, the Board conditionally approved the new Article VI subject to the approval by the Company’s shareholders.
For a Pennsylvania corporation, such as the Company, unless otherwise provided in such company’s articles of incorporation, Pennsylvania law provides for cumulative voting by shareholders. As the Company’s Articles do not currently provide otherwise, the Company’s shareholders currently have the right to cumulate their votes, which provides shareholders the power to give one nominee a number of votes equal to the number of directors to be elected, multiplied by the number of shares held by that shareholder, or to distribute those votes among two or more nominees. The effect of cumulative voting is potentially to allow a shareholder that holds significantly less than a majority of the outstanding voting power to have the power to elect one or more directors.
In deciding to propose a majority voting standard under Proposal 1, the Board considered how a majority voting standard in uncontested director elections might affect the Company’s current cumulative voting procedures for director elections. The Board concluded that it would be very difficult to apply both majority voting and cumulative voting in a director election. In particular, concurrently applying majority voting and cumulative voting standards could raise difficult corporate governance issues and unintended consequences, including the potential for multiple vacancies on the Board if a large shareholder were to cumulate votes in a director election. Many investors, advisory firms and corporate governance experts have previously recognized significant compatibility issues between majority voting and cumulative voting in director elections.
Moreover, the Board believes that cumulative voting is philosophically incompatible with the rationale for adopting a majority voting standard. As noted above, majority voting for directors seeks to empower a majority of a company’s shareholders to determine who should serve as a director, with that majority comprised of large and small shareholders alike. In contrast, cumulative voting allows a shareholder to cumulate shares to elect a director, even if that director was not supported by a majority of our shareholders. The Board believes that each director should represent the interests of all shareholders, rather than the interests of a majority shareholder or special constituency.
The Board has determined that implementing both majority voting in uncontested director elections and eliminating cumulative voting in all director elections is consistent with the Board’s desire to maintain alignment of shareholder interests and Board accountability. The Board further believes that these governance improvements are in the best interests of the Company and its shareholders. As previously noted, the Board has conditioned the effectiveness of Proposal 1 to implement majority voting in uncontested director elections on shareholder approval of this Proposal 2 to eliminate cumulative voting in all director elections. The Board has made this determination due to the potential negative consequences of adopting a majority voting standard without eliminating cumulative voting. As the Board does not believe there will be similar negative consequences if Proposal 2 is implemented without the approval of Proposal 1, it has not conditioned the effectiveness of Proposal 2 on shareholder approval of Proposal 1. While the Board believes that the approval of both Proposals 1 and 2 will optimize the company’s ability to provide shareholders with a meaningful voice in director elections, even if shareholders only approve the elimination of cumulative voting in director elections proposed in this Proposal 2, but not the majority voting standard presented in Proposal 1, the Board believes that the elimination of cumulative voting in director elections will still move the Company’s governance practices towards empowering the broadest group of the Company’s shareholders as it relates to director elections. Therefore, the Company intends to implement the elimination of cumulative voting even if shareholders do not approve the majority voting standard proposed in Proposal 1, which provides the added benefit of making it easier for the Company to implement a majority voting standard in the future.
The Board’s recommendation to eliminate cumulative voting in director elections is not part of a plan by the Company’s management to adopt anti-takeover governance measures and it is not a response by the Company to any specific effort by a shareholder to accumulate larger holdings of the Company’s common stock.
By eliminating cumulative voting, our shareholders would gain the protections of a “one share, one vote” framework in director elections. In addition, shareholders would prevent any individual shareholder from having the ability to exercise disproportionate voting power, control or influence over director elections in excess of their actual economic ownership of our shares
Our Board believes that each director should represent the interests of all shareholders rather than potentially only the interests of a limited constituency. Our Board has determined that it is in the best interests of the Company and its
| 2022 PROXY STATEMENT | › | 6 |
| PROPOSAL 2: ELIMINATION OF CUMULATIVE VOTING |
shareholders to eliminate cumulative voting in all director elections as cumulative voting increases the chances that a holder of even a small minority of our shares could take disruptive actions in opposition to the wishes of the holders of a majority of the shares voting, including by electing directors that represent their special interests as opposed to the interests of the majority of our shareholders.
This description of the proposed amendment to the Company’s Articles presented in this Proposal 2 is only a summary of the amendment and is qualified in its entirety by reference to the actual text of the proposed amendment to the Articles, which is set forth Appendix A hereto. If approved, the amendment to the Company’s Articles to eliminate cumulative voting in director elections will be effective upon filing with the Pennsylvania Department of State, which is expected to occur promptly following the Special Meeting. Additionally, provided Proposal 2 is approved, the Company shall make some renumbering amendments to the Articles, as described in Appendix A hereto. Your approval of Proposal 2 shall constitute approval of such renumbering amendments.
Required Vote: The affirmative vote of a majority of the common shares of the Company outstanding and entitled to vote at the Special Meeting is required to approve and adopt the amendment to the Company’s Articles of Incorporation to eliminate cumulative voting in director elections. Abstentions and shares not in attendance and not voted at the Special Meeting will not count as a vote cast on this proposal but will have the same effect as a vote “Against” the proposal.
The Board recommends a vote “FOR” the amendment of the Articles of Incorporation of the Company to eliminate cumulative voting in the election of directors.
| 2022 PROXY STATEMENT | › | 7 |
Proposal 3: Fix Board Size by Resolution
Subject to shareholder approval, on September 20, 2022, our Board approved an amendment to our Bylaws to allow our Board to determine the number of authorized directors.
The Company is asking shareholders to consider a change to the way in which the size of the Board is determined. Currently, the size of the Board is fixed in the Bylaws and requires the Board to amend the Bylaws to adjust the size of the Board. This leads to increased cost and time demands for management due to the need to post and file the Bylaw amendments any time there is a change in the Board size. As such, the Board has recommended that shareholders approve amendments to the Company’s Bylaws relating to the size of the Board which would allow the size of the Board to be fixed by the directors by resolution. The proposed amendments presented in this Proposal 3 are not contingent upon the approval of any other Proposal.
Set forth below is the text of revised Section 2.1 of the Bylaws after giving effect to these amendments:
“The Board of Directors shall consist of at least three (3) persons, however, the size of the Board may be set by resolution of the Board from time to time.”
The Board’s recommendation to amend our Bylaws to allow the Board to set its size by resolution is not part of a plan by the Company’s management to adopt anti-takeover governance measures and is not a response by the Company to any specific effort by a shareholder to accumulate larger holdings of the Company’s common stock.
Our Board of Directors believes that the foregoing proposed amendment to the Bylaws is in our best interests because it will provide us with flexibility to determine the size of our Board of Directors which will allow us to properly accommodate our needs in the future and facilitate attracting additional candidates for the Board in a timely manner. The ability of a board of directors to determine its own size is a common governance practice among public companies in the U.S. that allows boards to adapt rapidly to changing circumstances that companies face. Moreover, the current Bylaws require the Board to amend the Bylaws each time it believes it is in the best interest of the Company to increase or decrease the size of the Board. These amendments will enable the Board of Directors to meet changing circumstances without seeking an amendment to the Bylaws in each instance.
If Proposal 3 is approved by the shareholders, the then current Board of Directors will be able to set or change the number of directors, based on a resolution duly approved by the Board of Directors.
Required Vote: The affirmative vote of a majority of the common shares of the Company outstanding and entitled to vote at the Special Meeting is required to approve and adopt the amendment to the Company’s Bylaws to allow the Board to set its size by resolution. Abstentions and shares not in attendance and not voted at the Special Meeting will not count as a vote cast on this proposal but will have the same effect as a vote “Against” the proposal.
The Board recommends a vote “FOR” the amendment of the Bylaws to allow the Board to set its size by resolution.
| 2022 PROXY STATEMENT | › | 8 |
Proposal 4: Elimination of Designated Annual Meeting Date and Time
Subject to shareholder approval, on September 20, 2022, our Board of Directors approved an amendment to our Bylaws to allow our Board of Directors to determine the time and place of the annual meeting of shareholders.
The Company is asking shareholders to consider a change to eliminate the provision that provides a default date and time for the annual meeting, if the Board has not designated another date and time. Currently, the default date and time for the Company’s annual meeting is the first Thursday of May at 9:00 a.m. The proposed amendments would remove the date requirement and provide the Board with more flexibility to hold its annual meeting. The proposed amendments presented in this Proposal 4 are not contingent upon the approval of any other Proposal.
Set forth below is the text of revised Section 1.1 of the Bylaws after giving effect to these amendments:
An annual meeting of the shareholders of Glatfelter Corporation (the “Company”) for the election of directors and the transaction of such other business as may properly come before the meeting in accordance with these Bylaws, the Company’s Articles of Incorporation, as amended (the “Articles of Incorporation”), the Pennsylvania Business Corporation Law of 1988, as amended (the “PBCL”), and other applicable law shall be held on the date (which date shall not be a legal holiday in the place where the meeting is to be held, and if held over the Internet or other electronic technology, which date shall not be a federal holiday) and at the time as shall be designated, from time to time, by (i) resolution of the Board of Directors (the “Board” or the “Board of Directors”) adopted by a majority of the total number of authorized directors (whether or not there exist any vacancies in previously authorized directorships at the time such resolution is presented to the Board of Directors for adoption), (ii) resolution of a duly authorized committee of the Board of Directors, or (iii) the Chair of the Board of Directors, if delegated that authority by a resolution of the Board of Directors adopted by a majority of the total number of authorized directors (whether or not there exist any vacancies in previously authorized directorships at the time any such resolution is presented to the Board of Directors for adoption) and which shall be stated in the notice of meeting. The date and time of the annual meeting may subsequently be changed in the same manner as is required to fix the original date and time of the annual meeting. Any and all references hereafter to these Bylaws to an annual meeting or annual meetings also shall be deemed to refer to any special meeting(s) in lieu thereof.
Our Board of Directors believes that the foregoing proposed amendments to the Bylaws are in our best interests because they will provide us with flexibility to determine the date and time of our annual meeting which will allow us to properly accommodate our needs in the future.
If Proposal 4 is approved by the shareholders, then there will no longer be a default annual meeting date and time, and the determination of the annual meeting date and time will be made by the Board or the Chair of the Board, as applicable, in accordance with the Company’s Bylaws.
Required Vote: The affirmative vote of a majority of the common shares of the Company outstanding and entitled to vote at the Special Meeting is required to approve and adopt the amendment to the Company’s Bylaws to eliminate a designated annual meeting date and time. Abstentions and shares not in attendance and not voted at the Special Meeting will not count as a vote cast on this proposal but will have the same effect as a vote “Against” the proposal.
The Board recommends a vote “FOR” the amendment of the Bylaws to eliminate the designated annual meeting date and time.
| 2022 PROXY STATEMENT | › | 9 |
Subject to shareholder approval, on September 20, 2022, our Board of Directors approved an amendment to our Bylaws to provide for proxy access, which would allow eligible shareholders to include their own nominees for director in the Company’s proxy materials along with the Board’s nominees.
The Company is asking shareholders to consider a proposal to amend our Bylaws to provide for proxy access. The proposed amendment presented in this Proposal 5 is not contingent upon the approval of any other Proposal.
The amendment would permit any eligible shareholder, or group of no more than twenty (20) eligible shareholders, that complies with certain existing informational disclosure requirements in our Bylaws, to include a director nominee in the Company’s proxy statement for its annual meeting. Such informational disclosure requirements include, but are not limited to, the name and address of the shareholder, beneficial owner, if any, and of their respective affiliates or associates or others acting in concert therewith, the class or series and number of shares of the Company which are directly or indirectly owned by such shareholder, such beneficial owner and their respective affiliates or associates or others acting in concert therewith, derivative securities which are directly or indirectly owned by such shareholder, such beneficial owner and their respective affiliates or associates or others acting in concert therewith, and certain other agreements and interests of the shareholder.
In order to provide adequate time to assess shareholder-nominated candidates, requests to include shareholder-nominated candidates in the Company’s proxy materials must be delivered to or mailed and received at the principal executive offices of the Company not later than the close of business on the one hundred twentieth (120th) calendar day, nor earlier than the close of business on the one hundred fiftieth (150th) calendar day prior to the first anniversary of the date the Company’s proxy statement was released to shareholders in connection with the annual meeting of shareholders in the immediately preceding year, subject to certain limited exceptions, consistent with the Company’s existing policies with respect to shareholder nominations of directors.
In addition to satisfying the foregoing requirements under our Bylaws, to comply with the universal proxy rules (once effective), shareholders who intend to solicit proxies in support of Director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act.
Set forth below is the text of revised Section 1.9(c) of the Bylaws after giving effect to this amendment:
The Company shall include in its proxy statement for an annual meeting for the shareholder the name, together with the information required by Section 1.10, of any person nominated for election (a “Shareholder Nominee”) to the board of directors by a shareholder that satisfies, or by a group of no more than twenty (20) shareholders that, collectively, satisfy, the requirements of this Section 1.9 (an “Eligible Shareholder”), and that expressly elects at the time of providing the notice required by this Section 1.9 (the “Nomination Notice”) to have its nominee or nominees included in the Company’s proxy materials pursuant to this Section 1.9.
Our Board of Directors believes that the foregoing proposed amendments to the Bylaws reflect the Board’s continuing review of our corporate governance practices, and a commitment to responding to the views of the Company’s shareholders and to provide them with a voice in corporate governance matters.
Required Vote: The affirmative vote of a majority of the votes of the common shares of the Company outstanding and entitled to vote at the Special Meeting is required to approve and adopt the amendment to the Company’s Bylaws to provide for proxy access. Abstentions and shares not in attendance and not voted at the Special Meeting will not count as a vote cast on this proposal but will have the same effect as a vote “Against” the proposal.
The Board recommends a vote “FOR” the amendment of the Bylaws to provide for proxy access.
| 2022 PROXY STATEMENT | › | 10 |
Proposal 6: Shareholder Approval - Voting Standards
Subject to shareholder approval, on September 20, 2022, our Board of Directors approved amendments to our Bylaws to clarify our voting standards. The proposed amendments presented in this Proposal 6 are not contingent upon the approval of any other Proposal.
Currently, our Bylaws provide that any action taken by shareholders shall be decided by the vote of a majority of the shares entitled to be cast at a meeting. The amendments would provide that for any action to be taken by shareholders other than the election of directors, the affirmative vote of a majority of the votes entitled to be cast in person or by proxy at the meeting even
though youof shareholders by the holders entitled to vote thereon will be required to approve such action. The amendments also provide that each shareholder will be entitled to one vote per share on each matter and consistent with Section 1757(a) of the Pennsylvania Business Corporation Law of 1988, as amended, that matters will be approved by the affirmative vote of a majority of the votes cast in person or by proxy at the meeting of shareholders.
Set forth below is the text of revised Section 1.1(c) of the Bylaws after giving effect to these amendments:
| (a) | Voting on Actions Other Than Director Elections. Whenever any action other than the election of directors is proposed to be taken by vote of the shareholders, except as otherwise expressly required by law, in the Articles of Incorporation or in these Bylaws, it shall be authorized by the affirmative vote of a majority of the votes cast in person or by proxy at the meeting of shareholders by the holders of shares entitled to vote thereon and shall constitute an act of the shareholders. |
| (b) | One Vote Per Share. Except as otherwise provided by the Articles of Incorporation, each shareholder of the Corporation entitled to vote on any matter at any meeting of shareholders shall be entitled to one vote for every such share standing in such shareholder’s name on the record date for the meeting. |
Further, in connection with these amendments, the Board has adopted changes to Section 6.1 of the Bylaws to conform the provision relating to amendments of the Bylaws to the revisions made to Section 1.1(c) with respect to majority voting standards. Set forth below is the text of revised Section 6.1 giving effect to these amendments:
These Bylaws may be amended or repealed and new bylaws may be adopted by the affirmative vote of a majority of the total number of the authorized members of the Board of Directors (whether or not there exist any vacancies in previously submittedauthorized directorships at the time a resolution regarding the foregoing proposal is presented to the Board of Directors for adoption) or by the affirmative vote of a majority of the votes cast in person or by proxy card.
/s/ M. R. Mueller
M. R. MUELLER,
Secretary
March 24, 2000
3
P. H. GLATFELTER COMPANY
PROXY STATEMENT
Thisat the meeting of shareholders by the holders of shares entitled to vote thereon, as the case may be; provided, however, that new bylaws may not be adopted and these Bylaws may not be amended or repealed in any way that limits indemnification rights, increases the liability of directors or changes the manner or vote required for any such adoption, amendment or repeal, except by the affirmative vote of a majority of the votes cast in person or by proxy at the meeting of shareholders by the holders of shares entitled to vote thereon. In the case of any meeting of shareholders, in order to consider the adoption, amendment or repeal of these Bylaws, written notice shall be given to each shareholder entitled to vote thereat that the purpose, or one of the purposes, of the meeting is to consider the adoption, amendment or repeal of these Bylaws, which notice shall also include, without limitation, the text of any resolution calling for any adoption, amendment or repeal. Notwithstanding the foregoing, any shareholder seeking to bring a proposed amendment to these Bylaws before a meeting of shareholders, must comply with Sections 1.8 and 1.9 of these Bylaws.
Our Board of Directors believes that the foregoing proposed amendments to the Bylaws are consistent with the letter and spirit of Pennsylvania corporation law and provide a clearer and more standardized set of voting standards than our Bylaws currently do.
Required Vote: The affirmative vote of a majority of the common shares of the Company outstanding and entitled to vote at the Special Meeting is required to approve and adopt the amendments to the Company’s Bylaws to provide for majority voting standards. Abstentions and shares not in attendance and not voted at the Special Meeting will not count as a vote cast on this proposal but will have the same effect as a vote “Against” the proposal.
The Board recommends a vote “FOR” the amendment of the Bylaws to provide for majority voting standards.
| 2022 PROXY STATEMENT | › | 11 |
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 the Record Date (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, director nominee and named executive officer (“NEO”); and (3) all directors, 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 SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under SEC rules, all shares to which a person has the right to acquire beneficial ownership within 60 days are considered beneficially owned by that person.
| Name of Beneficial Owner | Shares Beneficially Owned(1) | % of Class | ||||||
BlackRock, Inc.(2) | 7,197,179 | |||||||
The Vanguard Group, Inc.(3) | 4,853,566 | |||||||
Dimensional Fund Advisors LP(4) | 3,359,027 | |||||||
Segall Bryant & Hamill, LLC(5) | 3,278,506 | |||||||
Carlson Capital, L.P.(6) | 2,260,000 | |||||||
| Name of Beneficial Owner | Position | Total Number of Shares Owned(7) | % of Class | |||||
Kevin M. Fogarty | Director, Non-Executive Chair of the Board | 108,125 | * | |||||
J. Robert Hall | Director | 107,573 | * | |||||
Kathleen A. Dahlberg | Director | 90,823 | * | |||||
Lee C. Stewart | Director | 85,823 | * | |||||
Bruce Brown | Director | 51,719 | * | |||||
Christopher W. Astley | Senior Vice President & Chief Commercial Officer | 45,382 | * | |||||
Darrel Hackett | Director | 36,702 | * | |||||
Wolfgang Laures | Senior Vice President, Integrated Global Supply Chain and IT | 23,000 | * | |||||
Eileen L. Beck | Vice President, Global Human Resources and Administration | 22,793 | * | |||||
Ramesh Shettigar | Senior Vice President, Chief Financial Officer & Treasurer | 18,610 | * | |||||
Marie T. Gallagher | Director | 17,632 | * | |||||
Thomas Fahnemann | Director, President and Chief Executive Officer | 13,000 | * | |||||
All directors and executive officers as a group (14 individuals) | 702,407 | % | ||||||
Dante C. Parrini(8) | Former Chairman of the Board & Chief Executive Officer | 461,975 | ||||||
Samuel L. Hillard(9) | Former Senior Vice President & Chief Financial Officer | 56,423 | * | |||||
| * | indicates ownership of < 1% |
| (1) | For purposes of the table, shares of common stock are considered beneficially owned by a person if such person has, or shares, voting or investment power for such stock. As a result, more than one person may beneficially own the same security and, in some cases, the same shares are listed opposite more than one name in the table. The table includes, in some cases, shares beneficially held by spouses or minor children, as to which beneficial ownership is disclaimed. The address of each director, director nominee and NEO of the Company is c/o Glatfelter Corporation, 4350 Congress Street, Suite 600, Charlotte, NC 28209. |
| (2) | Pursuant to Amendment No. 13 to Schedule 13G filed on January 27, 2022, consists of shares beneficially owned, as of December 31, 2021, by BlackRock, Inc., a parent holding company with sole voting power over 7,098,761 shares, sole dispositive power over 7,197,179 shares, and shared voting power and shared dispositive power over 0 shares. Beneficial ownership reported by BlackRock, Inc. includes shares acquired by its subsidiaries: BlackRock Advisors LLC; Aperio Group, LLC; BlackRock (Netherlands) B.V.; BlackRock Institutional Trust Company, National Association; BlackRock Asset Management Ireland Limited; BlackRock Financial Management, Inc.; BlackRock Asset Management Schweiz AG; |
| 2022 PROXY STATEMENT | › | 12 |
| OWNERSHIP OF COMPANY STOCK |
BlackRock Investment Management, LLC; BlackRock Investment Management (UK) Limited; BlackRock Asset Management Canada Limited; BlackRock Investment Management (Australia) Limited; BlackRock Fund Managers Ltd; and BlackRock Fund Advisors, which beneficially owns 5% or greater of the shares of common stock of the Company. The address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055. |
| (3) | Pursuant to Amendment No. 13 to Schedule 13G filed on February 9, 2022, consists of shares beneficially owned, as of December 31, 2021, by The Vanguard Group, Inc., an investment advisor which has sole voting power and sole dispositive power over 0 shares and 4,774,680 shares, respectively, and shared voting power and shared dispositive power over 49,825 and 78,886 shares, respectively. The Vanguard Group, Inc.’s clients, including investment companies registered under the Investment Company Act of 1940 and other managed accounts, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities reported herein. No one person’s interest in the securities reported by The Vanguard Group, Inc. is more than 5% of the shares of common stock of the Company. The address of The Vanguard Group, Inc. is 100 Vanguard Boulevard, Malvern, PA 19355. |
| (4) | Pursuant to Amendment No. 1 to Schedule 13G filed on February 8, 2022, consists of shares beneficially owned, as of December 31, 2021, by Dimensional Fund Advisors LP, an investment advisor registered under Section 203 of the Investment Advisors Act of 1940, with sole voting power over 3,291,357 shares, sole dispositive power over 3,359,027 shares, and shared voting power and shared dispositive power over 0 shares. Dimensional Fund Advisors LP furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and serves as investment manager or sub-advisor to certain other commingled funds, group trusts and separate accounts, collectively referred to as the “Funds.” In certain cases, subsidiaries of Dimensional Fund Advisors LP may act as an advisor or sub-advisor to certain Funds. In its role as investment advisor, sub-advisor, and/or manager, Dimensional Fund Advisors LP or its subsidiaries (collectively, “Dimensional”) may possess voting and/or investment power over the securities of the Company that are owned by the Funds, and may be deemed to be the beneficial owner of the shares of the Company held by the Funds. However, all of the securities reported by Dimensional Fund Advisors LP are owned by the Funds. Dimensional disclaims beneficial ownership of the securities reported by Dimensional Fund Advisors LP. The address of Dimensional Fund Advisors LP is Building One, 6300 Bee Cave Road, Austin, TX 78746. |
| (5) | Pursuant to a Schedule 13G filed on August 4, 2022, consists of shares beneficially owned, as of December 31, 2021, by Segall Bryant & Hamill, LLC, an investment advisor with sole voting power and sole dispositive power over 2,688,894 shares and 3,278,506 shares, respectively, and shared voting power and shared dispositive power over 0 shares. The address of Segall Bryant & Hamill, LLC is 540 W. Madison Street, Suite 1900, Chicago, IL 60661. |
| (6) | Pursuant to Amendment No. 2 to Schedule 13G filed on February 25, 2022, consists of shares beneficially owned, as of February 24, 2022, by Carlson Capital, L.P., an investment advisor with sole voting power and sole dispositive power over 0 shares and shared voting power and shared dispositive power over 2,260,000 shares. Beneficial ownership reported by Carlson Capital, L.P. includes shares acquired by funds for which it serves as the investment manager: Double Black Diamond Offshore Ltd., Black Diamond Arbitrage Offshore Ltd., Delaware Domiciled Single Investor Limited Partnership—101, Asgard Investment Corp. II, and Mr. Clint D. Carlson. The address of Carlson Capital, L.P. is 2100 McKinney Avenue, Suite 1800, Dallas, TX 75201. |
| (7) | Shares beneficially owned by each owner as noted below: |
| Name of Beneficial Owner | Directly Owned | Indirectly Owned | Options to Acquire Stock(a) | |||
Dante C. Parrini(b) | 454,256 | 7,719 | — | |||
Thomas Fahnemann | 13,000 | — | — | |||
Kathleen A. Dahlberg | 90,823 | — | — | |||
J. Robert Hall | 107,573 | — | — | |||
Lee C. Stewart | 85,823 | — | — | |||
Kevin M. Fogarty(c) | 58,125 | 50,000 | — | |||
Samuel L. Hillard | 56,423 | — | — | |||
Ramesh Shettigar(d) | 18,525 | 85 | — | |||
Bruce Brown(e) | 47,969 | 3,750 | — | |||
Christopher W. Astley(f) | 44,492 | 890 | — | |||
Eileen Beck(g) | 22,360 | 433 | — | |||
Marie T. Gallagher | 17,632 | — | — | |||
Darrel Hackett | 36,702 | — | — | |||
Wolfgang Laures | 23,000 | — | — | |||
All Directors and executive officers as a group (h) | 1,076,703 | 62,877 | — | |||
| 2022 PROXY STATEMENT | › | 13 |
| OWNERSHIP OF COMPANY STOCK |
| (a) | Represents the gross number of shares of common stock that would be issued upon exercise of vested stock-only stock appreciation rights (“SOSARs”) on the Record Date. As of the Record Date, the following NEOs had vested SOSARS: |
| Name | Number of Vested SOSARS | ||||
Dante C. Parrini* | 498,312 | ||||
Christopher W. Astley | 108,138 | ||||
Eileen L. Beck | 24,553 | ||||
Samuel L. Hillard* | N/A | ||||
Wolfgang Laures | N/A | ||||
| * | Denotes former NEO. |
| (b) | Consists of 7,719 shares held in a 401(k) account for the benefit of Mr. Parrini. |
| (c) | Consists of 50,000 shares held by GBBH Family Limited Partnership. |
| (d) | Consists of 85 shares held in a 401(k) account for the benefit of Mr. Shettigar. |
| (e) | Consists of 3,750 shares held by the Bruce Brown Revocable Trust. |
| (f) | Consists of 890 shares held in a 401(k) account for the benefit of Mr. Astley. |
| (g) | Consists of 433 shares held in a 401(k) account for the benefit of Ms. Beck. |
| (h) | Consists of 0 shares vesting within 60 days from the Record Date. |
| (8) | Mr. Parrini’s service to the Company as Chief Executive Officer ended on August 24, 2022: Mr. Parrini resigned from the Board effective as of September 13, 2022. |
| (9) | Mr. Hillard resigned from the Company as Chief Financial Officer effective May 6, 2022. |
| 2022 PROXY STATEMENT | › | 14 |
Frequently Asked Questions (“FAQS”)
Why did I receive these materials?
You are receiving these materials because, as a shareholder, the Company is soliciting your vote on matters to be considered at the upcoming Special Meeting. The notice, this proxy statement, and the accompanying proxy card are being solicited by
the Board of Directors of P. H. Glatfelter Company (the company)were first sent or given to shareholders on or about , 96 South
George Street, Suite 500, York, Pennsylvania 17401, in connection with the 2000
annual meeting of shareholders of the company (the annual meeting or meeting).
This2022. Please read this proxy statement and vote your shares by mailing the accompanyingattached proxy card, are being mailedvoting online at www.proxyvote.com, by telephone at 1-800-690-6903, or on the Meeting Website during the Special Meeting. The Board has appointed directors Kevin M. Fogarty and Lee C. Stewart, 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 Special Meeting or at any adjournment, continuation, or postponement of the Special Meeting.
When and where is the Special Meeting?
The Special Meeting will be held on , 2022, at Eastern Time via live audio cast at www.virtualshareholdermeeting.com/GLT2022SM (Meeting Website). There will not be a physical location for the Special Meeting, and you will not be able to attend the meeting in person. To virtually attend the Special Meeting, visit the Meeting Website and enter the 16-digit control number found on your proxy card or voting instruction form, as applicable.
If you encounter any difficulties accessing the virtual Special Meeting during the check-in or meeting time, you should call the technical support number that will be posted on the login page of the Meeting Website.
Solicitation of proxies is made on behalf of the Board. The cost of soliciting proxies, including preparing, assembling and mailing the proxy statement, form of proxy card and other soliciting materials, as well as the cost of forwarding such material to the company's shareholders on or after March 24, 2000.
ABOUT THE MEETING
WHAT IS THE PURPOSE OF THE ANNUAL MEETING?
At the annual meeting, shareholdersbeneficial owners of stock, will act upon the following matters:
- electing three directorsbe paid by us, except for some costs associated with individual shareholders’ use of the company, each to serve for a three-year
term expiring at the company's 2003 annual meeting;
- considering two shareholder proposals;Internet or telephone, and - transacting any other business that may properly be brought before the
meeting.postage. In addition to the company's managementsolicitation by electronic communications and/or by mail, directors, officers, regular employees and others may also, but without compensation other than their regular compensation, solicit proxies personally or by telephone or other means of electronic communication. We may reimburse brokers and others holding stock in their names or in the names of nominees for their reasonable out-of-pocket expenses in sending proxy materials to principals and beneficial owners. Proxies will reportbe solicited on behalf of the company's business
during fiscal year 1999Board by the Company’s directors, director nominees, and respondcertain executive officers and other employees of the Company.
Who is entitled to questions from shareholders.
WHO IS ENTITLED TO VOTE AT THE MEETING?
Only holdersvote?
Shareholders of record as of the company's common stock at the close of business on the record date, March 1, 2000, are entitled to receive noticeRecord Date ( ) may vote at the Special Meeting. At the close of business on the Record Date, there were shares of the Company’s common stock issued and outstanding and eligible to vote at the meeting. Each shareSpecial Meeting.
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 Limited (“Computershare”), you are a “registered shareholder,” also sometimes called a shareholder of record. If you are a registered shareholder, we sent the 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.” The notice should have 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.
If you are a registered shareholder, meaning you hold your shares in your own name as a holder of record, you may vote by attending the Special Meeting on the Meeting Website, or you can vote by proxy and instruct the Proxy Holders named in the enclosed proxy card how to vote your shares. If you are the record holder of your stock, you can vote by proxy in three ways:
| 1. | By telephone at 1-800-690-6903; |
| 2022 PROXY STATEMENT | › | 15 |
| FREQUENTLY ASKED QUESTIONS |
| 2. | Via internet at www.proxyvote.com; or |
| 3. | By mail 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 as instructed on the proxy card prior to mailing. |
All valid proxies received and not revoked prior to the Special Meeting will be voted in accordance with your instructions. If you are a beneficial owner, meaning 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.
Who may virtually attend the Special Meeting and what else is required for admittance?
Only shareholders of the company'sCompany’s common stock is entitled
to one vote per share on all business presented at the meeting, except that
shareholders have cumulative voting rights in electing directors. Cumulative
voting means that each shareholder is entitled to as many votes in electing
directors as is equalRecord Date ( ) may attend the Special Meeting. To be admitted to the Meeting Website, you must enter the 16-digit control number found on your proxy card or voting instruction form, as applicable. You may vote your shares and ask questions during the Special Meeting by following the instructions available on the Meeting Website. We encourage you to access the Meeting Website prior to the start time to familiarize yourself with the virtual platform and ensure you can hear the streaming audio. Online access to the Meeting Website will be available starting at Eastern Time, on , 2022.
Will my shares be voted if I do not sign and return my proxy card?
If a shareholder of his or her shares of common stock
multiplied by the number of directors to be elected. A shareholder may cast all
such votes for a single nominee or may distribute them between two or more
nominees as he or she sees fit. The persons named inrecord signs and returns the accompanying proxy card, as proxy holdersbut does not make any selections, the Board’s appointed Proxy Holders will have the rightdiscretion to vote cumulatively andthe shareholder’s shares on behalf of the shareholder at the Special 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 the NYSE, the shareholder’s bank or broker may generally vote on “routine” matters, but cannot vote on “non-routine” matters. “Broker non-votes” occur when a beneficial owner of shares held in street name fails to distribute
their votes among the nominees as they see fit.
HOW DO I VOTE?
If you complete and properly sign the accompanying proxy card and return itprovide instructions to the company, it will be voted as you specify. If you are abroker, bank, or other holder of record as to how to vote on matters deemed non-routine. Proposal 3 (Fix Board Size by Board Resolution) and Proposal 4 (Elimination of Designated Annual Meeting Date and Time) are routine matters. Proposal 1 (Majority Voting), Proposal 2 (Elimination of Cumulative Voting), Proposal 5 (Proxy Access) and Proposal 6 (Shareholder Approval – Voting Standards) are non-routine matters. If a shareholder’s bank or broker does not receive the shareholder’s instructions on 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. In these cases, the broker, bank, or other holder of record can register your shares as being present at the Special Meeting for purposes of determining the presence of a quorum, but will not be able to vote on those matters for which specific authorization is required under the NYSE rules. 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.
YOUR VOTE IS IMPORTANT. Please submit your proxy even if you plan to attend the Special Meeting. If you properly give your proxy and submit it to us in time to vote, the individuals named as your Proxy Holders will vote your shares as you have directed.
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 by: (1) delivering a written revocation of their proxy to the Company’s Secretary; (2) submitting a later-dated proxy (or voting instruction form if they hold their shares in street name); or (3) voting on the Meeting Website during the Special 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 Special Meeting?
As of , 2022, shares of the company'sCompany’s common stock on the record datewere outstanding and attend the meeting, you may
deliver your completed proxy card in person or vote in person at the meeting.entitled to vote. The votes will be counted by judges of election appointed by the company.
WHAT CONSTITUTES A QUORUM?
A quorum is necessary to permit a particular matter to be considered and
acted upon at the meeting. The presence at the meeting, in person or by proxy, 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.
| 2022 PROXY STATEMENT | › | 16 |
| FREQUENTLY ASKED QUESTIONS |
May shareholders ask questions during the Special Meeting?
Yes. If you wish to submit a question, you may do so in two ways. To ask a question in advance of the Special Meeting, you may log into www.proxyvote.com and enter your 16-digit control number and use the Submit a Question for Management box. Alternatively, you will be able to submit questions live during the Special Meeting through the Q&A box by accessing the Meeting Website at www.virtualshareholdermeeting.com/GLT2022SM. After the formal business of the Special Meeting has concluded and adjourned, the chair of the Special Meeting will answer questions from shareholders during the designated question and answer (“Q&A”) period of the Special Meeting agenda.
In order to give as many shareholders as possible the opportunity to ask questions, we ask that questions are succinct and cover only one topic per question. Up to three minutes will be allocated to read and respond to each question that we are able to answer during the Special Meeting. The company had 42,411,000Q&A session will continue until all relevant questions have been answered, subject to time constraints.
Shareholders’ views, constructive comments, and criticisms are welcome, but the Company will not address questions that are:
Irrelevant to the business of the Company or to the business of the Special Meeting
Related to material non-public information of the Company
Repetitious of prior questions or statements from others
Derogatory references to individuals that are in bad taste
Related to personal grievances
In furtherance of a shareholder’s personal or business interests, which are not matters of interest to shareholders generally
Out of order or not otherwise suitable for the conduct of the Special Meeting
If there are any matters of individual concern to a shareholder or questions that are not answered, they may be raised separately after the Special Meeting by contacting Investor Relations at (717) 225-2746 or ir@glatfelter.com.
Who will pay for the solicitation of proxies?
The costs and expenses of the Board’s soliciting of proxies, including the preparation, assembly and mailing of this Proxy Statement, the Proxy Card, the notice of the Special Meeting of Shareholders and any additional information furnished to shareholders will be borne by the Company. Solicitation of proxies may be in person, by telephone, facsimile, electronic mail or personal solicitation by our directors, officers or staff members. Other than the persons described in this Proxy Statement, no general class of employee of the Company will be employed to solicit shareholders in connection with this proxy solicitation. However, in the course of their regular duties, our employees, officers and directors may be asked to perform clerical or ministerial tasks in furtherance of this solicitation. None of these individuals will receive any additional or special compensation for doing this, but they may be reimbursed for reasonable out-of-pocket expenses. Copies of solicitation materials will be furnished to banks, brokerage houses, fiduciaries and custodian holding shares of the common stock outstanding onin their names that are beneficially owned by others to forward to those beneficial owners. We will reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation material to the record date.
4
WHAT VOTE IS REQUIRED TO ELECT A DIRECTOR AND TO APPROVE A SHAREHOLDER PROPOSAL?
Electionbeneficial owners of Directors. The three nomineescommon stock.
We have engaged MacKenzie Partners, Inc. to assist in the solicitation of proxies in connection with the Annual Meeting, for director receivinga service fee and the highestreimbursement of customary disbursements, which are not expected to exceed $20,000 in total.
Who should I call if I have questions or need assistance voting my shares?
If you have questions about the Annual Meeting, would like additional copies of this proxy statement or need assistance voting your shares, requests should be directed as described below:
MacKenzie Partners, Inc.
1407 Broadway, 27th Floor
New York, NY 10018
Shareholders Call Toll Free: 800-322-2885 or 212-929-5500
Email: GLT@mackenziepartners.com
| 2022 PROXY STATEMENT | › | 17 |
| FREQUENTLY ASKED QUESTIONS |
What proposals will be acted upon at the Special Meeting, and what number of votes cast, in person or by proxy, by shareholders entitledis needed for the proposals to vote thereon will be elected to serve on the Board. Votes withheld with respect
to the election of a director will not be voted with respect to such director,
although they will be counted in determining whether there is a quorum.
Accordingly, votes withheld will have no effect on the result of the vote.
Shareholder Proposals.adopted?
| Proposal | Vote Required | Broker Discretionary Voting Allowed? | Effect of Abstention | Effect of Broker Non-Votes | ||||||
| 1 | Approval of an amendment to the Articles of Incorporation and Bylaws of the Company to implement a majority voting standard for uncontested director elections. | Majority of Votes Outstanding and Entitled to be Cast | No | Vote Against | Vote Against | |||||
| 2 | Elimination of Cumulative Voting. | Majority of Votes Cast | No | No Effect | No Effect | |||||
| 3 | Fix Board Size by Resolution | Majority of Votes Outstanding and Entitled to be Cast | Yes | Vote Against | Not applicable, as this is a routine matter | |||||
| 4 | Elimination of Designated Annual Meeting Date and Time | Majority of Votes Outstanding and Entitled to be Cast | Yes | Vote Against | Not applicable, as this is a routine matter | |||||
| 5 | Proxy Access | Majority of Votes Outstanding and Entitled to be Cast | No | Vote Against | Vote Against | |||||
| 6 | Shareholder Approval – Voting Standards | Majority of Votes Outstanding and Entitled to be Cast | No | Vote Against | Vote Against | |||||
Majority Voting. The approval of each shareholder proposal requires
the affirmative vote of the holders of a majority of the shares entitled to vote
thereon, represented in person or by proxy. Abstentions with respect to a
shareholder proposal will be counted as present for purposes of determining
whether there is a quorum, but will not be counted as votes cast. Accordingly,
an abstention will have the effect of a negative vote. Broker non-votes (shares
held by a broker or nominee as to which the broker or nominee does not have the
authority to vote on a particular matter) with respect to a shareholder proposal
will not be counted as present for purposes of determining whether there is a
quorum and will not be voted. Accordingly, broker non-votes will have no effect
on the result of the vote.
HOW DOES DISCRETIONARY VOTING AUTHORITY APPLY?
If you sign and return the accompanying proxy card, but do not make any
selections, you give discretionary authority to the persons named as proxy
holders in the proxy card. Your shares will then be voted as indicated in this
proxy statement.
WHAT ARE THE BOARD'S RECOMMENDATIONS?
The Board of Directors recommends a vote:
- FOR election of the three nominees for director, Robert E. Chappell,
George H. Glatfelter II and Richard L. Smoot, for terms expiring in 2003;
and
- AGAINST approval of each of the two shareholder proposals.
Unless you give other instructions on the accompanying proxy card, the
persons named in the proxy card as proxy holders will vote in accordance with
the recommendations of the Board.
CAN I CHANGE MY VOTE AFTER I RETURN MY PROXY CARD?
Yes. Even after you have submitted your proxy card, you may change your
vote at any time before the proxy is exercised by filing with the company's
secretary either a notice of revocation or a duly executed proxy bearing a later
date. The powers of the proxy holders to vote your proxy will be revoked if you
attend the meeting in person and request to change your vote or vote in person,
although attendance at the meeting will not by itself revoke a previously
granted proxy.
WHO BEARS THE COST OF SOLICITATION OF PROXIES?
The company bears the cost of preparing, printing, assembling and mailing
this proxy statement and other proxy solicitation materials. In addition to the
solicitation of proxies by mail, some of the officers and other employees of the
company may solicit proxies personally, by telephone and by other means. These
persons receive no special compensation for any solicitation activities.
WHEN ARE SHAREHOLDER PROPOSALS DUE FOR THE 2001 ANNUAL MEETING?
To be included in the proxy statement for the company's 2001 annual
meeting, shareholder proposals must be submitted in writing to the company's
secretary no later than December 1, 2000. If any shareholder proposal is
submitted after February 14, 2001, the company will be allowed to use its
discretionary voting
2
5
authority when the proposal is made at the company's 2001 annual meeting,
without any discussion of the matter in the proxy statement for that meeting.
WHO ARE THE COMPANY'S AUDITORS?
In accordance with the recommendations of the company's Audit Committee,
the Board of Directors has appointed Deloitte & Touche LLP, independent
certified public accountants, to audit the consolidated financial statements of
the company and its consolidated subsidiaries for the year ending December 31,
2000. A representative of Deloitte & Touche is expected to attend the annual
meeting, will be given the opportunity to make a statement if he or she desires
to do so and will be available to respond to appropriate shareholder questions.
ELECTION OF DIRECTORS
Three directors are to be elected at the annual meeting to serve three-year
terms expiring on the date of the company's 2003 annual meeting and until their
respective successors are elected and qualified. The Board of Directors proposes
that Robert E. Chappell, George H. Glatfelter II and Richard L. Smoot, all of
whom are currently serving as directors of the company, be re-elected as
directors. The nominees have consented to serve if elected to the Board. If a
nominee is unable to serve as a director at the time of the meeting, an event
which the Board does not anticipate, the persons named in the accompanying proxy
card will vote for such substitute nominee as may be designated by the Board,
unless the Board reduces the number of directors accordingly.
BOARD OF DIRECTORS
The following table sets forth information as to the nominees and the other
persons who are to continue as directors of the company after the annual
meeting. The offices referred to in the table are offices of the company unless
otherwise indicated. For information concerning the number ofcommon shares of the company's common stock owned by each director and all directors and executive
officers as a group as of March 1, 2000, see "Ownership of Common Stock."
YEAR FIRST PRINCIPAL OCCUPATION AND
ELECTED A BUSINESSES DURING LAST FIVE
NAME AGE DIRECTOR YEARS AND CURRENT DIRECTORSHIPS
---- --- ---------- -------------------------------
Nominees to be elected for terms expiring in 2003:
Robert E. Chappell 55 1989 Chairman and Chief Executive Officer, Penn
Mutual Life Insurance Company, since January
1997; President and Chief Executive Officer,
Penn Mutual Life Insurance Company, from April
1995 to December 1996; President and Chief
Operating Officer, Penn Mutual Life Insurance
Company, prior to April 1995; Director of
Quaker Chemical Corporation.
George H. Glatfelter II(1) 48 1992 President and Chief Executive Officer since
June 1998; Senior Vice President from September
1995 to June 1998; Vice President -- General
Manager, Glatfelter Paper Division prior to
September 1995
3
6
YEAR FIRST PRINCIPAL OCCUPATION AND
ELECTED A BUSINESSES DURING LAST FIVE
NAME AGE DIRECTOR YEARS AND CURRENT DIRECTORSHIPS
---- --- ---------- -------------------------------
Richard L. Smoot 59 1994 President and Chief Executive Officer, PNC
Bank, National Association, Philadelphia/South
Jersey markets, since October 1995; President
and Chief Executive Officer, PNC Bank, National
Association, Philadelphia, prior to October
1995; Director of Philadelphia Suburban
Corporation
Directors continuing for terms expiring in 2002:
Nicholas DeBenedictis 54 1995 Chairman and Chief Executive Officer of
Philadelphia Suburban Corporation; Director of
Philadelphia Suburban Corporation, Met-Pro
Corp. and Provident Mutual Life Insurance
Company
Patricia G. Foulkrod(1) 55 1999 Homemaker and community volunteer
George H. Glatfelter(1) 73 1970 Retired; former Vice
President -- Manufacturing, Spring Grove mill
M. A. Johnson II 66 1970 Retired; former Executive Vice President,
Treasurer and Chief Financial Officer
Directors continuing for terms expiring in 2001:
Roger S. Hillas 72 1964 Retired; Chairman and Chief Executive Officer,
Meritor Savings Bank, prior to December 1992;
Director of Toll Bros., Inc.
Robert P. Newcomer 51 1998 Executive Vice President and Chief Financial
Officer since June 1998; Senior Vice President
and Chief Financial Officer from October 1995
to June 1998; Vice President, Treasurer and
Chief Financial Officer from January 1995 to
October 1995; Vice President and Treasurer
prior to January 1995
Paul R. Roedel 72 1992 Retired; Chairman and Chief Executive Officer,
Carpenter Technology Corporation, manufacturer
of specialty metals, prior to July 1992
John M. Sanzo 50 1992 Private Financial Consultant since June 1994;
President, Edison Control Corporation,
manufacturer of circuit indicators for electric
utility industry, prior to June 1994
- ---------------
(1) Patricia G. Foulkrod is the niece of George H. Glatfelter and the first
cousin of George H. Glatfelter II. George H. Glatfelter is the father of
George H. Glatfelter II.
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
HOW OFTEN DID THE BOARD MEET DURING 1999?
The Board of Directors held six meetings during 1999. Each of the incumbent
directors attended at least 75% of the aggregate of all meetings of the Board
and committees thereof on which he or she served in 1999.
4
7
WHAT COMMITTEES HAS THE BOARD ESTABLISHED?
The standing committees of the Board are the Executive Committee, the Audit
Committee, the Compensation Committee, the Finance Committee, the Nominating
Committee and the Employee Benefits Committee. The members of all of these
committees are appointed by the Board.
Executive Committee. The Executive Committee consists of six members of
the Board: G. H. Glatfelter, G. H. Glatfelter II, R. S. Hillas, M. A. Johnson
II, T. C. Norris and R. L. Smoot. The Executive Committee has the authority to
exercise all of the powers of the Board of Directors between meetings of the
Board, except the power to amend the company's by-laws, submit matters to
shareholders for approval, create or fill vacancies on the Board and repeal or
modify any prior action of the Board that by its terms can be repealed or
amended only by the Board. The Executive Committee held one meeting during 1999.
Audit Committee. The Audit Committee consists of five members of the
Board: R. E. Chappell, N. DeBenedictis, R. S. Hillas, P. R. Roedel and J. M.
Sanzo, none of whom are members of the company's management. Generally, the
Audit Committee (i) recommends to the Board of Directors the independent
accountants to be appointed for the company, (ii) meets with the independent
accountants, the chief internal auditor and corporate officers to review matters
relating to corporate financial reporting and accounting procedures and
policies, adequacy of financial, accounting and operating controls and the scope
of the audits of the independent accountants and internal auditors, including in
the case of the independent accountants, the fees for such services and (iii)
reviews and reports on the results of such audits to the Board. The Audit
Committee held two meetings during 1999.
Compensation Committee. The Compensation Committee consists of five
members of the Board: R. E. Chappell, N. DeBenedictis, R. S. Hillas, P. R.
Roedel and R. L. Smoot, none of whom are members of the company's management.
The responsibilities of the Compensation Committee are described below (see
"Report of Compensation Committee on Executive Compensation"). The Compensation
Committee held two meetings during 1999.
Finance Committee. The Finance Committee consists of six members of the
Board: P. G. Foulkrod, G. H. Glatfelter II, M. A. Johnson II, R. P. Newcomer, T.
C. Norris and J. M. Sanzo. The Finance Committee is responsible for overseeing
the company's financial affairs and recommending such financial actions and
policies, including those with respect to dividends, as are most appropriate to
accommodate the company's operating strategies while maintaining its sound
financial condition. The Finance Committee held three meetings during 1999.
Nominating Committee. The Nominating Committee consists of five members of
the Board: G. H. Glatfelter II, R. S. Hillas, T. C. Norris, J. M. Sanzo and R.
L. Smoot. The responsibilities of the Nominating Committee include the
identification and recruitment of effective candidates for nomination as
directors and officers of the company. The Nominating Committee held one meeting
during 1999. The Nominating Committee will consider as nominees for election to
the Board persons recommended by the holders of common stock of the company. Any
shareholder desiring to recommend a nominee for election at the 2001 annual
meeting of shareholders should submit such nomination in writing to the
secretary of the company by December 1, 2000.
Employee Benefits Committee. The Employee Benefits Committee consists of
three members of the Board, G. H. Glatfelter II, R. P. Newcomer and T. C.
Norris, and two officers of the company, J. R. Anke and R. S. Wood. The
responsibilities of the Employee Benefits Committee include the general overview
of the provisions of various pension plans of the company and periodic review of
pension fund performance. The Employee Benefits Committee is also responsible
for administering the company's various profit sharing, 401(k) savings and stock
ownership plans and for conducting a periodic review of profit sharing and
savings plan fund performance. The Employee Benefits Committee held two meetings
during 1999.
5
8
DIRECTOR COMPENSATION
HOW ARE DIRECTORS COMPENSATED?
Base Compensation. The company pays non-employee directors an annual
retainer fee of $12,500 (the retainer). In addition, the company pays
non-employee directors $1,000 for every board meeting attended plus $800 for
every committee meeting attended. The company also pays non-employee committee
chairpersons an annual committee-related retainer of $2,500.
Deferred Compensation. Pursuant to the company's Deferred Compensation
Plan for Directors (the plan), every year each director may elect to defer 50%,
75% or 100% of his or her retainer to be earned in that year and following
years. For each director who participates in the plan, the company will credit a
deferred fee account with phantom shares of the company's common stock (stock
units) at such time as the retainer would otherwise have been paid. The number
of stock units credited to a director's deferred account is the quotient of the
amount of the deferred retainer divided by the fair market value of the
company's common stock on such date. Additional stock units are credited to each
director's account as of each payment date for dividends on the company's common
stock, based on the number of stock units credited to a director's account on
the record date for such dividends. Once a participant in the plan ceases to be
a member of the Board of Directors, such participant is entitled to receive an
amount in cash equal to the product of the number of stock units credited to his
or her deferred account multiplied by the fair market value of the company's
common stock, payable in lump sum or in installments.
Options. Each non-employee director automatically receives, on May 1st of
each year, non-qualified stock options to purchase 1,500 shares of common stock
of the company for a purchase price per share equal to the fair market value per
share of the common stock of the company on the date such options are granted.
The options vest in full on the first anniversary of the date of the grant and
expire on the earlier of the date on which the optionee ceases to be a member of
the Board of Directors and ten years from the date of the grant; provided,
however, that (i) in the event of the optionee's retirement from the Board, such
options are exercisable until the first to occur of five years from the date of
such retirement and ten years from the date of the grant and (ii) in the event
that an optionee ceases to be a member of the Board by reason of death or
disability, such options are exercisable until the first to occur of one year
from the date of such death or disability or ten years from the date of the
grant.
6
9
EXECUTIVE COMPENSATION
The following table sets forth certain information concerning compensation
from the company and its subsidiaries which was awarded to, earned by, or paid
to the chief executive officer of the company and each of the company's four
other most highly compensated executive officers in 1999:
SUMMARY COMPENSATION TABLE
LONG-TERM COMPENSATION
-----------------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
----------------------- ------------------------- -------------
NAME AND RESTRICTED SECURITIES
PRINCIPAL POSITION FISCAL STOCK UNDERLYING LTIP ALL OTHER
AT DECEMBER 31, 1999 YEAR SALARY($) BONUS($)(1) AWARDS($)(2) OPTIONS PAYOUTS($)(3) COMPENSATION($)(4)
- -------------------------- ------ --------- ----------- ------------ ---------- ------------- ------------------
G. H. Glatfelter II....... 1999 377,580 251,296 -- 59,400 74,910 0
President and Chief 1998 254,580 63,459 -- 81,196 92,293 0
Executive Officer 1997 191,580 97,468 -- 12,930 0 0
T. C. Norris.............. 1999 418,658 325,480 -- 33,300 0 4,825
Chairman 1998 418,658 165,518 -- 200,000 366,250 4,825
1997 409,250 274,807 -- 100,000 317,500 4,775
R. P. Newcomer............ 1999 277,884 150,606 -- 32,700 74,910 4,825
Executive Vice President 1998 224,880 61,600 -- 50,720 107,960 4,825
and Chief Financial 1997 191,880 97,596 -- 12,930 0 4,750
Officer
R. S. Lawrence............ 1999 220,104 90,767 -- 16,000 43,382 4,800
Vice President-- 1998 201,054 28,513 -- 27,347 92,293 4,800
General Manager, 1997 181,620 23,108 -- 7,490 0 4,750
Ecusta Division
Leland R. Hall............ 1999 190,008 98,121 -- 16,000 37,717 4,825
Vice President-- 1998 164,035 35,305 -- 25,027 0 4,825
General Manager, 1997 148,995 62,171 -- 6,510 0 4,750
Glatfelter Paper
Division
- ---------------
(1) Reflects distributions under a broad-based profit sharing plan payable to
all salaried employees and bonuses under the Management Incentive Plan for
executive officers and other senior level employees.
(2) At December 31, 1999, Messrs. Glatfelter, Newcomer, Hall and Lawrence held
in the aggregate restricted stock awards for 33,960, 18,711, 9,166 and 9,166
shares of common stock, respectively. At December 31, 1999, the fair market
value of the shares subject to awards held by Messrs. Glatfelter, Newcomer,
Hall and Lawrence was $494,543, $272,479, $133,480 and $133,480,
respectively. Restricted stock will vest at the end of the fourth year after
it is awarded. With respect to Messrs. Glatfelter, Newcomer, Hall and
Lawrence, an amount equal to the cash dividends per share paid on the
company's common stock during the four-year period shall accrue with respect
to each share of restricted stock and be payable at the end of the four-year
period. Further information concerning restricted stock awarded in 1999 is
set forth under "Long-Term Incentive Plan Awards."
(3) For 1998 and 1999 with respect to Messrs. Glatfelter, Newcomer and Lawrence,
represents the payout for performance shares which were awarded in 1995 and
1996, respectively, and for 1999 with respect to Mr. Hall, represents the
payout for performance shares which were awarded in 1996, pursuant to the
1992 Key Employee Long-Term Incentive Plan, for the four-year performance
periods ended December 31, 1998 and 1999, respectively. For 1997 and 1998
with respect to Mr. Norris, reflects payouts of awards
7
10
made in 1991, which vested on May 1, 1997 and 1998, respectively, pursuant
to the 1988 Restricted Common Stock Award Plan.
(4) Other compensation reported for 1999 represents (a) matching contributions
under the company's 401(k) Savings Plan and (b) in the case of Mr. Norris,
Mr. Newcomer and Mr. Hall the $25 payable to them as employees at the
company's Spring Grove mill with service in excess of 25 years.
OPTION GRANTS
The following table sets forth information concerning the number of options
granted during 1999 and the value of unexercised options to purchase common
stock held by the named executive officers at December 31, 1999. Under the terms
of the stock options granted during 1999, none of the options were exercisable
until 2000.
OPTION GRANTS IN 1999
% OF
NUMBER OF TOTAL
SECURITIES OPTIONS GRANT
UNDERLYING GRANTED TO EXERCISE DATE
OPTIONS EMPLOYEES PRICE EXPIRATION PRESENT
NAME GRANTED(#) DURING 1999 ($/SH)(1) DATE VALUE($#)
---- ---------- ----------- --------- ---------- ---------
G. H. Glatfelter II.............. 59,400(1) 12.2 13.28 12/13/09 231,681(2)
T. C. Norris..................... 33,300(1) 6.8 13.28 12/13/09 129,991(2)
R. P. Newcomer................... 32,700(1) 6.7 13.28 12/13/09 127,639(2)
R. S. Lawrence................... 16,000(1) 3.3 13.28 12/13/09 62,497(2)
L. R. Hall....................... 16,000(1) 3.3 13.28 12/13/09 62,497(2)
- ---------------
(1) With respect to Mr. Norris, the options were granted on December 14, 1999
and are exercisable in full on July 1, 2000. Upon retirement Mr. Norris may
exercise these options until the first to occur of five years from the date
of his retirement or December 13, 2009. With respect to the other named
executive officers, the options were granted on December 14, 1999 and are
exercisable with respect to 25% of the total number of shares subject to
option on each of January 1, 2001 and January 1 of the following three
years. Upon retirement, the grantees may exercise these options until the
first to occur of three years from the date of such retirement or December
13, 2009.
(2) The estimated present value at grant date of options granted on December 14,
1999 has been calculated using the Black-Scholes option pricing model, based
upon the following assumptions: estimated time until exercise: ten years; a
risk-free interest rate of 6.28%, representing the interest rate on a U.S.
Government zero-coupon bond on the date of grant with a remaining term
corresponding to the expected life of the options; a volatility rate of
0.2849%; and a dividend yield of 5.37% representing the current $0.70 per
share annualized dividends divided by the fair market value of the common
stock on the date of grant. The approach used in developing the assumptions
upon which the Black-Scholes valuation was done is consistent with the
requirements of Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-Based Compensation."
8
11
YEAR-END OPTION VALUES
The following table sets forth information concerning options exercised in
1999 and the value of unexercised options to purchase common stock held by the
named executive officers at December 31, 1999.
AGGREGATED OPTION EXERCISES IN 1999
AND OPTION VALUES AT DECEMBER 31, 1999
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
SHARES OPTIONS AT 12/31/99 OPTIONS AT 12/31/99($)(1)
ACQUIRED ON VALUE --------------------------- ---------------------------
NAME EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ----------- ----------- ------------- ----------- -------------
G. H. Glatfelter II.... 0 n/a 60,465 147,091 0 226,695
T. C. Norris........... 0 n/a 245,000 133,300 0 264,624
R. P. Newcomer......... 0 n/a 63,115 89,915 0 124,862
L. R. Hall............. 0 n/a 35,596 45,296 0 61,122
R. S. Lawrence......... 0 n/a 52,428 46,780 0 61,122
- ---------------
(1) Value is measured by the difference between the closing price for the
company's common stock on the New York Stock Exchange on December 31, 1999
and the exercise price of the option.
LONG-TERM INCENTIVE PLAN AWARDS
The following table sets forth information concerning the number of shares
of restricted stock granted in 1999 under the company's 1992 Key Employee
Long-Term Incentive Plan.
LONG-TERM INCENTIVE PLAN AWARDS IN 1999
ESTIMATED FUTURE PAYOUTS UNDER
NUMBER OF PERFORMANCE OR NON-STOCK PRICE BASED PLAN
SHARES, UNITS OTHER PERIOD ---------------------------------
OR OTHER UNTIL MATURATION THRESHOLD TARGET MAXIMUM
NAME RIGHTS OR PAYOUT SHARES(#) SHARES(#) SHARES(#)
---- ------------- ---------------- --------- --------- ---------
G. H. Glatfelter II............... 17,440(1) 4 years(2) -- 17,440 --
T. C. Norris...................... 0 -- -- -- --
R. P. Newcomer.................... 9,610(1) 4 years(2) -- 9,610 --
L. R. Hall........................ 4,710(1) 4 years(2) -- 4,710 --
R. S. Lawrence.................... 4,710(1) 4 years(2) -- 4,710 --
- ---------------
(1) Represents restricted stock awarded in 1999 under the 1992 Key Employee
Long-Term Incentive Plan that will vest at the end of four years, subject to
the achievement by the company of a minimum level of earnings per share over
the four-year period. An amount equal to the cash dividends per share paid
on the company's common stock during the four-year period shall accrue with
respect to each share of restricted stock and be payable at the end of the
four-year period. The restricted stock will be forfeited upon termination of
employment during the four-year period for any reason other than retirement,
death or disability.
(2) Restricted stock will vest on December 31, 2003.
EMPLOYEE BENEFIT PLANS
WHAT EMPLOYEE BENEFIT PLANS HAS THE COMPANY ESTABLISHED?
Salary Continuation Plan. The company has a Salary Continuation Plan which
provides for the payment for ten years following the retirement or death of the
participant of an amount which, on an actuarial basis as computed in 1987, was
expected to equal the difference between 55% of the participant's then
9
12
projected compensation at age 60 and the sum of then projected Social Security
and company pension plan retirement benefits to which the participant is
entitled. If the participant dies prior to retirement, the benefits are payable
to the participant's beneficiary. Compensation for purposes of the Salary
Continuation Plan generally includes salary plus cash received and deferred
compensation accrued under the company's Management Incentive Plan and the
former Salaried Employees' Profit Sharing Plan and company contributions under
the Employee Stock Purchase Plan. The company has purchased insurance on the
lives of the participants to provide funds to help offset the costs of benefits
payable under the plan. Mr. Norris is the only active employee who participates
in the plan.
Pension Plan. Officers and directors who are full time employees of the
company participate in the P. H. Glatfelter Company Retirement Plan for Salaried
Employees (the pension plan). Benefits payable under the pension plan are based
upon years of service and average annual compensation for the five consecutive
calendar years during the ten years preceding the year of retirement that yield
the highest average. Retirement benefits under the pension plan are not subject
to any deduction for Social Security benefits. Retirement benefits accrued under
the pension plan for employees of the Ecusta Division are reduced by any pension
benefits payable under a pension plan maintained by a predecessor employer.
Annual compensation for purposes of the pension plan generally includes salary
as listed in the Summary Compensation Table on page 7 (compensation table) plus
bonus listed in the compensation table for the prior year. To the extent
deferral of an award under the company's Management Incentive Plan causes a
reduction in a participant's pension under the pension plan, a pension
supplement (the MIP adjustment supplement) will be paid from the company's
Supplemental Management Pension Plan.
Employees of the Spring Grove mill who earned a vested benefit under the
pension plan before May 1, 1970 (grandfathered Spring Grove participants) may
receive a benefit, if greater than the usual benefit, which does not give effect
to years of service and is based on a percentage of the participant's earnings
as defined in the plan for this purpose, which consist of the sum of (i) the
participant's annual base salary as of the April 30th (or other effective date
for annual compensation adjustments) closest to the retirement date or, if
earlier, the April 30th (or other effective date for annual compensation
adjustments) closest to the participant's 60th birthday and (ii) the
participant's average compensation in excess of annual base salary for the five
year period prior to the year of actual retirement, or, if earlier, the year in
which the employee attains age 60. Annual compensation for such participants
generally means the salary and bonus amounts listed in the compensation table.
The pension plan has been amended to reflect three voluntary early
retirement enhancement programs (the VEREPs) effective in 1998, 1999 and 2000
for eligible salaried employees of the company. Eligible employees who have
elected to participate in one of the VEREPs generally receive enhanced benefits
under the pension plan based on the addition of five years of credited service
and five years of additional age, but not beyond age 65.
Supplemental Executive Retirement Plan. The company has a Supplemental
Executive Retirement Plan (the SERP) consisting of two benefits, either or both
of which are available to those management and executive employees who have been
selected by the company's Compensation Committee for participation therein. The
first benefit, known as the restoration pension, provides an additional pension
benefit based on the participant's pension benefit earned under the terms of the
pension plan, which is intended to restore that portion of the pension plan's
benefit which cannot be paid from that plan due to legal limitations on the
compensation and total benefits payable thereunder. Participants may receive the
restoration pension in a single sum or in any form permitted under the pension
plan, as elected by the participant at the time he first becomes a participant.
The second benefit, known as the FAC pension, pays a monthly pension
benefit equal to a designated percentage of the participant's final average
compensation (as defined below), offset by the actuarially equivalent value of
the participant's benefits under the pension plan and certain company-sponsored
10
13
nonqualified defined benefit pension arrangements, including (if applicable) the
restoration pension. The designated percentage is 2% multiplied by the
participant's years of credited service under the pension plan, but not in
excess of 55%. The FAC pension is payable following the participant's retirement
at or after age 62 in the form of a joint and 75% survivor annuity with the
participant's spouse or, if so requested by the participant and approved by the
company's Compensation Committee, as a single sum. The FAC pension can also be
paid on an early retirement basis as early as age 55, but reduced by 2.5% for
each year by which the early benefit commencement precedes the participant's
attainment of age 62. A survivor benefit is also payable to the participant's
surviving spouse if the participant dies before his benefit commencement date.
Final average compensation means the annualized average of the participant's
eligible compensation for the sixty (60) calendar months immediately preceding
his retirement, which generally means the salary and bonus amounts listed in the
compensation table.
WHAT ARE THE ESTIMATED ANNUAL RETIREMENT BENEFITS OF THE COMPANY'S EXECUTIVES?
The following table shows the estimated annual retirement benefits, payable
in the form of a joint and 75% survivor annuity beginning at age 62, to those
executives, including Messrs. Glatfelter II, Newcomer and Lawrence, who are
eligible for the FAC pension under the SERP. This benefit consists of the sum of
the executive's pension plan benefits and the additional amount necessary to
yield the benefit calculated under the FAC pension.
PENSION PLAN TABLE
ESTIMATED ANNUAL RETIREMENT
AVERAGE ANNUAL BENEFIT BASED ON YEARS OF SERVICE(1)
FIVE YEAR PLAN ---------------------------------------------
COMPENSATION($) 15 20 25 27.5 OR MORE
--------------- ------- ------- ------- ------------
125,000....................... 37,500 50,000 62,500 68,750
150,000....................... 45,000 60,000 75,000 82,500
175,000....................... 52,500 70,000 87,500 96,250
200,000....................... 60,000 80,000 100,000 110,000
250,000....................... 75,000 100,000 125,000 137,500
300,000....................... 90,000 120,000 150,000 165,000
400,000....................... 120,000 160,000 200,000 220,000
500,000....................... 150,000 200,000 250,000 275,000
600,000....................... 180,000 240,000 300,000 330,000
700,000....................... 210,000 280,000 350,000 385,000
800,000....................... 240,000 320,000 400,000 440,000
900,000....................... 270,000 360,000 450,000 495,000
- ---------------
(1) Pension benefit paid as a joint and 75% survivor annuity.
The following executive officers who participate in the pension plan had
the indicated credited years of service at December 31, 1999: G. H. Glatfelter
II: 23 years; T. C. Norris: 40 years; R. P. Newcomer: 27 years; L. R. Hall: 40
years; and R. S. Lawrence: 39 years.
The foregoing table assumes that the executive is a participant in the FAC
pension under the SERP. Of the named executive officers at December 31, 1999,
Mr. Norris and Mr. Hall are not eligible for the FAC pension and therefore
receive a pension determined under the pension plan, together with, as
applicable, the restoration pension and the MIP adjustment supplement.
The accrued annual benefits for Mr. Norris and Mr. Hall under the pension
plan, the restoration pension and the MIP adjustment supplement are $258,348 and
$80,127, respectively. These accrued benefits are payable in the form of a
single life annuity beginning at age 65. As noted above, Mr. Norris also
participates in the Company's Salary Continuation Plan. Each of Mr. Norris and
Mr. Hall also is eligible to receive a 3-year early retirement supplement (under
the company's Supplemental Management Pension Plan) which is paid if
11
14
he retires before attaining age 65 and elects to defer receipt of benefits under
the pension plan until age 65 or, if earlier, until the first day of the 36th
month following his retirement. This benefit pays, for up to three years, a
monthly benefit equal to that calculated under the pension plan and (if
applicable) the restoration pension under the SERP, but with the addition of up
to three years to his age.
COMPENSATION COMMITTEE INTERLOCK
AND INSIDER PARTICIPATION
The Compensation Committee consists of five members of the Board of
Directors: P. R. Roedel (Chairman), R. E. Chappell, N. DeBenedictis, R. S.
Hillas and R. L. Smoot.
REPORT OF COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION
WHAT ARE THE RESPONSIBILITIES OF THE COMPANY'S COMPENSATION COMMITTEE?
The Compensation Committee reviews and approves the elements of the
company's executive compensation program and assesses the effectiveness of the
program as a whole. The Compensation Committee's responsibilities include: (i)
reviewing annually (A) with the company's chief executive officer the job
performance of corporate officers and key senior management employees of the
company and (B) the job performance of the company's chief executive officer as
measured against financial and other objectives and the company's achievements
as compared to certain other companies in the paper and forest products
industry, (ii) reviewing and establishing the level of salaries and benefits for
the chief executive officer, other corporate officers and other key senior
management employees of the company, including but not limited to benefits under
the company's long-term incentive plan, profit sharing plans, defined benefit
and contribution plans and other welfare benefit plans, and (iii) reviewing and
approving the participants in, and the operating rules for awards under, the
company's Management Incentive Plan.
The Compensation Committee from time to time reviews the company's entire
executive compensation structure through an examination of compensation
information for comparable companies and certain broader-based data, including
data relating to the geographic areas in which the company has facilities,
compiled by the company and by compensation and other consulting firms. As used
herein, comparable companies refer to other companies in the paper and forest
products industry (both publicly and privately owned) selected by the company's
compensation consultant and approved by management, which on an overall basis
are most similar to the company in relation to size, products and financial and
other characteristics and in certain cases to general industry and nondurable
manufacturing companies of roughly the same revenue size as the company. The
companies that comprise the Peer Group in the Stock Performance Chart below are
the company's industry-based comparable companies. Certain of the comparable
companies are included in the S&P 500, and therefore are represented in two
indices in the Stock Performance Chart. In examining the compensation paid by
the comparable companies, the Compensation Committee does not analyze the stock
performance of such companies, but does examine their general financial
performance.
WHAT IS THE COMPANY'S PHILOSOPHY REGARDING EXECUTIVE OFFICER COMPENSATION?
The Compensation Committee has generally structured the company's executive
compensation program (i) to be competitive with compensation programs of
comparable companies to enable the company to attract, retain and motivate a
highly qualified executive management team, (ii) to provide a significant
portion of variable-based compensation that is contingent upon
objectively-measured performance to align executive officers' interests with
those of the company's shareholders, and (iii) to include appropriate and
flexible design features in such programs which will be responsive to the
peculiarities of the paper industry and to the
12
15
changing needs of the company. The elements of the company's executive
compensation program are salary, profit sharing, annual incentive compensation,
long-term incentive compensation and other benefits. From time to time the
Compensation Committee solicits the advice of compensation and other consulting
firms to evaluate the company's executive compensation program in order to
ensure that such program is competitive with compensation programs of comparable
companies.
WHAT ARE THE COMPONENTS OF EXECUTIVE COMPENSATION?
Salary. The company's policy is to pay fair salaries at levels which are
sufficient to attract and retain high caliber individuals based on the relative
value of each position, as measured against comparable companies. The
Compensation Committee assigns each executive position a salary grade with a
salary range based on the salary level for similar positions at comparable
companies. Ranges are adjusted by the Compensation Committee periodically and
executives are moved to different salary grades as their job responsibilities or
titles change.
Generally, executive officer salaries are reviewed and approved annually.
The salary for each executive is set by the Compensation Committee after an
assessment of his or her performance and the relation of his or her salary to
the midpoint for the relevant salary range, as well as the company's financial
results and general economic conditions. The factors that were considered in
granting salary increases to executive officers for 1999 were as follows: (i)
the company's financial performance in 1998 relative to other paper companies,
(ii) the salary levels for certain of the executive officers were below the
minimum salary levels of the salary grades for their respective positions and
the salary levels for positions of similar scope and responsibility at
comparable companies and (iii) the Compensation Committee's assessment of the
executive officer's performance as evaluated and reported to the Compensation
Committee by the chief executive officer.
Annual Incentive Compensation. The company has established a profit
sharing plan which covers all of its domestic salaried employees. The plan is
intended to incentivize participants to enhance company performance by offering
them a shared interest in profits each year, up to a maximum of 15% of base
salary.
The Compensation Committee establishes additional incentive bonus
opportunities under its Management Incentive Plan, which are designed to
encourage greater efforts on the part of key salaried employees to increase the
profits of the company. The incentive bonus opportunities potentially represent
a significant portion of total compensation and are intended to correlate with
the financial performance of the company or one or more divisions thereof. The
underlying objectives of the company's Management Incentive Plan are to assure
that incentive bonus awards are at risk annually, to reward senior executives on
the basis of corporate financial results and key mill management personnel on
the basis of mill financial results and to provide an incentive bonus award
structure for key salaried employees of the company that is similar to that of
comparable companies.
To establish financial targets for payment of profit sharing and incentive
awards for 1999, the Committee established separate profit centers for the
company's Global operations, the U.S. Corporate operations, the Glatfelter Paper
Group (representing a combination of the Spring Grove and Neenah mills) and for
each of its domestic mills. The company's senior executives were participants in
the Global and Glatfelter Paper Group profit centers in 1999.
The operating rules established by the Compensation Committee for profit
sharing in 1999 provide for awards of up to 15% of base salary depending on the
percentage return on shareholders' equity for the operations included in the
profit center or, in the case of the domestic mill profit centers, on the
individual mill financial performance for the year.
Under the operating rules established by the Compensation Committee for the
Management Incentive Plan for 1999, the incentive bonus awards for the Global
and U.S. Corporate profit centers were based on the
13
16
earnings per share of the company. The incentive bonus award for all other
profit centers was based on the return on capital employed for each profit
center and on the earnings per share of the company.
The Compensation Committee establishes annual maximum, target and minimum
financial objectives to be achieved for each profit center. Under the plan, when
establishing such financial objectives, the Compensation Committee considers the
current economic climate, the forecast for the company's business and the
historical financial results of the company. This methodology is intended to
induce management to enhance the profitability of the company throughout the
full business cycle, and therefore to provide value to the shareholders of the
company. The Compensation Committee believes that executive officers should not
receive any incentive bonus if the company does not achieve annually established
minimum financial objectives. If the minimum financial objectives are achieved,
the incentive award for an executive officer would be determined by multiplying
a percentage derived from the financial performance of such executive officer's
respective profit center by the midpoint of the salary range for such officer's
salary grade.
The 1999 financial performance of the company's profit centers in which
senior executives are participants resulted in profit sharing awards of one-half
or less of the maximum award attainable under the plan.
For purposes of the Management Incentive Plan, the financial performances
of the Global and Glatfelter Paper Group profit centers for 1999 were modestly
less than the target financial objectives established by the Compensation
Committee. The incentive bonus payments were higher in 1999 than in 1998 because
the company's financial performance was greater than budget and, accordingly,
closer to the target financial performance established by the Compensation
Committee for 1999 than in 1998. In addition, certain senior executives were
promoted into higher salary grades during 1998 commensurate with increased
responsibilities, so their incentive bonuses for 1999 were based on salary
grades with higher salary range midpoints than for 1998.
Long-Term Incentive Compensation. The company's Long-Term Incentive Plan
enables the company to offer key employees equity interests in the company and
other incentive awards, including performance-based stock incentives. Certain
features of the plan (i.e., stock options, performance shares, performance units
and restricted stock) are similar to long-term incentives offered by many of the
comparable companies. The primary purposes of the plan are to (i) attract,
retain, motivate and reward key employees, (ii) provide target long-term
incentive award opportunities which are competitive with comparable companies,
(iii) assure that the awards issued pursuant to the plan reflect the cyclical
and long-term nature of the paper industry, (iv) enable senior executives to
acquire appropriate levels of equity interest in the company in order to
increase the alignment of their interests with those of shareholders and (v)
otherwise strengthen the mutuality of interests between key employees and the
company's shareholders.
In 1995, the company adopted a long-term incentive program, developed at
the direction of the Compensation Committee by an executive compensation
consulting firm, under which stock options and/or performance shares were
granted annually through January 1998 to key employees. The value of such awards
were based upon the value of awards granted to positions of similar scope and
responsibility within comparable companies. Stock options have an exercise price
equal to the fair market value of the company's common stock at the time of the
grant and generally become exercisable in annual 25% increments commencing one
year after the date of grant. Contingent awards of performance shares were
generally made on the first day of a four-year performance period. At the end of
the four-year performance period, the number of shares earned is based upon the
level of achievement of two factors: return on average shareholders' equity and
pre-tax earnings relative performance. If the threshold return on average
shareholders' equity is not attained, no shares are earned. Above the threshold
goals, the contingent award is reduced if the target goals are not met and such
contingent award is supplemented if the target goals are exceeded. Payouts of
earned performance shares are made at the discretion of the Committee in cash or
in common stock of the company at the end of the four-year performance period.
The second four-year performance period under the long-term incentive program
14
17
ended on December 31, 1999. The payouts were moderately above the target
amounts, but were below the maximum amounts, which could have been earned for
such period.
In December 1998, the Compensation Committee revised the long-term
incentive program by making awards of restricted stock in lieu of awards of
performance shares. The grant of stock options continued. In addition, the
grants and awards were made effective in December, whereas in prior years such
grants and awards were approved in December, but made effective on January 1 of
the following year. Restricted stock was substituted by the Committee for
performance shares because the Committee viewed restricted stock, subject to
future vesting, as simpler, more understandable and better serving the objective
of retaining key senior executives. Stock options continue to provide the
necessary long-term incentive. In December 1999, the Compensation Committee made
additional stock option grants and restricted stock awards consistent with the
program instituted in December 1998. The value of the stock option grants and
restricted stock awards made in December 1999 was based upon the value of awards
granted to positions of similar scope and responsibility within comparable
companies. The stock options that were granted in December 1999 had terms and
conditions similar to the stock options granted effective on January 1, 1998 and
in December 1998. Certain executive officers were also granted restricted stock
awards in December 1999 which, similar to the restricted stock awards made in
December 1998, are subject to the continued service of such executive officers
for four years, except in cases of death, disability or retirement, and
achievement of a threshold earnings level established by the Committee.
HOW IS THE COMPANY ADDRESSING INTERNAL REVENUE CODE LIMITS ON DEDUCTIBILITY OF
COMPENSATION?
The Compensation Committee intends that awards made under the Long-Term
Incentive Plan and the Management Incentive Plan will qualify as
performance-based compensation that will be deductible for federal income tax
purposes under Section 162(m) of the Internal Revenue Code.
HOW IS THE COMPANY'S CHIEF EXECUTIVE OFFICER COMPENSATED?
The salary of George H. Glatfelter II, president and chief executive
officer of the company, was increased by 25% effective January 1, 1999, which
moved him above the minimum but well below the mid-point for his salary grade.
In approving this increase the Committee also considered Mr. Glatfelter's role
in guiding the company since he became its chief executive in June 1998. This
was a particularly challenging period of unfavorable business conditions in both
the foreign and domestic paper markets in which the company's financial
performance was favorable when compared to many others in the paper industry.
Mr. Glatfelter's annual incentive bonus award for 1999 reflected the fact
that the financial performance of the company's Global profit center for 1999
was modestly less than the target financial objectives established by the
Compensation Committee. Mr. Glatfelter's incentive bonus payment was higher in
1999 than in 1998 because the company's financial performance was greater than
budget and, accordingly, closer to the target financial performance established
by the Compensation Committee for 1999. In addition, because Mr. Glatfelter was
elected as chief executive officer and promoted to a higher salary grade in
mid-1998, his incentive bonus for 1998 was based on the midpoint of the salary
range for his salary grade at the beginning of 1998, which was lower than the
salary range midpoint for his salary grade in 1999.
The Committee also granted Mr. Glatfelter nonqualified stock options under
the Long-Term Incentive Plan effective December 14, 1999 with a value intended
to approximate 50% of long-term incentive compensation granted to chief
executive officers of comparable companies. The remaining 50% consisted of an
award of restricted stock by the Compensation Committee vesting December 31,
2003, subject to the achievement of a minimum net income level over the
four-year vesting period. The Committee believes that
15
18
this form of stock compensation more closely aligns Mr. Glatfelter's interests
with those of the shareholders of the company.
P. R. Roedel, Chairman
R. E. Chappell
N. DeBenedictis
R. S. Hillas
R. L. Smoot
STOCK PERFORMANCE CHART
The following chart compares the yearly percentage change in the cumulative
total return on the company's common stock during the five years ended December
31, 1999 with the cumulative total return on the S&P 500 Index, the S&P MidCap
400 Index and the company's Peer Group(1). This year the company has included
the S&P MidCap 400 Index, in addition to the S&P 500 Index, in the Stock
Performance Chart because the S&P 500 Index includes only very large companies
that are not comparable in size to the company. The companies comprising the S&P
MidCap 400 Index are more closely related to the company in terms of size. The
comparison assumes $100 was invested on December 31, 1994 in the company's
common stock and in each of the foregoing indices and assumes reinvestment of
dividends.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
FOR THE YEAR ENDED DECEMBER 31, 1999
[PERFORMANCE GRAPH]
P. H. GLATFELTER
COMPANY S&P 500 S&P MIDCAP 400 PEER GROUP
---------------- ------- -------------- ----------
1994 100.00 100.00 100.00 100.00
1995 114.73 137.58 130.94 115.20
1996 125.43 169.17 156.08 126.43
1997 135.05 225.60 206.43 133.67
1998 93.87 290.08 245.86 130.11
1999 116.49 351.12 282.06 167.08
- ---------------
(1) The company's Peer Group consists of companies in the same industry as the
company. The returns of each company in the Peer Group have been weighted
according to their respective stock market capitalization for purposes of
arriving at the Peer Group average. The members of the Peer Group are as
16
19
follows: Bowater, Inc., Chesapeake Corporation, Consolidated Papers Inc., Mead
Corporation, Pope and Talbot, Inc., Potlatch Corporation, Schweitzer-Mauduit
International, Inc., Wausau Mosinee Paper Mills Corporation, Westvaco
Corporation and Willamette Industries.
CERTAIN TRANSACTIONS
Mr. Smoot, a director of the company, is president and chief executive
officer of PNC Bank, National Association, Philadelphia/South Jersey markets.
PNC Bank, National Association (PNC Bank), an indirect subsidiary of PNC Bank
Corp., has a banking relationship with the company and provides general banking
services and credit facilities. As of December 31, 1999, the company had a
$25,000,000 line of credit with PNC Bank. During 1999, the PNC Bank line of
credit was not used. In addition, PNC Bank is one of seven lending institutions
under a $200,000,000 Credit Agreement dated December 22, 1997, which was used to
finance the company's acquisition of the Schoeller & Hoesch specialty paper
business. PNC Bank's committed share of this credit facility is $31,250,000. As
of December 31, 1999, the company's borrowing under the Credit Agreement was
approximately $145,600,000; PNC Bank's portion of this loan was approximately
$22,750,000. All transactions between the company and PNC Bank have been made in
the ordinary course of business and on substantially the same terms as those
prevailing at the time for comparable transactions with other persons.
OWNERSHIP OF COMMON STOCK
The following table sets forth as of March 1, 2000 (except as otherwise
noted) the holdings of (i) each person who is known by the company to own
beneficially more than 5% of the common stock of the company, (ii) each
director, each director nominee and certain executive officers and (iii) all
directors and executive officers of the company as a group. All stock with
respect to which a person has the right to acquire beneficial ownership within
60 days is considered beneficially owned by that person.
AMOUNT AND NATURE OF
BENEFICIAL OWNERSHIP
(NUMBER OF SHARES) PERCENTAGE
-------------------------------- OF CLASS
VOTING AND/OR (IF GREATER
NAME DIRECT(1) INVESTMENT POWER(2) THAN 1%)
---- --------- ------------------- -----------
Principal Holders
PNC Bank Corp...................................... 0 16,321,007(3) 38.5%
Fifth Ave. & Wood St.
Pittsburgh, Pa.
P. H. Glatfelter Family............................ 0 13,505,392(4) 32.0%
Shareholders' Voting Trust
c/o PNC Bank
1600 Market Street
Philadelphia, Pa.
G. H. Glatfelter................................... 0 3,785,819(5) 9.0%
Spring Grove, Pa.
Directors, nominees for director and certain officers
(other than those listed above)
R. E. Chappell..................................... 0 3,500(6) --
N. DeBenedictis.................................... 2,000 2,500(6) --
P. G. Foulkrod..................................... 0 1,890,868(7) 4.5%
G. H. Glatfelter II................................ 1,865 94,287(8) --
L. R. Hall......................................... 3,008 48,198(9) --
R. S. Hillas....................................... 0 17,500(6) --
M. A. Johnson II................................... 10,544 3,036(6) --
17
20
AMOUNT AND NATURE OF
BENEFICIAL OWNERSHIP
(NUMBER OF SHARES) PERCENTAGE
-------------------------------- OF CLASS
VOTING AND/OR (IF GREATER
NAME DIRECT(1) INVESTMENT POWER(2) THAN 1%)
---- --------- ------------------- -----------
R. S. Lawrence..................................... 6,271 65,888(10) --
R. P. Newcomer..................................... 7,529 85,629(11) --
T. C. Norris....................................... 95,923 351,992(12) --
P. R. Roedel....................................... 200 1,500(6) --
J. M. Sanzo........................................ 500 1,500(6) --
R. L. Smoot........................................ 500 1,500(6) --
All directors and executive officers as a group.... 132,845 6,501,649(13) 15.6%
- ---------------
(1) Reported in this column are shares held of record.
(2) Does not include shares reported in Direct Ownership column. For purposes
of the table, shares of common stock are considered beneficially owned by a
person if such person has or shares voting or investment power with respect
to such stock. As a result, the same security may be beneficially owned by
more than one person and, accordingly, in some cases, the same shares are
listed opposite more than one name in the table. Also includes, in some
cases, shares beneficially held by spouses or minor children, as to which
beneficial ownership is disclaimed.
(3) Consists of 9,197,872 shares as to which PNC Bank Corp. has sole voting
power; 7,023,269 shares as to which PNC Bank Corp. has shared voting power;
10,182,710 shares as to which PNC Bank Corp. has sole investment power; and
5,831,730 shares as to which PNC Bank Corp. has shared investment power.
The amounts specified for shared voting power and shared investment power
both include 89,348 shares held by PNC Bank as co-trustee with G. H.
Glatfelter, 990,835 shares held by PNC Bank as co-trustee or co-fiduciary
with P. G. Foulkrod and 5,682 shares held by PNC Bank as co-trustee with G.
H. Glatfelter II. In addition, 13,505,392 shares of the total amount of
shares beneficially held by PNC Bank Corp. are deposited in the voting
trust (see footnotes (4) and (7)). All shares beneficially held by PNC Bank
Corp. are also considered to be beneficially held by its subsidiary, PNC
Bancorp, Inc., and by PNC Bank, a subsidiary of PNC Bancorp, Inc. All of
the above share amounts are as of December 31, 1999.
(4) Consists of shares beneficially owned as of December 31, 1999 by certain
descendants of Philip H. Glatfelter or the spouses of such descendants,
including shares beneficially owned by P. G. Foulkrod, G. H. Glatfelter and
G. H. Glatfelter II, which were deposited in the P. H. Glatfelter Family
Shareholders' Voting Trust dated July 1, 1993 (the voting trust). Shares
deposited in the voting trust may be withdrawn subject to certain
conditions. Co-trustees for the voting trust are William M. Eyster II,
Katherine G. Costello, Elizabeth Glatfelter, Phillip H. Glatfelter IV, H.
Clinton Vaughan and PNC Bank. Co-trustees other than PNC Bank each
represent a family group. The shares deposited in the voting trust may be
voted only in accordance with a majority of votes cast by the co-trustees
pursuant to a weighted formula in which (i) each co-trustee (other than PNC
Bank) is entitled to cast such number of votes as is equal to the number of
shares deposited in the voting trust in which members of his or her family
group have an interest and (ii) PNC Bank is entitled to cast such number of
votes as is equal to the number of shares deposited in the voting trust in
which any fiduciary trust of which PNC Bank is a trustee and which is for
the benefit of one or more Glatfelter family members has an interest. The
co-trustees have no dispositive power with regard to the shares deposited
in the voting trust. The voting trust will continue until it is terminated
by the co-trustees or all of the shares deposited in the voting trust are
withdrawn. The address for each of the co-trustees is c/o PNC Bank, 1600
Market Street, Philadelphia, Pa.
18
21
(5) Includes 1,500 shares subject to the currently exercisable portions of
options as well as 89,348 shares held as co-trustee with PNC Bank, 901,161
shares (of which 4,416 shares are also included in the number of shares
which he holds as co-trustee) which G. H. Glatfelter has the right to
withdraw from certain trusts of which PNC Bank is trustee and 2,793,810
shares which G. H. Glatfelter has the right, on certain conditions, to
purchase from certain trusts of which PNC Bank is trustee. Except for the
1,500 shares subject to currently exercisable options and 2,306,178 shares
which he has the right to purchase, all shares beneficially owned by G. H.
Glatfelter are deposited in the voting trust (see footnote (4)). Does not
include an additional 1,500 shares subject to options which will become
exercisable on May 1, 2000.
(6) Includes 1,500 shares subject to the currently exercisable portions of
options. Does not include an additional 1,500 shares subject to options
which will become exercisable on May 1, 2000.
(7) Includes 1,000 shares held in a retirement plan of which P. G. Foulkrod's
husband is the trustee, 990,835 shares held as co-trustee and 899,033
shares which P. G. Foulkrod has the right to withdraw from a trust of which
PNC Bank is trustee. Except for the 1,000 shares held in the retirement
plan, all shares beneficially owned by P. G. Foulkrod are deposited in the
voting trust (see footnote (4)). Does not include an additional 1,500
shares subject to options which will become exercisable on May 1, 2000.
(8) Includes 87,359 shares subject to the currently exercisable portions of
options. Of the shares beneficially owned by G. H. Glatfelter II, 5,898 are
held as co-trustee with PNC Bank and are subject to the voting trust (see
footnote (4)).
(9) Includes 46,174 shares subject to the currently exercisable portions of
options.
(10) Includes 63,084 shares subject to the currently exercisable portions of
options.
(11) Includes 82,390 shares subject to the currently exercisable portions of
options.
(12) Includes 345,000 shares subject to the currently exercisable portions of
options.
(13) Includes 773,903 shares subject to currently exercisable portions of
options.
G. H. Glatfelter, the voting trust, PNC Bank Corp., PNC Bancorp, Inc. and
PNC Bank may be deemed to be "control persons" of the company for purposes of
the proxy rules and regulations of the Securities and Exchange Commission.
19
22
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
On May 1, 1998, a restricted stock award of 20,000 shares of the company's
common stock vested and was paid to Thomas C. Norris. Mr. Norris did not file a
Form 4 to report the vesting and payment of this restricted stock award until
May 21, 1999.
SHAREHOLDER PROPOSALS
The company has been notified that the following shareholders intend to
present the proposals set forth below for consideration at the annual meeting.
SHAREHOLDER PROPOSAL 1 -- ELIMINATE CLASSIFIED BOARD OF DIRECTORS
Mr. William Steiner, having an office address 4 Radcliff Drive, Great Neck,
New York 11024, beneficial owner of 1,950 shares of common stock, has proposed
the adoption of the following resolution and has furnished the following
statement in support of his proposal:
"RESOLVED, that the stockholders of the Company request that the Board of
Directors take the necessary steps, in accordance with state law, to declassify
the Board of Directors so that all directors are elected annually, such
declassification to be effected in a manner that does not affect the unexpired
terms of directors previously elected.
"SUPPORTING STATEMENT
"The election of directors is the primary avenue for stockholders to
influence corporate governance policies and to hold management accountable for
its implementation of those policies. I believe that the classification of the
Board of Directors, which results in only a portion of the Board being elected
annually, is not in the best interests of the Company and its stockholders.
"I believe that the Company's classified Board of Directors maintains the
incumbency of the current Board and therefore of current management, which in
turn limits management's accountability to stockholders.
"The elimination of the Company's classified Board would require each new
director to stand for election annually and allow stockholders an opportunity to
register their views on the performance of the Board collectively and each
director individually. I believe this is one of the best methods available to
stockholders to insure that the Company will be managed in a manner that is in
the best interests of the stockholders.
"I believe that concerns expressed by companies with classified boards that
the annual election of all directors could leave companies without experienced
directors in the event that all incumbents are voted out by stockholders, are
unfounded. In my view, in the unlikely event that stockholders vote to replace
all directors, this decision would express stockholder dissatisfaction with the
incumbent directors and reflect the need for change.
"I URGE YOUR SUPPORT, VOTE FOR THIS RESOLUTION"
WHAT IS THE BOARD'S RESPONSE TO PROPOSAL 1?
YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE AGAINST THIS PROPOSAL
FOR THE FOLLOWING REASONS:
The company's Board of Directors has been divided into three classes,
serving staggered three-year terms, for many years. The Board continues to
believe that the election of directors by classes is in the best interests
of the company and its shareholders and should not be changed.
20
23
The Board rejects the notion that directors elected every three years
are less accountable to the shareholders than directors elected annually.
Each director is subject to the same standard of performance and
responsibility to shareholders regardless of the length of the director's
term of office. In addition, a classified board provides at least two
principal benefits to the company.
First, the election of directors by classes allows continuity and
consistency of business strategy and policy and permits the company to
implement a long-term strategy and to focus on long-term performance, all
with a goal of enhancing shareholder value. A classified board helps ensure
that a majority of the directors at any given time have prior experience as
directors of the company and are knowledgeable about its business and
affairs. At the same time, through the annual election of one-third of the
Board, the shareholders have an opportunity each year to review the
effectiveness of the Board and to make changes in the composition of the
Board without wholesale and disruptive changes at one time.
Secondly, when directors are divided into three classes, a change in
the composition of a majority of the Board normally requires at least two
shareholder meetings, instead of one. Therefore, the Board believes that
the election of directors by classes reduces the vulnerability of the
company to potentially hostile and abusive takeover tactics and encourages
potential acquirors to initiate arm's-length negotiations with both
management and experienced directors. While a classified Board does not
preclude unsolicited acquisition proposals, it does help eliminate the
threat of imminent removal and better positions the incumbent Board to act
to maximize the value of an appropriate acquisition to all shareholders and
other constituents.
Even if this proposal is approved by the shareholders, it will only
represent an expression of the wishes of the shareholders and will not be
binding on the Board of Directors. The Board would still be required to
determine whether a change in the present system of electing directors is
in the best interests of the company and could decide, in the exercise of
its business judgment, to retain the existing classified Board.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THE ADOPTION OF THIS
SHAREHOLDER PROPOSAL AND YOUR PROXY WILL BE SO VOTED IF THE PROPOSAL IS
PRESENTED UNLESS YOU SPECIFY OTHERWISE.
SHAREHOLDER PROPOSAL 2 -- MAXIMIZE VALUE
Mr. Charles Miller, having an office address at 23 Park Circle, Great Neck,
New York 11024, beneficial owner of 500 shares of common stock, has proposed the
adoption of the following resolution and has furnished the following statement
in support of his proposal:
"Resolved that the shareholders of P. H. Glatfelter Company Corporation
urge the P. H. Glatfelter Company Board of Directors to arrange for the prompt
sale of P. H. Glatfelter Company to the highest bidder.
"The purpose of the Maximize Value Resolution is to give all P. H.
Glatfelter Company shareholders the opportunity to send a message to the P. H.
Glatfelter Company Board that they support the prompt sale of P. H. Glatfelter
Company to the highest bidder. A strong and or majority vote by the shareholders
would indicate to the board the displeasure felt by the shareholders of the
shareholder returns over many years and the drastic action that should be taken.
Even if it is approved by the majority of the P. H. Glatfelter Company shares
representedoutstanding and entitled to vote at the Special Meeting is required to approve and adopt the amendments to the Company’s Articles of Incorporation and Bylaws to implement a majority voting standard for uncontested director elections. Abstentions and shares not in attendance and not voted at the Special Meeting will not count as a vote cast on this proposal but will have the same effect as a vote “Against” the proposal.
The proposed amendments presented in Proposal 1 are contingent upon the approval of Proposal 2. The amendments in Proposal 1 will implement a majority voting standard for the election of directors in uncontested director elections. In contested elections, directors would continue to be elected by a plurality vote of shareholders. The proposed amendment presented in Proposal 2 below, which is not contingent upon the approval of Proposal 1, will eliminate cumulating voting in all director elections.
Elimination of Cumulative Voting. The affirmative vote of a majority of the common shares of the Company outstanding and entitled to vote at the Special Meeting is required to approve and adopt the amendment to the Company’s Articles of Incorporation to eliminate cumulative voting in director elections. Abstentions and shares not in attendance and not voted at the Special Meeting will not count as a vote cast on this proposal but will have the same effect as a vote “Against” the proposal. The proposed amendments in Proposal 2 are not contingent upon the approval of any other Proposal.
Fix Board Size by Board Resolution. The affirmative vote of a majority of the common shares of the Company outstanding and entitled to vote at the Special Meeting is required to approve and adopt the amendment to the Company’s Bylaws to allow the Board to set its size by resolution. Abstentions and shares not in attendance and not voted at the Special Meeting will not count as a vote cast on this proposal but will have the same effect as a vote “Against” the proposal. The proposed amendment in Proposal 3 is not contingent upon the approval of any other Proposal.
Elimination of Designated Annual Meeting Date and Time. The affirmative vote of a majority of the common shares of the Company outstanding and entitled to vote at the Special Meeting is required to approve and adopt the amendment to the Company’s Bylaws to eliminate a designated annual meeting date and time. Abstentions and shares not in attendance and not voted at the Maximize Value
ResolutionSpecial Meeting will not count as a vote cast on this proposal but will have the same effect as a vote “Against” the proposal. The proposed amendment in Proposal 4 is not contingent upon the approval of any other Proposal.
| 2022 PROXY STATEMENT | › | 18 |
| FREQUENTLY ASKED QUESTIONS |
Proxy Access. The affirmative vote of a majority of the votes of the common shares of the Company and entitled to vote at the Special Meeting is required to approve and adopt the amendment to the Company’s Bylaws to provide for proxy access. Abstentions and shares not in attendance and not voted at the Special Meeting will not count as a vote cast on this proposal but will have the same effect as a vote “Against” the proposal. The proposed amendment in Proposal 5 is not contingent upon the approval of any other Proposal.
Shareholder Approval – Voting Standards. The affirmative vote of a majority of the votes entitled to be bindingcast at the Special Meeting is required to approve and adopt the amendments to the Company’s Bylaws to provide for majority voting standards. Abstentions and shares not in attendance and not voted at the Special Meeting will not count as a vote cast on this proposal but will have the same effect as a vote “Against” the proposal. The proposed amendments presented in this Proposal 6 are not contingent upon the approval of any other Proposal.
What are the Board of Directors’ recommendations for voting on these proposals?
The Board recommends a vote:
FOR the approval of an amendment to the Articles of Incorporation and Bylaws of the Company to implement a majority voting standard for uncontested director elections;
FOR the approval of an amendment to the Articles of Incorporation of the Company to eliminate cumulative voting in director elections;
FOR the amendment of the Bylaws to allow the Board to set its size by resolution;
FOR the amendment of the Bylaws to eliminate the designated annual meeting date and time;
FOR the amendment of the Bylaws to provide for proxy access; and
FOR the amendment of the Bylaws to clarify the Company’s voting standards.
What are my options for voting on these proposals?
A shareholder is entitled to one vote per share of stock owned on the P. H. Glatfelter Company Board. The
proponent however believes that if this resolution receives substantial supportRecord Date, on each item of business presented at the Special Meeting.
For the proposal to amend the Articles of Incorporation to implement majority voting for the election of directors in uncontested elections, a shareholder may either vote “For” or “Against” the proposal or “Abstain” from voting.
For the shareholders,proposal to amend the Articles of Incorporation to eliminate cumulative voting, a shareholder may either vote “For” or “Against” the proposal or “Abstain” from voting.
For the proposal to amend the Bylaws to set the size of the board by a Board Resolution, a shareholder may chooseeither vote “For” or “Against” the proposal or “Abstain” from voting.
For the proposal to carry outamend the requestBylaws to eliminate a designated annual meeting date and time, a shareholder may either vote “For” or “Against” the proposal or “Abstain” from voting.
For the proposal to amend the Bylaws to add shareholder Proxy Access Rights, a shareholder may either vote “For” or “Against” the proposal or “Abstain” from voting.
For the proposal to amend the Bylaws to provide for majority voting standards, 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 Special Meeting?
No, the Company’s Bylaws do not provide for the submission of other business to a special meeting of stockholders, and therefore, the business to be acted upon at the Special Meeting will be limited to the business set forth in this proxy statement.
How may a shareholder communicate with the resolution.
"The prompt auctionCompany’s Board or the independent directors of P. H. Glatfelter Company should be accomplished by
any appropriate process the board chooses to adopt including a saleCompany?
Interested parties may address written correspondence to the highest bidder whether in cash, stock,Board or any individual director (whether Management or independent), c/o Company Secretary, Glatfelter Corporation, 4350 Congress Street, Suite 600, Charlotte, NC 28209. 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 combination of both. It is expected
that the board will uphold its fiduciary dutiesdirector to the utmost duringchair of the process.
21
24
"The proponent further believes that if the resolution is adopted, the
management and the board will interpret such adoption as a message from the
company's stockholders that it is no longer acceptableBoard committee responsible for the board to continue
with its current management plan and strategies.
"I URGE YOUR SUPPORT, VOTE FOR THIS RESOLUTION"
WHAT IS THE BOARD'S RESPONSE TO PROPOSAL 2?
YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE AGAINST THIS PROPOSAL
FOR THE FOLLOWING REASONS:
The Board takes its responsibilitiesmatter addressed in the communication. All communications regarding accounting, internal controls, or auditing matters will be forwarded to the company and its various
constituencies very seriously. In that regard,chair of the Audit Committee. Alternatively, the Board is intensely
focused on maximizing the value ofhas established a shareholder's investment in the
company. The Board is committedmethod for interested parties to enhancing value over the long term as
opposed to a short-term result. The Board strongly disagreescommunicate directly with the proposition that a prompt auction ofentire Board or any independent director by calling the company resulting in a sale to the
highest bidder would maximize value to its shareholders. The Board's belief
had the support of the overwhelming majority of the shareholders who voted
against an identical proposal submitted to the company for its 1998 Annual
Meeting.
The Board and management continue to seek to maximize shareholder
value through several initiatives. The company is undertaking an extensive
review of its business in order to refine its vision and strategy and
develop the action steps required for implementation. This review, which
includes the aid of an outside consultant, represents the most
comprehensive strategic planning effort in the history of the company. Our
new vision and strategy will be fully in place later this year.
Our strategy will include an emphasis on customer focus, the
acceleration of new product development, redeployment of certain of our
assets and a number of supply chain management initiatives that will have
direct impact on financial performance. The company will emphasize its
higher value-added, technically engineered products and exit some of its
lower-margin, less efficient businesses. A recent example of implementing
this strategy is the December 1999 announcement of a capacity reduction for
certain of the company's less profitable tobacco papers. While reducing
sales revenues, this action was designed to enhance long-term profitability
and, ultimately, the return to shareholders.
The company will also employ a disciplined approach to growth through
strategic alliances, joint ventures and/or acquisitions. The acquisition of
the Schoeller & Hoesch group (S&H) in 1998 illustrates the success of this
strategy. S&H made important contributions to the company's earnings in
both 1998 and 1999. The company will evaluate attractive acquisition
opportunities which have the potential to meet the return on capital
hurdles established for the company.
A sale of the companyCompany’s toll-free Integrity Helpline at this time would foreclose the full
opportunity for the company and its shareholders to benefit from the
strategic initiatives which the company is developing and is in the process
of implementing.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THE ADOPTION OF THIS
SHAREHOLDER PROPOSAL AND YOUR PROXY WILL BE SO VOTED IF THE PROPOSAL IS
PRESENTED UNLESS YOU SPECIFY OTHERWISE.
22
25
OTHER BUSINESS
1-800-346-1676.
| 2022 PROXY STATEMENT | › | 19 |
As of the date of this proxy statement, the Board of Directors knows of no business that will be presented for consideration at the annual meetingSpecial Meeting other than the items referred to above. If any other matter is properly brought before the meetingSpecial Meeting for action by shareholders, which under applicable proxy regulations
need not be included in this proxy statement or which the Board did not know
would be presented a reasonable time before this solicitation, the persons named in the accompanying proxy will have discretionary authority to vote proxies with
respect tofor such matter in accordance with their best judgment.
/s/ M. R. Mueller
M. R. MUELLER,
Secretary
March 24, 2000
23
26
[RECYCLE LOGO]
Printed
The Company is permitted by SEC regulations to deliver a single Special Report or proxy statement to any household at which two or more registered shareholders have the same last name and address, unless the Company has received instructions to the contrary from one or more of the shareholders. This is known as “householding” and is intended to save the cost of delivering multiple duplicate copies of the proxy materials to the same address. The Company will continue to include a separate proxy card for each registered shareholder account.
The Company will deliver promptly, upon written or oral request, a separate copy of the proxy statement, as applicable, to a shareholder at a shared address to which a single copy of the documents was delivered. The shareholder should send a written request to Glatfelter Corporation, 4350 Congress Street, Suite 600, Charlotte, NC 28209, or call us at (717) 225-2719, if the shareholder (1) wishes to receive a separate copy of the proxy statement for the Special Meeting; (2) wishes to receive separate copies of the proxy statements for future special meetings of shareholders; or (3) is sharing an address and wishes to request delivery of a single copy of the proxy statements if the shareholder is now receiving multiple copies of proxy statements.
| 2022 PROXY STATEMENT | › | 20 |
Appendix A
GLATFELTER CORPORATION
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
ARTICLE I
The name of the corporation is
GLATFELTER CORPORATION
ARTICLE II
The name of the Corporation’s Commercial Registered Office Provider and the county of venue is Corporation Service Company, Dauphin County.
ARTICLE III
The purpose or purposes for which the corporation is organized are to acquire by purchase, or otherwise, own, buy, sell and deal in standing timber lands, and to buy, cut, haul, drive and sell timber and logs, and to saw and otherwise work the same, and to buy, manufacture and sell lumber, bark, wood, pulp and all products made therefrom; to manufacture, produce, purchase, sell and deal in any and all kinds of papers, and in all ingredients, products and compounds thereof, and in any and all materials that now are or hereafter may be used in or in connection with such manufacture, including the manufacture of wood pulp and any other fibre; and to engage in, and to do, any other lawful act concerning any or all lawful business for which corporations may be incorporated under the Business Corporation Law of the Commonwealth of Pennsylvania, including, but not limited to, manufacturing, processing, owning, using and dealing in personal property of every class and description, engaging in research and development, furnishing services, and acquiring, owning, using and disposing of real property of any nature whatsoever.
ARTICLE IV
The term for which the corporation is to exist is perpetual.
ARTICLE V
| 1. | The aggregate number of shares which the corporation (hereinafter referred to as the “Company”) has authority to issue is 120,040,000 shares divided into two classes consisting of (a) 40,000 shares of Preferred Stock of the par value of $50 each; and (b) 120,000,000 shares of Common Stock of the par value of $.01 each. Each share of Common Stock of the par value of $.01 each which is issued and outstanding when this provision becomes effective, including each share owned by the Company, shall be reclassified as two fully paid and non-assessable shares of Common Stock of the par value of $.01 each, which shall be included in the 120,000,000 shares of Common Stock herein authorized. Any or all classes and series of shares, or any part thereof, may be represented by certificates or may be uncertificated shares, provided, however, that any shares represented by a certificate that are issued and outstanding shall continue to be represented thereby until the certificate is surrendered to the Company. The rights and obligations of the holders of shares represented by certificates and the rights and obligations of the holders of uncertificated shares of the same class and series shall be identical. |
| 2. | The Board of Directors of the Company (hereinafter referred to as the “Board of Directors”) may designate the powers, preferences and rights, qualifications, limitations and restrictions of all classes of stock of the Company which are not fixed by the Articles of Incorporation by resolution or resolutions. |
| 2022 PROXY STATEMENT | › | A-1 |
| APPENDIX A |
PREFERRED STOCK
| 3. | The Preferred Stock may be issued at any time or from time to time in any amount, not exceeding in the aggregate the total number of shares of Preferred Stock hereinabove authorized, as Preferred Stock of one or more series, as hereinafter provided, and for such lawful consideration as shall be fixed from time to time by the Board of Directors. All shares of any one series of Preferred Stock shall be alike in every particular, each series of Preferred Stock shall be distinctively designated by letter or descriptive words, and all series of Preferred Stock shall rank equally and be identical in all respects except as permitted by the provisions of Section 4 of this Article. |
| 4. | To the extent that this Article does not establish series of Preferred Stock and fix and determine the variations in the relative rights and preferences as between series, authority is hereby expressly granted to and vested in the Board of Directors at any time, or from time to time, to authorize the issue of Preferred Stock as Preferred Stock of one or more series and, in connection with the creation of each such series, to fix by resolution or resolutions providing for the issue of shares thereof the designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, of such series, to the full extent now or hereafter permitted by the laws of the Commonwealth of Pennsylvania, in respect of the matters set forth in the following subdivisions (a) to (g), inclusive: |
| (a) | The designation of such series; |
| (b) | The dividend rate of such series; |
| (c) | The price at, and the terms and conditions on, which shares of such series may be redeemed, subject to the provisions of subdivision (e) of Section 5 of this Article; |
| (d) | The amounts payable upon shares of such series in the event of voluntary liquidation of the Company; |
| (e) | Subject to the limitations provided by law, whether or not the shares of such series shall be entitled to the benefit of a sinking fund to be applied to the purchase or redemption of shares of such series, and if so entitled, the amount of such fund, the manner of its application and the sinking fund redemption price; |
| (f) | Whether or not the shares of such series shall be made convertible into, or exchangeable for, shares of any other class or classes or of any other series of the same or any other class or classes of stock of the Company, and, if made so convertible or exchangeable, the conversion price or prices, or the rates of exchange, and the adjustments, if any, at which, and all other terms and conditions upon which, such conversion or exchange may be made; and |
| (g) | Whether or not the shares of such series shall be entitled to other special rights in addition to those in this Article provided for, including, without limitation, restrictive provisions with respect to the issue of additional shares of stock of the same class or series or of any other class of the Company or of any subsidiary, restrictive provisions with respect to the payment of dividends upon, or the making of any other distribution in respect of, or the making of any purchase or redemption of, stock of any class of the Company or of any subsidiary, and the incurring of indebtedness, secured or unsecured, by the Company or by any subsidiary, and, if so, the nature thereof. |
The Board of Directors may from time to time authorize and direct by resolution or resolutions an increase in the number of shares of any series of Preferred Stock already created by specifying that any or all unissued shares of Preferred Stock shall be assigned to and included in such series and/or a decrease in the number of shares of any such series (but not below the number of shares thereof then outstanding) by specifying that any or all unissued shares of Preferred Stock previously assigned to such series shall no longer be included therein.
| 5. | (a) The holders of shares of Preferred Stock of each series shall be entitled to receive, when and as declared by the Board of Directors, dividends at the rate for such series fixed in Section 4 of this Article or fixed by resolution or resolutions as provided in Section 4 of this Article and no more, payable quarterly on the first days of February, May, August and November in each year (the quarterly periods ending on the first days of such months, respectively, being herein designated as dividend periods), in each case from the date of cumulation, as hereinafter in subdivision (f) of this Section 5 defined, of such series. Such dividends shall be cumulative (whether or not in any dividend period or periods there shall be net profits or net assets of the Company legally available for the payment of such dividends), so that if at any time full cumulative dividends upon the |
| 2022 PROXY STATEMENT | › | A-2 |
| APPENDIX A |
outstanding Preferred Stock of all series to the end of the then current dividend period shall not have been paid or declared and set apart for payment, the amount of the deficiency shall be fully paid, but without interest, either by redemption and the payment or deposit, as provided in subdivision (e) hereof, of the redemption price thereof or by dividends in the amount of such deficiency paid or declared and set apart for payment on each such series, before any sum or sums shall be set aside for or applied to the purchase or redemption of Preferred Stock of any series, Common Stock or any other class of stock ranking junior to the Preferred Stock and before any dividend shall be paid or declared or any other distribution ordered or made upon the Common Stock or any other class of stock ranking junior to the Preferred Stock, provided that any moneys theretofore set aside for any sinking fund provided for in Section 4 of this Article or by resolution or resolutions as provided in Section 4 of this Article may be applied to the purchase or redemption of the Preferred Stock in accordance with the terms of Section 4 of this Article or in accordance with the terms of such resolution or resolutions. |
All dividends declared on Ecusta Sparlite
Manufacturedthe Preferred Stock of the respective series outstanding shall be declared pro rata, so that the amounts of dividends declared per share on the Preferred Stock of different series shall in all cases bear to each other the same ratio that full cumulative dividends on such respective series bear to each other.
| (b) | After full cumulative dividends to the end of the then current dividend period upon the outstanding Preferred Stock of all series shall have been paid or declared and set apart for payment, and before any sum or sums shall be set aside for, or applied to, the purchase of Common Stock or any other class of stock ranking junior to the Preferred Stock and before any dividend shall be paid or declared or any other distribution ordered or made upon the Common Stock or any other class of stock ranking junior to the Preferred Stock, the Company shall set aside as a sinking fund, when and as required, out of any funds legally available for that purpose, in respect of each series of Preferred Stock any shares of which shall at the time be outstanding and in respect of which a sinking fund for the purchase or redemption thereof has been provided for in Section 4 of this Article or by resolution or resolutions as provided in Section 4 of this Article, the sum or sums required by the terms of Section 4 of this Article or by the terms of such resolution or resolutions as a sinking fund to be applied in the manner specified therein. |
Preferred Stock of any series purchased or redeemed by the Ecusta Divisionuse of sinking fund moneys or purchased or redeemed otherwise than by the use of sinking fund moneys and applied by the Company as a credit against sinking fund payments, shall be cancelled and shall not be reissued.
| (c) | After full cumulative dividends to the end of the then current dividend period upon the Preferred Stock of all series then outstanding shall have been paid or declared and set apart for payment, and after the Company shall have complied with the provisions of the foregoing subdivision (b) of this Section 5 in respect of any and all amounts then or theretofore required to be set aside or applied in respect of any sinking fund mentioned in said subdivision (b), then and not otherwise, the holders of the Common Stock shall, subject to the provisions of this Article and of any resolution providing for the issue of any series of the Preferred Stock, be entitled to receive such dividends as may be declared by the Board of Directors. |
| (d) | In the event of any liquidation, dissolution or winding up of the Company, the holders of the Preferred Stock of each series then outstanding shall be entitled to receive out of the assets of the Company available for distribution to its stockholders, whether from capital, surplus or earnings, before any distribution of the assets shall be made to the holders of the Common Stock or any other class of stock ranking junior to the Preferred Stock, if such liquidation, dissolution or winding up shall be involuntary, the sum of $50 for every share of their holdings of Preferred Stock of such series plus full cumulative dividends thereon to the date of final distribution, and if such liquidation, dissolution or winding up shall be voluntary, the amount fixed in Section 4 of this Article or fixed by resolution or resolutions as provided in Section 5 of this Article for every share of their holdings of Preferred Stock of such series; and in the event of any such distribution of assets, the holders of the Common Stock shall be entitled, to the exclusion of the holders of the Preferred Stock, to share ratably in all assets of the Company thereafter remaining according to the number of shares of the Common Stock held by them respectively. If upon any liquidation, dissolution or winding up of the Company the amounts payable on or with respect to the Preferred Stock of all series are not paid in full, the holders of shares of Preferred Stock of all series shall share ratably in any distribution of assets in proportion to the respective amounts which would be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to the Preferred Stock of all series were paid in full. Neither the merger or consolidation of the Company into or with any other corporation, nor the merger or |
| 2022 PROXY STATEMENT | › | A-3 |
| APPENDIX A |
consolidation of any other corporation into or with the Company, nor a sale or lease of all or substantially all the assets of the Company, shall be deemed to be a liquidation, dissolution or winding up of the Company. |
| (e) | The Preferred Stock of all series, or of any series thereof, or any part of any series thereof, at any time outstanding, may be redeemed by the Company, at its election expressed by resolution of the Board of Directors, at any time or from time to time (which time, when fixed in each case, is hereinafter called the “redemption date”), upon not less than thirty (30) days’ previous notice to the holders of record of the Preferred Stock to be redeemed, given by mail in such manner as may be prescribed by resolution or resolutions of the Board of Directors, at the redemption price or prices fixed in Section 4 of this Article or fixed by resolution or resolutions as provided in Section 4 of this Article for the Preferred Stock to be redeemed. If less than all the outstanding shares of the Preferred Stock of any series is to be redeemed, the redemption may be made either by lot or pro rata in such manner as may be prescribed by resolution of the Board of Directors. The Company may, if it so elects, provide moneys for the payment of the redemption price by depositing the amount thereof, after notice of redemption has first been mailed, for the account of the holders of Preferred Stock entitled thereto with a bank or trust company doing business in the City of Philadelphia, Pennsylvania, or in the Borough of Manhattan, in the City of New York, and having capital and surplus of at least Five Million Dollars ($5,000,000) (the date of any such deposit being hereinafter called the “date of deposit”). In such event, the notice of redemption shall include a statement of the date of deposit and the name and address of the bank or trust company with which the deposit will be made. From and after the redemption date (unless default shall be made by the Company in providing moneys for the payment of the redemption price), or, if the Company shall make such deposit on or before the date specified therefor in the notice, then on and after the date of deposit, all rights of the holders thereof as stockholders of the Company shall cease and terminate, except the right to receive the redemption price as hereinafter provided and except any conversion rights not theretofore expired. Anything herein or in any resolution providing for the issue of any series of the Preferred Stock to the contrary notwithstanding, said redemption price shall include an amount equal to full cumulative dividends on the Preferred Stock to be redeemed to the redemption date thereof, and the Company shall not be required to declare or pay on such Preferred Stock to be redeemed, and the holders thereof shall not be entitled to receive, any dividends in addition to those thus reflected in the redemption price; provided, however, that the Company may pay in regular course any dividends thus reflected in the redemption price either to the holders of record on the record date fixed for determination of stockholders entitled to receive such dividends (in which event, anything herein to the contrary notwithstanding, the amount so deposited need not include any dividends so paid or to be paid), or as part of the redemption price upon surrender of the certificates for the shares redeemed. On and after the redemption date, or, if the Company shall elect to deposit the moneys for such redemption as herein provided, then on and after the date of deposit, the holders of record of the Preferred Stock to be redeemed shall be entitled to receive the redemption price upon actual delivery to the Company or, in the event of such a deposit, to the bank or trust company with which such deposit is made, of certificates for the number of shares to be redeemed (such certificates, if required, to be properly stamped for transfer and duly endorsed in blank or accompanied by proper instruments of assignment and transfer duly endorsed in blank). Any moneys so deposited which shall remain unclaimed by the holders of such Preferred Stock at the end of six (6) years after the redemption date shall be paid by such bank or trust company to the Company; provided, however, that all moneys so deposited, which shall not be required for such redemption because of the exercise of any right of conversion or exchange, shall be returned to the Company forthwith. Any interest accrued on moneys so deposited shall be paid to the Company from time to time. Preferred Stock redeemed pursuant to the provisions of this subdivision (e) shall be cancelled and shall not be reissued. |
| (f) | The term “full cumulative dividends” whenever used in this Article with reference to any share of any series of the Preferred Stock shall be deemed to mean (whether or not in any dividend period, or any part thereof, in respect of which such term is used there shall have been net profits or net assets of the Company legally available for the payment of such dividends) that amount which shall be obtained by multiplying the full dividend rate for such series fixed in Section 4 of this Article or fixed by resolution or resolutions as provided in Section 4 of this Article by the period of time elapsed from the date of cumulation of such series to the date as of which full cumulative dividends are to be computed |
| 2022 PROXY STATEMENT | › | A-4 |
| APPENDIX A |
(including the elapsed portion of the current dividend period), less the amount of all dividends paid, or deemed paid upon such share. |
The term “date of cumulation” as used in this Article with reference to any series of the P. H. Preferred Stock shall be deemed to mean the February 1, May 1, August 1 or November 1 on which, or next preceding the date on which, shares of Preferred Stock of such series shall first be issued.
In the event of the issue of additional Preferred Stock of any then existing series, all dividends paid on Preferred Stock of such series prior to the issue of such additional Preferred Stock, and all dividends declared and payable to holders of Preferred Stock of such series of record on any date prior to such additional issue, shall be deemed to have been paid on the additional Preferred Stock so issued.
The term “stock ranking junior to the Preferred Stock”, whenever used in this Article, shall mean any stock of the Company over which the Preferred Stock has preference or priority in the payment of dividends or in the distribution of assets on any dissolution, liquidation or winding up of the Company
| (g) | Except as otherwise required by the statutes of the Commonwealth of Pennsylvania and as otherwise provided in this Article, and subject to the provisions of the by-laws of the Company, as from time to time amended, with respect to the closing of the transfer books and the fixing of a record date for the determination of stockholders entitled to vote, the holders of the Common Stock shall exclusively possess voting power for the election of directors and for all other purposes, and the holders of the Preferred Stock shall have no voting power and shall not be entitled to any notice of any meeting of stockholders. |
Provided, however, that if and whenever a default in preferred dividends, as hereinafter defined, shall exist, the holders of the outstanding Preferred Stock, voting separately as a class, shall have the right to elect two directors at the annual meeting of stockholders of the Company for the election of directors next succeeding the occurrence of such default, and at each such annual meeting thereafter so long and only so long as such default shall exist. The term of office of each such director elected by the holders of the Preferred Stock as aforesaid shall continue until the next annual meeting of stockholders of the Company for the election of directors, notwithstanding that prior to the end of such term the default in preferred dividends shall cease to exist. If, prior to the end of such term, a vacancy in the office of such director shall occur by reason of his death, resignation, removal or disability, or for any other cause, such vacancy shall be filed for the remainder of the term in the manner provided in the by-laws of the Company; provided, that, if such vacancy shall be filled by election by the stockholders at a meeting thereof, the holders of the then outstanding Preferred Stock, voting separately as a class, shall have the right to fill such vacancy for the remainder of the term, unless at the time of such election or default in preferred dividends shall exist. At any meeting of stockholders at which the holders of Preferred Stock shall be entitled to vote for the election of a director or directors as aforesaid, the holders of twenty-five percent (25%) of the then outstanding Preferred Stock present in person or by proxy shall be sufficient to constitute a quorum for the election of such director or directors and for no other purpose, and the vote of the holders of a majority of the Preferred Stock so present at such meeting at which there shall be a quorum, shall be sufficient to elect such director or directors. For the purposes of this subdivision (g), a default in preferred dividends shall be deemed to have occurred whenever, on any dividend payment date, the amount of unpaid full cumulative dividends upon any series of the Preferred Stock shall be equivalent to eight (8) quarterly dividends thereon or more, and, having so occurred, such default shall be deemed to exist thereafter until, but only until, full cumulative dividends on all shares of Preferred Stock then outstanding of each and every series, to the end of the last preceding dividend period, shall have been paid. Nothing herein contained shall be deemed to prevent an amendment of the by-laws of the Company, in the manner therein provided, which shall increase the number of directors of the Company or to prevent any other change in the number of directors of the Company.
| (h) | So long as any shares of the Preferred Stock of any series shall be outstanding, the Company shall not without the consent given by resolution adopted at a meeting duly called for that purpose of the holders of record of at least two-thirds of the number of shares of the Preferred Stock of all series then outstanding: |
| (i) | alter or change the designations or the powers, preferences or rights, or the qualifications, limitations or restrictions thereof, of the Preferred Stock or of any series thereof in any material respect prejudicial to the holders thereof; |
| 2022 PROXY STATEMENT | › | A-5 |
| APPENDIX A |
| (ii) | create any new class of stock having preference over the Preferred Stock as to dividends or assets, or create any obligation or security of the Company convertible into shares of stock of any class having such preference over the Preferred Stock; |
| (iii) | sell, transfer or lease all, or substantially all, the assets of the Company unless as a part of such transaction or prior thereto the Preferred Stock of all series shall be retired or called for redemption and the necessary funds therefor deposited as provided in subdivision (e) hereof; or |
| (iv) | effect a statutory merger or consolidation of or with any other corporation or corporations; provided that such consent shall not be necessary if as a result of such merger or consolidation (A) the Company shall be the surviving corporation and the Preferred Stock then outstanding shall continue to be outstanding, there shall be no alteration or change in the designations or the powers, preferences or rights, or the qualifications, limitations or restrictions thereof, in any material respect prejudicial to the holders thereof, there shall be no increase in the authorized number of shares of Preferred Stock, and there shall not be created any new class of stock having preference over, or being on a parity with, the Preferred Stock as to dividends or assets, or (B) if the Company shall not be the surviving corporation, the shares of the Preferred Stock of each series then outstanding shall be converted into, or be exchangeable for, a like number of shares of preferred stock of the surviving corporation which preferred stock shall have substantially the same designations, powers, preferences and rights, and qualifications, limitations or restrictions thereof, as the Preferred Stock of such series, and there shall not be outstanding or created any class of stock of the surviving corporation having preference over, or being on a parity with, such preferred stock as to dividends or assets. |
| (i) | So long as any shares of the Preferred Stock of any series shall be outstanding, the Company shall not, without the consent given by resolution adopted at a meeting duly called for that purpose of the holders of record of at least a majority of the number of shares of the Preferred Stock of all series then outstanding, increase the authorized number of shares of the Preferred Stock or create any new class of stock which shall be on a parity with the Preferred Stock as to dividends or assets, or create any obligation or security of the Company convertible into shares of stock of any class which shall be on a parity with the Preferred Stock as to dividends or assets. |
The holders of the Preferred Stock shall not be entitled to subscribe to any increased issue of the Preferred Stock or the Common Stock unless such privilege is provided for by resolution of the holders of the Common Stock and the Board of Directors of the Company.
Anything in this Article hereof or in any resolution or resolutions providing for the issue of Preferred Stock of any series contained to the contrary notwithstanding, dividends upon shares of stock of any class of the Company shall be payable only out of unreserved and unrestricted earned surplus of the Company legally available for dividends, and the rights of the holders of all classes of stock of the Company in respect of the payment of dividends shall at all times be subject to the power of the Board of Directors from time to time to set aside such reserves and to make such other provisions, if any, as said Board shall deem to be necessary or advisable for working capital, for additions and improvements to plant and equipment, for expansion of the Company’s business (including the acquisition of real and personal property for that purpose) or for any other proper purpose of the Company.
COMMON STOCK
The holders of Common Stock shall have no preemptive rights and the Company shall have the right to issue any shares of its capital stock, option rights or securities having conversion or option rights without first offering such shares, rights or securities to the holders of the Common Stock.
ARTICLE VI
The holders of Common Stock shall not have the right to cumulate their votes for the election of directors of the Company.
| 2022 PROXY STATEMENT | › | A-6 |
| APPENDIX A |
ARTICLE VII
| 1. | In an election of directors that is not a contested election, a nominee for director shall be elected to the Board of Directors if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election. Abstentions and broker non-votes shall not be considered to be votes cast. |
| 2. | In a contested election of directors, the nominees for election to the Board of Directors receiving the highest number of votes, up to the number of directors to be elected in such election, shall be elected. Shareholders shall not have the right to vote against a nominee in a contested election of directors. |
| 3. | For purposes of this Article VII, an election of directors shall be deemed contested if (i) the Secretary of the Company receives from a shareholder an advance notice indicating that such shareholder intends to propose at least one candidate for election as a director at a meeting of shareholders which notice is in compliance with the advance notice requirements for shareholder nominees for director set forth in the Company’s Amended and Restated Bylaws, as amended from time to time, and (ii) such notice of nomination has not been withdrawn by such shareholder on or before the tenth (10th) calendar day before the Company files its definitive proxy statement for such shareholders’ meeting with the U.S. Securities and Exchange Commission (regardless of whether or not such proxy statement is thereafter revised or supplemented). |
ARTICLE VIII
Subject to the rights of holders of any series of Preferred Stock with respect to the election of directors, the number of directors that constitutes the entire Board of Directors shall be fixed solely by resolution of the Board of Directors, provided that no decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.
| 2022 PROXY STATEMENT | › | A-7 |
Appendix B
GLATFELTER CORPORATION
(a Pennsylvania corporation)
AMENDED AND RESTATED BYLAWS
(Amended and Restated as of , 2022)
| 2022 PROXY STATEMENT | › | B-1 |
| APPENDIX B |
Table of Contents
| Page | ||||
ARTICLE I MEETINGS OF SHAREHOLDERS AND RECORD DATE | B-4 | |||
1.1 ANNUAL MEETING | B-4 | |||
1.2 SPECIAL MEETINGS | B-4 | |||
1.3 PLACE OF SHAREHOLDERS’ MEETINGS | B-4 | |||
1.4 NOTICE | B-4 | |||
1.5 QUORUM | B-4 | |||
1.6 VOTING | B-4 | |||
1.7 RECORD DATES | B-5 | |||
1.8 CONSIDERATION OF DIRECTOR NOMINATIONS AND BUSINESS AT SHAREHOLDERS’ MEETINGS | B-5 | |||
1.9 ADVANCE NOTICE OF SHAREHOLDER NOMINATIONS AND OTHER BUSINESS | B-7 | |||
1.10 SUBMISSION OF QUESTIONNAIRE, REPRESENTATION AND AGREEMENT | B-13 | |||
1.11 SHAREHOLDER REQUESTED SPECIAL MEETINGS | B-14 | |||
1.12 POSTPONEMENT AND CANCELLATION OF MEETINGS | B-16 | |||
1.13 ORGANIZATION | B-16 | |||
ARTICLE II DIRECTORS | B-16 | |||
2.1 NUMBER | B-16 | |||
2.2 TERM | B-16 | |||
2.3 AGE QUALIFICATION | B-16 | |||
2.4 ELECTION OF DIRECTORS; MAJORITY VOTING RESIGNATION POLICY | B-17 | |||
2.5 RESIGNATIONS | B-17 | |||
2.6 VACANCIES | B-18 | |||
2.7 REMOVAL OF DIRECTORS | B-18 | |||
2.8 ANNUAL MEETING | B-18 | |||
2.9 REGULAR MEETINGS | B-18 | |||
2.10 SPECIAL MEETINGS | B-18 | |||
2.11 MEETINGS OF INDEPENDENT DIRECTORS | B-18 | |||
2.12 QUORUM AND ACTION BY UNANIMOUS CONSENT | B-18 | |||
2.13 COMPENSATION | B-18 | |||
2.14 COMMITTEES | B-18 | |||
2.15 PARTICIPATION IN MEETINGS BY COMMUNICATIONS EQUIPMENT | B-18 | |||
2.16 LIABILITY OF DIRECTORS | B-19 | |||
2.17 OFFICERS | B-19 | |||
2.18 TERM | B-19 | |||
2.19 AUTHORITY, DUTIES AND COMPENSATION | B-19 | |||
2.20 CHAIR OF THE BOARD | B-19 | |||
2.21 CHIEF EXECUTIVE OFFICER | B-19 | |||
2.22 CHIEF FINANCIAL OFFICER | B-19 | |||
2.23 PRESIDENT | B-19 | |||
2.24 VICE PRESIDENT | B-19 | |||
2.25 SECRETARY | B-19 | |||
2.26 TREASURER | B-19 | |||
ARTICLE III INDEMNIFICATION | B-20 | |||
3.1 MANDATORY INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHER PERSONS | B-20 | |||
3.2 ADVANCEMENT OF EXPENSES | B-20 | |||
| 2022 PROXY STATEMENT | › | B-2 |
| APPENDIX B |
| Page | ||||
3.3 EMPLOYEE BENEFIT PLANS | B-21 | |||
3.4 EXCEPTIONS | B-21 | |||
3.5 SECURITY FOR INDEMNIFICATION OBLIGATIONS | B-21 | |||
3.6 CONTRACT RIGHTS | B-21 | |||
3.7 RELIANCE UPON PROVISIONS | B-21 | |||
3.8 AMENDMENT OR REPEAL | B-21 | |||
3.9 NON-EXCLUSIVITY OF RIGHTS | B-21 | |||
3.10 CONTINUATION OF RIGHTS | B-22 | |||
3.11 NO IMPUTATION | B-22 | |||
3.12 ENFORCEMENT OF RIGHTS | B-22 | |||
ARTICLE IV STOCK CERTIFICATES AND CORPORATE SEAL | B-22 | |||
4.1 EXECUTION | B-22 | |||
4.2 SEAL | B-22 | |||
ARTICLE V NOTICES | B-22 | |||
5.1 FORM OF NOTICE | B-22 | |||
5.2 ADJOURNED SHAREHOLDER MEETINGS | B-23 | |||
5.3 WAIVER OF NOTICE | B-23 | |||
ARTICLE VI AMENDMENTS | B-23 | |||
6.1 AMENDMENTS | B-23 | |||
ARTICLE VII EMERGENCY BYLAWS | B-23 | |||
7.1 WHEN OPERATIVE | B-23 | |||
7.2 MEETINGS | B-23 | |||
7.3 LINES OF SUCCESSION | B-24 | |||
7.4 OFFICES | B-24 | |||
7.5 LIABILITY | B-24 | |||
7.6 REPEAL OR CHANGE | B-24 | |||
ARTICLE VIII PENNSYLVANIA ACT 36 OF 1990 | B-24 | |||
8.1 NON-APPLICABILITY OF PENNSYLVANIA’S CONTROL-SHARE ACQUISITION STATUTE | B-24 | |||
8.2 NON-APPLICABILITY OF PENNSYLVANIA’S DISGORGEMENT STATUTE | B-24 | |||
ARTICLE IX FORUM SELECTION | B-24 | |||
9.1 EXCLUSIVE FORUM | B-24 | |||
| 2022 PROXY STATEMENT | › | B-3 |
| APPENDIX B |
GLATFELTER CORPORATION
(a Pennsylvania corporation)
AMENDED AND RESTATED BYLAWS
(Amended and Restated as of , 2022)
MEETINGS OF SHAREHOLDERS AND RECORD DATE
| 1.6 | VOTING. |
| (a) | Voting on Actions Other Than Director Elections. Whenever any action other than the election of directors is proposed to be taken by vote of the shareholders, except as otherwise expressly required by law, in the Articles of Incorporation or in these Bylaws, it shall be authorized by the affirmative vote |
| 2022 PROXY STATEMENT | › | B-4 |
| APPENDIX B |
of a majority of the votes cast in person or by proxy at the meeting of shareholders by the holders of shares entitled to vote thereon and shall constitute an act of the shareholders. |
| (b) | One Vote Per Share. Except as otherwise provided by the Articles of Incorporation, each shareholder of the Corporation entitled to vote on any matter at any meeting of shareholders shall be entitled to one vote for every such share standing in such shareholder’s name on the record date for the meeting. |
| 1.8 | CONSIDERATION OF DIRECTOR NOMINATIONS AND BUSINESS AT SHAREHOLDERS’ MEETINGS. |
| (a) | Annual Meetings of Shareholders. At any annual meeting of the shareholders, only such nominations of individuals for election to the Board of Directors shall be made, and only such other business shall be conducted or considered, as shall have been properly brought before the meeting in accordance with these Bylaws, the Articles of Incorporation, the PBCL and other applicable law. |
| (i) | For nominations of individuals for election to the Board of Directors or proposals of other business to be properly requested by a shareholder to be made at an annual meeting, a shareholder must (i) be a shareholder of record at the time of delivering the advance notice to the Company contemplated by Section 1.9 of these Bylaws, on the record date for the determination of shareholders entitled to notice of and to vote at the annual meeting, at the time of giving of notice of such annual meeting by or at the direction of the Board of Directors (or any duly authorized committee thereof), and at the time of the annual meeting, (ii) be entitled to vote at such annual meeting, and (iii) comply with the procedures set forth in these Bylaws as to such proposed business or nominations. This Section 1.8(a) shall be the exclusive means for a shareholder to make nominations or other business proposals (other than matters properly brought under Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and included in the Company’s notice of meeting) before an annual meeting of shareholders. |
| (ii) | For nominations of individuals for election to the Board of Directors to be properly made at an annual meeting, and proposals of other business to be properly brought before an annual meeting, nominations and proposals of other business must be: (a) specified in the Company’s notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors (or any duly authorized committee thereof), (b) otherwise properly made at the annual meeting, by or at the direction of the Board of Directors (or any duly authorized committee thereof), (c) otherwise properly brought before the annual meeting by a shareholder of the Company Present in Person (as defined below) in accordance with these Bylaws or (d) otherwise in compliance in all respects with the requirements of Regulation 14A under Exchange Act, including, without limitation, the requirements of Rule 14a-19 (as such rule and regulations may be amended from time to time by the United States Securities and Exchange Commission (“SEC”) including any SEC staff interpretations relating thereto). In addition, for proposals of business, including those relating to the composition of the Board of Directors, to be properly brought before an annual meeting for action by the Company’s shareholders, they must relate to an item of business that (i) is a proper subject for shareholder action under the Articles of Incorporation, these Bylaws, the PBCL and other applicable law; and (ii) is not expressly reserved for action by the Board of Directors under the Articles of Incorporation, these Bylaws, the PBCL or other applicable law. For purposes of these Bylaws, “Present in Person” shall mean that the shareholder proposing that the business be brought before a meeting, or, if the proposing shareholder is not an individual, a |
| 2022 PROXY STATEMENT | › | B-5 |
| APPENDIX B |
qualified representative of such proposing shareholder, appear in person at such meeting (unless such meeting is held by means of the Internet or other electronic technology in which case the proposing shareholder or its qualified representative shall be present at such annual meeting by means of the Internet or other electronic technology). A “qualified representative” of such proposing shareholder shall be, if such proposing shareholder is (i) a general or limited partnership, any general partner or person who functions as a general partner of the general or limited partnership or who controls the general or limited partnership, (ii) a corporation or a limited liability company, any officer or person who functions as an officer of the corporation or limited liability company or any officer, director, general partner or person who functions as an officer, director or general partner of any entity ultimately in control of the corporation or limited liability company, or (iii) a trust, any trustee of such trust. |
| (b) | Special Meetings of Shareholders. At any special meeting of the shareholders, only such business shall be conducted or considered as shall have been properly brought before the special meeting. For business to be properly brought before a special meeting, it must be (i) specified in the Company’s notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors (or any duly authorized committee thereof), (ii) otherwise properly brought before the special meeting, by or at the direction of the Board of Directors (or any duly authorized committee thereof), (iii) with respect to the election of directors, provided that the Board of Directors has called a special meeting of shareholders for the purpose of electing one or more directors to the Board, by any shareholder of the Company Present In Person who complies in all respects with the advance notice and other procedures set forth in these Bylaws relating to bringing such nominations before a special meeting, including, but not limited to, Section 1.9 hereof, or (iv) specified in the Company’s notice of meeting (or any supplement thereto) given by the Company pursuant to a valid shareholder request that the Company call a special meeting of shareholders (a “Shareholder Requested Special Meeting”) in accordance with Sections 1.2 and 1.9 of these Bylaws, it being understood that business brought before such a Shareholder Requested Special Meeting by the shareholders shall be limited to the matters stated in such valid shareholder request; provided, however, that nothing herein shall prohibit the Board of Directors (or any duly authorized committee thereof) from submitting additional matters to shareholders at any such Shareholder Requested Special Meeting. In addition, for proposals of business to be properly brought before a special meeting, they must (i) relate to an item of business that is a proper subject for shareholder action under the Articles of Incorporation, these Bylaws, the PBCL and other applicable law; and (ii) not be expressly reserved for action by the Board of Directors under the Articles of Incorporation, these Bylaws, the PBCL or other applicable law. |
Nominations of individuals for election to the Board of Directors may be made at a special meeting of shareholders if they are brought before the meeting (a) pursuant to the Company’s notice of meeting by or at the direction of the Board of Directors (or any duly authorized committee thereof), or (b) provided that the Board of Directors has determined that directors shall be elected at such meeting, by any shareholder of the Company who (1) is a shareholder of record at the time of giving of notice of such special meeting and at the time of the special meeting, (2) is entitled to vote at the special meeting, and (3) complies with the advance notice and other procedures set forth in these Bylaws relating to bringing such nominations before a special meeting, including, but not limited to, Section 1.8(b) hereof. This Section 1.8(b) shall be the exclusive means for a shareholder to make nominations or other business proposals (other than matters properly brought under Rule 14a-8 under the Exchange Act and included in the Company’s notice of meeting) before a special meeting of shareholders.
| (c) | General. Except as otherwise provided by the Articles of Incorporation, these Bylaws, the PBCL or other applicable law, the Chair of any annual or special meeting shall have the power to determine, based on the facts and circumstances and in consultation with counsel (who may be the Company’s internal counsel), whether a nomination or any other business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with these Bylaws and, if any proposed nomination or other business is not in compliance with these Bylaws, to declare that no action shall be taken on such nomination or other proposal and such nomination or other proposal shall be disregarded. In addition, a nomination or other business proposed to be brought by a shareholder may not be brought before a meeting if such shareholder takes action contrary to the representations made in the shareholder notice applicable to such nomination or other business or if (i) when submitted to the Company prior to the deadline for submitting a shareholder notice, the shareholder notice applicable to such nomination or other business contained an untrue statement of a fact or omitted to |
| 2022 PROXY STATEMENT | › | B-6 |
| APPENDIX B |
state a fact necessary to make the statements therein not misleading, or (ii) after being submitted to the Company, the shareholder notice applicable to such nomination or other business was not updated in accordance with these Bylaws to cause the information provided in the shareholder notice to be true, correct and complete in all respects. |
| 1.9 | ADVANCE NOTICE OF SHAREHOLDER NOMINATIONS AND OTHER BUSINESS. |
| (a) | Annual Meeting of Shareholders. Without qualification or limitation, subject to Section 1.9(d)(viii) of these Bylaws, for any nominations or any other business to be properly brought before an annual meeting by a shareholder pursuant to Section 1.7(a) of these Bylaws, (1) the shareholder must have given timely notice thereof (including, in the case of nominations, the completed and signed questionnaire, representation and agreement required by Section 1.9 of these Bylaws), and timely updates and supplements thereof, in each case in proper form, in writing to the Secretary of the Company, and such other business must otherwise be a proper matter for shareholder action, (2) the stockholder must have complied in all respects with the requirements of Regulation 14A under the Exchange Act, including, without limitation, the requirements of Rule 14a-19 (as such rule and regulations may be amended from time to time by the SEC including any SEC staff interpretations relating thereto), and (3) the Board of Directors or an executive officer designated thereby shall determine that the shareholder has satisfied the requirements of this clause (a), including without limitation the satisfaction of any undertaking delivered under paragraph (c) below. |
To be timely, a shareholder’s notice must be delivered to, or mailed and received by, the Secretary of the Company at the principal executive offices of the Company not later than the close of business on the one hundred twentieth (120th) calendar day, nor earlier than the close of business on the one hundred fiftieth (150th) calendar day prior to the first anniversary of the date of the Company’s proxy statement released to shareholders in connection with the annual meeting of shareholders in the immediately preceding year; provided, however, that if the date of the annual meeting of shareholders is more than thirty (30) calendar days prior to, or more than sixty (60) calendar days after, the first anniversary date of the preceding year’s annual meeting of shareholders, or if no annual meeting was held in the preceding year, to be timely, a shareholder’s notice must be received by the Secretary of the Company on the later of (i) the ninetieth (90th) day prior to such annual meeting and (ii) the tenth (10th) calendar day following the day on which public disclosure (as defined below) of the date of the meeting is first made by the Company. In no event shall any adjournment or postponement of an annual meeting, or the public announcement thereof, commence a new time period for the giving of a shareholder’s notice as described above. For purposes of these Bylaws, “public disclosure” or its corollary “publicly disclosed” shall mean disclosure by the Company in (i) a document publicly filed by the Company with, or furnished by the Company to, the SEC pursuant to Section 13, 14 or 15(d) of the Exchange Act, (ii) a press release issued by the Company and distributed through a nationally recognized press release dissemination service, or (iii) another method reasonably intended by the Company to achieve broad-based dissemination of the information contained therein.
Notwithstanding anything in the immediately preceding paragraph to the contrary, in the event that the number of directors to be elected to the Board of Directors is increased by the Board of Directors, and there is no public disclosure by the Company naming all of the nominees for director or specifying the size of the increased Board of Directors at least one hundred and thirty (130) calendar days prior to the first anniversary of the date that the Company’s definitive proxy statement was first made publicly available to shareholders in connection with the preceding year’s annual meeting of shareholders, a shareholder’s notice required by this Section 1.9(a) shall also be considered timely, but only with respect to nominees for any new positions created by such increase, and only with respect to a shareholder who had, prior to such increase in the size of the Board of Directors, previously submitted, on a timely basis and in proper written form, a shareholder notice, if it shall be delivered to the Secretary of the Company at the principal executive offices of the Company not later than the close of business on the tenth (10th) calendar day following the day on which such public disclosure is first made by the Company.
In addition, to be considered timely, a shareholder’s notice shall further be updated and supplemented, if necessary, so that the information provided or required to be provided in such notice shall be true and correct as of the record date for the meeting and as of the date that is ten (10) business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to the Secretary of the Company at the principal executive offices of the Company not later than five (5) business days after the record date for the meeting in the case of the update and supplement required to be made as of the record date, and not later than eight (8) business days prior to the date for the meeting or any adjournment
| 2022 PROXY STATEMENT | › | B-7 |
| APPENDIX B |
or postponement thereof in the case of the update and supplement required to be made as of ten (10) business days prior to the meeting or any adjournment or postponement thereof. For the avoidance of doubt, the obligation to update and supplement as set forth in this paragraph or any other Section of these Bylaws shall not limit the Company’s rights with respect to any deficiencies in any notice provided by a shareholder, extend any applicable deadlines hereunder or under any other provision of the Bylaws or enable or be deemed to permit a shareholder who has previously submitted notice hereunder or under any other provision of the Bylaws to amend or update any proposal or to submit any new proposal, including by changing or adding nominees, matters, business and or resolutions proposed to be brought before a meeting of the shareholders.
| (b) | Special Meetings of Shareholders. Subject to Section 1.9(d)(viii) of these Bylaws, in the event the Company calls a special meeting of shareholders for thepurpose of electing one or more directors to the Board of Directors, any shareholder meeting the requirements set forth in Section 1.8(b) hereof may nominate an individual or individuals (as the case may be) for election to such position(s) as specified in the Company’s notice of meeting, provided that the shareholder gives timely notice of such nomination (including the notice of nomination contemplated by Section 1.9(d) of these Bylaws and the completed and signed questionnaire, representation and agreement required by Section 1.9 of these Bylaws), and timely updates and supplements thereof in each case in proper form, in writing, to the Secretary of the Company. |
To be timely, a shareholder’s notice pursuant to the preceding sentence shall be delivered to the Secretary of the Company at the principal executive offices of the Company not earlier than the close of business on the one hundred twentieth (120th) calendar day prior to the date of such special meeting and not later than the close of business on the later of (x) the ninetieth (90th) calendar day prior to the date of such special meeting and (y) if the first public disclosure by the Company of the date of such special meeting is less than one hundred (100) calendar days prior to the date of such special meeting, the tenth (10th) calendar day following the day on which public disclosure is first made by the Company of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall any adjournment or postponement of a special meeting of shareholders, or the public announcement thereof, commence a new time period for the giving of a shareholder’s notice as described above. In addition, to be considered timely, a shareholder’s notice pursuant to the first sentence of this paragraph shall further be updated and supplemented, if necessary, so that the information provided or required to be provided in such notice shall be true and correct as of the record date for the meeting and as of the date that is ten (10) business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to the Secretary of the Company at the principal executive offices of the Company not later than five (5) business days after the record date for the meeting in the case of the update and supplement required to be made as of the record date, and not later than eight (8) business days prior to the date for the meeting or any adjournment or postponement thereof in the case of the update and supplement required to be made as of ten (10) business days prior to the meeting or any adjournment or postponement thereof.
| (c) | Proxy Access by Shareholders. The Company shall include in its proxy statement for an annual meeting the shareholder the name, together with the information required by Section 1.10, of any person nominated for election (a “Shareholder Nominee”) to the board of directors by a shareholder that satisfies, or by a group of no more than twenty (20) shareholders that, collectively, satisfy, the requirements of this Section 1.9 (an “Eligible Shareholder”), and that expressly elects at the time of providing the notice required by this Section 1.9 (the “Nomination Notice”) to have its nominee or nominees included in the Company’s proxy materials pursuant to this Section 1.9. |
| (d) | Disclosure Requirements. |
| (i) | To be in proper form, a shareholder’s notice to the Secretary of the Company must include the following, as applicable: |
| (1) | As to the shareholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal, as applicable, is made, a shareholder’s notice must set forth: (i) the name and address of such shareholder, as they appear on the Company’s books, of such beneficial owner, if any, and of their respective Affiliates or Associates (for the purposes of these Bylaws, as such terms are defined in Rule 12b-2 of the Exchange Act) or others acting in concert therewith, (ii) (A) the class or series and number of shares of the Company which are, directly or indirectly, owned by such shareholder, such beneficial owner and their respective affiliates or associates or others acting in concert |
| 2022 PROXY STATEMENT | › | B-8 |
| APPENDIX B |
therewith, of record or beneficially (within the meaning of Rule 13d-3 under the Exchange Act), except that such person shall in all events be deemed to beneficially own any shares of any class or series of the Company as to which such person has a right to acquire beneficial ownership at any time in the future, whether such right is exercisable immediately, only after the passage of time or only upon the satisfaction of certain conditions precedent, (B) any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the Company or with a value derived in whole or in part from the value of any class or series of shares of the Company, or any derivative or synthetic arrangement having the characteristics of a long position in any class or series of shares of the Company, or any contract, derivative, swap or other transaction or series of transactions designed to produce economic benefits and risks that correspond substantially to the ownership of any class or series of shares of the Company, including due to the fact that the value of such contract, derivative, swap or other transaction or series of transactions is determined by reference to the price, value or volatility of any class or series of shares of the Company, whether or not such instrument, contract or right shall be subject to settlement in the underlying class or series of shares of the Company, through the delivery of cash or other property, or otherwise, and without regard to whether the shareholder of record, the beneficial owner, if any, or any affiliates or associates or others acting in concert therewith, may have entered into transactions that hedge or mitigate the economic effect of such instrument, contract or right, or any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of the Company (any of the foregoing, a “Derivative Instrument”) directly or indirectly owned beneficially by such shareholder, the beneficial owner, if any, or any affiliates or associates or others acting in concert therewith, (C) any proxy, contract, arrangement or understanding (written or oral), or relationship or otherwise, pursuant to which such shareholder, such beneficial owner and their respective affiliates or associates or others acting in concert therewith have any right to vote any class or series of shares of the Company, (D) any agreement, arrangement or understanding (written or oral), or relationship or otherwise, including any repurchase or similar so-called “stock borrowing” agreement or arrangement(written or oral), involving such shareholder, such beneficial owner and their respective affiliates or associates or others acting in concert therewith, directly or indirectly, the purpose or effect of which is to mitigate loss to, reduce the economic risk (of ownership or otherwise) of any class or series of the shares of the Company by, manage the risk of share price changes for, or increase or decrease the voting power of, such shareholder, such beneficial owner and their respective affiliates or associates or others acting in concert therewith with respect to any class or series of the shares of the Company, or which provides, directly or indirectly, the opportunity to profit or share in any profit derived from any decrease in the price or value of any class or series of the shares of the Company (any of the foregoing, a “Short Interest”), (E) any rights to dividends on the shares of the Company owned beneficially by such shareholder, such beneficial owner and their respective affiliates or associates or others acting in concert therewith that are separated or separable from the underlying shares of the Company, (F) any proportionate interest in shares of the Company or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such shareholder, such beneficial owner and their respective affiliates or associates or others acting in concert therewith is a general partner or, directly or indirectly, beneficially owns an interest in a general partner of such general or limited partnership, (G) any performance-related fees (other than an asset-based fee) that such shareholder, such beneficial owner and their respective affiliates or associates or others acting in concert therewith are entitled to, as calculated based on any increase or decrease in the value of shares of the Company or Derivative Instruments, if any, including, without limitation, any such interests held by members of the immediate family sharing the same household of such shareholder, such beneficial owner and their respective affiliates or associates or others acting in concert therewith, (H) any significant equity interests or any Derivative Instruments or Short Interests in any principal competitor of the Company held by such shareholder, such |
| 2022 PROXY STATEMENT | › | B-9 |
| APPENDIX B |
beneficial owner and their respective affiliates or associates or others acting in concert therewith and (I) any direct or indirect interest of such shareholder, such beneficial owner and their respective affiliates or associates or others acting in concert therewith in any contract with the Company, any affiliate of the Company or any principal competitor of the Company (including, in any such case, any employment agreement, collective bargaining agreement or consulting agreement), (iii) all information that would be required to be set forth in a Schedule 13D filed pursuant to Rule 13d-1(a) or an amendment thereto pursuant to Rule 13d-2(a) if such a Schedule 13D or amendment thereto were required to be filed under the Exchange Act and the rules and regulations promulgated thereunder by such shareholder, such beneficial owner and their respective affiliates or associates or others acting in concert therewith, if any (regardless of whether the requirement to file a Schedule 13D is applicable to such person), (iv) a description in reasonable detail of any relationship (including any direct or indirect interest in any agreement, arrangement or understanding, whether written or oral and whether formal or informal) between such shareholder, such beneficial owner and their respective affiliates or associates or others acting in concert therewith, if any, and the Company or any director, officer, affiliate or associate of the Company (naming such officer, director, affiliate, or associate), including, but not limited to, a description in reasonable detail of any discussions between such shareholder, such beneficial owner and their respective affiliates or associates or others acting in concert therewith and any officer, director, affiliate, or associate of the Company (naming such officer, director, affiliate, or associate) with respect to (1) the proposal of any business or the proposal of any nominees sought to be brought before an annual meeting by a shareholder, (2) any changes sought to be made to the composition of the Board of Directors or the Company’s strategic direction, or (3) any plans or proposals for the Company to be potentially pursued by the shareholder, such beneficial owner and their respective affiliates or associates or others acting in concert therewith, if any proposed business was approved, or any proposed nominees were elected, at the shareholders’ meeting, (v) a written undertaking by the shareholder giving the notice or, if the notice is given on behalf of a beneficial owner on whose behalf the nomination is made, by such beneficial owner, that such shareholder or beneficial owner will deliver to beneficial owners of shares representing at least 67% of the voting power of the stock entitled to vote generally in the election of directors either (1) at least twenty (20) calendar days before the annual meeting, a copy of its definitive proxy statement for the solicitation of proxies for its director candidates, or (2) at least forty (40) calendar days before the annual meeting a Notice of Internet Availability of Proxy Materials that would satisfy the requirements of Rule 14a-16(d) of the Exchange Act, and (vi) any other information relating to such shareholder, such beneficial owner and their respective affiliates or associates or others acting in concert therewith, if any, that would be required to be disclosed in a proxy statement and form of proxy or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder; |
| (2) | If the notice relates to any business other than a nomination of a director or directors that the shareholder proposes to bring before the meeting, a shareholder’s notice must, in addition to the matters set forth in Section 1.9(d)(i)(1) above, also set forth: (i) a reasonably detailed description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest of such shareholder, such beneficial owner and each of their respective affiliates or associates or others acting in concert therewith, if any, in such business, (ii) the complete text of the proposal or business (including the complete text of any resolutions proposed for consideration and, in the event that such proposal or business includes a proposal to amend the Bylaws of the Company, the complete text of the proposed amendment), (iii) a reasonably detailed description of all agreements, arrangements and understandings (written or oral) between such shareholder, such beneficial owner and any of their respective affiliates or associates or others acting in concert therewith, if any, and any other person or persons (naming such other person or entity) in connection with |
| 2022 PROXY STATEMENT | › | B-10 |
| APPENDIX B |
the proposal of such business by such shareholder, and (iv) any other information relating to the proposal of such business that would be required to be disclosed in a proxy statement or other filing required to be made with the SEC in connection with any solicitations of proxies or special meeting demands by such shareholder pursuant to Section 14(a) of the Exchange Act; |
| (3) | As to each individual, if any, whom the shareholder proposes to nominate for election or re-election to the Board of Directors, a shareholder’s notice must, in addition to the matters set forth in Section 1.9(d)(i)(1) above, also set forth: (i) all information relating to such individual that would be required to be disclosed pursuant to Section 1.9(d)(i)(1) above if such individual was the stockholder giving the advance notice of nomination to the Company, (ii) all information relating to such individual that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder (including such individual’s written and executed consent to being named in the proxy statement of such proposing shareholder as a nominee of such proposing shareholder and to serving as a director of the Company if elected), (iii) a reasonably detailed description of all direct and indirect compensation, reimbursement, indemnification and other benefits (whether monetary or non-monetary) agreements, arrangements and understandings (whether written or oral and formal or informal) during the past three (3) years, and any other relationships, between or among such shareholder and beneficial owner, if any, and their respective affiliates and associates, or others acting in concert therewith (naming each such person or entity), on the one hand, and each proposed nominee, and any respective affiliates and associates, or others acting in concert therewith (naming each such person or entity), on the other hand, (iv) to the extent that such proposed nominee has been convicted of any past criminal offenses involving dishonesty or a breach of trust or duty, a description in reasonable detail of such offense and all legal proceedings relating thereto, (v) to the extent that such proposed nominee has been determined by any governmental authority or self-regulatory organization to have violated any federal or state securities or commodities laws, including but not limited to, the Securities Act of 1933, as amended, the Exchange Act or the Commodity Exchange Act, a description in reasonable detail of such violation and all legal proceedings relating thereto, (vi) to the extent that such proposed nominee has ever been suspended or barred by any governmental authority or self-regulatory organization from engaging in any profession or participating in any industry, or has otherwise been subject to a disciplinary action by a governmental authority or self-regulatory organization that provides oversight over the proposed nominee’s current or past profession or an industry that the proposed nominee has participated in, a description in reasonable detail of such action and the reasons therefor, (vii) a description in reasonable detail of any and all litigation, whether or not judicially resolved, settled or dismissed, relating to the proposed nominee’s past or current service on the board of directors (or similar governing body) of any corporation, limited liability company, partnership, trust or any other entity where a legal complaint filed in any state or federal court located within the United States alleges that the proposed nominee committed any act constituting (1) a breach of fiduciary duties, (2) misconduct, (3) fraud, (4) breaches of confidentiality obligations, and/or (5) a breach of the entity’s code of conduct applicable to directors, and (viii) all other information that would be required to be disclosed pursuant to Items 403 and 404 under Regulation S-K or any successor provision promulgated under Regulation S-K if the shareholder making the nomination and any beneficial owner on whose behalf the nomination is made, if any, or any affiliate or associate thereof or person acting in concert therewith, were the “registrant” for purposes of such Item and the proposed nominee were a director or executive officer of such registrant; and |
| (4) | With respect to each individual, if any, whom the shareholder proposes to nominate for election or re-election to the Board of Directors, a shareholder’s notice must, in addition to the matters set forth in Section 1.9(d)(i)(1) and Section 1.9(d)(i)(3) above, also include |
| 2022 PROXY STATEMENT | › | B-11 |
| APPENDIX B |
such proposed nominee’s (A) irrevocable and executed letter of resignation as a director of the Company, as required by Section 2.4(b) of these Bylaws and Section 5 of the Company’s Governance Principles, effective upon such person’s failure to receive the required vote for re-election at the next meeting of shareholders at which such person would face re-election and upon acceptance of such resignation by the Board of Directors, and (B) completed and executed questionnaire, representation and agreement as required by Section 1.9 of these Bylaws. The Company may require any proposed nominee to furnish such other information as may reasonably be required by the Company to determine the eligibility of such proposed nominee to serve as an independent director of the Company or that could be material to a reasonable shareholder’s understanding of the independence, or lack thereof, of such nominee. Notwithstanding anything to the contrary, only persons who are nominated in accordance with the procedures set forth in these Bylaws, including, without limitation, Section 1.8 and this Section 1.9 hereof, shall be eligible for election as directors. |
| (ii) | Upon written request by the Secretary of the Company, the Board of Directors or any duly authorized committee thereof, any shareholder submitting a shareholder notice proposing a nomination or other business for consideration at a meeting shall provide, within five (5) business days of delivery of such request (or such other period as may be specified in such request), written verification, satisfactory in the reasonable discretion of the Board of Directors, any duly authorized committee thereof or any duly authorized officer of the Company, to demonstrate the accuracy of any information submitted by the shareholder in the shareholder notice delivered pursuant to the requirements of the Bylaws (including, if requested, written confirmation by such shareholder that it continues to intend to bring the nomination or other business proposed in the shareholder notice before the meeting). If a shareholder fails to provide such written verification within such period, the information as to which written verification was requested may be deemed not to have been provided in accordance with the requirements of the Bylaws. |
| (iii) | For a shareholder notice to comply with the requirements of this Section 1.9, each of the requirements of this Section 1.9 shall be directly and expressly responded to and a shareholder notice must clearly indicate and expressly reference which provisions of this Section 1.9 the information disclosed is intended to be responsive to. Information disclosed in one section of the shareholder notice in response to one provision of this Section 1.9 shall not be deemed responsive to any other provision of this Section 1.9 unless it is expressly cross-referenced to such other provision and it is clearly apparent how the information included in one section of the shareholder notice is directly and expressly responsive to the information required to be included in another section of the shareholder notice pursuant to this Section 1.9. For the avoidance of doubt, statements purporting to provide global cross-references that purport to provide that all information provided shall be deemed to be responsive to all requirements of this Section 1.9 shall be disregarded and shall not satisfy the requirements of this Section 1.9. |
| (iv) | For a shareholder notice to comply with the requirements of this Section 1.9, it must set forth in writing directly within the body of the shareholder notice (as opposed to being incorporated by reference from any other document or writing not prepared solely in response to the requirements of these Bylaws) all the information required to be included therein as set forth in this Section 1.9 and each of the requirements of this Section 1.9 shall be directly responded to in a manner that makes it clearly apparent how the information provided is specifically responsive to any requirements of this Section 1.9. For the avoidance of doubt, a shareholder notice shall not be deemed to be in compliance with this Section 1.9 if it attempts to include the required information by incorporating by reference into the body of the shareholder notice any other document, writing or part thereof, including, but not limited to, any documents publicly filed with the SEC not prepared solely in response to the requirements of these Bylaws. For the further avoidance of doubt, the body of the shareholder notice shall not include any documents that are not prepared solely in response to the requirements of these Bylaws. |
| (v) | A shareholder submitting a shareholder notice, by its delivery to the Company, represents and warrants that all information contained therein, as of the deadline for submitting the |
| 2022 PROXY STATEMENT | › | B-12 |
| APPENDIX B |
shareholder notice, is true, accurate and complete in all respects, contains no false or misleading statements and such shareholder acknowledges that it intends for the Company and the Board of Directors to rely on such information as (i) being true, accurate and complete in all respects and (ii) not containing any false or misleading statements. If the information submitted pursuant to this Section 1.9 by any shareholder proposing a nomination or other business for consideration at a meeting shall not be true, correct and complete in all respects prior to the deadline for submitting the shareholder notice, such information may be deemed not to have been provided in accordance with this Section 1.9. |
| (vi) | Notwithstanding any notice of the meeting sent to shareholders on behalf of, or any proxy statement filed by, the Company, a shareholder must separately comply with this Section 1.9 to propose a nomination or other business at any meeting and is still required to deliver its own separate and timely shareholder notice to the Secretary of the Company prior to the deadline for submitting a shareholder notice that complies in all respects with the requirements of this Section 1.9. For the avoidance of doubt, if the shareholder’s proposed business is the same or relates to business brought by the Company and included in the Company’s meeting notice or any supplement thereto, the shareholder is nevertheless still required to comply with this Section 1.9 and deliver, prior to the deadline for submitting the shareholder notice, its own separate and timely shareholder notice to the Secretary of the Company that complies in all respects with the requirements of this Section 1.9. |
| (vii) | Notwithstanding the provisions of these Bylaws, a shareholder shall also comply with all applicable requirements of the Exchange Act, the rules and regulations thereunder and any other requirements of the SEC, the PBCL and other applicable law with respect to the matters set forth in these Bylaws, any solicitation of proxies contemplated by any notices delivered pursuant to these Bylaws and any filings required to be made with the SEC in connection therewith; provided, however, that any references in these Bylaws to the Exchange Act or the rules promulgated thereunder are not intended to and shall not limit the separate and additional requirements set forth in these Bylaws with respect to nominations or proposals as to any other business to be considered. |
| (viii) | Nothing in this Section 1.9 shall be deemed to affect any rights (i) of shareholders to request inclusion of proposals in the Company’s proxy statement pursuant to Rule 14a-8 under the Exchange Act or (ii) of the holders of any series of Preferred Stock if and to the extent provided for under the PBCL, any other applicable law, the Articles of Incorporation or these Bylaws. Subject to Rule 14a-8 under the Exchange Act, nothing in this Section 1.9 shall be construed to permit any shareholder, or give any shareholder the right, to include or have disseminated or described in the Company’s proxy statement any nomination of director or directors or any other business proposal. |
| (ix) | For purposes of these Bylaws, a person shall be deemed to be “acting in concert” with another person if such person knowingly acts (whether or not pursuant to an express agreement, arrangement or understanding) in concert with, or towards a common goal relating to the management, governance or control of the Company in parallel with, such other person where (A) each person is conscious of the other person’s conduct or intent and this awareness is an element in their decision-making processes and (B) at least one additional factor suggests that such persons intend to act in concert or in parallel, which such additional factors may include, without limitation, exchanging information (whether publicly or privately), attending meetings, conducting discussions, or making or soliciting invitations to act in concert or in parallel; provided, however, that a person shall not be deemed to be “acting in concert” with any other person solely as a result of the solicitation or receipt of revocable proxies, or special meeting demands from such other person in response to a solicitation made pursuant to, and in accordance with, Section 14(a) of the Exchange Act by way of a proxy statement filed on Schedule 14A. A person deemed to be “acting in concert” with another person shall be deemed to be “acting in concert” with any third party who is also “acting in concert” with such other person. |
| 2022 PROXY STATEMENT | › | B-13 |
| APPENDIX B |
for delivery of an advance notice of nominations pursuant to Section 1.9 of these Bylaws) to the Secretary of the Company at the principal executive offices of the Company a written questionnaire with respect to the background and qualification of such individual and the background of any other person or entity on whose behalf, directly or indirectly, the nomination is being made (which questionnaire shall be provided by the Secretary of the Company upon written request), and a written representation and agreement (in the form provided by the Secretary of the Company upon written request) that such individual (A) is not and will not become a party to (1) any agreement, arrangement or understanding (written or oral) with, and has not given any commitment or assurance (written or oral) to, any person or entity as to how such person, if elected as a director of the Company, will act or vote on any issue or question (a “Voting Commitment”) that has not been expressly disclosed in writing to the Company, or (2) any Voting Commitment that could limit or interfere with such individual’s ability to comply, if elected as a director of the Company, with such individual’s fiduciary duties under applicable law, (B) is not and will not become a party to any agreement, arrangement or understanding (written or oral) with any person or entity other than the Company with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been expressly disclosed therein, (C) is not a party to any agreement, arrangement or understanding (written or oral) with any person or entity, that contemplates such person resigning as a member of the Board of Directors prior to the conclusion of the term of office to which such person was elected, and has not given any commitment or assurance (written or oral) to any person or entity that such person intends to, or if asked by such person or entity would, resign as a member of the Board of Directors prior to the end of the conclusion of the term of office to which such person was elected, except as expressly disclosed therein, (D) has expressly disclosed therein whether all or any portion of securities of the Company were purchased with any financial assistance provided by any other person and whether any other person has any interest in such securities, (E) in such individual’s personal capacity and on behalf of any person or entity on whose behalf, directly or indirectly, the nomination is being made, would be in compliance, if elected as a director of the Company, and will comply, with all applicable code of ethics and/or business conduct, corporate governance, conflicts of interest, confidentiality, public disclosures, hedging and pledging policies relating to the Company’s securities, and stock ownership and stock trading policies and guidelines of the Company that are adopted and publicly disclosed from time to time, (F) consents to being named as a nominee of the proposing shareholder in the proposing shareholder’s proxy statement and agrees to serve as a member of the Board of Directors if elected as a director, and (G) will abide by the requirements of Section 2.4(b) of these Bylaws and Section 5 of the Company’s Governance Principles. |
| 1.11 | SHAREHOLDER REQUESTED SPECIAL MEETINGS. |
| (a) | No shareholder may request that the Secretary of the Company call a Shareholder Requested Special Meeting unless a shareholder of record of the Company has first submitted a request in writing (“Record Date Request Notice”) that the Board of Directors fix a record date (a “Request Record Date”) for the purpose of determining the shareholders entitled to request that the Secretary of the Company call a Shareholder Requested Special Meeting, which Record Date Request Notice shall be delivered to, or mailed and received by, the Secretary of the Company at the principal executive offices of the Company. |
| (b) | Within ten (10) calendar days after receipt of a Record Date Request Notice in compliance with this Section 1.11 from any shareholder of record, the Board of Directors may adopt a resolution fixing a Request Record Date for the purpose of determining the shareholders entitled to request that the Secretary of the Company call a Shareholder Requested Special Meeting, which date shall not precede the date upon which the resolution fixing the Request Record Date is adopted by the Board of Directors. If no resolution fixing a Request Record Date has been adopted by the Board of Directors within the ten (10) calendar day period after the date on which such a request to fix a Request Record Date was received, the Request Record Date in respect thereof shall be deemed to be the twentieth (20th) calendar day after the date on which such a request is received. |
| (c) | In order for a Shareholder Requested Special Meeting to be called, one or more written request or requests to call a Shareholder Requested Special Meeting (each, a “Special Meeting Request” and collectively, the “Special Meeting Requests”), must be in proper written form and must be signed by shareholders who, as of the Request Record Date, hold of record or beneficially, in the aggregate, the Requisite Percentage and must be timely delivered to the Secretary of the Company at the principal executive offices of the Company. To be timely, a Special Meeting Request must be delivered to the principal executive offices of the Company not later than the sixtieth (60th) calendar day following the Request Record Date. In determining whether a Shareholder Requested Special Meeting has been |
| 2022 PROXY STATEMENT | › | B-14 |
| APPENDIX B |
properly requested, multiple Special Meeting Requests delivered to the Secretary of the Company will be considered together only if (i) each Special Meeting Request identifies the same purpose or purposes of the Shareholder Requested Special Meeting and the same matters proposed to be acted on at such meeting (in each case as determined in good faith by the Board of Directors), and (ii) such Special Meeting Requests have been dated and delivered to the Secretary of the Company within sixty (60) calendar days of the earliest dated Special Meeting Request. |
| (d) | In addition to the requirements set forth in Section 1.11(c), to be in proper form for purposes of this Section 1.11, a Special Meeting Request must include and set forth a description of (i) the specific purpose or purposes of the Shareholder Requested Special Meeting, (ii) the matter(s) proposed to be acted on at the Shareholder Requested Special Meeting, and (iii) the reasons for conducting such business at the Shareholder Requested Special Meeting. Shareholders seeking to propose candidates for election to the Board of Directors at a Shareholder Requested Special Meeting where the election of directors is a matter specified in the notice of meeting given by or at the direction of the person calling such Shareholder Requested Special Meeting in accordance with the provisions of Section 1.2 of these Bylaws and this Section 1.11 must also comply with the requirements set forth in Section 1.9 of these Bylaws for providing a timely and proper written notice for the proposal of candidates for election as directors. |
| (e) | A shareholder may revoke a Special Meeting Request by written revocation delivered to the Secretary of the Company at any time prior to the Shareholder Requested Special Meeting. If any such revocation(s) are received by the Secretary of the Company after the Secretary’s receipt of Special Meeting Requests from the Requisite Percentage of shareholders, and as a result of such revocation(s) there no longer are unrevoked demands from the Requisite Percentage of shareholders to call a Shareholder Requested Special Meeting, then the Board of Directors shall have the discretion to determine whether or not to proceed with the Shareholder Requested Special Meeting. |
| (f) | The Secretary of the Company shall not accept, and shall consider ineffective, a Special Meeting Request if such Special Meeting Request does not comply with this Section 1.11 or relates to an item of business to be transacted at the Shareholder Requested Special Meeting that either (i) is not a proper subject for shareholder action under the Articles of Incorporation, these Bylaws, the PBCL or other applicable law, or (ii) is expressly reserved for action by the Board of Directors under the Articles of Incorporation, these Bylaws, the PBCL or other applicable law |
| (g) | If none of the shareholders who submitted and signed the Special Meeting Request appears in person at the Shareholder Requested Special Meeting or sends a qualified representative to the Shareholder Requested Special Meeting to present the matters to be presented for consideration that were specified in the Special Meeting Request (unless the Shareholder Requested Special Meeting is held by means of remote communication in which case the requesting shareholder or its qualified representative shall be present by means of remote communication), the Company need not present such matters for a vote at such meeting. |
| (h) | After Special Meeting Requests have been received on a timely basis, in proper form and in accordance with this Section 1.11 from a shareholder or shareholders holding the Requisite Percentage, the Secretary of the Company shall duly call, and determine the place, date and time of, a Shareholder Requested Special Meeting for the purpose or purposes and to conduct the business specified in the Special Meeting Requests received by the Company; provided, however that the Shareholder Requested Special Meeting shall be held within sixty (60) calendar days after the Company receives one or more valid Special Meeting Requests in compliance with this Section 1.11 from shareholders holding at least the Requisite Percentage. If the Secretary of the Company neglects or refuses to fix the date of such Shareholder Requested Special Meeting and give the notice of meeting required by Section 1.4 of these Bylaws, then the shareholder or shareholders making the request for the Shareholder Requested Special Meeting may do so. |
| (i) | The record date for notice and voting for such a Shareholder Requested Special Meeting shall be fixed in accordance with Section 1.6 of these Bylaws. |
| (j) | The Board of Directors shall provide written notice of such Shareholder Requested Special Meeting in accordance with Section 1.4 of these Bylaws. The business brought before any Shareholder Requested Special Meeting by shareholders shall be limited to the matters proposed in the valid Special Meeting Request; provided, however, that nothing herein shall prohibit the Board of Directors |
| 2022 PROXY STATEMENT | › | B-15 |
| APPENDIX B |
from bringing other matters before the shareholders at any Shareholder Requested Special Meeting and including such matters in the notice of the special meeting it provides to shareholders. Notwithstanding any notice of the special meeting sent to shareholders on behalf of the Company, a shareholder must separately comply with this Section 1.11 to conduct business at any Shareholder Requested Special Meeting. If the business proposed by a shareholder to be brought before a Shareholder Requested Special Meeting is the same or relates to business brought by the Company and included in the Company’s notice for such Shareholder Requested Special Meeting, the shareholder is nevertheless still required to comply with this Section 1.11 and deliver its own separate, timely and proper Special Meeting Request to the Secretary of the Company that complies in all respects with the requirements of this Section 1.11. |
| (k) | Except in accordance with this Section 1.11 and except as provided in Section 1.8(b) of these Bylaws with respect to a shareholder’s ability to propose candidates for election as directors at a special meeting of shareholders where the election of directors is a matter specified in the notice of meeting given by or at the direction of the person calling such special meeting in accordance with the provisions of Section 1.2 of these Bylaws, shareholders shall not be permitted to propose business to be brought before a special meeting of shareholders. |
DIRECTORS
| 2.1 | NUMBER. The Board of Directors shall consist of at least three (3) persons, however, the size of the Board may be set by resolution of the Board from time to time. |
| 2022 PROXY STATEMENT | › | B-16 |
| APPENDIX B |
the director reaches the Qualifying Age, such director shall tender notice of resignation from the Board of Directors effective at the annual meeting of shareholders next following the director’s seventy-fifth (75th) birthday. |
| 2.4 | ELECTION OF DIRECTORS; MAJORITY VOTING RESIGNATION POLICY. |
| (a) | Directors shall be elected by a plurality of the votes cast (meaning that the director nominees who receive the highest number of shares voted “for” their election are elected). |
| (b) | Each person who is nominated to stand for election as director, whether such nomination is proposed by the Company or a shareholder, shall, as a condition to such nomination, tender an irrevocable resignation in advance of the meeting for the election of directors. Such resignation will be effective if, pursuant to Section 2.4(c) of these Bylaws, (i) the person does not receive a majority of the votes cast at the next meeting of shareholders held for the election of directors that is not a contested meeting of shareholders, and (ii) the Board of Directors accepts the resignation. For purpose of this Section 2.4, a contested meeting of shareholders is any meeting of shareholders for which (i) the Secretary of the Company receives from a shareholder an advance notice indicating that such shareholder intends to propose at least one candidate for election as a director at a meeting of shareholders which notice is in compliance with the advance notice requirements for shareholder nominees for director set forth in Section 1.8 of these Bylaws and (ii) such notice of nomination has not been withdrawn by such shareholder on or before the tenth (10th) calendar day before the Company files its definitive proxy statement for such meeting with the SEC (regardless of whether or not such proxy statement is thereafter revised or supplemented). |
| (c) | If, at an uncontested meeting of shareholders, any nominee for election to the Board of Directors receives a plurality of the votes cast, but does not receive a majority of the votes cast, the Nominating and Corporate Governance Committee will make a recommendation to the Board of Directors on whether to accept the director’s resignation or whether other action should be taken. The Nominating and Corporate Governance Committee in making its recommendation, and the Board in making its decision, may each consider any factors or other information that it considers appropriate and relevant. The director not receiving a majority of the votes cast will not participate in the Committee’s recommendation or the Board of Directors’ decision regarding the tendered resignation. The independent members of the Board of Directors will consider the Nominating and Corporate Governance Committee’s recommendation and publicly disclose (by means of a press release, a filing with the SEC or other broadly disseminated means of communication) the Board of Directors’ decision and the basis for that decision within ninety (90) calendar days from the date of the certification of the final election results. If less than two members of the Nominating and Corporate Governance Committee are elected at a meeting for the election of directors, the independent members of the Board of Directors who were elected shall consider and act upon the tendered resignation. If a director’s resignation is not accepted by the Board, such director will continue to serve until the next annual meeting and until a successor is duly elected, or the earlier of resignation or removal. If a director’s resignation is accepted by the Board, then the Board, in its sole discretion, may fill any resulting vacancy pursuant to the provisions of Section 2.6 of these Bylaws or may decrease the size of the Board pursuant to the provisions of Section 2.1 of these Bylaws. For purposes of this Section 2.4, a majority of the votes cast means that the number of shares voted “for” must exceed the number of shares voted “against” with respect to that director’s election. For the avoidance of doubt, votes cast shall not include abstentions. |
| 2022 PROXY STATEMENT | › | B-17 |
| APPENDIX B |
| 2.9 | REGULAR MEETINGS. Regular meetings of the Board of Directors may be held without notice at such times and at such places as the Board of Directors may determine. |
| 2.12 | QUORUM AND ACTION BY UNANIMOUS CONSENT. |
| (a) | Quorum. A majority of the directors in office shall constitute a quorum for the transaction of business but less than a quorum may adjourn from time to time to reconvene at such time and place as they may determine. |
| (b) | Action by Unanimous Consent. Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if, prior or subsequent to the action, a consent or consents thereto by all of the directors in office is filed with the Secretary of the Company. For the purposes of this Section 2.12(b), consent may be given by means of a physical written copy or transmitted by facsimile transmission, email or similar electronic communications technology; provided that the means of giving consent shall enable the Company to keep a record of the consents in a manner satisfying the requirements of Section 107 of the Pennsylvania Associations Code. |
| 2.13 | COMPENSATION. Directors shall receive such compensation for their services as shall be fixed by the Board of Directors. |
| 2022 PROXY STATEMENT | › | B-18 |
| APPENDIX B |
| 2.18 | TERM. Each officer shall hold office until a successor is elected or appointed and qualified or until death, resignation or removal by the Board of Directors. |
| 2022 PROXY STATEMENT | › | B-19 |
| APPENDIX B |
INDEMNIFICATION
| 2022 PROXY STATEMENT | › | B-20 |
| APPENDIX B |
| 2022 PROXY STATEMENT | › | B-21 |
| APPENDIX B |
of shareholders or disinterested directors or otherwise, both as to action in an official capacity and as to action in any other capacity while holding such office or while employed by or acting as agent for the Company. The Company is specifically authorized to enter into an agreement with any of its directors, officers, employees or agents providing for indemnification and advancement of expenses that may change, enhance, qualify or limit any right to indemnification or the advancement of expenses provided by this Article III, to the fullest extent not prohibited by the PBCL or other applicable law. |
STOCK CERTIFICATES AND CORPORATE SEAL
NOTICES
| 2022 PROXY STATEMENT | › | B-22 |
| APPENDIX B |
place, day and hour of the meeting and any other information required by any other provision of the PBCL, the Articles of Incorporation or these Bylaws. |
AMENDMENTS
EMERGENCY BYLAWS
| 7.2 | MEETINGS. During any such emergency: |
| (a) | Any meeting of the Board of Directors may be called by any director. Whenever any officer of the Company who is not a director has reason to believe that no director is available to participate in a meeting, such officer may call a meeting to be held under the provisions of this Section. |
| (b) | Notice of each meeting called under the provisions of this Section shall be given by the person calling the meeting or at his request by any officer of the Company. The notice shall specify the time and the place of the meeting, which shall be the head office of the Company at the time if feasible and otherwise any other place specified in the notice. Notice need be given only to such of the directors as it may be feasible to reach at the time and may be given by such means as may be feasible at the time, including publication, radio, email or text messaging. If given by mail, messenger, telephone or telegram, the notice shall be addressed to the director at his residence or business address or such other place as the person giving the notice shall deem suitable. In the case of meetings called by an officer who is not a director, notice shall also be given similarly, to the extent feasible, to the persons |
| 2022 PROXY STATEMENT | › | B-23 |
| APPENDIX B |
named on the list referred to in part (c) of this Section. Notice shall be given at least two (2) calendar days before the meeting if feasible in the judgment of the person giving the notice and otherwise the meeting may be held on any shorter notice as deemed suitable. |
| (c) | At any meeting called under the provisions of this Section, the director or directors present shall constitute a quorum for the transaction of business. If no director attends a meeting called by an officer who is not a director and if there are present at least three of the persons named on a numbered list of personnel approved by the Board of Directors before the emergency, those present (but not more than the seven appearing highest in priority on such list) shall be deemed directors for such meeting and shall constitute a quorum for the transaction of business. |
| 7.5 | LIABILITY. No officer, director or employee acting in accordance with these emergency bylaws shall be liable except for willful misconduct. |
PENNSYLVANIA ACT 36 OF 1990
FORUM SELECTION
As amended , 2022.
| 2022 PROXY STATEMENT | › | B-24 |
GLATFELTER CORPORATION HOLLY BRODESSER 4350 CONGRESS STREET, SUITE 600 CHARLOTTE, NC 28209 Your vote matters-here’s how to votel code above VOTE BY INTERNET-www.proxywote.com or scan the QR Use the internet to it your voting instructions and for electronic delivery of information Vote by 11:59 pm. Eastern Time on 2022 for shares held directly and by 11:59 pm. Eastern Time on 2022 for shares held in a Plan. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form VOTE BY PHONE-1-400-600-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59pm. CateTime on 2022 for shares held directly and by 11:59pm. T on 2002 for shares held in a Plan. Have your proxy card in hand when you call and then follow the int VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or retum it to Vote Processing, oo Broadridge, 51 Mercedes Way Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INKAS FOLLOWS: GLATTELTER CORPORATION The Board of Directors recommends a vote Q Proposals 1, 2, 3, 4, 5 and 6. D91491-553608 THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. 1. FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY Proposal to approve amendments to our Articles of Incorporation and Bylaws to implement a majority voting standard for uncontested director elections 2. Proposal to approve an amendment to our Articles of incorporation to eliminate cumulative voting in director elections 3. Proposal to approve an amendment to our Bylaws to allow the Board of Directors of the Company (the “Board” or “Board of Directors”) to determine 00 the number of authorized directors by resolution 4. Proposal to approve an amendment to our Bylaws to allow our Board to determine the time and place of the annual meeting 0 0 0 0 0 0 5. Proposal to approve an amendment to our Bylaws to provide for proxy access, which would allow eligible shareholders to include their own nominees for director in the Company’s proxy materials along with the Board’s nominees 6. Proposal to approve amendments to our Bylaws to clarify our voting standards. NOTE: If voting by mail, this section must be completed for your vote to be counted. Please sign exactly as name) appear hereon Joint owners should each sign. When signing as attorney, executor, administrator, corporate office trustee, guardian, or custodian, please give full title.Glatfelter Corporation Signature PLEASE SIGN WITHIN BOX Date Signatum (Joint Owne Date
Glatfelter Company
Basis 25x38 -- 37 lb. Recycled.
27
PROXY
P. H. GLATFELTER COMPANY
SPRING GROVE, PENNSYLVANIA
------------------------------------------------------------Corporation 2022 Special Shareholder Meeting .2022 at a.m. Eastern Time www.virtualshareholdermeeting.com/GLT20225M To be admitted to the Meeting Website, you must enter the 16-digit control number found on your proxy card, voting instruction form, or Notice of Special Meeting (“Notice”). You may vote your shares and ask questions during the Special Meeting by following the instructions available on the Meeting Website. We encourage you to access the Meeting Website prior to the start time to familiarize yourself with the virtual platform and ensure you can hear the streaming audio. Online access will be available starting at a.m., Eastern Time, on 2022. Important Notice Regarding the Availability of Proxy Materials for the 2022 Special Meeting of Shareholders to be Held ,2022: Glatfelter Corporation’s Proxy Statement for the 2022 Special Meeting of Shareholders is available at www.glatfelter.com/investors/financials-and-filings/ and www.proxyvote.com. IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.â–¼ 091492-553608 Proxy-GLATFELTER CORPORATION CHARLOTTE, NORTH CAROLINA PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY FOR THE ANNUALSPECIAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 26, 2000.2022 AT A.M. EASTERN TIME The undersigned shareholder of P. H. Glatfelter CompanyCorporation hereby appoints Roger S. Hillas, Paul R. RoedelKevin M. Fogarty and John M. SanzoLee C. Stewart and each of them, attorneys and proxies, with power of substitution in each of them, to vote and act for and on behalf of the undersigned at the annual meetingSpecial Meeting of shareholdersShareholders of the Company to be held virtually at the Company's Spring Grove mill, 228 South Main Street,
Spring Grove, Pennsylvania,www.virtualshareholdermeeting.com/GLT2022SM on Wednesday, April 26, 2000,2022, and at all adjournments thereof, according to the number of shares which the undersigned would be entitled to vote if then personally present, as indicated hereon and in their discretion, to the extent permitted by applicable law, rule or regulation, upon such other business as may come before the meeting all as
set forth in the notice of the meeting and in the proxy statement furnished
herewith, copies of which have been received by the undersigned; and hereby ratifies and confirms all that said attorneys and proxies may do or cause to be done by virtue hereof. IT IS AGREED THAT UNLESS OTHERWISE MARKED ON THE OTHER SIDE SAID
ATTORNEYS AND PROXIES ARE APPOINTEDWhen properly executed, this proxy will be voted as directed herein. It is agreed that, if no direction is given or directed on the other side of this proxy card, said attorneys and proxies are appointed WITH AUTHORITY TO VOTEauthority to vote FOR THE ELECTION OF
DIRECTORS AND THAT AS TO THE OTHER PROPOSALS WHICH ARE DESCRIBED IN THE PROXY
STATEMENT, SAID ATTORNEYS AND PROXIES SHALL VOTE AS DIRECTED, OR IN THE ABSENCE
OF SUCH DIRECTIONS, AGAINST SUCH PROPOSALS.Proposals 1, 2, 3, 4, 5 and 6. (PLEASE FILL IN, SIGN AND DATE ON THE OTHER SIDE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE) (Continued and to be signed on reverse side) 28
/X/ Please mark your
votes as in this
example.
VOTE for all
nominees listed VOTE
at right, except as WITHHELD THE BOARD OF DIRECTORS RECOMMENDS VOTING 'FOR' THE NOMINEES.
indicated below from all nominees NOMINEES: Term Expiring in 2003:
1. Election of / / / / Robert E. Chappell
Directors: George H. Glatfelter II
Richard L. Smoot
To withhold authority to vote for any individual nominee, write that nominee's
name in the space below:
________________________________________________________________________________
________________________________________________________________________________
THE BOARD OF DIRECTORS RECOMMENDS VOTING 'AGAINST' THE FOLLOWING PROPOSALS.
2. Approval of shareholder's proposal requesting that
the Board of Directors be declassified (all Directors
elected annually)
FOR AGAINST ABSTAIN
/ / / / / /
3. Approval of shareholder's proposal urging the Board
of Directors to arrange for the sale of the Company
FOR AGAINST ABSTAIN
/ / / / / /
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.
Signature _________________________ Date __________
Signature _________________________ Date __________
IF HELD JOINTLY
NOTE: Signature should be the same as the name printed above. Executors,
administrators, trustees, guardians, attorneys, and officers of corporations
should add their title when signing.