UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
| (Exact name of registrant as specified in its charter) |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including
area code:
| Former name or former address, if changed since last report |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
EXPLANATORY NOTE
Magnera Corporation (“Magnera” or the “Company”) (previously known as Glatfetler Corporation) is filing this Amendment No. 1 to Current Report on Form 8-K/A, as originally filed with the Securities and Exchange Commission on November 4, 2024 (the “Original 8-K”), solely to correct a scrivener’s error contained in the Original 8-K with respect to the total amount of Mr. Fahnemann’s restricted stock unit grant. This amendment does not reflect events occurring after the filing of the Original 8-K and no other changes are being made to any other disclosure contained in the Original 8-K.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
The first paragraph of Item 5.02 of the Original 8-K under the heading “Omnibus Incentive Plan Grants” is hereby amended and restated in its entirety to read as follows and no other changes are being made to such Item 5.02.
Effective on the Closing Date, the Company approved annual restricted stock unit grants for each of its non-employee directors in the amount of $200,000, to be vested on the first anniversary of the Closing Date (inclusive of a one-time grant of $50,000 relating to assuming the role of directors of Magnera, other than Mr. Fahnemann who received a grant equal to $150,000). The restricted stock unit grants to non-employee directors were granted on the director restricted stock unit award agreement attached as Exhibit 10.9 to the Original 8-K. The number of restricted stock units granted will be determined by dividing the annual award value by the closing price of the Company’s stock on the Closing Date.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Magnera Corporation | ||
| November 20, 2024 | By: | /s/ Jill L. Urey |
| Name: Jill L. Urey | ||
| Title: Executive Vice President, General Counsel and Corporate Secretary | ||