Magnera (MAGN) Proxy filing summary

Executive summary

• Annual meeting scheduled for March 9, 2026, with voting on director elections, auditor ratification, and executive compensation approval.

• Company completed a major merger in November 2024, forming a new entity with 8,500 employees and $3.2B in revenue for FY2025.

• Proxy materials and annual report are available online; shareholders of record as of December 31, 2025, are eligible to vote.

Voting matters and shareholder proposals

• Shareholders will vote to elect nine directors for one-year terms, ratify Ernst & Young LLP as auditor, and approve executive compensation on an advisory basis.

• Board recommends voting FOR all proposals.

• Proxy access allows eligible shareholders to nominate directors in the proxy statement.

Board of directors and corporate governance

• Board consists of nine members, majority independent, with an independent non-executive chair.

• Committees: Audit, Compensation, and Nominating & Corporate Governance, all comprised of independent directors.

• Annual board and committee self-assessments, director education, and majority voting standard for director elections.

• No shareholder rights plan; shareholders can call special meetings.