Mativ (MATV) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for April 30, 2025, to be held virtually, with voting on key proposals including director election, auditor ratification, executive compensation, and an amendment to the equity plan.

• Shareholders of record as of March 10, 2025, are eligible to vote; a majority of outstanding shares is required for quorum.

• The Board recommends voting FOR all proposals on the agenda.

Voting matters and shareholder proposals

• Election of Kimberly E. Ritrievi, ScD as Class III director for a term expiring at the 2028 Annual Meeting.

• Ratification of Deloitte & Touche LLP as independent registered public accounting firm for 2025.

• Non-binding advisory vote to approve executive compensation (say-on-pay).

• Approval of an amendment to the 2024 Equity and Incentive Plan, increasing available shares by 2,300,000.

• Procedures for shareholder proposals and director nominations for the 2026 Annual Meeting are outlined.

Board of directors and corporate governance

• Board consists of five directors post-meeting, with four of five being independent.

• Board divided into three classes; directors not eligible for re-election after age 72 unless an exception is made.

• Board diversity includes gender and racial representation; skills matrix covers strategic, financial, legal, and ESG expertise.

• Standing committees: Audit, Compensation, and Nominating & Governance, all composed of independent directors.

• Annual board and committee evaluations, director training, and overboarding policy in place.

• No stockholder rights plan; majority vote resignation policy for directors.