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Glatfelter Corp. – ‘10-K’ for 12/31/23 – ‘EX-97.1’

On:  Wednesday, 2/28/24, at 4:38pm ET   ·   For:  12/31/23   ·   Accession #:  41719-24-7   ·   File #:  1-03560

Previous ‘10-K’:  ‘10-K’ on 2/27/23 for 12/31/22   ·   Latest ‘10-K’:  This Filing   ·   27 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size

 2/28/24  Glatfelter Corp.                  10-K       12/31/23  148:16M

Annual Report   —   Form 10-K   —   SEA’34

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   2.75M 
 2: EX-10.22    Material Contract                                   HTML     41K 
 3: EX-21.1     Subsidiaries List                                   HTML     46K 
 4: EX-23.1     Consent of Expert or Counsel                        HTML     40K 
 9: EX-97.1     Clawback Policy re: Recovery of Erroneously         HTML     67K 
                Awarded Compensation                                             
 5: EX-31.1     Certification -- §302 - SOA'02                      HTML     45K 
 6: EX-31.2     Certification -- §302 - SOA'02                      HTML     45K 
 7: EX-32.1     Certification -- §906 - SOA'02                      HTML     42K 
 8: EX-32.2     Certification -- §906 - SOA'02                      HTML     42K 
15: R1          Cover                                               HTML    108K 
16: R2          Audit Information                                   HTML     46K 
17: R3          Consolidated Statements of Income (Loss)            HTML    165K 
18: R4          Consolidated Statements of Comprehensive Income     HTML     70K 
                (Loss)                                                           
19: R5          Consolidated Statements of Comprehensive Income     HTML     46K 
                (Loss) (Parenthetical)                                           
20: R6          Consolidated Balance Sheets                         HTML    146K 
21: R7          Consolidated Balance Sheets (Parenthetical)         HTML     51K 
22: R8          Consolidated Statements of Cash Flows               HTML    163K 
23: R9          Consolidated Statements of Shareholders' Equity     HTML     88K 
24: R10         Consolidated Statements of Shareholders' Equity     HTML     42K 
                (Parenthetical)                                                  
25: R11         Organization                                        HTML     44K 
26: R12         Accounting Policies                                 HTML     71K 
27: R13         Acquisitions                                        HTML     49K 
28: R14         Discontinued Operations                             HTML     51K 
29: R15         Sale of Ober-schmitten, Germany Facility            HTML     51K 
30: R16         Goodwill and Asset Impairments                      HTML     60K 
31: R17         Gain on Dispositions of Plant, Equipment and        HTML     61K 
                Timberlands                                                      
32: R18         Revenue                                             HTML    113K 
33: R19         Earnings Per Share                                  HTML     63K 
34: R20         Accumulated Other Comprehensive Income              HTML    133K 
35: R21         Income Taxes                                        HTML    171K 
36: R22         Stock-Based Compensation                            HTML     94K 
37: R23         Retirement Plans and Other Post-Retirement          HTML    175K 
                Benefits                                                         
38: R24         Inventories                                         HTML     49K 
39: R25         Plant, Equipment and Timberlands                    HTML     53K 
40: R26         Goodwill and Intangible Assets                      HTML    203K 
41: R27         Other Long-Term Assets                              HTML     52K 
42: R28         Other Current Liabilities                           HTML     56K 
43: R29         Leases                                              HTML     59K 
44: R30         Long-Term Debt                                      HTML     78K 
45: R31         Fair Value of Financial Instruments                 HTML     70K 
46: R32         Financial Derivatives and Hedging Activities        HTML    114K 
47: R33         Shareholders' Equity                                HTML     55K 
48: R34         Commitments, Contingencies and Legal Proceedings    HTML     67K 
49: R35         Segment and Geographic Information                  HTML    147K 
50: R36         Subsequent Event                                    HTML     44K 
51: R37         Schedule II - Valuation and Qualifying Accounts     HTML     65K 
52: R38         Pay vs Performance Disclosure                       HTML     53K 
53: R39         Insider Trading Arrangements                        HTML     46K 
54: R40         Accounting Policies (Policies)                      HTML    116K 
55: R41         Accounting Policies (Tables)                        HTML     54K 
56: R42         Sale of Ober-schmitten, Germany Facility (Tables)   HTML     71K 
57: R43         Goodwill and Asset Impairments (Tables)             HTML     55K 
58: R44         Gain on Dispositions of Plant, Equipment and        HTML     71K 
                Timberlands (Tables)                                             
59: R45         Revenue (Tables)                                    HTML    111K 
60: R46         Earnings Per Share (Tables)                         HTML     65K 
61: R47         Accumulated Other Comprehensive Income (Tables)     HTML    134K 
62: R48         Income Taxes (Tables)                               HTML    177K 
63: R49         Stock-Based Compensation (Tables)                   HTML     88K 
64: R50         Retirement Plans and Other Post-Retirement          HTML    186K 
                Benefits (Tables)                                                
65: R51         Inventories (Tables)                                HTML     50K 
66: R52         Plant, Equipment and Timberlands (Tables)           HTML     54K 
67: R53         Goodwill and Intangible Assets (Tables)             HTML    205K 
68: R54         Other Long-Term Assets (Tables)                     HTML     52K 
69: R55         Other Current Liabilities (Tables)                  HTML     55K 
70: R56         Leases (Tables)                                     HTML     58K 
71: R57         Long-Term Debt (Tables)                             HTML     70K 
72: R58         Fair Value of Financial Instruments (Tables)        HTML     68K 
73: R59         Financial Derivatives and Hedging Activities        HTML    111K 
                (Tables)                                                         
74: R60         Shareholders' Equity (Tables)                       HTML     50K 
75: R61         Commitments, Contingencies and Legal Proceedings    HTML     62K 
                (Tables)                                                         
76: R62         Segment and Geographic Information (Tables)         HTML    135K 
77: R63         Organization (Details)                              HTML     49K 
78: R64         Accounting Policies - Schedule of Plant, Equipment  HTML     53K 
                and Timberlands (Details)                                        
79: R65         Accounting Policies - Additional Information        HTML     77K 
                (Details)                                                        
80: R66         Acquisitions (Details)                              HTML     87K 
81: R67         Discontinued Operations (Details)                   HTML     55K 
82: R68         Sale of Ober-schmitten, Germany Facility -          HTML     51K 
                Additional Information (Details)                                 
83: R69         Sale of Ober-schmitten, Germany Facility - Loss on  HTML     67K 
                Sale (Details)                                                   
84: R70         Goodwill and Asset Impairments - Additional         HTML     60K 
                Information (Details)                                            
85: R71         Goodwill and Asset Impairments - Schedule of Asset  HTML     68K 
                Impairment Charges (Details)                                     
86: R72         Gain on Dispositions of Plant, Equipment and        HTML     52K 
                Timberlands (Details)                                            
87: R73         Revenue (Details)                                   HTML    115K 
88: R74         Earnings Per Share - Summary of Details of Basic    HTML     71K 
                and Diluted Earnings (Loss) Per Share (Eps)                      
                (Details)                                                        
89: R75         Earnings Per Share - Summary of Number of           HTML     43K 
                Potential Anti-Dilutive Shares that have been                    
                Excluded from Computation of Diluted Earnings Per                
                Share (Details)                                                  
90: R76         Accumulated Other Comprehensive Income - Summary    HTML     75K 
                of Changes in Accumulated Other Comprehensive                    
                Income (Losses) (Details)                                        
91: R77         Accumulated Other Comprehensive Income - Summary    HTML    103K 
                of Amounts Reclassified from Accumulated Other                   
                Comprehensive Income (Losses) (Details)                          
92: R78         Income Taxes - Summary of Provision for (Benefit    HTML     69K 
                from) Income Taxes from Continuing Operations                    
                (Details)                                                        
93: R79         Income Taxes - Summary of Domestic and Foreign      HTML     50K 
                Components of Pretax Income (Loss) from Continuing               
                Operations (Details)                                             
94: R80         Income Taxes - Summary of Reconciliation of         HTML     84K 
                Statutory Federal Income Tax Rate to our Actual                  
                Effective Tax Rate for Continuing Operations                     
                (Details)                                                        
95: R81         Income Taxes - Additional Information (Details)     HTML     84K 
96: R82         Income Taxes - Summary of Deferred Income Taxes     HTML     82K 
                (Details)                                                        
97: R83         Income Taxes - Summary of Non-current Deferred Tax  HTML     44K 
                Assets and Liabilities (Details)                                 
98: R84         Income Taxes - Summary of Unrecognized Tax Benefit  HTML     57K 
                (Details)                                                        
99: R85         Income Taxes - Summary of Information Related to    HTML     47K 
                Interest and Penalties on Uncertain Tax Positions                
                (Details)                                                        
100: R86         Stock-Based Compensation - Additional Information   HTML    132K  
                (Details)                                                        
101: R87         Stock-Based Compensation - Summary of RSU and PSA   HTML     53K  
                Activity (Details)                                               
102: R88         Stock-Based Compensation - Summary of Compensation  HTML     52K  
                Expense (Details)                                                
103: R89         Stock-Based Compensation - Schedule of Information  HTML     78K  
                Related to Outstanding SOSARs (Details)                          
104: R90         Retirement Plans and Other Post-Retirement          HTML     75K  
                Benefits - Additional Information (Details)                      
105: R91         Retirement Plans and Other Post-Retirement          HTML     86K  
                Benefits - Summary of Amounts Attributable to                    
                Continuing Operations (Details)                                  
106: R92         Retirement Plans and Other Post-Retirement          HTML     54K  
                Benefits - Summary of Amounts Recognized in                      
                Consolidated Balance Sheets (Details)                            
107: R93         Retirement Plans and Other Post-Retirement          HTML     51K  
                Benefits - Summary of Amounts Recognized as                      
                Accumulated Other Comprehensive Income on Pre-Tax                
                Basis (Details)                                                  
108: R94         Retirement Plans and Other Post-Retirement          HTML     47K  
                Benefits - Summary of Weighted-average Assumptions               
                Used in Computing the Benefit Obligations                        
                (Details)                                                        
109: R95         Retirement Plans and Other Post-Retirement          HTML     49K  
                Benefits - Summary of Information for Pension                    
                Plans with Accumulated Benefit Obligation in                     
                Excess of Plan Assets (Details)                                  
110: R96         Retirement Plans and Other Post-Retirement          HTML     64K  
                Benefits - Summary of Net Periodic Benefit                       
                (Income) Expense (Details)                                       
111: R97         Retirement Plans and Other Post-Retirement          HTML     59K  
                Benefits - Summary of Other Changes in Plan Assets               
                and Benefit Obligations Recognized in Other                      
                Comprehensive Income (Loss) (Details)                            
112: R98         Retirement Plans and Other Post-Retirement          HTML     47K  
                Benefits - Summary of Weighted-average Assumptions               
                Used in Computing the Net Periodic Benefit Expense               
                (Details)                                                        
113: R99         Retirement Plans and Other Post-Retirement          HTML     58K  
                Benefits - Summary of Benefit Payments Expected to               
                be Made under Non-qualified Pension Plans and                    
                Other Benefit Plans (Details)                                    
114: R100        Inventories (Details)                               HTML     50K  
115: R101        Plant, Equipment and Timberlands - Summary of       HTML     60K  
                Plant, Equipment and Timberlands (Details)                       
116: R102        Plant, Equipment and Timberlands - Additional       HTML     43K  
                Information (Details)                                            
117: R103        Goodwill and Intangible Assets - Summary of         HTML    166K  
                Goodwill and Other Intangible Assets (Details)                   
118: R104        Goodwill and Intangible Assets - Summary of         HTML     55K  
                Amortization of Intangible Assets (Details)                      
119: R105        Goodwill and Intangible Assets - Additional         HTML     55K  
                Information (Details)                                            
120: R106        Other Long-Term Assets (Details)                    HTML     55K  
121: R107        Other Current Liabilities - Summary of Other        HTML     61K  
                Current Liabilities (Details)                                    
122: R108        Other Current Liabilities - Narrative (Details)     HTML     46K  
123: R109        Leases - Summary of Information Related to Leases   HTML     49K  
                (Details)                                                        
124: R110        Leases - Summary of Operating Lease Expense         HTML     42K  
                (Details)                                                        
125: R111        Leases - Summary of Minimum Lease Payments          HTML     53K  
                (Details)                                                        
126: R112        Long-Term Debt - Summary of Long-term Debt          HTML     88K  
                (Details)                                                        
127: R113        Long-Term Debt - Additional Information (Details)   HTML    133K  
128: R114        Long-Term Debt - Amortization of Term Loan          HTML     57K  
                Agreements Together with Maturities of Other                     
                Long-term Debt (Details)                                         
129: R115        Fair Value of Financial Instruments (Details)       HTML     76K  
130: R116        Financial Derivatives and Hedging Activities -      HTML     87K  
                Additional Information (Details)                                 
131: R117        Financial Derivatives and Hedging Activities -      HTML    115K  
                Summary of Outstanding Derivatives Used to Hedge                 
                Foreign Exchange Risks (Details)                                 
132: R118        Financial Derivatives and Hedging Activities -      HTML     59K  
                Summary of Fair Values of Derivative Instruments                 
                (Details)                                                        
133: R119        Financial Derivatives and Hedging Activities -      HTML     54K  
                Summary of Income or Loss from Derivative                        
                Instruments Recognized in Results of Operations                  
                (Details)                                                        
134: R120        Financial Derivatives and Hedging Activities -      HTML     60K  
                Summary of Fair Value Amounts Recorded as                        
                Component of Accumulated Other Comprehensive                     
                Income (Details)                                                 
135: R121        Shareholders' Equity (Details)                      HTML     46K  
136: R122        Commitments, Contingencies and Legal Proceedings -  HTML     66K  
                Summary of Minimum Annual Payment Due on                         
                Noncancelable Operating Lease (Details)                          
137: R123        Commitments, Contingencies and Legal Proceedings -  HTML     64K  
                Additional Information (Details)                                 
138: R124        Commitments, Contingencies and Legal Proceedings -  HTML     48K  
                Summary of Reserves (Details)                                    
139: R125        Segment and Geographic Information - Summary of     HTML     78K  
                Financial and Other Information by Segment                       
                (Details)                                                        
140: R126        Segment and Geographic Information - Additional     HTML     47K  
                Information (Details)                                            
141: R127        Segment and Geographic Information - Summary of     HTML     62K  
                Net Sales to External Customers and Location of                  
                Net Plant, Equipment and Timberlands (Details)                   
142: R128        Subsequent Event (Details)                          HTML     55K  
143: R129        Schedule II - Valuation and Qualifying Accounts     HTML     55K  
                (Details)                                                        
145: XML         IDEA XML File -- Filing Summary                      XML    282K  
148: XML         XBRL Instance -- glt-20231231_htm                    XML   4.30M  
144: EXCEL       IDEA Workbook of Financial Report Info              XLSX    276K  
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14: EX-101.PRE  XBRL Presentations -- glt-20231231_pre               XML   1.88M 
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146: JSON        XBRL Instance as JSON Data -- MetaLinks              826±  1.25M  
147: ZIP         XBRL Zipped Folder -- 0000041719-24-000007-xbrl      Zip    849K  


‘EX-97.1’   —   Clawback Policy re: Recovery of Erroneously Awarded Compensation


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EXHIBIT 97.1
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DODD-FRANK COMPENSATION RECOUPMENT POLICY
OF
GLATFELTER CORPORATION

Effective October 2, 2023





EXHIBIT 97.1
Section 1.    Purpose.

Glatfelter Corporation (the “Company”) has adopted this Dodd-Frank Compensation     
Recoupment Policy (this “Policy”) to implement a mandatory clawback policy in the
event of a Restatement in compliance with the applicable rules of the New York Stock
Exchange.

Any capitalized terms used, but not immediately defined, in this Policy have the
meanings set forth in Section 14.

Section 2.    Administration.

This Policy shall be administered in the sole discretion of the Committee. The
Committee shall have the discretion to interpret the Policy and make all determinations
with respect to this Policy, consistent with applicable law and this Policy. Without
limiting the foregoing, this Policy shall be interpreted in a manner that is consistent with
the requirements of the Applicable Rules, and compliance with this Policy shall not be
waived by the Committee, the Board or the Company in any respect. Any interpretations
and determinations made by the Committee shall be final and binding on all affected
individuals.

Section 3.    Effective Date.

This Policy is effective as of October 2, 2023 (the “Effective Date”). This Policy applies
to Incentive-Based Compensation that is Received by any Executive Officer on or after
the Effective Date as described in Section 7 below.

Section 4.    Amendment.

The Committee may amend this Policy from time to time in its discretion, subject to any
limitations under applicable law or listing standards, including the Applicable Rules.
Without limiting the forgoing, the Committee may amend this Policy as it deems
necessary to reflect any amendment of the Applicable Rules or regulations or guidance
issued under the Applicable Rules.

Section 5.    No Substitution of Rights; Non-Exhaustive Rights.

Any right of recoupment under this Policy is in addition to, and not in lieu of, any other
remedies or rights that may be available to the Company pursuant to (a) the Incentive
Plans, (b) the terms of any recoupment policy (including, but not limited to, the
Executive and Key Manager Compensation Clawback Policy) or provision in any
employment agreement, compensation agreement or arrangement, or other agreement, or
(c) any other legal remedies available to the Company under applicable law.

In addition to recovery of compensation as provided for in this Policy, the Company may
take any and all other actions as it deems necessary, appropriate and in the Company’s
best interest in connection with the Committee determining that this Policy should apply,
including termination of the employment of, or initiating legal action against, an




EXHIBIT 97.1
Executive Officer, and nothing in this Policy limits the Company’s rights to take any
such appropriate actions.

Section 6.    Recovery on a Restatement.

In the event that the Company is required to prepare a Restatement, the Company shall
reasonably promptly recover from an Executive Officer the amount of any erroneously
awarded Incentive-Based Compensation that is Received by such Executive Officer
during the Recovery Period. The amount of erroneously Received Incentive-Based
Compensation will be the excess of the Incentive-Based Compensation Received by the
Executive Officer (whether in cash or shares) based on the erroneous data in the original
financial statements over the Incentive-Based Compensation (whether in cash or in
shares) that would have been Received by the Executive Officer had such Incentive-
Based Compensation been based on the restated results, without respect to any tax
liabilities incurred or paid by the Executive Officer.

Recovery of any erroneously awarded compensation under this Policy is not dependent
on fraud or misconduct by any Executive Officer in connection with a Restatement.

Without limiting the foregoing, for Incentive-Based Compensation based on the
Company’s stock price or total shareholder return, where the amount of erroneously
awarded compensation is not subject to mathematical recalculation directly from the
information in the Restatement, (a) the amount shall be based on the Company’s
reasonable estimate of the effect of the Restatement on the stock price or total
shareholder return upon which the Incentive-Based Compensation was Received and (b)
the Company shall maintain documentation of the determination of that reasonable
estimate and provide such estimate to the Regulators as required by the Applicable Rules.

In addition to the foregoing, in the event that an Executive Officer fails to repay or
reimburse erroneously awarded compensation that is subject to recovery, the Committee
may require an Executive Officer to reimburse the Company for any and all expenses
reasonably incurred (including legal fees) by the Company in recovering erroneously
awarded compensation under this Policy.

Section 7.    Covered Executive Officers and Covered Incentive-Based Compensation.

This Policy covers all persons who are Executive Officers at any time during the
Recovery Period for which Incentive-Based Compensation is Received or during the
performance period applicable to such Incentive-Based Compensation. Incentive-Based
Compensation shall not be recovered under this Policy to the extent Received by any
person before the date the person served as an Executive Officer. Subsequent changes in
an Executive Officer’s employment status, including retirement or termination of
employment, do not affect the Company’s right to recover Incentive-Based
Compensation pursuant to this Policy.

This Policy shall apply to Incentive-Based Compensation that is Received by any
Executive Officer on or after the Effective Date and that results from attainment of a
Financial Reporting Measure based on or derived from financial information for any




EXHIBIT 97.1
fiscal period ending on or after the Effective Date. For the avoidance of doubt, this will
include Incentive-Based Compensation that may have been approved, awarded, or
granted to an Executive Officer on or before the Effective Date if such Incentive-Based
Compensation is Received on or after the Effective Date.

Section 8.    Methods of Recovery; Limited Exceptions.

The Committee shall determine, in its sole discretion, the method of recovering any
Incentive-Based Compensation subject to this Policy, including those methods set forth in
Section 10.

No recovery shall be required if any of the following conditions are met and the
Committee determines that, on such basis, recovery would be impracticable:

(a)the direct expense paid to a third party to assist in enforcing this Policy would exceed the amount to be recovered; provided that prior to making a determination that it would be impracticable to recover any Incentive-Based Compensation based on the expense of enforcement, the Company shall (i) have made a reasonable attempt to recover the Incentive-Based Compensation, (ii) have documented such reasonable attempts to recover, and (iii) provide the documentation to the NYSE;

(b)recovery would violate home country law where that law was adopted prior to November 28, 2022; provided that, prior to making a determination that it would be impracticable to recover any Incentive-Based Compensation based on a violation of home country law, the Company shall (i) have obtained an opinion of home country counsel, acceptable to the NYSE, that recovery would result in such violation, and (ii) provide a copy of such opinion to the NYSE; or

(c)recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees, to fail to meet the requirements of Section 401(a)(13) or Section 411(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and U.S. Treasury regulations promulgated thereunder.

Section 9.    Reporting; Disclosure; Monitoring.

The Company shall make all required disclosures and filings with the Regulators with
respect to this Policy in accordance with the requirements of the Applicable Rules, and
any other requirements applicable to the Company, including the disclosures required in
connection with the Securities and Exchange Commission filings.

Section 10.    Methods of Recovery.

Subject to Section 8, in the event that the Committee determines that this Policy should
apply, to the extent permitted by applicable law, the Company shall, as determined by the
Committee in its sole discretion, take any such actions as it deems necessary or
appropriate to recover Incentive-Based Compensation. The actions may include, without
limitation (and as applicable):





EXHIBIT 97.1
(a)forfeit, reduce or cancel any Incentive-Based Compensation (whether vested or unvested) that has not been distributed or otherwise settled;

(b)seek recovery of any Incentive-Based Compensation that was previously paid to the Executive Officer;

(c)seek recovery of any amounts realized on the vesting, exercise, settlement, sale, transfer, or other disposition of any equity-based Incentive-Based Compensation;

(d)recoup any amount in respect of Incentive-Based Compensation that was contributed or deferred to a plan that takes into account Incentive-Based Compensation (excluding certain tax-qualified plans, but including deferred compensation plans, and supplemental executive retirement plans, and insurance plans to the extent otherwise permitted by applicable law, including Section 409A of the Code) and any earnings accrued on such Incentive-Based Compensation;

(e)offset, withhold, eliminate or cause to be forfeited any amount that could be paid or awarded to the Executive Officer after the date of determination; and

(f)take any other remedial and recovery action permitted by law, as determined by the Committee.

In addition, the Committee may authorize legal action for breach of fiduciary duty or
other violation of law and take such other actions to enforce the obligations of the
Executive Officer to the Company as the Committee deems appropriate.

Section 11.    Notice.

Before the Company takes action to seek recovery of compensation pursuant to this
Policy against an Executive Officer, the Company shall take commercially reasonable
steps to provide such individual with advance written notice of such clawback; provided
that this notice requirement shall not in any way delay the reasonably prompt recovery of
any erroneously awarded Incentive-Based Compensation.

Section 12.    No Indemnification.

The Company shall not indemnify any current or former Executive Officer against the
loss of erroneously awarded compensation and shall not pay or reimburse any such
person for premiums incurred or paid for any insurance policy to fund such person’s
potential recovery obligations.

Section 13.    Governing Law.

This Policy and all determinations made and actions taken pursuant hereto, to the extent
not otherwise governed by mandatory provisions of the Applicable Rules, shall be
governed by and construed in accordance with the laws of the Commonwealth of
Pennsylvania without regard to choice of law principles. If any provision of this Policy
shall be held illegal or invalid for any reason, such illegality or invalidity shall not affect




EXHIBIT 97.1
the remaining parts of this Policy, but this Policy shall be construed and enforced as if the
illegal or invalid provision had never been included in this Policy.

Section 14.    Defined Terms.

The following capitalized terms used in this Policy have the following meanings:

(a)Applicable Rules” means Section 10D of the Exchange Act and Rule 10D-1 promulgated thereunder and Section 303A.14 of the Listed Company Manual of the New York Stock Exchange LLC (“NYSE”).

(b)Board” means the Board of Directors of the Company.

(c)Committee” means the Compensation Committee of the Board, or, in the absence of such committee, a majority of the independent directors serving on the Board.

(d)Exchange Act” means the Securities Exchange Act of 1934, as amended.

(e)Executive Officer” means each officer of the Company who is the Company’s president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice president of the Company in charge of a principal business unit, division or function, any other officer who performs a policy-making function, or any other person who performs similar significant policy-making functions for the Company, as determined under 17 CFR § 229.401(b).

(f)Financial Reporting Measures” means (i) measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures that are derived wholly or in part from such measures, (ii) the Company’s stock price, and (iii) total shareholder return in respect of the Company. A “Financial Reporting Measure” need not be presented within the financial statements or included in a filing with the Securities and Exchange Commission.

(g)Incentive Plans” means (i) the Company’s Amended and Restated 2022 Long-Term Incentive Plan, (ii) the Company’s Management Incentive Program, and (iii) any other incentive plans in effect from time to time.

(h)Incentive-Based Compensation” means any compensation that is granted, earned, or vested, based wholly or in part upon the attainment of a Financial Reporting Measure. Incentive-Based Compensation does not include, among other forms of compensation, equity awards that vest exclusively upon completion of a specified employment period, without any performance condition, and bonus awards that are discretionary or based on subjective goals or goals unrelated to Financial Reporting Measures.

(i)Received” – Incentive-Based Compensation is deemed “Received” for the purposes of this Policy in the Company’s fiscal period during which the Financial Reporting Measure applicable to the Incentive-Based Compensation award is attained, even if the payment or grant of the Incentive-Based Compensation occurs after the end of that period.





EXHIBIT 97.1
(j)Recovery Period” means the three completed fiscal years immediately preceding the date on which the Company is required to prepare a Restatement, which date is the earlier of (i) the date the Board, a committee of the Board, or the officer or officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare a Restatement or (ii) a date that a court, regulator or other legally authorized body directs the Company to prepare a Restatement.

(k)Regulators” means, as applicable, the Securities and Exchange Commission and NYSE.

(l)Restatement” means that the Company is required to prepare an accounting restatement due to a material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements (i) that is material to the previously issued financial statements, or (ii) that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.



Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:2/28/24
For Period end:12/31/23
10/2/234
11/28/22
 List all Filings 


27 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/02/23  Glatfelter Corp.                  10-Q        9/30/23  102:11M
 8/03/23  Glatfelter Corp.                  10-Q        6/30/23  103:10M
 5/05/23  Glatfelter Corp.                  8-K:5       5/05/23   10:160K                                   Donnelley … Solutions/FA
 5/04/23  Glatfelter Corp.                  10-Q        3/31/23   93:10M
 4/05/23  Glatfelter Corp.                  8-K:5,7,9   4/04/23   12:467K                                   Bingham McCutchen LLP/FA
 3/31/23  Glatfelter Corp.                  8-K:1,9     3/30/23   12:4.7M                                   Toppan Merrill/FA
 2/27/23  Glatfelter Corp.                  10-K       12/31/22  152:17M
 2/21/23  Glatfelter Corp.                  8-K:1,9     2/20/23   11:422K                                   Toppan Merrill/FA
12/06/22  Glatfelter Corp.                  8-K/A:5,9  12/02/22   11:12M
11/18/22  Glatfelter Corp.                  8-K:5,9    11/11/22   12:445K                                   Donnelley … Solutions/FA
 8/02/22  Glatfelter Corp.                  10-Q        6/30/22  102:12M
 5/10/22  Glatfelter Corp.                  8-K:1,9     5/09/22   11:263K                                   Donnelley … Solutions/FA
 2/25/22  Glatfelter Corp.                  10-K       12/31/21  148:17M
10/25/21  Glatfelter Corp.                  8-K:1,2,9  10/25/21   12:1.1M                                   Donnelley … Solutions/FA
 9/02/21  Glatfelter Corp.                  8-K:1,2,9   9/02/21   11:2.1M                                   Shearman & Sterling LLP
 7/23/21  Glatfelter Corp.                  8-K:1,8,9   7/22/21   12:855K                                   Shearman & Sterling LLP
 2/25/21  Glatfelter Corp.                  10-K       12/31/20  153:29M                                    ActiveDisclosure/FA
 2/26/20  Glatfelter Corp.                  10-K       12/31/19  154:28M                                    ActiveDisclosure/FA
 7/30/19  Glatfelter Corp.                  10-Q        6/30/19  104:18M                                    ActiveDisclosure/FA
 4/30/19  Glatfelter Corp.                  10-Q        3/31/19  102:13M                                    ActiveDisclosure/FA
 2/13/19  Spirit Airlines, Inc.             10-K       12/31/18  103:20M
12/19/17  Glatfelter Corp.                  8-K:1,5,9  12/14/17    2:174K                                   ActiveDisclosure/FA
 5/08/15  Glatfelter Corp.                  8-K:5       5/07/15    2:54K                                    Donnelley Fi… Express/FA
 5/02/14  Glatfelter Corp.                  10-Q        3/31/14   97:9.7M                                   Donnelley … Solutions/FA
 5/09/13  Glatfelter Corp.                  10-Q        3/31/13   91:9.2M                                   Donnelley … Solutions/FA
 3/08/13  Glatfelter Corp.                  10-K       12/31/12  153:17M                                    Donnelley … Solutions/FA
 7/06/10  Glatfelter Corp.                  8-K:5,9     7/02/10    3:50K                                    Donnelley Fi… Express/FA
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