Magnera Corporation filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
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| Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On January 29, 2026, Erin Maile was appointed by the Board of Directors
of Magnera Corporation (the “Company”) as Executive Vice President, Chief
Accounting Officer, effective February 2, 2026.
In this capacity, Ms. Maile will serve as the Company’s principal
accounting officer.
Ms. Maile, 34, previously served as the Company’s Vice President,
Finance, Corporate Controller since November 4, 2024. Prior to her employment with the Company, she
was employed by Berry Global, Inc. (“Berry”) as Director of Corporate
Accounting and External Reporting and had positions of increasing
responsibilities with Berry since joining in January 2017.
There are no arrangements
or understandings between Ms. Maile and any other person pursuant to which she
was selected as an officer, and there are no family relationships between Ms.
Maile and any of the Company’s directors or executive officers. Ms. Maile has no direct or indirect material
interest in any existing or currently proposed transaction that would require
disclosure under item 404(a) of Regulation S-K.
The Company provided Ms.
Maile a term sheet setting forth the general terms of her employment as its
Executive Vice President, Chief Accounting Officer (the “Term Sheet”). Ms. Maile will receive an annual base salary
of USD $275,000. She will be eligible to
receive annual short-term incentive awards at the target amount of $123,750
(45% of her base salary). Ms. Maile will
also be eligible to receive long-term incentive awards under the Company’s
long-term incentive plan at an annual target amount of $200,000. Ms. Maile will be required to comply with the
Company’s share ownership guidelines for senior executives, as well as other
Company policies applicable to senior executives.
Ms. Maile will
participate in the Company’s Executive Severance Plan that has “double trigger”
provisions for severance in the event of a change in control. Pursuant to the Executive Severance Plan, if
Ms. Maile resigns for good reason or her employment is terminated by the
Company without cause or within two years after a change in control, Ms. Maile
will be eligible to receive severance equal to two times the sum of her base
salary and target bonus. Additionally,
Ms. Maile’s unvested equity awards will immediately become fully vested. If Ms. Maile’s employment is terminated by
the Company without cause, not in connection with a change in control, Ms.
Maile will be eligible to receive severance equal to twelve months of her base
salary and target bonus.
The foregoing summary of
Ms. Maile’s Term Sheet does not purport to be complete and is qualified in its
entirety by reference to the full text of the Term Sheet, a copy of which will
be filed with the Securities and Exchange Commission as an exhibit to the
Company’s Quarterly Report on Form 10-Q for the quarter ended March 27, 2026.
| Item 9.01 | Financial Statements and Exhibits. |
d) Exhibits.
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104
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Cover Page
Interactive Data File (embedded within the Inline XBRL document).
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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.
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Magnera Corporation |
| February 3, 2026 | By: |
/s/ Jill L. Urey
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Jill L. Urey
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Executive
Vice President, General Counsel and
Corporate Secretary |