Magnera Corp

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Magnera Corporation

Magnera Corporation (NYSE: MAGN) serves 1,000+ customers worldwide, offering a wide range of material solutions, including components for absorbent hygiene products, protective apparel, wipes, specialty building and construction products, and products serving the food and beverage industry. Operating across 45 global facilities, Magnera is supported by over 8,500 employees.

Beliefs

Websites

Website addresses referenced in this proxy statement are provided for convenience only, and the content on the referenced websites does not constitute a part of, and is specifically not incorporated by reference into, this proxy statement.

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Cautionary Statements Regarding Forward-Looking Information

Information included or incorporated by reference in Magnera Corporation’s filings with the U.S. Securities and Exchange Commission (the “SEC”) and press releases or other public statements contains or may contain “forward-looking” statements within the meaning of the federal securities laws and are presented pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such “forward-looking” statements include, but are not limited to, statements with respect to our financial condition, results of operations and business, our expectations or beliefs concerning future events, including future financial and operating results, objectives, expectations and intentions, and other statements that are not historical facts. These statements contain words such as “believes,” “expects,” “may,” “will,” “should,” “would,” “could,” “seeks,” “approximately,” “intends,” “plans,” “estimates,” “projects,” “outlook,” “anticipates” or “looking forward” or similar expressions that relate to our strategy, plans, intentions, or expectations. All statements we make relating to our estimated and projected earnings, margins, costs, expenditures, cash flows, growth rates, and financial results or to our expectations regarding future industry trends are forward-looking statements. In addition, we, through our senior management, from time to time make forward-looking public statements concerning our expected future operations and performance and other developments. These forward-looking statements are based upon the current beliefs and expectations of the management and are subject to risks and uncertainties that may change at any time, and, therefore, our actual results may differ materially from those that we expected. These risks, uncertainties, and other unpredictable or uncontrollable factors include, but are not limited to, those described herein; in Part I, “Item 1A. Risk Factors,” and under the heading “Forward-Looking Statements” and in other sections of the Company’s Annual Report on Form 10-K for the fiscal year ended September 27, 2025 (the “2025 Form 10-K”) filed with the SEC; and in its other filings with the SEC, all of which are available on the SEC’s website at www.sec.gov.

Additionally, the forward-looking matters discussed in this proxy statement may not occur and readers are cautioned not to place undue reliance on such forward-looking statements. All forward-looking statements are made only as of the date hereof, and we undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

Year in Review

On November 4, 2024, Treasure Holdco, Inc. (“Treasure”), which was a wholly owned subsidiary of Berry Global Group, Inc. (“Berry Global”), completed its merger (the “Transaction”) with Glatfelter Corporation (“GLT”), which concurrently changed its name to Magnera Corporation (“Magnera” or the “Company”). As a result of the Transaction, pre-Transaction Treasure shareholders received shares of Magnera representing 90% of the combined company and GLT shareholders retained 10% of the combined company’s outstanding shares of common stock.

Fiscal year 2025 began upon close of the Transaction on November 4, 2024, and ended September 27, 2025.

Financial Highlights

Reconciliations of GAAP to Non-GAAP Numbers are presented in Annex A of this proxy statement.

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Nominees for Director

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Corporate Governance Highlights

Independent Chair of the Board

Regular executive sessions of independent directors

Annual election of all directors

Proactive shareholder engagement

No shareholder rights plan (poison pill)

Stock ownership requirement for directors & officers

Shareholder right to call special meeting

Majority vote standard to elect directors

Proxy access provided for in the Bylaws

Director resignation policy

Active Board and Audit Committee oversight of risk management

Annual Board and standing committee self-assessments

Compensation Highlights

The Compensation Committee designs compensation programs that reflect the Company’s financial performance and are market-competitive based on a person’s responsibilities, individual performance, and ability to exemplify the Company’s purpose, promise, and beliefs. The objectives of our executive compensation programs are to attract, retain, motivate, and reward executives crucial to achieving the Company’s near-term operating plan and long-term growth, thereby creating shareholder value.

Our compensation programs are organized around three principles:

Total compensation for our executives consists of:

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Compensation Governance and Best Practices

The Compensation Committee, comprised entirely of independent directors, regularly monitors and implements best practices in the Company’s executive compensation programs. The following practices demonstrate our commitment to strong governance within our executive compensation programs.

What We Do

What We Don’t Do

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