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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or former address, if changed since last report
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the appropriate box below if the Form 8-K filing is intended to simultaneously
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Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
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Indicate
by check mark whether the registrant is an emerging growth company in as
defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or
Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant
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new or revised financial accounting standards provided pursuant to Section
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the 2026 Annual Meeting of
Shareholders, the Company’s shareholders voted upon the following three
proposals, each of which is described in more detail in the definitive proxy
statement filed by the Company with the Securities and Exchange Commission on January
14, 2026. The final voting results for each proposal are as follows:
Proposal 1. The election of nine directors of the
Board to serve until the Company’s 2027 Annual Meeting of Shareholders and
until their successors are elected and qualified.
Each of the nine nominees
for director was elected and the voting results are set forth below:
| Director Nominee | For | Against | Abstain | Broker Non-Votes |
| Curtis L. Begle | 27,119,498 | 45,206 | 3,873 | 2,883,319 |
| Bruce Brown | 26,908,241 | 253,214 | 7,122 | 2,883,319 |
| Michael S. Curless | 26,933,672 | 207,828 | 27,077 | 2,883,319 |
| Thomas M. Fahnemann | 27,125,126 | 36,320 | 7,131 | 2,883,319 |
| Kevin M. Fogarty | 27,058,534 | 97,318 | 12,725 | 2,883,319 |
| Mary D. Hall | 27,132,989 | 18,525 | 17,063 | 2,883,319 |
| Samantha J. Marnick | 26,949,181 | 193,645 | 25,751 | 2,883,319 |
| C. Rick Rickertsen | 27,051,482 | 99,594 | 17,501 | 2,883,319 |
| Thomas E. Salmon | 25,473,972 | 1,680,202 | 14,403 | 2,883,319 |
Proposal 2. The ratification of the
appointment of Ernst & Young LLP as the Company's independent registered public
accounting firm for the fiscal year ending September 26, 2026. The proposal was approved by a vote of the shareholders as follows:
| For | Against | Abstain | Broker Non-Votes |
| 29,952,530 | 83,137 | 16,229 | N/A |
Proposal 3. Advisory approval of the Company’s fiscal year 2025 named executive officer compensation (“Say-on-Pay”). The proposal was approved by a vote of the shareholders as follows:
| For | Against | Abstain | Broker Non-Votes |
| 26,948,106 | 213,281 | 7,190 | 2,883,319 |
| 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 |
| March 12, 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 |
