Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Change in Board Class. In September 2021, valued longtime director Dr. Joanne
Smith passed away, resulting in the Board of Directors (the "Board") of
AptarGroup, Inc. (the "Company") having uneven Board classes. The Company's
Amended and Restated Certificate of Incorporation requires membership of the
Board's three director classes to be as nearly equal in number as possible. In
order to achieve three director classes as nearly equal in number as possible,
the Board determined that one of its members should be reclassified from the
class with a term expiring at the Company's 2022 Annual Meeting of Stockholders
to a class with a term expiring at the Company's 2023 Annual Meeting of
Stockholders. Accordingly, effective January 19, 2022, Candace Matthews, a
member of the Board, resigned from her position as a Board member of the class
with a term expiring at the Company's 2022 Annual Meeting of Stockholders,
subject to and conditioned upon her immediate reappointment as a Board member of
the class with a term expiring at the Company's 2023 Annual Meeting of
Stockholders. The Board accepted Ms. Matthews' resignation and immediately
reappointed her as a Board member of the class with a term expiring at the
Company's 2023 Annual Meeting of Stockholders. The resignation and reappointment
of Ms. Matthews was effected solely for the purpose of reclassifying the members
of the Board into three classes as nearly equal in number as possible, and for
all other purposes, Ms. Matthews' service on the Board is deemed to have
continued uninterrupted.
Following Ms. Matthews' reappointment as a Board member of the class with a term
expiring at the Company's 2023 Annual Meeting of Stockholders, the Company's
classes of directors with terms expiring at the Company's 2022 Annual Meeting of
Stockholders and 2023 Annual Meeting of Stockholders consist of three members
and the Company's class of directors with a term expiring at the Company's 2024
Annual Meeting of Stockholders consists of four members. There were no changes
to Ms. Matthews' committee assignments or compensation as a non- employee
director as a result of the resignation and reappointment.
Employment Agreement. On January 25, 2022, the Company and Gael Touya entered
into an Expatriate Letter Agreement (the "Expatriate Agreement") pursuant to
which (i) Mr. Touya's existing employment agreement is suspended while he is on
assignment with the Company in the United States and (ii) Mr. Touya will receive
compensation and benefits consistent with similarly-situated employees of the
Company on an expatriate assignment or as otherwise approved by the Management
Development and Compensation Committee of the Board, which includes, among other
items, a company car, educational assistance, a housing allowance and tax
equalization payments. The foregoing description is qualified in its entirety by
reference to the Expatriate Agreement, a copy of which is filed as Exhibit 10.1
to this report and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
10.1 Expatriate Letter Agreement dated as of January 25, 2022 among
AptarGroup, Inc., Aptar Europe Holding SAS and Gael Touya, including the
Employment Contract Amendment Suspending the French Contract.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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APTARGROUP, INC. 
