01—Abstract
Summary
Summary of the 8-K filed May 9, 2024. Cited figures are marked; the original filing is the authoritative source.
Packaging Corporation of America (PKG) filed this Form 8-K to report results from its 2024 Annual Meeting of Stockholders, held May 8, 2024.
The filing covers two items: stockholder approval of the Second Amended and Restated 1999 Long-Term Equity Incentive Plan (Item 5.02) and the voting results for all matters put to stockholders (Item 5.07). The Plan's description appears in the Proxy Statement filed March 28, 2024, as supplemented on April 3, 2024, and the full Plan text was attached as Appendix B to the Proxy Statement. All eleven director nominees received more votes for than against, though the margins varied.
Cheryl K. Beebe received 72,134,723 votes for and 4,673,558 against, while Roger B. Porter received 61,236,883 votes for and 13,113,239 against.
The stockholder proposal regarding a director election resignation bylaw received 12,644,915 votes for and 63,816,263 votes against. The Plan was approved with 70,515,959 votes for and 6,210,977 votes against. Stockholders also ratified KPMG LLP as the independent registered public accounting firm with 80,848,054 votes for and 1,830,602 votes against, and approved executive compensation with 71,793,232 votes for and 4,930,720 votes against.
For investors, the key takeaways are the stockholder approval of the equity incentive plan, the reappointment of KPMG LLP, and the continued support for the director slate. The 8-K also records a stockholder proposal that drew substantially more votes against than for.
02—Key points
Key Highlights
- Stockholders approved the Second Amended and Restated 1999 Long-Term Equity Incentive Plan on May 8, 2024, with 70,515,959 votes for and 6,210,977 votes against.
- All eleven director nominees received more votes for than against, including Cheryl K. Beebe (72,134,723 for; 4,673,558 against) and Mark W. Kowlzan (71,010,084 for; 5,794,306 against).
- Roger B. Porter had the most votes against among nominees, at 13,113,239, with 61,236,883 votes for.
- The stockholder proposal regarding a director election resignation bylaw received 12,644,915 votes for and 63,816,263 votes against.
- KPMG LLP was ratified as the independent registered public accounting firm with 80,848,054 votes for and 1,830,602 votes against.
- Executive compensation was approved with 71,793,232 votes for and 4,930,720 votes against.
- Broker non-votes totaled 5,500,434 on each of the director, Plan, and executive compensation matters.
03—Questions
Frequently Asked Questions
What did stockholders approve regarding the equity incentive plan?
Stockholders approved the Second Amended and Restated 1999 Long-Term Equity Incentive Plan. The vote was 70,515,959 for, 6,210,977 against, 118,043 abstentions, and 5,500,434 broker non-votes. The Plan's summary appeared in the 2024 Proxy Statement, and the full Plan text was attached as Appendix B.
Who are the director nominees and how did they fare in the vote?
The nominees were Cheryl K. Beebe, Duane C. Farrington, Karen E. Gowland, Donna A. Harman, Mark W. Kowlzan, Robert C. Lyons, Thomas P. Maurer, Samuel M. Mencoff, Roger B. Porter, Thomas S. Souleles, and Paul T. Stecko. Each received more votes for than against. Samuel M. Mencoff and Roger B. Porter had the largest counts of votes against, at 8,165,851 and 13,113,239, respectively.
Which independent accounting firm did stockholders ratify?
Stockholders ratified the audit committee's appointment of KPMG LLP as the independent registered public accounting firm. The vote was 80,848,054 for, 1,830,602 against, and 36,757 abstentions.
What was the outcome of the stockholder proposal on director resignation?
The proposal regarding a director election resignation bylaw received 12,644,915 votes for, 63,816,263 votes against, 383,801 abstentions, and 5,500,434 broker non-votes. Votes against exceeded votes for.
How did stockholders vote on executive compensation?
Stockholders approved PCA's executive compensation with 71,793,232 votes for, 4,930,720 votes against, 121,018 abstentions, and 5,500,434 broker non-votes.
04—Continue