01—Abstract
Summary
Summary of the 8-K filed May 12, 2025. Cited figures are marked; the original filing is the authoritative source.
Packaging Corporation of America (PCA), trading under the symbol PKG on the New York Stock Exchange, filed this Current Report under Item 5.07 to report the results of its 2025 Annual Meeting of Stockholders, held May 7, 2025.
Stockholders elected all ten director nominees, including Cheryl K. Beebe, Duane C. Farrington, Karen E.
Gowland, Donna A. Harman, Mark W. Kowlzan, Robert C.
Lyons, Samuel M. Mencoff, Roger B. Porter, Thomas S.
Souleles, and Paul T. Stecko. Vote totals for each nominee are reported, with the most votes against the nominees Beebe (5,275,498) and Mencoff and Porter, who had the highest abstention counts among others.
Stockholders also ratified the audit committee's appointment of KPMG LLP as the independent registered public accounting firm, with 80,335,918 votes for, 1,214,521 against, and 88,989 abstentions. In a non-binding advisory vote, stockholders approved PCA's executive compensation, with 69,405,053 votes for, 4,174,407 against, 1,259,272 abstentions, and 6,800,696 broker non-votes.
For investors, the filing reflects routine annual meeting outcomes with no reported changes to governance, financial results, or business operations. The results indicate broad support for board nominees, the auditor, and executive pay, though a meaningful number of votes were cast against certain directors and the compensation proposal.
02—Key points
Key Highlights
- All ten director nominees were elected at the May 7, 2025 Annual Meeting of Stockholders.
- Cheryl K. Beebe received the most votes against (5,275,498) among the director nominees, followed by Samuel M. Mencoff with 5,707,833 votes against.
- KPMG LLP was ratified as the independent registered public accounting firm with 80,335,918 votes for and 1,214,521 against.
- Stockholders approved executive compensation on an advisory basis with 69,405,053 votes for and 4,174,407 votes against.
- Broker non-votes totaled 6,800,696 on each director election and on the executive compensation proposal.
- The filing reports no changes to financial results, business strategy, or operations; it covers only annual meeting voting outcomes.
03—Questions
Frequently Asked Questions
When and where was the 2025 Annual Meeting held?
The meeting was held on May 7, 2025, by Packaging Corporation of America, as reported in this Item 5.07 filing.
Were all director nominees elected?
Yes. The filing lists ten nominees, each with votes for, votes against, abstentions, and broker non-votes, and reports them as elected by stockholders.
Who is PCA's independent auditor, and was the appointment approved?
KPMG LLP is the independent registered public accounting firm. The audit committee's appointment was ratified by 80,335,918 votes for, 1,214,521 against, and 88,989 abstentions.
How did stockholders vote on executive compensation?
Stockholders approved PCA's executive compensation with 69,405,053 votes for, 4,174,407 votes against, 1,259,272 abstentions, and 6,800,696 broker non-votes.
Does this filing disclose any financial results or business changes?
No. The filing only reports the outcomes of the annual meeting votes on director elections, the auditor ratification, and executive compensation.
04—Continue