01—Abstract
Summary
Summary of the 8-K filed May 13, 2026. Cited figures are marked; the original filing is the authoritative source.
Packaging Corporation of America (PCA) reported in this Current Report on Form 8-K (Item 5.07) the results of its 2026 Annual Meeting of Stockholders, held May 12, 2026.
Stockholders voted on three proposals: the election of nine directors, ratification of KPMG LLP as the independent registered public accounting firm, and an advisory approval of executive compensation. All nine director nominees were elected. Cheryl K.
Beebe received 74,535,448 votes for, 5,009,056 against and 41,399 abstentions. Samuel M. Mencoff and Roger B.
Porter drew the largest opposition, with 8,681,658 and 11,849,812 votes against, respectively. Broker non-votes were 3,975,507 for each nominee.
Stockholders ratified KPMG LLP as the auditor with 82,796,126 votes for, 744,560 against and 20,724 abstentions. The executive compensation proposal passed with 76,265,206 votes for, 2,299,022 against, 1,021,675 abstentions and 3,975,507 broker non-votes.
02—Key points
Key Highlights
- PCA held its 2026 Annual Meeting of Stockholders on May 12, 2026.
- All nine director nominees were elected, 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 and Thomas S. Souleles.
- Cheryl K. Beebe received 74,535,448 votes for and 5,009,056 votes against, the highest against count among the nominees other than Mencoff and Porter.
- Samuel M. Mencoff (8,681,658 against) and Roger B. Porter (11,849,812 against) received the largest votes against among the director nominees.
- KPMG LLP's appointment as independent registered public accounting firm was ratified, with 82,796,126 votes for and 744,560 against.
- The advisory executive compensation proposal was approved with 76,265,206 votes for and 2,299,022 against.
- Broker non-votes were 3,975,507 on each director nominee and on the executive compensation proposal.
03—Questions
Frequently Asked Questions
When and where was PCA's 2026 Annual Meeting held?
The filing states that PCA held its 2026 Annual Meeting of Stockholders on May 12, 2026. The filing does not state a location.
Which directors were elected at the meeting?
All nine nominees were elected: Cheryl K. Beebe, Duane C. Farrington, Karen E. Gowland, Donna A. Harman, Mark W. Kowlzan, Robert C. Lyons, Samuel M. Mencoff, Roger B. Porter and Thomas S. Souleles.
Which director nominees received the most votes against?
Roger B. Porter received 11,849,812 votes against and Samuel M. Mencoff received 8,681,658 votes against, the largest opposition among the nominees. Cheryl K. Beebe received 5,009,056 votes against and Thomas S. Souleles received 4,291,228.
Did stockholders approve the choice of auditor?
Yes. Stockholders ratified the audit committee's appointment of KPMG LLP as PCA's independent registered public accounting firm, with 82,796,126 votes for, 744,560 against and 20,724 abstentions.
How did stockholders vote on executive compensation?
The executive compensation proposal was approved, with 76,265,206 votes for, 2,299,022 votes against, 1,021,675 abstentions and 3,975,507 broker non-votes.
04—Continue