01—Abstract
Summary
Summary of the 8-K filed May 2, 2025. Cited figures are marked; the original filing is the authoritative source.
Smurfit Westrock plc held its 2025 annual general meeting of shareholders on May 2, 2025.
Shareholders elected all 13 director nominees, with each receiving between 98.16%a and 99.78% of votes cast in favor. They also approved the non-binding advisory vote on named executive officer compensation (95.32% for) and ratified KPMG as the independent registered public accounting firm and statutory auditor under Irish law for the fiscal year ended December 31, 2025 (99.93% for). On the remaining proposals, shareholders approved the Audit Committee's authority to set KPMG's remuneration (99.30% for), the Board's authority to issue shares under Irish law (98.01% for), and the price range at which treasury shares can be re-issued (99.55% for).
The Board's authority to opt out of statutory pre-emption rights received the lowest support of the items approved, at 87.51%b for and 12.49% against. On the frequency of future say-on-pay votes, the "One Year" option received the majority, with 98.73% of votes cast. Following this result, the Board decided the Company will hold an annual advisory vote on named executive officer compensation until the next required frequency vote, which the filing notes must occur every six years.
02—Key points
Key Highlights
- All 13 director nominees were elected, with support ranging from 98.16% (Terrell K. Crews) to 99.78% (Jørgen Buhl Rasmussen) of votes cast.
- Shareholders approved the non-binding advisory vote on executive compensation with 95.32% of votes cast in favor, against 4.68% opposed.
- The "One Year" option received the majority in the frequency vote, with 98.73% of votes cast, and the Board adopted an annual say-on-pay vote.
- KPMG was ratified as independent registered public accounting firm and statutory auditor under Irish law for the fiscal year ended December 31, 2025, with 99.93% of votes cast in favor.
- The Board's authority to issue shares under Irish law was approved with 98.01% of votes cast in favor.
- The Board's authority to opt out of statutory pre-emption rights received 87.51% support, the lowest approval rate among the items voted on.
- The price range for re-issuing treasury shares was approved with 99.55% of votes cast in favor.
03—Questions
Frequently Asked Questions
When and where was the 2025 annual general meeting held?
The annual general meeting of shareholders was held on May 2, 2025. The proposals were described in the Company's definitive proxy statement filed with the SEC on March 19, 2025.
Who was elected to the Board of Directors?
Shareholders elected all 13 director nominees: Irial Finan, Anthony Smurfit, Ken Bowles, Colleen F. Arnold, Timothy J. Bernlohr, Carole L. Brown, Terrell K. Crews, Carol Fairweather, Mary Lynn Ferguson-McHugh, Suzan F. Harrison, Kaisa Hietala, Lourdes Melgar, Jørgen Buhl Rasmussen, and Alan D. Wilson. Each received at least 98.16% of votes cast in favor.
How often will the Company hold say-on-pay votes going forward?
Shareholders voted for a "One Year" frequency, with 98.73% of votes cast. The Board decided to hold an annual advisory vote on named executive officer compensation until the next required frequency vote, which the filing states must be held every six years.
Which proposal had the weakest shareholder support?
The Board's authority to opt out of statutory pre-emption rights under Irish law received the lowest support, with 87.51% of votes cast in favor and 12.49% against. Shareholders still approved this proposal.
04—Continue