01—Abstract
Summary
Summary of the 8-K filed May 1, 2026. Cited figures are marked; the original filing is the authoritative source.
Smurfit Westrock plc held its 2026 annual general meeting of shareholders on May 1, 2026, and filed this Form 8-K under Item 5.07 to report the voting results.
Shareholders elected all 12 director nominees named in Proposal 1, and each of Proposals 2 through 6 was approved. The vote tallies are set out in the filing, and the proposal numbers correspond to those in the definitive proxy statement filed on March 11, 2026. Director support was strong, with the lowest For vote at 97.59%a for Kaisa Hietala and the highest at 99.71% for Carol Fairweather.
The advisory say-on-pay vote on named executive officer compensation (Proposal 2) received 93.82%b For and 6.18% Against, the weakest support among the operational proposals. The KPMG ratification (Proposal 3(a), 99.27% For) and the Audit Committee's authority to set KPMG's remuneration (Proposal 3(b), 98.74% For) both passed comfortably. The weakest result was Proposal 5, the renewal of the Board's authority to opt out of statutory pre-emption rights, which received 83.80% For and 16.20% Against.
The renewal of the Board's share issuance authority (Proposal 4) received 97.05%c For, and the price range for re-issuing treasury shares (Proposal 6) received 99.62% For. Ken Bowles, Executive Vice President and Group Chief Financial Officer, signed the report.
02—Key points
Key Highlights
- All 12 director nominees named in Proposal 1 were elected at the May 1, 2026 annual general meeting, with For votes ranging from 97.59% (Kaisa Hietala) to 99.71% (Carol Fairweather).
- Advisory say-on-pay (Proposal 2) was approved with 93.82% For (408,393,920 votes) and 6.18% Against (26,895,776 votes), the lowest support among the non-director proposals.
- Proposal 5, renewal of the Board's authority to opt out of statutory pre-emption rights under Irish law, received 83.80% For and 16.20% Against, the weakest result in the filing.
- KPMG was ratified as independent registered public accounting firm and statutory auditor under Irish law for fiscal year 2026 (Proposal 3(a)) with 99.27% For.
- The Audit Committee's authority to determine KPMG's remuneration as statutory auditor (Proposal 3(b), binding vote) was approved with 98.74% For.
- Renewal of the Board's authority to issue shares under Irish law (Proposal 4) received 97.05% For and 2.95% Against.
- Proposal 6, the price range at which treasury shares may be re-issued under Irish law, was approved with 99.62% For and 0.38% Against.
03—Questions
Frequently Asked Questions
When and where was the 2026 annual general meeting held, and what did shareholders vote on?
The meeting was held on May 1, 2026. Shareholders voted on six proposals: electing the 12 director nominees (Proposal 1), an advisory vote on executive compensation (Proposal 2), ratifying KPMG as auditor and authorizing the Audit Committee to set its remuneration (Proposals 3(a) and 3(b)), renewing the Board's share issuance authority (Proposal 4), renewing the Board's pre-emption rights opt-out (Proposal 5), and setting the price range for re-issuing treasury shares (Proposal 6).
Did any proposal fail?
No. The filing states that shareholders elected each director nominee in Proposal 1 and approved each of Proposals 2 through 6.
Which proposal had the most shareholder opposition?
Proposal 5, the renewal of the Board's authority to opt out of statutory pre-emption rights, drew the most opposition, with 73,156,467 Against votes (16.20%). Its For support was 83.80%. Among the director votes, Kaisa Hietala had the most Against votes at 10,481,164 (2.41%).
Who is the company's auditor, and was its appointment approved?
KPMG is the company's independent registered public accounting firm and statutory auditor under Irish law for the fiscal year ended December 31, 2026. Shareholders ratified the appointment with 99.27% For (Proposal 3(a)), and the Audit Committee's authority to set KPMG's remuneration was approved with 98.74% For (Proposal 3(b)).
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