8-K
Ranpak Holdings Corp. (PACK)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934
May 25, 2023
(Date of Report, Date of earliest event reported)
RANPAK HOLDINGS CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 001-38348 | 98-1377160 |
|---|---|---|
| (State or other jurisdiction of | (Commission File Number) | (I.R.S. Employer |
| incorporation) | Identification No.) |
7990 Auburn Road
Concord Township, Ohio 44077
(Address of principal executive offices) (Zip Code)
(440) 354-4445
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Class A Common Stock, par value $0.0001 per share | PACK | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| Emerging growth company | ☐ |
|---|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
|---|
On May 25, 2023, Ranpak Holdings Corp. (the “Company”) held its annual meeting of stockholders.
Proposal 1 – Election of Directors
The Class I Directors proposed by management were elected with a tabulation of votes to the nearest share as shown below. The Directors also had broker non-votes totaling 3,164,131.
| Name | For | Withheld |
|---|---|---|
| Michael Gliedman | 60,470,493 | 12,534,084 |
| Alicia Tranen | 52,075,841 | 20,928,736 |
Proposal 2 – Ratification of Appointment of Independent RegisteredPublic Accounting Firm
The earlier appointment by the Audit Committee of the Board of Directors of KPMG LLP as the Company’s independent registered public accounting firm for the 2023 fiscal year was approved by stockholders with 76,111,701 shares voted in favor, 47,679 shares voted against and 9,328 shares abstained.
Proposal 3 – Non-Binding Advisory Resolution to Approve theCompensation of Named Executive Officers
The compensation of the Named Executive Officers was approved, on an advisory basis, by stockholders, with 50,740,257 shares voted in favor, 22,240,881 shares voted against, 23,439 shares abstained, and broker non-votes totaling 3,164,131.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| RANPAK HOLDINGS CORP. | |||
|---|---|---|---|
| Date: | May 30, 2023 | By: | /s/ William Drew |
| William Drew | |||
| Senior Vice President and Chief Financial Officer |