Packaging Corp Of America 8-K, filed May 6, 2020
Packaging Corp Of America (PKG)
About this 8-K
Packaging Corp Of America filed this 8-K on May 6, 2020, reporting on events of May 5, 2020.
Items reported
- Item 5.02: Director or officer change, or executive pay
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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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).
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On May 5, 2020, the stockholders of Packaging Corporation of America (“PCA”) approved the Amended and Restated 1999 Long-Term Equity Incentive Plan (the “Plan”). A description of the Plan was included in Item 3 of PCA’s Proxy Statement for the 2020 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on March 20, 2020 (the “Proxy Statement”) under the caption “Summary of the Plan” and all sub captions thereunder. The full text of the Plan was attached as Appendix A to the Proxy Statement. Such summary and the text of the Plan are incorporated by reference into this Item 5.02.
| Item 5.07. | Submission of Matters to a Vote of Security Holders |
On May 5, 2020, Packaging Corporation of America held its 2020 Annual Meeting of Stockholders, at which the following proposals were voted upon and approved by PCA’s stockholders:
(a) Election of Directors. Voting results are summarized as follows:
| Nominee |
Votes For |
Votes Against |
Abstentions |
Broker Non |
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| Cheryl K. Beebe |
79,858,553 |
1,390,157 |
39,037 |
4,577,836 |
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| Duane C. Farrington |
81,080,131 |
156,221 |
51,395 |
4,577,836 |
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| Donna A. Harman |
81,117,468 |
129,654 |
40,625 |
4,577,836 |
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| Mark W. Kowlzan |
77,300,109 |
3,714,204 |
273,434 |
4,577,836 |
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| Robert C. Lyons |
81,072,256 |
155,424 |
60,067 |
4,577,836 |
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| Thomas P. Maurer |
81,057,317 |
166,493 |
63,937 |
4,577,836 |
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| Samuel M. Mencoff |
77,102,938 |
4,137,862 |
46,947 |
4,577,836 |
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| Roger B. Porter |
76,855,327 |
4,384,875 |
47,545 |
4,577,836 |
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| Thomas S. Souleles |
79,854,374 |
1,383,870 |
49,503 |
4,577,836 |
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| Paul T. Stecko |
79,985,816 |
1,247,678 |
54,253 |
4,577,836 |
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| James D. Woodrum |
78,852,765 |
2,386,787 |
48,195 |
4,577,836 |
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(b) Ratification of Independent Registered Public Accounting Firm. The audit committee’s appointment of KPMG LLP as PCA’s independent registered public accounting firm was ratified by the following vote: 85,760,212 votes for, 58,433 votes against, 46,938 abstentions.
(c) Approval of PCA’s Amended and Restated 1999 Long-Term Equity Incentive Plan: 77,802,884 votes for, 3,374,893 votes against, 109,970 abstentions and 4,577,836 broker non-votes.
(d) Approval of PCA’s Executive Compensation. 79,432,543votes for, 1,671,510 votes against, 183,694 abstentions and 4,577,836 broker non-votes.
| Item 9.01. | Financial Statements and Exhibits. |
Exhibits
| 10.1 |
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| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Incorporated by reference to Appendix A to the Proxy Statement. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PACKAGING CORPORATION OF AMERICA | ||
| By: |
/s/ Kent A. Pflederer | |
| Senior Vice President, General Counsel & Secretary | ||
Date: May 6, 2020