8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 26, 2022

SEALED AIR CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware	1-12139	65-0654331
(State or Other<br>Jurisdiction of Incorporation)	(Commission<br>File Number)	(IRS Employer<br>Identification No.)
2415 Cascade Pointe Boulevard
---	---	---
Charlotte	North Carolina	28208
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (980)-221-3235

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:

| ☐ | 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
Common Stock, par value $0.10 per share	SEE	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).

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.

Sealed Air Corporation (the “Company”) held its Annual Meeting on May 26, 2022. The holders of a total of 133,554,219 shares of our common stock were present in person or by proxy at the Annual Meeting, representing approximately 91.4% of the voting power entitled to vote at the Annual Meeting. Each share of common stock was entitled to one vote on each matter before the meeting. The matters considered and voted on by the stockholders at the Annual Meeting and the vote of the stockholders were as follows:

1.The stockholders elected the entire Board of Directors, each of whom holds office until a successor is elected and qualified or until his or her earlier resignation or removal, by the following votes:

Nominee	For	Against	Abstain	Broker Non-Votes
Elizabeth M. Adefioye	125,955,364	691,428	424,228	6,483,199
Zubaid Ahmad	124,731,062	1,927,882	412,076	6,483,199
Françoise Colpron	122,884,522	3,752,065	434,433	6,483,199
Edward L. Doheny II	125,651,459	1,137,042	282,519	6,483,199
Henry R. Keizer	124,340,236	2,348,755	382,029	6,483,199
Harry A. Lawton III	124,143,951	2,334,357	592,712	6,483,199
Suzanne B. Rowland	124,964,705	1,701,808	404,507	6,483,199
Jerry R. Whitaker	123,329,441	3,413,006	328,573	6,483,199

2.The stockholders ratified the appointment of PricewaterhouseCoopers LLP as our independent auditor for the fiscal year ending December 31, 2022 by the following vote:

For	Against	Abstain	Broker Non-Votes
132,897,183	373,877	283,159	—

3.The stockholders approved, on a non-binding advisory basis, the executive compensation as disclosed in the Proxy Statement by the following vote:

For	Against	Abstain	Broker Non-Votes
97,499,196	28,717,008	854,816	6,483,199		Item 8.01	Other Events.
---	---

On May 31, 2022, the Company issued a press release announcing the appointment of Henry R. Keizer as Chair of its Board of Directors. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated in this Item 8.01 by reference.

Item 9.01	Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press release of Sealed Air Corporation dated May 31, 2022
104	Cover Page Interactive Data File (formatted as Inline XBRL and embedded within document)

SIGNATURE

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.

	SEALED AIR CORPORATION
	By:	/s/ Angel S. Willis
	Name:	Angel S. Willis
	Title:	Vice President, General Counsel and Secretary
		(Duly Authorized Officer)
Date: May 31, 2022

Document

Exhibit 99.1

SEE Appoints Henry R. Keizer as Chair of its Board of Directors

CHARLOTTE, N.C., May 31, 2022 – SEE (NYSE: SEE) today announced Henry R. Keizer as Chair of its Board of Directors. Henry succeeds Jerry R. Whitaker, who will continue as a Board member.

Henry spent more than 35 years in various leadership positions at KPMG, including deputy chairman and chief operating officer until his retirement in 2012. He currently serves as a director at GrafTech International Ltd and as a trustee of the BlackRock Multi-Asset Fund Complex. Henry has served on SEE’s Board since 2017 and was most recently Chair of SEE’s Audit Committee.

“SEE is making bold moves to become a world-class, digitally driven company automating sustainable packaging solutions. Henry has been a tremendous partner in our transformation. I’m excited to work with Henry to bring our vision to life,” said Ted Doheny, SEE’s President & CEO.

“I am honored to be elected to the role of Board Chair at such an exciting time for SEE,” said Henry Keizer. “I look forward to leveraging my expertise to lead the Board as SEE continues its journey to world-class.”

About SEE

Sealed Air (NYSE: SEE) is in business to protect, to solve critical packaging challenges, and to make our world better than we find it. Our automated packaging solutions systems help promote a safer, more resilient and less wasteful global food supply chain, enable e-commerce, and protect goods transported worldwide.

Our globally recognized brands include CRYOVAC® brand food packaging, SEALED AIR® brand protective packaging, AUTOBAG® brand automated systems, BUBBLE WRAP® brand packaging, SEE™ Touchless Automation™ solutions and prismiq™ brand smart packaging and digital printing.

SEE’s Operating Model, together with our industry-leading expertise in materials, engineering and technology, create value through more sustainable, automated, and digitally connected packaging solutions.

We are leading the packaging industry in creating a more environmentally, socially, and economically sustainable future and have pledged to design or advance 100% of our packaging materials to be recyclable or reusable by 2025, with a bolder goal to reach net-zero carbon emissions in our global operations by 2040. Our Global Impact Report highlights how we are shaping the future of the packaging industry. We are also committed to a diverse workforce and caring, inclusive culture through our 2025 Diversity, Equity and Inclusion pledge.

SEE generated $5.5 billion in sales in 2021 and has approximately 16,500 employees who serve customers in 114 countries/territories. To learn more, visit sealedair.com.

Website Information

We routinely post important information for investors on our website, sealedair.com, in the Investors section. We use this website as a means of disclosing material, non-public information and for complying with our disclosure obligations under Regulation FD. Accordingly, investors should monitor the Investors section of our website, in addition to following our press releases, SEC filings, public conference calls, presentations and webcasts. The information contained on, or that may be accessed through, our website is not incorporated by reference into, and is not a part of, this document.

Company Contacts

Investors

Louise Lagache

Louise.lagache@sealedair.com

704.503.8841

Media

Christina Griffin

Christina.griffin@sealedair.com

704.430.5742

Sealed Air | 2415 Cascade Pointe Blvd. | Charlotte, NC 28208