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): February 9, 2022

SONOCO PRODUCTS COMPANY

Commission File No. 001-11261

1 N. Second St.

Hartsville, South Carolina 29550

(Address of principal executive offices)(zip code)

Telephone: (843) 383-7000

(Registrant's telephone number, including area code)

(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:

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 pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 9, 2022, Lloyd M. Yates, 61, extended his resignation from the Sonoco Products Company's Board of Directors (the "Board"), effective March 1, 2022. Mr. Yates has served on Sonoco’s Board since 2019 and is a member of the Audit, Financial Policy, and Employee and Public Responsibility committees. Mr. Yate’s resignation was not the result of any disagreement between Mr. Yates and the Company, its management, board of directors or any committee thereof, or with respect to any matter relating to the Company’s operation, policies or practices.

In accordance with Sonoco Products Company's By-Laws, the retirement of Marc D. Oken from the Board shall be automatic at the annual meeting of shareholders on April 20, 2022, as Mr. Oken reached the mandatory retirement age of 75 during his current term as director. Mr. Oken joined the Board in 2006 and serves on the Company’s Executive Committee as well as the Executive Compensation, Audit, and Corporate Governance and Nominating committees.

Item 8.01     Other Events.

For additional information regarding the foregoing, please see the Registrant’s news release announcing the upcoming retirement of current Board members, Lloyd M. Yates, effective March 1, 2022, and Marc D. Oken, effective April 20, 2022.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits

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.

Document

Sonoco Announces Changes to Board of Directors

HARTSVILLE, S.C., U.S. - Sonoco (NYSE: SON), one of the largest global sustainable packaging companies, today announced that two members of the Company’s Board of Directors will be leaving.

Marc D. Oken, 75, chairman and founder of Falfurrias Capital Partners, a Charlotte, N.C., private equity firm, has reached the Board’s mandatory retirement age and will not stand for reelection at the Company’s 2022 Annual General Meeting. Oken joined the board in 2006 and serves on the Company’s Executive Committee as well as the Executive Compensation, Audit and Corporate Governance and Nominating committees.

In addition, Lloyd M. Yates, 61, who was recently named President and Chief Executive Officer of NiSource, Inc. (NYSE: NI), a Merrillville, IN, energy holding company, extended his resignation to Sonoco’s Board, effective March 1, 2022. Yates served on Sonoco’s Board since 2019 and is a member of Audit, Financial Policy and Employee and Public Responsibility committees. Yate’s resignation was not the result of any disagreement between Yates and the Company, its management, board of directors or any committee thereof, or with respect to any matter relating to the Company’s operation, policies or practices.

“We want to thank Marc and Lloyd for the time, dedication and contributions made in support of Sonoco and the Board,” said John R. Haley, Sonoco’s Chairman of the Board. With these changes the Company expects to nominate 12 directors for reelection at its annual meeting.

About Sonoco

Founded in 1899, Sonoco (NYSE: SON) is a global provider of consumer, industrial, healthcare and protective packaging. With net sales of approximately $5.6 billion in 2021, the Company has 20,500 employees working in approximately 300 operations in 32 countries, serving some of the world’s best-known brands in some 85 nations. Sonoco is committed to creating sustainable products, services and programs for our customers, employees and communities that support our corporate purpose of Better Packaging. Better Life. The Company ranked first in the Packaging sector on Fortune’s World’s Most Admired Companies for 2022 as well as being included in Barron’s 100 Most Sustainable Companies for the fourth consecutive year. For more information, visit www.sonoco.com.