8-K
SONOCO PRODUCTS CO (SON)
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
Date of Report (Date of earliest event reported): June 11, 2022
SONOCO PRODUCTS COMPANY
(Exact name of registrant as specified in charter)
| South Carolina | 001-11261 | 57-0248420 |
|---|---|---|
| (State or other jurisdiction of<br><br>incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
1 N. Second St.
Hartsville, South Carolina 29550
(Address of principal executive offices) (Zip Code)
(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 (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 |
|---|---|---|
| No par value common stock | SON | New York Stock Exchange LLC |
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.
¨
Item5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment ofCertain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Director
On June 11, 2022, James M. Micali extended his resignation from the Board of Directors (the “Board of Directors”) of Sonoco Products Company (the “Company”), effective June 20, 2022. Mr. Micali’s resignation was not the result of any disagreement between Mr. Micali and the Company, its management, its Board of Directors or any committee thereof or with respect to any matter relating to the Company’s operations, policies or practices. The Company thanks Mr. Micali for his years of service as the Company’s Lead Independent Director and for his dedication to the Company and the Board of Directors.
CFO Separation Agreement
On May 23, 2022, as disclosed in the Form 8-K filed with the Securities and Exchange Commission on May 25, 2022, the Company and Julie C. Albrecht, the Company’s Vice President and Chief Financial Officer, agreed to a separation effective as of June 30, 2022 (the “Separation Date”). In connection with Ms. Albrecht’s separation, Ms. Albrecht entered into a separation agreement with the Company on June 13, 2022 (the “Albrecht Separation Agreement”).
Pursuant to the Albrecht Separation Agreement, Ms. Albrecht will be eligible to receive the following payments and benefits following the Separation Date: (i) 12 months of annual base salary, payable in installments over 12 months following the Separation Date; (ii) an amount equal to 100% of target annual bonus under the Company’s Annual Cash Incentive Plan for the Company’s 2022 fiscal year, payable at the same time annual bonuses are generally paid to other employees of the Company, but no later than March 15, 2023; (iii) Company reimbursement of costs paid by Ms. Albrecht for coverage under the Company’s group health plan for Ms. Albrecht and her dependents for 12 months following the Separation Date (or such earlier date as Ms. Albrecht becomes eligible for group health coverage from a subsequent employer); (iv) accelerated vesting of 100% of Ms. Albrecht’s DC SERP Account (as defined in the Omnibus Benefit Restoration Plan of the Company (Amended and Restated as of January 1, 2022) (the “Benefit Restoration Plan”)), provided that such amount will be distributed to Ms. Albrecht in accordance with and pursuant to the applicable terms and conditions of the Benefit Restoration Plan; (v) with respect to Ms. Albrecht’s restricted stock unit awards that are eligible to vest based solely upon service-vesting conditions (“RSUs”), the portion of each RSU award that would have otherwise been eligible to vest on the next regularly scheduled vesting date following the Separation Date had Ms. Albrecht remained employed through each such date will vest as of each such regularly scheduled vesting date, and will be settled no later than 30 days following each such date (but in no event later than March 15, 2023) (any remaining unvested RSUs will be automatically cancelled and forfeited as of the Separation Date); (vi) with respect to Ms. Albrecht’s restricted stock unit awards that are eligible to vest based upon both service-vesting conditions and performance-vesting conditions (“PCSUs”), (A) her PCSU award granted on February 12, 2020 will remain outstanding following the Separation Date through the end of the applicable performance period ending on December 31, 2022, will be eligible to performance-vest based on actual achievement of the applicable performance goals as measured by the Company following the end of the performance period, and, to the extent performance-vested at the end of the performance period, will be settled no later than March 15, 2023 (any portion of the PCSU award that does not performance-vest at the end of the applicable performance period will be automatically cancelled and forfeited at such time), and (B) her PCSU awards granted on February 10, 2021 and February 9, 2022 will be automatically cancelled and forfeited as of the Separation Date; and (vii) Company payment of premiums for Ms. Albrecht’s existing executive life insurance benefit for six months following the Separation Date.
The foregoing payments and benefits are subject to Ms. Albrecht’s continued employment with the Company through the Separation Date (provided, however that Ms. Albrecht’s termination by the Company other than for Cause (as defined in the Company’s Change-in-Control Plan) prior to the Separation Date will not alter or reduce the separation benefits to be paid to Ms. Albrecht under the Albrecht Separation Agreement), entry into, and effectiveness of, a release of claims in favor of the Company and continued compliance with restrictive covenants in favor of the Company.
The foregoing summary of the Albrecht Separation Agreement is not complete and is qualified in its entirety by the Albrecht Separation Agreement, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarterly period ending July 3, 2022.
Item 7.01 Regulation FD Disclosure.
On June 16, 2022, the Company issued a press release announcing Mr. Micali’s resignation and the election of Robert R. Hill, Jr., a member of the Board of Directors since 2019, as the Lead Independent Director of the Board of Directors. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information furnished pursuant to Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 99.1 | Press Release of Sonoco Products Company, dated June 16, 2022. |
|---|---|
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
| SONOCO PRODUCTS COMPANY | |||
|---|---|---|---|
| Date: June 16, 2022 | By: | /s/ John M. Florence, Jr. | |
| Name: | John M. Florence, Jr. | ||
| Title: | Vice President, Tubes and Cores, U.S. and Canada, General Counsel<br>and Secretary |
Exhibit 99.1
| June 16, 2022 | Contact: | Lisa Weeks |
|---|---|---|
| 843-383-7054 | ||
| lisa.weeks@sonoco.com |
Hill ElectedLead Independent Director of Sonoco’s Board of Directors
Micali RetiresAfter 19 Years of Board Service
Hartsville, S.C., U.S. – Sonoco (NYSE: SON), one of the largest sustainable global packaging companies, today announced that Robert R. Hill, Jr., has been elected Lead Independent Director of its Board of Directors. Hill succeeds James M. Micali who is retiring after 19 years of service to the Company’s Board.
“On behalf of the entire Board, we want to thank Jim for his tireless work as our Lead Independent Director over the past decade as well as his dedication to Sonoco and the Board since 2003,” said John Haley, Chairman of the Board of Directors. “We are pleased to have Robert stepping into the Lead Independent Director’s role. Along with his knowledge of Sonoco and our board, he brings a strong background in banking and finance, along with public company C-suite, board and merger and acquisitions experience.”
Micali, 74, joined Sonoco’s Board of Directors in 2003. He retired as President and Chairman of Michelin North America in 2008 after 32 years with Michelin. He continues to serve on several public and private company boards, including American Tire Distributors, Huntersville, NC, and Monolith Corporation, Lincoln, NE.
Hill, 56, is Executive Chairman of the Board of Directors of SouthState Corporation (NASDAQ: SSB), a financial services company headquartered in Winter Haven, Florida. SouthState Bank, N.A., the company’s nationally chartered bank subsidiary, provides consumer, commercial, mortgage, and wealth management solutions to more than one million customers throughout Florida, Alabama, Georgia, the Carolinas and Virginia. Having worked over 27 years with SouthState, Hill has served in various positions with the company, including most recently as Chief Executive Officer since 2004.
Hill joined Sonoco’s board in 2019, and in addition to serving as Lead Independent Director, he will chair the Company’s Governance Committee and will continue to serve on the Board’s Financial Policy and Executive Compensation committees.
A graduate of The Citadel, Hill earned a degree in Business Administration and subsequently earned an MBA from the University of South Carolina Moore School of Business. An active member of the community, Hill has held leadership positions as a board member in numerous organizations. He currently serves on the board of directors of the University of South Carolina Development Foundation, where he is vice-chairman. He recently served on the board of directors of the Federal Reserve Bank of Richmond, where he was audit chair. Prior to that, he served on the Charlotte branch of the Federal Reserve Bank of Richmond board of directors. Additionally, Hill is a past Chairman of the Board of the South Carolina Banker’s Association.
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 approximately 22,000 employees working in more than 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 its 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 third consecutive year. For more information, visit www.sonoco.com.