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): April 17, 2024

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 5.07    Submission of Matters to a Vote of Security Holders

The 2024 Annual Meeting of Shareholders was held on April 17, 2024. The following matters, as described more fully in the Company's Proxy Statement, were voted on by the shareholders at this meeting:

(1)     Election of Directors. The following directors were elected:

(2)     Ratification of Independent Registered Public Accounting Firm. The ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2024 was approved. The shareholders voted 84,587,213 for and 4,448,839 against ratification, with 166,415 votes abstaining and no broker non-votes.

(3)     Advisory (Non-binding) Resolution to Approve Executive Compensation. The advisory (non-binding) resolution on executive compensation was approved. The shareholders voted 74,616,307 for and 2,696,799 against the resolution, with 600,966 votes abstaining and 11,288,395 broker non-votes.

(4)     Approval of the Sonoco Products Company 2024 Omnibus Incentive Plan. The 2024 Omnibus Incentive plan was approved. The shareholders voted 73,574,964 for and 3,783,909 against the resolution, with 555,199 votes abstaining and 11,288,395 broker non-votes.

(5)     Advisory (Non-binding) Shareholder Proposal Regarding Transparency in Political Spending. The advisory (non-binding) shareholder proposal regarding transparency in political spending was not approved. The shareholders voted 25,996,692 for and 49,809,214 against the resolution, with 2,108,166 votes abstaining and 11,288,395 broker non-votes.

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.