8-K
Smurfit Westrock plc (SW)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM 8-K
CURRENT REPORTPursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Dateof Report (Date of earliest event reported): May 2, 2025
Smurfit
Westrock plc
(Exact name of registrant as specified in its charter)
| Ireland**** (State or other jurisdiction of<br> incorporation) | 001-42161<br><br> <br>(Commission<br><br> File Number) | 98-1776979**** (I.R.S. Employer<br> Identification No.) |
|---|
BeechHill**, Clonskeagh**
Dublin
4, D04 N2R2
Ireland
(Address of principal executive offices, including Zip Code)
+353 1 202 7000
(Registrant’s telephone phone number, including area code)
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<br>Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange<br>Act (17 CFR 240.14a-12) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under<br>the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under<br>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 |
|---|---|---|
| Ordinary shares, par value $0.001 per share | SW | New York Stock Exchange<br>(NYSE) |
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. ¨
Item 5.07 Submission of Matters to a Vote of Security Holders
On May 2, 2025, Smurfit Westrock plc (the “Company”) held its 2025 annual general meeting of shareholders (the “Annual General Meeting”). The Company’s shareholders voted to approve the election of each director nominee named in proposal 1, approved each of proposals 2, and 4 through 7 considered at the Annual General Meeting and cast majority of the votes in support of “ONE YEAR” with respect to proposal 3. The following chart sets forth the number and percentage of votes cast for and against, and the number of abstention votes and broker non-votes, with respect to each proposal voted upon by the Company’s shareholders (proposal numbers correspond to the proposal numbers used in the Company’s definitive proxy statement for the Annual General Meeting, filed with the Securities and Exchange Commission on March 19, 2025):
| Proposals | For | Against | Abstain | Broker <br> Non-Votes | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1. | Elect the following director nominees to the Board of Directors: | |||||||||||||
| Irial Finan | 426,224,615 | 99.52% | 2,050,015 | 0.48% | 100,354 | 15,444,618 | ||||||||
| Anthony Smurfit | 424,764,545 | 99.18% | 3,520,766 | 0.82% | 89,673 | 15,444,618 | ||||||||
| Ken Bowles | 421,974,769 | 98.53% | 6,307,915 | 1.47% | 92,300 | 15,444,618 | ||||||||
| Colleen F. Arnold | 426,524,570 | 99.59% | 1,762,063 | 0.41% | 88,351 | 15,444,618 | ||||||||
| Timothy J. Bernlohr | 426,282,679 | 99.53% | 1,995,075 | 0.47% | 97,230 | 15,444,618 | ||||||||
| Carole L. Brown | 427,293,815 | 99.77% | 981,702 | 0.23% | 99,467 | 15,444,618 | ||||||||
| Terrell K. Crews | 420,393,081 | 98.16% | 7,875,698 | 1.84% | 106,205 | 15,444,618 | ||||||||
| Carol Fairweather | 427,315,210 | 99.77% | 970,482 | 0.23% | 89,292 | 15,444,618 | ||||||||
| Mary Lynn Ferguson-McHugh | 427,284,553 | 99.77% | 994,916 | 0.23% | 95,515 | 15,444,618 | ||||||||
| Suzan F. Harrison | 427,118,383 | 99.73% | 1,151,941 | 0.27% | 104,660 | 15,444,618 | ||||||||
| Kaisa Hietala | 425,274,029 | 99.30% | 3,003,830 | 0.70% | 97,125 | 15,444,618 | ||||||||
| Lourdes Melgar | 426,486,507 | 99.58% | 1,784,491 | 0.42% | 103,986 | 15,444,618 | ||||||||
| Jørgen Buhl Rasmussen | 427,329,098 | 99.78% | 949,554 | 0.22% | 96,332 | 15,444,618 | ||||||||
| Alan D. Wilson | 426,944,842 | 99.69% | 1,335,793 | 0.31% | 94,349 | 15,444,618 | ||||||||
| 2. | Approve, in a non-binding, advisory vote, the compensation of the Company’s named executive officers. | 407,878,831 | 95.32% | 20,047,502 | 4.68% | 448,651 | 15,444,618 | |||||||
| One Year | Two Years | Three Years | Abstain | Broker<br><br><br><br>Non-Votes | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 3. | Approve, in a non-binding, advisory vote, the frequency of future non-binding, advisory votes to approve named executive officer compensation. | 414,315,039 | 98.73% | 107,942 | 0.03% | 5,205,525 | 1.24% | 8,746,478 | 15,444,618 | |||||
| For | Against | Abstain | Broker<br> <br>Non-Votes | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | |||||||
| 4(a). | Ratify, in a non-binding vote, the appointment of KPMG as the Company’s independent registered public accounting firm and statutory auditor under Irish law for the fiscal year ended December 31, 2025. | 443,176,626 | 99.93% | 302,353 | 0.07% | 340,623 | — | |||||||
| 4(b). | Authorize, in a binding vote, the Audit Committee of the Board of Directors to determine the remuneration of KPMG as the Company’s statutory auditor under Irish law. | 440,542,428 | 99.30% | 3,089,620 | 0.70% | 187,554 | — | |||||||
| 5. | Grant the Board of Directors the authority to issue shares under Irish law. | 434,775,985 | 98.01% | 8,820,798 | 1.99% | 222,819 | — | |||||||
| 6. | Grant the Board of Directors the authority to opt-out of statutory pre-emption rights under Irish law. | 388,125,055 | 87.51% | 55,377,764 | 12.49% | 316,783 | — | |||||||
| 7. | Determine the price range at which the Company can re-issue shares that it holds as treasury shares under Irish law. | 441,490,241 | 99.55% | 1,992,056 | 0.45% | 337,305 | — |
In light of the voting results with respect to the frequency of future non-binding, advisory shareholder votes to approve named executive officer compensation, the Board of Directors has decided that the Company will hold an annual advisory vote to approve the compensation of named executive officers until the next required vote on the frequency of future non-binding, advisory shareholder votes to approve named executive officer compensation. The Company is required to hold votes on frequency every six years.
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.
| Smurfit Westrock plc | |
|---|---|
| /s/ Ken Bowles | |
| Name: | Ken Bowles |
| Title: | Executive Vice President & Group Chief Financial Officer |
Date: May 2, 2025