Current Report Filing (8-k)

PACKAGING CORP OF AMERICA false 0000075677 0000075677 2020-05-05 2020-05-05

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 5, 2020

 

Packaging Corporation of America

(Exact name of registrant as specified in its charter)

 

Delaware		1-15399		36-4277050
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1 N. Field Court, Lake Forest, Illinois 60045

(Address of Principal Executive Offices, including Zip Code)

[phone]

(Registrant’s Telephone 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 registrants 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 Exchange Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		PKG		New York Stock Exchange

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.  ☐

 

 

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Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On May 5, 2020, the stockholders of Packaging Corporation of America (“PCA”) approved the Amended and Restated 1999 Long-Term Equity Incentive Plan (the “Plan”). A description of the Plan was included in Item 3 of PCA’s Proxy Statement for the 2020 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on March 20, 2020 (the “Proxy Statement”) under the caption “Summary of the Plan” and all sub captions thereunder. The full text of the Plan was attached as Appendix A to the Proxy Statement. Such summary and the text of the Plan are incorporated by reference into this Item 5.02.

Item 5.07.

Submission of Matters to a Vote of Security Holders

On May 5, 2020, Packaging Corporation of America held its 2020 Annual Meeting of Stockholders, at which the following proposals were voted upon and approved by PCA’s stockholders:

(a) Election of Directors. Voting results are summarized as follows:

Nominee		Votes For				Votes Against				Abstentions				Broker Non Vote
Cheryl K. Beebe			79,858,553				1,390,157				39,037				4,577,836
Duane C. Farrington			81,080,131				156,221				51,395				4,577,836
Donna A. Harman			81,117,468				129,654				40,625				4,577,836
Mark W. Kowlzan			77,300,109				3,714,204				273,434				4,577,836
Robert C. Lyons			81,072,256				155,424				60,067				4,577,836
Thomas P. Maurer			81,057,317				166,493				63,937				4,577,836
Samuel M. Mencoff			77,102,938				4,137,862				46,947				4,577,836
Roger B. Porter			76,855,327				4,384,875				47,545				4,577,836
Thomas S. Souleles			79,854,374				1,383,870				49,503				4,577,836
Paul T. Stecko			79,985,816				1,247,678				54,253				4,577,836
James D. Woodrum			78,852,765				2,386,787				48,195				4,577,836

(b)     Ratification of Independent Registered Public Accounting Firm.    The audit committee’s appointment of KPMG LLP as PCA’s independent registered public accounting firm was ratified by the following vote: 85,760,212 votes for, 58,433 votes against, 46,938 abstentions.

(c)    Approval of PCA’s Amended and Restated 1999 Long-Term Equity Incentive Plan: 77,802,884 votes for, 3,374,893 votes against, 109,970 abstentions and 4,577,836 broker non-votes.

(d)    Approval of PCA’s Executive Compensation. 79,432,543votes for, 1,671,510 votes against, 183,694 abstentions and 4,577,836 broker non-votes.

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Item 9.01.

Financial Statements and Exhibits.

Exhibits

	10.1			Amended and Restated 1999 Long-Term Equity Incentive Plan*
	104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

*	Incorporated by reference to Appendix A to the Proxy Statement.

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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.

PACKAGING CORPORATION OF AMERICA
By:		/s/ Kent A. Pflederer
		Senior Vice President, General Counsel & Secretary

Date: May 6, 2020