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): May 18, 2011

SEALED AIR CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware (State or Other Jurisdiction of Incorporation)		1-12139 (Commission File Number)		65-0654331 (IRS Employer Identification No.)

200 Riverfront Boulevard Elmwood Park, New Jersey (Address of Principal Executive Offices)		07407 (Zip Code)

Registrant’s telephone number, including area code: 201-791-7600

Not Applicable
(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:

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

     On May 18, 2011, Sealed Air Corporation held its annual meeting of stockholders. The holders of a total of 145,852,926 shares of our common stock were present in person or by proxy at the annual meeting, representing approximately 91.16% of the voting power entitled to vote at the annual meeting. Each share of common stock was entitled to one vote on each matter before the meeting. The matters considered and voted on by the stockholders at the annual meeting and the vote of the stockholders were as follows:

1. The stockholders elected the entire board of directors, each of whom holds office until a successor is elected and qualified or until his or her earlier resignation or removal, by the following votes:

		Nominee		For		Against		Abstain
1.		Hank Brown		135,334,593		2,323,751		145,431
2.		Michael Chu		135,127,257		1,535,659		1,140,859
3.		Lawrence R. Codey		135,702,622		1,955,623		145,530
4.		Patrick Duff		136,825,593		841,105		137,077
5.		T. J. Dermot Dunphy		134,452,787		3,179,470		171,518
6.		William V. Hickey		134,878,000		2,756,852		168,923
7.		Jacqueline B. Kosecoff		135,504,870		2,150,062		148,843
8.		Kenneth P. Manning		117,833,801		19,804,169		165,805
9.		William J. Marino		129,528,603		8,113,009		162,163

2. The stockholders approved, on a non-binding advisory basis, the executive compensation as disclosed in the proxy statement by the following vote:

		For		Against		Abstain
Approval of Executive Compensation		135,661,001		1,742,042		400,750

3. The stockholders approved, on a non-binding advisory basis, an annual vote on advisory vote of stockholders on executive compensation by the following vote:

		One Year		Two Year		Three Year		Abstain
Frequency of Vote on Executive Compensation		122,918,183		226,602		14,309,514			349,790

4. The stockholders approved the amendment to the 2005 Contingent Stock Plan of Sealed Air Corporation to increase the number of shares of common stock reserved for issuance under the Plan from 8,000,000 shares to 12,000,000 by the following vote:

		For		Against		Abstain
Amendment to the 2005 Contingent Stock Plan of Sealed Air Corporation		123,969,183		13,436,802		397,790

5. The stockholders approved the amendment to the Sealed Air Corporation 2002 Stock Plan for Non-Employee Directors to increase the number of shares of common stock reserved for issuance under the Plan from 200,000 shares to 400,000 shares by the following vote:

		For		Against		Abstain
Amendment to the Sealed Air Corporation 2002 Stock Plan for Non-Employee Directors		135,112,996		2,357,166		333,613

6. The stockholders ratified the appointment of KPMG LLP as our independent auditor for the fiscal year ending December 31, 2011 by the following vote:

		For		Against		Abstain
Ratification of Appointment of KPMG		144,249,202		1,478,450		125,274

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.