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 16, 2013

 

 

SEALED AIR CORPORATION

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware		1-12139		65-0654331
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)
200 Riverfront Boulevard Elmwood Park, New Jersey				07407
(Address of Principal Executive Offices)				(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:

 

¨	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))

 

 

 

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Item 5.07 Submission of Matters to a Vote of Security Holders

On May 16, 2013, Sealed Air Corporation (the “Company”) held its annual meeting of stockholders. The holders of a total of 170,686,913 shares of our common stock were present in person or by proxy at the annual meeting, representing approximately 87.18% 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			152,131,336				6,298,120				304,020
	2.			Michael Chu			150,977,477				7,437,470				318,529
	3.			Lawrence R. Codey			152,391,965				6,010,975				330,536
	4.			Patrick Duff			154,104,960				4,259,939				368,577
	5.			William V. Hickey			148,330,358				10,122,319				280,799
	6.			Jacqueline B. Kosecoff			152,287,465				6,082,548				363,463
	7.			Kenneth P. Manning			121,619,991				36,776,939				336,546
	8.			William J. Marino			152,564,760				5,852,457				316,259
	9.			Jerome A. Peribere			153,641,549				4,924,713				167,214
	10.			Richard L. Wambold			155,721,936				2,684,899				327,541
	11.			Jerry R. Whitaker			153,862,324				4,480,064				387,667

 

2.

The stockholders approved the amendment to the 2005 Contingent Stock Plan of Sealed Air Corporation by the following vote:

 

		For				Against				Abstain
Approval of Amended 2005 Contingent Stock Plan of Sealed Air Corporation			139,675,636				18,271,409				786,120

 

3.

The stockholders approved the metrics under and the amendment of the Performance-Based Compensation Program of Sealed Air Corporation by the following vote:

 

		For				Against				Abstain
Approval of Amended Performance-Based Compensation Program of Sealed Air Corporation			141,246,710				16,718,209				768,246

 

4.

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			144,945,425				12,987,299				800,441

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5.

The stockholders ratified the appointment of KPMG LLP as our independent auditor for the fiscal year ending December 31, 2013 by the following vote:

 

		For				Against				Abstain				Broker Non- Votes
Ratification of Appointment of KPMG			165,432,746				4,964,572				289,595				0

Item 7.01 Regulation FD Disclosure

The Company issued a press release announcing that Lawrence R. Codey was elected by the Board of Directors to serve as non-executive Chairman of the Board effective May 16, 2013. He was elected to serve in this position until the 2014 annual meeting of stockholders. In connection with Mr. Codey’s election as Chairman, the Board decided to remove the lead director position. William J. Marino, who previously served as the lead director, and William V. Hickey, who previously served as the Chairman, will continue as members of the Board until the next annual meeting of stockholders.

The Company is also disclosing under Item 7.01 of this Current Report on Form 8-K the investor presentation attached to this report as Exhibit 99.2, which information is incorporated herein by reference.

The information in this Item 7.01 of this Form 8-K and the exhibits attached hereto are being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as may be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits

 

(d)

Exhibits

 

Exhibit No.		Description
99.1		Press release dated May 21, 2013
99.2		Investor Presentation dated May 22, 2013

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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.

 

Dated: May 22, 2013

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EXHIBIT INDEX

 

Exhibit No.		Description
99.1		Press release dated May 21, 2013
99.2		Investor Presentation dated May 22, 2013

Exhibit 99.1

Sealed Air Board of Directors Elects Lawrence R. Codey Chairman of the Board effective May 16, 2013

ELMWOOD PARK, N.J. — (BUSINESS WIRE) — May 21, 2013 — Sealed Air Corporation (NYSE:SEE) announced today that Lawrence R. Codey was elected by the Board of Directors to serve as non-executive Chairman of the Board effective May 16, 2013. He was elected to serve in this position until the 2014 annual meeting of stockholders. Mr. Codey has been a director of Sealed Air since 1993. Mr. Codey is the retired President and Chief Operating Officer of Public Service Electric and Gas Company, a public utility, and currently serves as a director of New Jersey Resources Corporation, a natural gas holding company.

In connection with Mr. Codey’s election as Chairman, the Board decided to remove the lead director position. William J. Marino, who previously served as the lead director, and William V. Hickey, who previously served as the Chairman, will continue as members of the Board until the next annual meeting.

Jerome A. Peribere, President and Chief Executive Officer of Sealed Air, stated, “We are very fortunate to have someone of Larry Codey’s caliber to chair Sealed Air’s Board. Larry’s many years as a member of the Board and his depth of business knowledge will serve the Company well in this new capacity.”

Business

Sealed Air is a global leader in food safety and security, facility hygiene and product protection. With widely recognized and inventive brands such as Bubble Wrap^® brand cushioning, Cryovac^® brand food packaging solutions and Diversey^TM brand cleaning and hygiene solutions, Sealed Air offers efficient and sustainable solutions that create business value for customers, enhance the quality of life for consumers and provide a cleaner and healthier environment for future generations. Sealed Air generated revenue of approximately $7.6 billion in 2012, and has approximately 25,000 employees who serve customers in 175 countries. To learn more, visit www.sealedair.com.

Forward-Looking Statements

Company statements in this presentation may be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 concerning our business, consolidated financial condition and results of operations. These statements include comments as to future events that may affect the Company, which are based upon management’s current expectations and are subject to uncertainties, many of which are outside the Company’s control. Forward-looking statements can be identified by such words as “anticipates,” “expects,” “believes,” “plan,” “could,” “estimate,” “will” and similar expressions. A variety of factors may cause actual results to differ materially from these expectations, including but not limited to: economic conditions affecting packaging utilization; changes in raw material costs; currency translation effects; and legal proceedings. For more extensive information, see “Risk Factors” and “Cautionary Notice Regarding Forward-Looking Statements,” which appear in our most recent Annual Report on Form 10-K, as may be revised and updated from time to time by our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as filed with the Securities and Exchange Commission. These reports are available on the Securities and Exchange Commission’s website at www.sec.gov or our Investor Relations home page at http://ir.sealedair.com.

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