0001012100SEALED AIR CORP/DEfalse00010121002022-05-262022-05-26

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 26, 2022

 

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.)

 

2415 Cascade Pointe Boulevard
Charlotte			North Carolina						28208
(Address of Principal Executive Offices)									(Zip Code)

 

Registrant’s telephone number, including area code: (980)-221-3235

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class			Trading Symbol(s)			Name of Each Exchange on Which Registered
Common Stock, par value $0.10 per share			SEE			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).

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 5.07			Submission of Matters to a Vote of Security Holders.

Sealed Air Corporation (the “Company”) held its Annual Meeting on May 26, 2022. The holders of a total of 133,554,219 shares of our common stock were present in person or by proxy at the Annual Meeting, representing approximately 91.4% 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			Broker Non-Votes
Elizabeth M. Adefioye			125,955,364			691,428			424,228			6,483,199
Zubaid Ahmad			124,731,062			1,927,882			412,076			6,483,199
Françoise Colpron			122,884,522			3,752,065			434,433			6,483,199
Edward L. Doheny II			125,651,459			1,137,042			282,519			6,483,199
Henry R. Keizer			124,340,236			2,348,755			382,029			6,483,199
Harry A. Lawton III			124,143,951			2,334,357			592,712			6,483,199
Suzanne B. Rowland			124,964,705			1,701,808			404,507			6,483,199
Jerry R. Whitaker			123,329,441			3,413,006			328,573			6,483,199

2.The stockholders ratified the appointment of PricewaterhouseCoopers LLP as our independent auditor for the fiscal year ending December 31, 2022 by the following vote:

For			Against			Abstain			Broker Non-Votes
132,897,183			373,877			283,159			—

3.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			Broker Non-Votes
97,499,196			28,717,008			854,816			6,483,199

Item 8.01			Other Events.

On May 31, 2022, the Company issued a press release announcing the appointment of Henry R. Keizer as Chair of its Board of Directors. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated in this Item 8.01 by reference.

Item 9.01			Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
99.1						Press release of Sealed Air Corporation dated May 31, 2022
104						Cover Page Interactive Data File (formatted as Inline XBRL and embedded within document)

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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.

 

			SEALED AIR CORPORATION
			By:			/s/ Angel S. Willis
			Name:			Angel S. Willis
			Title:			Vice President, General Counsel and Secretary
						(Duly Authorized Officer)
Date: May 31, 2022