| Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On May 8, 2024, the stockholders of Packaging Corporation of America (“PCA”) approved the Second 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 2024 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on March 28, 2024 (the “Proxy Statement”) under the caption “Summary of the Plan” and all sub captions thereunder, as supplemented by PCA’s Supplement to Proxy Statement filed with the Securities and Exchange Commission on April 3, 2024 under the caption “Supplemental Disclosure Concerning Item No. 3.” The full text of the Plan was attached as Appendix B 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 8, 2024, Packaging Corporation of America (“PCA”) held its 2024 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:
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| Nominee |
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Vote |
| Cheryl K. Beebe |
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72,134,723 |
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4,673,558 |
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36,698 |
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5,500,434 |
| Duane C. Farrington |
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76,550,099 |
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255,540 |
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39,340 |
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5,500,434 |
| Karen E. Gowland |
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76,438,524 |
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361,537 |
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44,918 |
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5,500,434 |
| Donna A. Harman |
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75,034,138 |
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1,774,077 |
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36,764 |
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5,500,434 |
| Mark W. Kowlzan |
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71,010,084 |
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5,794,306 |
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40,589 |
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5,500,434 |
| Robert C. Lyons |
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73,241,311 |
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3,562,391 |
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41,277 |
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5,500,434 |
| Thomas P. Maurer |
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76,127,418 |
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676,192 |
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41,369 |
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5,500,434 |
| Samuel M. Mencoff |
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66,344,693 |
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8,165,851 |
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2,334,435 |
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5,500,434 |
| Roger B. Porter |
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61,236,883 |
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13,113,239 |
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2,494,857 |
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5,500,434 |
| Thomas S. Souleles |
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71,190,711 |
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5,612,633 |
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41,635 |
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5,500,434 |
| Paul T. Stecko |
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72,779,475 |
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4,025,647 |
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39,857 |
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5,500,434 |
(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: 80,848,054 votes for, 1,830,602 votes against, and 36,757 abstentions.
(c) Approval of Second Amended and Restated 1999 Long-Term Equity Incentive Plan: 70,515,959 votes for, 6,210,977 votes against, 118,043 abstentions and 5,500,434 broker non-votes.
(d) Approval of PCA’s Executive Compensation: 71,793,232 votes for, 4,930,720 votes against, 121,018 abstentions and 5,500,434 broker non-votes.
(e) Stockholder Proposal Regarding Director Election Resignation Bylaw: 12,644,915 votes for; 63,816,263 votes against; 383,801 abstentions; and 5,500,434 broker non-votes.