Current Report Filing (8-k)
August 30 2021 - 5:27PM
Edgar (US Regulatory)
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2021-08-25
2021-08-25
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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):
August 30, 2021 (August 25, 2021)
Pactiv Evergreen Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware
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001-39528
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98-1538656
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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1900
W. Field Court, Lake
Forest, Illinois, 60045
(Address of principal executive offices) (Zip
Code)
(847)
482-2000
(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 registrant under any of the following provisions (see General Instruction A.2.
below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Securities Exchange
Act of 1934:
Title of each class
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Trading symbol(s)
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Name of each exchange on which
registered
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Common stock, par value $0.001 per share
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PTVE
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The Nasdaq Stock Market LLC
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934
(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. ☐
Item 5.02. Departure of Directors or Principal Officers; Election
of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers
On August 25, 2021, Douglas E. Owenby accepted
the position of Chief Operations Officer of Pactiv Evergreen Inc. (the “Company”), effective as of September 13, 2021 (the
“Effective Date”). In connection with Mr. Owenby’s appointment, Michael Ragen will step down from this role as Chief
Operating Officer, remaining the Company’s Chief Financial Officer.
Mr. Owenby, 61, has served as the Chief Operations Officer of Graham
Packaging Company since December 2018, where he was responsible for all operating functions of the company on a global basis. Prior to
his role at Graham Packaging Company, Mr. Owenby served as Chief Operating Officer for Nexteer Automotive from 2013 to 2018. Mr. Owenby
has held various other leadership roles throughout his career, including President of North America for Benteler Automotive, Vice President
and General Manager in the Controls and Torque Transfer business units at BorgWarner Inc. and Vice President and General Manager for Bombardier
Recreation Products Inc. Mr. Owenby received his Bachelor of Science in Mechanical Engineering from Saginaw Valley State University.
Pursuant to the offer letter entered into between Mr. Owenby and the
Company dated as of August 25, 2021 (the “Offer Letter”), Mr. Owenby will have an annual base salary of $580,000 and will
be eligible to receive an annual incentive bonus with a target value of 65% of Mr. Owenby’s base salary. Mr. Owenby will also receive
a sign-on bonus of $120,000 that is payable to Mr. Owenby within the first 30 days of his employment (the “Sign-On Bonus”).
All of the Sign-On Bonus will be subject to forfeiture in the event Mr. Owenby resigns for any reason or is terminated for “cause”
within 12 months of commencing employment and 50% of the Sign-On Bonus will be subject to forfeiture in the event of such a termination
between 12 and 24 months of commencing employment. In connection with the commencement of his employment, the Company will grant Mr. Owenby
a sign-on award of restricted stock units (the “RSUs”) under the Pactiv Evergreen Inc. Equity Incentive Plan with a grant
date fair market value of $880,000. The RSUs will vest ratably on the first three anniversaries of the grant date. Beginning in 2022,
Mr. Owenby will be eligible to participate in the Company’s Long-Term Incentive Plan pursuant to which he will be eligible to receive
an equity award with a target value of 75% of his base salary.
There are no family relationships between Mr. Owenby and any director
or executive officer of the Company, and Mr. Owenby has no direct or indirect material interest in any transaction required to be disclosed
pursuant to Item 404(a) of Regulation S-K.
The foregoing
description of the Offer Letter contained herein do not purport to be complete and are qualified in their entirety by reference to the
complete text of the Offer Letter. A copy of the Offer Letter will be filed as an exhibit to the Registrant’s quarterly report on
Form 10-Q for the fiscal quarter ending September 30, 2021.
Item 7.01. Regulation FD Disclosure
A copy of the press release, dated August 30, 2021, announcing Mr.
Owenby’s appointment, is furnished as Exhibit 99.1. The press release at Exhibit 99.1 is being
furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into
any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise
expressly stated in such filing.
Item 9.01.
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Financial Statements and Exhibits
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(d). Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: August 30, 2021
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PACTIV EVERGREEN INC.
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By:
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/s/ Chandra J. Mitchell
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Chandra J. Mitchell
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Chief Legal Officer
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