Current Report Filing (8-k)

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): November 2, 2022

REYNOLDS CONSUMER PRODUCTS INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-39205

45-3464426

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

1900 W. Field Court

Lake Forest, Illinois

60045

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (800) 879-5067

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 (see General Instruction A.2. below):

☐		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, $0.001 Par Value

REYN

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 2.02. Results of Operations and Financial Condition

On November 8, 2022, Reynolds Consumer Products Inc. (the “Company”) issued a press release announcing its financial results for the third quarter ended September 30, 2022. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information included in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for 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 deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective November 2, 2022, the Company appointed Judith Buckner as President, Reynolds Cooking & Baking and Chris Corey as President, Presto Products. In addition, effective November 2, 2022, the Company terminated the employment of Craig Cappel, the Company’s former President, Reynolds Cooking & Baking.

Ms. Buckner served as the Company’s President, Presto Products since 2019. She joined the Company in 2000 and has served in a variety of senior operational leadership roles. Prior to that, she held various engineering and leadership roles in product development and operations at Hoechst-Celanese/Invista from 1991 to 2000.

Mr. Corey joined the Company in 2019 and previously served as Senior VP International & Canada. Prior to that, he held various sales leadership roles at Kraft Heinz, Boehringer Ingelheim Consumer Healthcare and Johnson & Johnson.

Mr. Cappel will be paid severance under the terms of his Employment Agreement, which was filed as Exhibit 10.8 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on November 15, 2019. In addition, the Company has agreed that 12,125 restricted stock units held by Mr. Cappel scheduled to vest in early 2023 will not be forfeited upon his termination, and instead will vest and be settled on the applicable scheduled vesting dates. The remainder of Mr. Cappel’s equity awards were forfeited upon his termination.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits


Exhibit No.		Description

99.1		Press Release issued by Reynolds Consumer Products Inc., dated November 8, 2022
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.