Current Report Filing (8-k)
May 10 2019 - 3:10PM
Edgar (US Regulatory)
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): May 7, 2019
Packaging Corporation of America
(Exact name of registrant as specified in its charter)
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Delaware
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1-15399
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36-4277050
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1955 West Field Court, Lake Forest, Illinois 60045
(Address of Principal Executive Offices, including Zip Code)
(847)
482-3000
(Registrants 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 registrants under any of the following provisions:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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☐
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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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☐
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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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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. ☐
Securities registered pursuant to Section 12(b) of the Exchange Act:
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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 $0.01 per share
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PKG
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New York Stock Exchange
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers
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On May 7, 2019, Pamela A. Barnes was elected as Packaging
Corporation of Americas (PCA) Senior Vice President, Finance, and Controller. In such position, Ms. Barnes will serve as PCAs principal accounting officer. Robert P. Mundy, PCAs Executive Vice President and Chief
Financial Officer previously served as PCAs principal accounting officer and continues to serve as PCAs principal financial officer. Ms. Barnes, age 54, has been employed by PCA since 1992 and has served as a Vice President in
PCAs financial organization since 2012 and has served as treasurer since 1999.
Ms. Barnes is not a party to any arrangement or
understanding regarding her selection as an officer and she has no family relationships with any director, executive officer or person nominated or chosen by PCA to become a director or executive officer of the Company. Ms. Barnes is not party
to any transaction required to be disclosed pursuant to Item 404(a) of Regulation
S-K.
Ms. Barnes has not entered into any material plan, contract, arrangement or amendment in connection with her appointment as principal
accounting officer. She will receive salary, annual incentive awards and long-term incentive awards, and will participate in other compensation and benefit programs, at levels consistent with her position and scope of responsibility. PCAs
compensation and benefit plans are more fully described in the Compensation Discussion and Analysis section of the Companys proxy statement relating to the 2019 Annual Meeting of Stockholders filed with the SEC on March 22,
2019.
Item 5.07.
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Submission of Matters to a Vote of Security Holders
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On May 7, 2019, Packaging Corporation of America held its 2019 Annual Meeting of Stockholders, at which the following proposals were voted
upon and approved by PCAs stockholders:
(a)
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Election of Directors. Each of the following nominees for directors was elected to serve through the 2020
Annual Meeting of Stockholders. Votes for, votes against, abstentions and broker
non-votes,
by nominee, were as follows:
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Nominee
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For
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Against
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Abstain
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Broker
Non-Vote
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Cheryl K. Beebe
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77,011,315
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1,175,172
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36,969
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6,171,286
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Duane C. Farrington
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77,921,225
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255,079
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47,152
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6,171,286
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Hasan Jameel
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76,874,331
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1,302,317
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46,808
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6,171,286
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Mark W. Kowlzan
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74,866,725
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3,082,137
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274,594
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6,171,286
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Robert C. Lyons
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77,916,409
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259,535
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47,512
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6,171,286
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Thomas P. Maurer
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77,905,404
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270,420
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47,632
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6,171,286
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Samuel M. Mencoff
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74,506,852
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3,669,016
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47,588
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6,171,286
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Roger B. Porter
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72,381,018
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5,307,295
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535,143
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6,171,286
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Thomas S. Souleles
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76,816,231
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1,358,726
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48,499
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6,171,286
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Paul T. Stecko
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76,805,220
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1,369,992
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48,244
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6,171,286
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James D. Woodrum
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76,530,682
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1,645,037
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47,737
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6,171,286
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(b)
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The stockholders ratified the audit committees appointment of KPMG LLP as the independent registered
public accounting firm to serve as PCAs auditors for the year ending December 31, 2019. The voting results were as follows: 84,256,411 votes for; 71,743 votes against; and 66,588 abstentions.
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(c)
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The stockholders approved our executive compensation on a
non-binding
advisory basis. The voting results were as follows: 75,786,861 votes for; 2,241,564 votes against; 195,031 abstentions; and 6,171,286 broker
non-votes.
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SIGNATURES
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.
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PACKAGING CORPORATION OF AMERICA
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By:
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/s/ Kent A. Pflederer
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Senior Vice President, General Counsel & Secretary
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Date: May 10, 2019
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