As Filed With the Securities and Exchange Commission on June 17, 2024
Registration No. 333-            
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 
SEALED AIR CORPORATION
(Exact name of registrant as specified in its charter)
Delaware65-0654331
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
2415 Cascade Pointe Boulevard
Charlotte, North Carolina
28208
(Address of Principal Executive Offices)(Zip Code)
2014 OMNIBUS INCENTIVE PLAN
(Full title of the plan)

Angel S. Willis
Vice President, General Counsel and Secretary
Sealed Air Corporation
2415 Cascade Pointe Boulevard
Charlotte, North Carolina 28208
(Name and address of agent for service)

(980)-221-3235
(Telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filerxAccelerated filer¨
Non-accelerated filer
¨  
Smaller reporting company¨
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 7(a)(2)(B) of the Securities Act. ¨






EXPLANATORY NOTE

This Registration Statement on Form S-8 relating to the 2014 Omnibus Incentive Plan (as amended effective May 23, 2024, the “Omnibus Plan”) of Sealed Air Corporation (the “Company”) is being filed for the purpose of registering additional securities of the same class as other securities for which a Registration Statement on Form S-8 has previously been filed and is effective. In accordance with General Instruction E to Form S-8 regarding registration of additional securities, this Registration Statement incorporates by reference the contents of the Registration Statement on Form S-8, File No. 333-196508, filed with the Securities and Exchange Commission (the “SEC”) on June 4, 2014 by the Company, the Registration Statement on Form S-8, File No. 333-223460, filed with the SEC on March 6, 2018 by the Company, the Registration Statement on Form S-8, File No. 333-226619, filed with the SEC on August 6, 2018 by the Company, the Registration Statement on Form S-8, File No. 333-252040, filed with the SEC on January 12, 2021 by the Company, and the Registration Statement on Form S-8, File No. 333-258486, filed with the SEC on August 5, 2021 by the Company, in each case except as amended hereby.
Item 5. Interests of Named Experts and Counsel.
Angel S. Willis, Vice President, General Counsel and Secretary of the Company, has passed upon the validity of the shares of Common Stock offered under the Omnibus Plan for the Company and registered hereby. As of the date of this Registration Statement, Ms. Willis was employed by the Company and was the beneficial owner of approximately 38,000 shares of Common Stock of the Company.





Item 8. Exhibits.
Exhibit
Number		Description
4.1
4.2
4.3
4.4
5
23.1
23.2
24
107
*Filed herewith.




SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Charlotte, State of North Carolina, on June 17, 2024.
 SEALED AIR CORPORATION
By:/s/ Dustin J. Semach
Name: Dustin J. Semach
Title: Interim Co-President and Co-Chief Executive Officer, Chief Financial Officer







SIGNATURES AND POWER OF ATTORNEY
We, the undersigned officers and directors of Sealed Air Corporation, hereby severally constitute and appoint Dustin J. Semach and Angel S. Willis, and each of them singly, our true and lawful attorneys with full power to any of them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-8 filed herewith and any and all amendments (including post-effective amendments) to said Registration Statement, and any registration statement filed pursuant to Rule 462 under the Securities Act of 1933, as amended, in connection with said Registration Statement, and to file or cause to be filed the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and generally to do all such things in our name and on our behalf in our capacities as officers and directors to enable Sealed Air Corporation to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys, and each of them, or their substitute or substitutes, shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SignatureTitle Date
     
/s/ Emile Z. Chammas Interim Co-President and Co-Chief Executive Officer, Chief Operating Officer
(Principal Executive Officer)
 June 17, 2024
Emile Z. Chammas
     
/s/ Dustin J. Semach
Interim Co-President and Co-Chief Executive Officer, Chief Financial Officer
(Principal Executive Officer and Principal Financial Officer)
June 17, 2024
Dustin J. Semach  
     
/s/ Veronika JohnsonChief Accounting Officer and Controller (Principal Accounting Officer)June 17, 2024
Veronika Johnson  
/s/ Zubaid AhmadDirectorJune 17, 2024
Zubaid Ahmad  
    
/s/ Kevin C. BerrymanDirectorJune 17, 2024
Kevin C. Berryman
/s/ Françoise Colpron Director June 17, 2024
Françoise Colpron
    
/s/ Clay M. Johnson Director June 17, 2024
Clay M. Johnson
    
/s/ Henry R. Keizer Director June 17, 2024
Henry R. Keizer
    
/s/ Harry A. Lawton III Director June 17, 2024
Harry A. Lawton III
    
/s/ Suzanne B. RowlandDirectorJune 17, 2024
Suzanne B. Rowland





Exhibit 107
Calculation of Filing Fee Tables

Form S-8
(Form Type)

Sealed Air Corporation
(Exact Name of Registrant as Specified in its Charter)

Table 1-Newly Registered Securities


CALCULATION OF REGISTRATION FEE
Security TypeSecurity Class TitleFee Calculation RuleAmount RegisteredProposed Maximum Offering Price Per UnitMaximum Aggregate Offering PriceFee RateAmount of registration fee

Equity
Common Stock, par value $0.10 per share		Rules 457(c) and 457(h)3,507,590
shares (1)		$36.82 (2)$129,149,463.80 (2)0.0001476$19,062.46
Total Offering Amounts$129,149,463.80$19,062.46
Total Fee Offsets$0.00
Net Fee Due$19,062.46
(1)Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers any additional shares of Common Stock, par value $0.10 per share, of Sealed Air Corporation that may become issuable in respect of the securities identified in the above table by reason of any stock dividend, stock split, recapitalization or any other similar transaction.
(2)Estimated in accordance with Rule 457(c) under the Securities Act on the basis of the average of the high and low prices of the Common Stock reported on the New York Stock Exchange on June 14, 2024, solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act.




Exhibit 5
Sealed Air Corporation
2415 Cascade Pointe Boulevard
Charlotte, North Carolina 28208
Telephone: (980) 221-3235
June 17, 2024
Sealed Air Corporation
2415 Cascade Pointe Boulevard
Charlotte, North Carolina 28208
Ladies and Gentlemen:

I am the Vice President, General Counsel and Secretary of Sealed Air Corporation, a Delaware corporation (the “Corporation”), and as such have represented the Corporation in connection with a Registration Statement on Form S-8 (the “Registration Statement”) providing for the registration under the Securities Act of 1933, as amended (the “Act”), of 3,507,590 shares (the “Shares”) of the Corporation’s Common Stock, par value $0.10 per share (the “Common Stock”) which may be issued by the Corporation pursuant to the 2014 Omnibus Incentive Plan, as amended and restated effective May 17, 2018, as further amended and restated effective May 18, 2021, and as further amended by the Amendment to the Sealed Air Corporation 2014 Omnibus Incentive Plan (the “Amendment”), effective May 23, 2024 (as so amended and restated and further amended, the “Omnibus Plan”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related prospectus, other than as expressly stated herein with respect to the issue of the Shares.

I have confirmed that the authorization of the Shares for issuance under the Omnibus Plan was approved by the board of directors of the Corporation (the “Board of Directors”) (i) with respect to the initial 2014 Omnibus Incentive Plan, on February 18, 2014, which 2014 Omnibus Incentive Plan subsequently was approved by the stockholders of the Corporation (the “Stockholders”) by resolution adopted at the 2014 Annual Meeting held on May 22, 2014, (ii) with respect to the first amendment and restatement of the 2014 Omnibus Incentive Plan, on February 14, 2018, which amendment and restatement subsequently was approved by the Stockholders by resolution adopted at the 2018 Annual Meeting held on May 17, 2018, (iii) with respect to the second amendment and restatement of the 2014 Omnibus Incentive Plan, on March 23, 2021, which amendment and restatement subsequently was approved by the Stockholders by resolution adopted at the 2021 Annual Meeting held on May 18, 2021, and (iv) with respect to the Amendment, on April 3, 2024, which Amendment subsequently was approved by the Stockholders by resolution adopted at the 2024 Annual Meeting held on May 23, 2024. The Board of Directors approved the listing of the Shares on the New York Stock Exchange, the registration of the Shares and the preparation and filing of the Registration Statement on June 13, 2024.

As counsel for the Corporation, in addition to participating in the preparation of the Registration Statement, I have reviewed (a) the Omnibus Plan, (b) the resolutions adopted by the Board of Directors on February 18, 2014 approving and adopting the initial 2014 Omnibus Incentive Plan and authorizing the reservation for issuance of certain of the Shares thereunder, together with a resolution adopted by the Stockholders at the 2014 Annual Meeting approving and adopting the initial 2014 Omnibus Incentive Plan, (c) the resolutions adopted by the Board of Directors on February 14, 2018 approving and adopting the first amendment and restatement of the 2014 Omnibus Incentive Plan and authorizing the reservation for issuance of certain of the Shares thereunder, together with a resolution adopted by the Stockholders at the 2018 Annual Meeting approving the first amendment and restatement of the 2014 Omnibus Incentive Plan, (d) the resolutions adopted by the Board of Directors on March 23, 2021 approving and adopting the second amendment and restatement of the 2014 Omnibus Incentive Plan and authorizing the reservation for issuance of certain of the Shares thereunder, together with a resolution adopted by the Stockholders at the 2021 Annual Meeting approving the second amendment and restatement of the 2014 Omnibus Incentive Plan, (e) the resolutions adopted by the Board of Directors on April 3, 2024 approving and adopting the


Amendment and authorizing the reservation for issuance of certain of the Shares thereunder, together with a resolution adopted by the Stockholders at the 2024 Annual Meeting approving the Amendment, and (f) the resolutions adopted by the Board of Directors on June 13, 2024 approving the listing of the Shares on the New York Stock Exchange, the registration of the Shares and the preparation and filing of the Registration Statement. I have also reviewed such corporate records, documents, instruments and certificates and have made such other inquiries as I have deemed necessary in order to enable me to render this opinion.

As to factual matters, I have relied on originals or copies authenticated to my satisfaction of the documents referred to above and such other documents as I have considered necessary to form a basis for rendering this opinion. In my examination, I have assumed the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to me as originals and the conformity to original documents of all documents submitted to me as copies, and, to the extent I have received and relied upon certificates of the Corporation or authorized representatives thereof and certificates and assurances from public officials, all of such certificates, representations and assurances are accurate with respect to factual matters.

Based on the foregoing, I am of the opinion that the Shares, when issued and paid for pursuant to the Registration Statement and in accordance with and upon the terms and conditions of the Omnibus Plan, will be legally issued, fully paid and nonassessable shares of Common Stock of the Corporation.

I hereby consent to the filing of this opinion with the Securities and Exchange Commission as Exhibit 5 to the Registration Statement and to the reference to me in Item 5 of the Registration Statement. In giving this consent I do not admit that I am within the category of persons whose consent is required by Section 7 of the Act or the rules and regulations thereunder.

Very truly yours,
/s/ Angel S. Willis
Angel S. Willis
Vice President, General Counsel and Secretary



Exhibit 23.1


CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Sealed Air Corporation of our report dated February 27, 2024 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in Sealed Air Corporation's Annual Report on Form 10-K for the year ended December 31, 2023.
/s/ PricewaterhouseCoopers LLP
 
Charlotte, North Carolina
June 17, 2024

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