UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Securities registered pursuant to Section 12(b) of the Act:
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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. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 5, 2024, Pactiv Evergreen Inc. (the “Company”) amended and restated the Equity Incentive Plan of the Company (the “Plan Amendment”). The Plan Amendment was previously approved by the Board of Directors (the “Board”) of the Company, subject to stockholder approval, and was approved by the Company’s stockholders at the Annual Meeting of Stockholders held on June 5, 2024 (the “Annual Meeting”), as further described in Item 5.07 of this Current Report on Form 8-K.
The material terms of the Plan Amendment are described in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 19, 2024 (the “Proxy Statement”), which description is incorporated herein by reference. Such description does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan Amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Also on June 5, 2024, the Company amended its Amended and Restated Certificate of Incorporation to include an officer exculpation provision (the “Charter Amendment”), as described in the Proxy Statement. The Charter Amendment was previously approved by the Board, subject to stockholder approval, and was approved by the Company’s stockholders at the Annual Meeting, as further described in Item 5.07 of this Current Report on Form 8-K.
The foregoing description of the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Charter Amendment, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
As noted above, on June 5, 2024, the Company held the Annual Meeting. At the Annual Meeting, proxies representing 175,786,098 shares (“Shares”) of the Company’s common stock, par value $0.001 per Share, or approximately 98.1% of the Shares entitled to vote, were present by proxy and voted on the following five proposals, each of which is described in more detail in the Proxy Statement. The Company’s inspector of elections certified the vote tabulations indicated below.
Proposal 1 – Election of Directors
The individuals listed below were elected at the Annual Meeting to serve on the Board until the Company’s 2025 Annual Meeting of Stockholders or until their successors are duly elected and qualified.
Nominee |
For |
Withheld |
Broker Non-Votes |
Total |
LeighAnne G. Baker |
166,684,378 |
5,722,518 |
3,379,202 |
175,786,098 |
Duncan J. Hawkesby |
170,337,391 |
2,069,505 |
3,379,202 |
175,786,098 |
Allen P. Hugli |
153,224,367 |
19,182,529 |
3,379,202 |
175,786,098 |
Michael J. King |
171,352,578 |
1,054,318 |
3,379,202 |
175,786,098 |
Linda K. Massman |
172,330,143 |
76,753 |
3,379,202 |
175,786,098 |
Rolf Stangl |
167,666,397 |
4,740,499 |
3,379,202 |
175,786,098 |
Felicia D. Thornton |
170,757,320 |
1,649,576 |
3,379,202 |
175,786,098 |
Proposal 2 – Ratification of the Appointment of PricewaterhouseCoopers LLP
Proposal 2 was a proposal to ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024, as described in the Proxy Statement. This proposal was approved.
For |
Against |
Abstain |
Total |
174,926,224 |
856,053 |
3,821 |
175,786,098 |
Proposal 3 – Say on Pay Vote
Proposal 3 was an advisory vote to approve the Company’s named executive officer compensation for 2023, as described in the Proxy Statement. This proposal was approved.
For |
Against |
Abstain |
Broker Non-Vote |
Total |
171,174,670 |
1,227,372 |
4,854 |
3,379,202 |
175,786,098 |
Proposal 4 – Amendment and Restatement of Equity Incentive Plan
Proposal 4 was a proposal to approve the Plan Amendment, as described in the Proxy Statement. This proposal was approved.
For |
Against |
Abstain |
Broker Non-Vote |
Total |
144,907,302 |
27,494,434 |
5,160 |
3,379,202 |
175,786,098 |
Proposal 5 – Amendment to Certificate of Incorporation Relating to Officer Exculpation
Proposal 5 was a proposal to approve the Charter Amendment, as described in the Proxy Statement. This proposal was approved.
For |
Against |
Abstain |
Broker Non-Vote |
Total |
152,092,879 |
20,304,153 |
9,864 |
3,379,202 |
175,786,098 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number |
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Description |
3.1 |
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10.1* |
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Amended and Restated Equity Incentive Plan of Pactiv Evergreen Inc., dated as of June 5, 2024. |
104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* Indicates a management contract or compensatory plan.
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.
Date: June 7, 2024
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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 and Secretary |