UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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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 5.07. Submission of Matters to a Vote of Security Holders.
On June 7, 2023, Pactiv Evergreen Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, proxies representing 170,751,542 shares (“Shares”) of the Company’s common stock, par value $0.001 per Share, or approximately 95.8% of the Shares entitled to vote, were present by proxy and voted on the following three proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 27, 2023 (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 of Directors of the Company until the Company’s 2024 Annual Meeting of Stockholders or until their successors are duly elected and qualified.
Nominee |
For |
Withheld |
Broker Non-Votes |
Total |
LeighAnne G. Baker |
160,891,859 |
6,877,798 |
2,981,885 |
170,751,542 |
Duncan J. Hawkesby |
156,249,955 |
11,519,702 |
2,981,885 |
170,751,542 |
Allen P. Hugli |
151,810,416 |
15,959,241 |
2,981,885 |
170,751,542 |
Michael J. King |
156,563,600 |
11,206,057 |
2,981,885 |
170,751,542 |
Rolf Stangl |
157,199,737 |
10,569,920 |
2,981,885 |
170,751,542 |
Felicia D. Thornton |
157,197,417 |
10,572,240 |
2,981,885 |
170,751,542 |
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, 2023, as described in the Proxy Statement. This proposal was approved.
For |
Against |
Abstain |
Total |
170,600,304 |
146,173 |
5,065 |
170,751,542 |
Proposal 3 – Say on Pay Vote
Proposal 3 was an advisory vote to approve the Company’s named executive officer compensation for 2022, as described in the Proxy Statement. This proposal was approved.
For |
Against |
Abstain |
Broker Non-Vote |
Total |
161,061,682 |
6,702,702 |
5,273 |
2,981,885 |
170,751,542 |
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 12, 2023
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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 |