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)

1955 West Field Court, Lake Forest, Illinois 60045

(Address of Principal Executive Offices, including Zip Code)

(847) 482-3000

(Registrant’s 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:

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:

On May 7, 2019, Pamela A. Barnes was elected as Packaging Corporation of America’s (“PCA”) Senior Vice President, Finance, and Controller. In such position, Ms. Barnes will serve as PCA’s principal accounting officer. Robert P. Mundy, PCA’s Executive Vice President and Chief Financial Officer previously served as PCA’s principal accounting officer and continues to serve as PCA’s principal financial officer. Ms. Barnes, age 54, has been employed by PCA since 1992 and has served as a Vice President in PCA’s 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. PCA’s compensation and benefit plans are more fully described in the “Compensation Discussion and Analysis” section of the Company’s proxy statement relating to the 2019 Annual Meeting of Stockholders filed with the SEC on March 22, 2019.

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 PCA’s stockholders:

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: May 10, 2019