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 4, 2021

 

Packaging Corporation of America

(Exact name of registrant as specified in its charter)

 

 

Delaware		1-15399		36-4277050
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1 N. 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:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2 (b) under the Exchange Act (17 CFR 240.14d-2 (b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4 (c))

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:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		PKG		New York Stock Exchange

 

 

 

Item 5.07. Submission of Matters to a Vote of Security Holders

On May 4, 2021, Packaging Corporation of America held its 2021 Annual Meeting of Stockholders, at which the following proposals were voted upon and approved by PCA’s stockholders:

 

(a)

Election of Directors. Voting results are summarized as follows, with fractional shares rounded to the nearest whole share:

 

Nominee		Votes For				Votes Against				Abstentions				Broker Non Vote
Cheryl K. Beebe			77,527,737				3,957,020				42,402				4,872,279
Duane C. Farrington			81,253,840				198,227				75,092				4,872,279
Donna A. Harman			81,221,807				260,420				44,932				4,872,279
Mark W. Kowlzan			76,544,235				4,608,537				374,387				4,872,279
Robert C. Lyons			81,181,079				271,484				74,596				4,872,279
Thomas P. Maurer			81,242,021				210,121				75,017				4,872,279
Samuel M. Mencoff			69,483,256				12,004,016				39,887				4,872,279
Roger B. Porter			72,774,297				7,488,202				1,264,660				4,872,279
Thomas S. Souleles			79,147,245				2,332,366				47,548				4,872,279
Paul T. Stecko			79,445,052				2,013,713				68,394				4,872,279
James D. Woodrum			77,714,564				3,743,805				68,790				4,872,279

(b)    Ratification of Independent Registered Public Accounting Firm. The audit committee’s appointment of KPMG LLP as PCA’s independent registered public accounting firm was ratified by the following vote: 86,227,021 votes for, 120,879 votes against and 51,583 abstentions.

(c)    Approval of PCA’s Executive Compensation. 78,186,432 votes for, 3,163,960 votes against, 176,766 abstentions and 4,872,279 broker non-votes.

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.

 

PACKAGING CORPORATION OF AMERICA
By:		/s/ Kent A. Pflederer
		Senior Vice President, General Counsel & Secretary

Date: May 6, 2021