see-20200521
0001012100SEALED AIR CORP/DEfalse00010121002020-05-212020-05-21



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 21, 2020
 see-20200521_g1.jpg
SEALED AIR CORPORATION
(Exact Name of Registrant as Specified in its Charter)
 
Delaware 1-12139 65-0654331
(State or Other
Jurisdiction of Incorporation)
 (Commission
File Number)
 (IRS Employer
Identification No.)
 
2415 Cascade Pointe Boulevard  
CharlotteNorth Carolina 28208
(Address of Principal Executive Offices) (Zip Code)
 
Registrant’s telephone number, including area code: (980)-221-3235
Not Applicable
(Former Name or Former Address, If Changed Since Last Report)
 
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:
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))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Common Stock, par value see-20200521_g1.jpg
SEALED AIR CORPORATION
(Exact Name of Registrant as Specified in its Charter)
 
Delaware 1-12139 65-0654331
(State or Other
Jurisdiction of Incorporation)
 (Commission
File Number)
 (IRS Employer
Identification No.)
 
2415 Cascade Pointe Boulevard  
CharlotteNorth Carolina 28208
(Address of Principal Executive Offices) (Zip Code)
 
Registrant’s telephone number, including area code: (980)-221-3235
Not Applicable
(Former Name or Former Address, If Changed Since Last Report)
 
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:
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))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Common Stock, par value 00010121002020-05-212020-05-21



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 21, 2020
 see-20200521_g1.jpg
SEALED AIR CORPORATION
(Exact Name of Registrant as Specified in its Charter)
 
Delaware 1-12139 65-0654331
(State or Other
Jurisdiction of Incorporation)
 (Commission
File Number)
 (IRS Employer
Identification No.)
 
2415 Cascade Pointe Boulevard  
CharlotteNorth Carolina 28208
(Address of Principal Executive Offices) (Zip Code)
 
Registrant’s telephone number, including area code: (980)-221-3235
Not Applicable
(Former Name or Former Address, If Changed Since Last Report)
 
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:
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))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Common Stock, par value see-20200521_g1.jpg
SEALED AIR CORPORATION
(Exact Name of Registrant as Specified in its Charter)
 
Delaware 1-12139 65-0654331
(State or Other
Jurisdiction of Incorporation)
 (Commission
File Number)
 (IRS Employer
Identification No.)
 
2415 Cascade Pointe Boulevard  
CharlotteNorth Carolina 28208
(Address of Principal Executive Offices) (Zip Code)
 
Registrant’s telephone number, including area code: (980)-221-3235
Not Applicable
(Former Name or Former Address, If Changed Since Last Report)
 
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:
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))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Common Stock, par value $0.10 per shareSEENew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).
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 May 21, 2020, Sealed Air Corporation (the “Company”) held its Annual Meeting of Stockholders. The holders of a total of 142,142,306 shares of our common stock were present in person or by proxy at the Annual Meeting, representing approximately 91.3% of the voting power entitled to vote at the Annual Meeting. Each share of common stock was entitled to one vote on each matter before the meeting. The matters considered and voted on by the stockholders at the Annual Meeting and the vote of the stockholders were as follows:

1.The stockholders elected the entire Board of Directors, each of whom holds office until a successor is elected and qualified or until his or her earlier resignation or removal, by the following votes:

NomineeForAgainstAbstainBroker Non-Votes
Françoise Colpron131,853,3132,733,724923,5906,631,679
Edward L. Doheny II132,648,6961,442,6771,419,2546,631,679
Michael P. Doss133,194,1481,487,720828,7596,631,679
Henry R. Keizer124,732,99310,129,192648,4426,631,679
Jacqueline B. Kosecoff119,475,58215,447,707587,3386,631,679
Harry A. Lawton III133,777,8191,048,845683,9636,631,679
Neil Lustig132,395,9292,536,435578,2636,631,679
Suzanne B. Rowland134,047,173740,177723,2776,631,679
Jerry R. Whitaker131,489,1483,473,949547,5306,631,679


2.The stockholders ratified the appointment of PricewaterhouseCoopers LLP as our independent auditor for the fiscal year ending December 31, 2020 by the following vote:

ForAgainstAbstainBroker Non-Votes
Ratification of Appointment of PricewaterhouseCoopers LLP136,078,9385,715,649347,719


3.The stockholders approved, on a non-binding advisory basis, the executive compensation as disclosed in the proxy statement by the following vote:
ForAgainstAbstainBroker Non-Votes
Approval of Executive Compensation127,029,5767,037,8181,443,2336,631,679






SIGNATURE
 
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.
 
 SEALED AIR CORPORATION
   
   
 By:
/s/ Angel S. Willis
 Name:Angel S. Willis
 Title:Vice President, General Counsel & Secretary
   
Date: May 27, 2020  

SEENew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).
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 May 21, 2020, Sealed Air Corporation (the “Company”) held its Annual Meeting of Stockholders. The holders of a total of 142,142,306 shares of our common stock were present in person or by proxy at the Annual Meeting, representing approximately 91.3% of the voting power entitled to vote at the Annual Meeting. Each share of common stock was entitled to one vote on each matter before the meeting. The matters considered and voted on by the stockholders at the Annual Meeting and the vote of the stockholders were as follows:

1.The stockholders elected the entire Board of Directors, each of whom holds office until a successor is elected and qualified or until his or her earlier resignation or removal, by the following votes:

NomineeForAgainstAbstainBroker Non-Votes
Françoise Colpron131,853,3132,733,724923,5906,631,679
Edward L. Doheny II132,648,6961,442,6771,419,2546,631,679
Michael P. Doss133,194,1481,487,720828,7596,631,679
Henry R. Keizer124,732,99310,129,192648,4426,631,679
Jacqueline B. Kosecoff119,475,58215,447,707587,3386,631,679
Harry A. Lawton III133,777,8191,048,845683,9636,631,679
Neil Lustig132,395,9292,536,435578,2636,631,679
Suzanne B. Rowland134,047,173740,177723,2776,631,679
Jerry R. Whitaker131,489,1483,473,949547,5306,631,679


2.The stockholders ratified the appointment of PricewaterhouseCoopers LLP as our independent auditor for the fiscal year ending December 31, 2020 by the following vote:

ForAgainstAbstainBroker Non-Votes
Ratification of Appointment of PricewaterhouseCoopers LLP136,078,9385,715,649347,719


3.The stockholders approved, on a non-binding advisory basis, the executive compensation as disclosed in the proxy statement by the following vote:
ForAgainstAbstainBroker Non-Votes
Approval of Executive Compensation127,029,5767,037,8181,443,2336,631,679






SIGNATURE
 
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.
 
 SEALED AIR CORPORATION
   
   
 By:
/s/ Angel S. Willis
 Name:Angel S. Willis
 Title:Vice President, General Counsel & Secretary
   
Date: May 27, 2020  

SEENew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).
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 May 21, 2020, Sealed Air Corporation (the “Company”) held its Annual Meeting of Stockholders. The holders of a total of 142,142,306 shares of our common stock were present in person or by proxy at the Annual Meeting, representing approximately 91.3% of the voting power entitled to vote at the Annual Meeting. Each share of common stock was entitled to one vote on each matter before the meeting. The matters considered and voted on by the stockholders at the Annual Meeting and the vote of the stockholders were as follows:

1.The stockholders elected the entire Board of Directors, each of whom holds office until a successor is elected and qualified or until his or her earlier resignation or removal, by the following votes:

NomineeForAgainstAbstainBroker Non-Votes
Françoise Colpron131,853,3132,733,724923,5906,631,679
Edward L. Doheny II132,648,6961,442,6771,419,2546,631,679
Michael P. Doss133,194,1481,487,720828,7596,631,679
Henry R. Keizer124,732,99310,129,192648,4426,631,679
Jacqueline B. Kosecoff119,475,58215,447,707587,3386,631,679
Harry A. Lawton III133,777,8191,048,845683,9636,631,679
Neil Lustig132,395,9292,536,435578,2636,631,679
Suzanne B. Rowland134,047,173740,177723,2776,631,679
Jerry R. Whitaker131,489,1483,473,949547,5306,631,679


2.The stockholders ratified the appointment of PricewaterhouseCoopers LLP as our independent auditor for the fiscal year ending December 31, 2020 by the following vote:

ForAgainstAbstainBroker Non-Votes
Ratification of Appointment of PricewaterhouseCoopers LLP136,078,9385,715,649347,719


3.The stockholders approved, on a non-binding advisory basis, the executive compensation as disclosed in the proxy statement by the following vote:
ForAgainstAbstainBroker Non-Votes
Approval of Executive Compensation127,029,5767,037,8181,443,2336,631,679






SIGNATURE
 
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.
 
 SEALED AIR CORPORATION
   
   
 By:
/s/ Angel S. Willis
 Name:Angel S. Willis
 Title:Vice President, General Counsel & Secretary
   
Date: May 27, 2020  

SEENew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).
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 May 21, 2020, Sealed Air Corporation (the “Company”) held its Annual Meeting of Stockholders. The holders of a total of 142,142,306 shares of our common stock were present in person or by proxy at the Annual Meeting, representing approximately 91.3% of the voting power entitled to vote at the Annual Meeting. Each share of common stock was entitled to one vote on each matter before the meeting. The matters considered and voted on by the stockholders at the Annual Meeting and the vote of the stockholders were as follows:

1.The stockholders elected the entire Board of Directors, each of whom holds office until a successor is elected and qualified or until his or her earlier resignation or removal, by the following votes:

NomineeForAgainstAbstainBroker Non-Votes
Françoise Colpron131,853,3132,733,724923,5906,631,679
Edward L. Doheny II132,648,6961,442,6771,419,2546,631,679
Michael P. Doss133,194,1481,487,720828,7596,631,679
Henry R. Keizer124,732,99310,129,192648,4426,631,679
Jacqueline B. Kosecoff119,475,58215,447,707587,3386,631,679
Harry A. Lawton III133,777,8191,048,845683,9636,631,679
Neil Lustig132,395,9292,536,435578,2636,631,679
Suzanne B. Rowland134,047,173740,177723,2776,631,679
Jerry R. Whitaker131,489,1483,473,949547,5306,631,679


2.The stockholders ratified the appointment of PricewaterhouseCoopers LLP as our independent auditor for the fiscal year ending December 31, 2020 by the following vote:

ForAgainstAbstainBroker Non-Votes
Ratification of Appointment of PricewaterhouseCoopers LLP136,078,9385,715,649347,719


3.The stockholders approved, on a non-binding advisory basis, the executive compensation as disclosed in the proxy statement by the following vote:
ForAgainstAbstainBroker Non-Votes
Approval of Executive Compensation127,029,5767,037,8181,443,2336,631,679






SIGNATURE
 
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.
 
 SEALED AIR CORPORATION
   
   
 By:
/s/ Angel S. Willis
 Name:Angel S. Willis
 Title:Vice President, General Counsel & Secretary
   
Date: May 27, 2020  


v3.20.1
Cover Document
May 21, 2020
Cover [Abstract]  
Document Type 8-K
Document Period Start Date May 21, 2020
Entity Incorporation, State or Country Code DE
Entity File Number 1-12139
Entity Tax Identification Number 65-0654331
Entity Address, Address Line One 2415 Cascade Pointe Boulevard
Entity Address, City or Town Charlotte
Entity Address, State or Province NC
Entity Address, Postal Zip Code 28208
City Area Code 980
Local Phone Number 221-3235
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $0.10 per share
Trading Symbol SEE
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001012100
Entity Registrant Name SEALED AIR CORP/DE
Amendment Flag false