0001012100SEALED AIR CORP/DEfalse00010121002021-05-182021-05-18

Washington, D.C. 20549
FORM 8-K  
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 18, 2021
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-12139 65-0654331
(State or Other
Jurisdiction of Incorporation)
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 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 18, 2021, the stockholders of Sealed Air Corporation (the “Company”) approved an amendment and restatement of the 2014 Omnibus Incentive Plan (as amended and restated, the “Omnibus Plan”). A description of the terms and conditions of the Omnibus Plan is set forth in the Company’s Proxy Statement for the 2021 Annual Meeting of Stockholders (the “Annual Meeting”) of the Company, as filed with the Securities and Exchange Commission on April 6, 2021, under the heading “Proposal 2. Amendment and Restatement of 2014 Omnibus Incentive Plan,” which description is incorporated herein by reference. This summary is qualified in its entirety by the full text of the Omnibus Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 5.02.

Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held the Annual Meeting on May 18, 2021. The holders of a total of 140,782,102 shares of our common stock were present in person or by proxy at the Annual Meeting, representing approximately 91.9% 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
Zubaid Ahmad132,522,7351,464,4941,318,1955,476,678
Françoise Colpron132,617,3412,328,552359,5315,476,678
Edward L. Doheny II133,990,4381,002,078312,9085,476,678
Michael P. Doss132,450,6152,430,181424,6285,476,678
Henry R. Keizer131,628,2183,374,601302,6055,476,678
Harry A. Lawton III131,907,4092,731,015667,0005,476,678
Neil Lustig127,904,9226,979,043421,4595,476,678
Suzanne B. Rowland132,455,8002,577,057272,5675,476,678
Jerry R. Whitaker131,382,3683,643,122279,9345,476,678

2.The stockholders approved the amendment and restatement of the Omnibus Plan by the following vote:
ForAgainstAbstainBroker Non-Votes
Amendment and Restatement of the Omnibus Plan127,502,4086,581,6011,221,4155,476,678

3.The stockholders ratified the appointment of PricewaterhouseCoopers LLP as our independent auditor for the fiscal year ending December 31, 2021 by the following vote:
ForAgainstAbstainBroker Non-Votes
Ratification of Appointment of PricewaterhouseCoopers LLP138,956,2461,214,980610,876

4.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 Compensation73,376,61359,754,6582,174,1535,476,678

Item 9.01Financial Statements and Exhibits.
(d) Exhibits.
Exhibit NumberDescription
104Cover Page Interactive Data File (formatted as Inline XBRL and embedded within document)

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.
/s/ Angel S. Willis
 Name:Angel S. Willis
 Title:Vice President, General Counsel and Secretary
  (Duly Authorized Officer)
Date: May 24, 2021