SEALED AIR CORPORATION (NYSE:SEE) Files An 8-K Submission of Matters to a Vote of Security Holders
Item5.07Submission of Matters to a Vote of Security Holders
On May 18, 2017, the Company held its Annual Meeting of
Stockholders. The holders of a total of 172,891,079 shares of our
common stock were present in person or by proxy at the Annual
Meeting, representing approximately 88.51% 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: |
|
Nominee |
For | Against | Abstain | BrokerNon- Votes | |||||||||
| 1. | Michael Chu | 155,509,623 | 5,306,730 | 339,883 | 11,734,843 | ||||||||
| 2. | Lawrence R. Codey | 152,762,182 | 7,890,138 | 503,916 | 11,734,843 | ||||||||
| 3. | Patrick Duff | 154,438,815 | 6,341,935 | 375,486 | 11,734,843 | ||||||||
| 4. | Henry R. Keizer | 158,792,377 | 1,986,594 | 377,265 | 11,734,843 | ||||||||
| 5. | Jacqueline B. Kosecoff | 155,562,137 | 5,237,016 | 357,083 | 11,734,843 | ||||||||
| 6. | Neil Lustig | 159,083,199 | 1,683,873 | 389,164 | 11,734,843 | ||||||||
| 7. | William J. Marino | 154,621,578 | 6,174,926 | 359,732 | 11,734,843 | ||||||||
| 8. | Jerome A. Peribere | 156,689,913 | 4,108,840 | 357,483 | 11,734,843 | ||||||||
| 9. | Richard L. Wambold | 157,622,038 | 3,151,236 | 382,962 | 11,734,843 | ||||||||
| 10. | Jerry R. Whitaker | 155,175,921 | 5,594,360 | 385,955 | 11,734,843 |
| 2. |
The stockholders approved, on a non-binding advisory basis, the executive compensation as disclosed in the proxy statement by the following vote: |
| For | Against | Abstain | BrokerNon- Votes | |||||
|
Approval of Executive Compensation |
155,171,543 | 4,897,591 | 1,087,102 | 11,734,843 |
| 3. |
The stockholders approved, on a non-binding advisory basis, an annual advisory vote of stockholders on executive compensation by the following vote: |
| OneYear | TwoYears | ThreeYears | Abstain | BrokerNon- Votes | ||||||
| Frequency for Vote on Executive Compensation | 146,324,896 | 991,464 | 13,305,160 | 534,716 | 11,734,843 |
In light of the results of the advisory vote on the frequency of
future advisory votes on executive compensation and consistent
with the recommendation of the Companys Board of Directors to
stockholders in the proxy statement, the Companys Board of
Directors has determined that the Company will hold an annual
advisory vote on executive compensation until the next required
stockholder vote on the frequency of such votes.
| 4. |
The stockholders ratified the appointment of Ernst Young LLP as our independent auditor for the fiscal year ending December31, 2017 by the following vote: |
| For | Against | Abstain | BrokerNon- Votes | |||||
| Ratification of Appointment of ErnstYoungLLP | 164,840,094 | 7,577,666 | 473,319 |
Item8.01Other Events.
Our Bylaws provide a proxy access right to permit a stockholder,
or a group of up to twenty stockholders, owning continuously for
at least three years shares of our stock representing an
aggregate of at least 3% of the Companys outstanding shares of
capital stock, to include in the Companys proxy materials the
greater of two director nominees or nominees constituting up to
20% of the Board of Directors, provided that the stockholder(s)
and the nominee(s) otherwise satisfy the requirements in our
Bylaws. To have a director nominee or nominees included in the
Companys proxy materials for the 2018 Annual Meeting of
Stockholders, proper written notice must be received by the
Companys Corporate Secretary at our corporate headquarters, 2415
Cascade Pointe Boulevard, Charlotte, North Carolina 28208, no
earlier thanDecember 19, 2017, and no later thanJanuary 18,
2018.If, however, the 2018 Annual Meeting is notwithin 30 days
before or 60 days after the anniversary of the 2017 Annual
Meeting held onMay 18, 2017, we must receive such notice no
earlier than the close of business on the 150th day prior to such
meeting and no later than the close of business on the later of
the 120th day prior to such meeting or the tenth day following
the public announcement of the meeting date.We have posted a copy
of our Bylaws on our website atwww.sealedair.com.The other
deadlines for stockholder proposals and nominations are as set
forth in the Companys proxy statement for the 2017 Annual
Meeting, which was filed with the Securities and Exchange
Commission on April6, 2017.
About SEALED AIR CORPORATION (NYSE:SEE)
Sealed Air Corporation is engaged in food safety and security, facility hygiene and product protection business. The Company’s segments are Food Care, Diversey Care, Product Care and Other (includes Corporate, Medical Applications and New Ventures businesses). The Food Care segment focuses on providing processors, retailers and food service operators a range of integrated system solutions. The Food Care business serves primarily perishable food and beverage processors, predominately in fresh red meat, smoked and processed meats, beverages, poultry and dairy markets. Diversey Care segment integrates cleaning chemicals, floor care machines, cleaning tools and equipment, and a range of services, including application and employee training, auditing of hygiene and appearance, and water and energy management. The Product Care segment provides customers with a range of Product Care solutions to meet cushioning, void fill, surface protection, retail display, containment and dunnage needs. SEALED AIR CORPORATION (NYSE:SEE) Recent Trading Information
SEALED AIR CORPORATION (NYSE:SEE) closed its last trading session up +0.09 at 43.03 with 2,227,609 shares trading hands.
