SEALED AIR CORP/DE : Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits (form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.

On February 13, 2020, Patrick Duff, who has served as a director of Sealed Air Corporation (the "Company") since 2010, informed the Company's Board of Directors (the "Board") of his decision not to stand for reelection at the Company's 2020 Annual Meeting of Stockholders (the "2020 Annual Meeting"). Mr. Duff will remain a director and maintain his committee membership through the 2020 Annual Meeting. Mr. Duff's decision not to stand for reelection was not due to any disagreement with the Company on any matter relating to the Company's operations, policies or practices.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

Year.

On February 12, 2020, the Board approved amendments to the Company's Amended and Restated Bylaws (as amended, the "Bylaws"), which became effective immediately. Among other things, the amendments include changes to the advance notice provisions to require (i) additional information and updates from stockholders who wish to nominate any person for election to the Board (including information about the securities and derivative positions held by the stockholder and the relationships between the stockholder and the nominee), and (ii) that a nominee for director submitted by a stockholder provide certain information, representations and agreements to the Company in order to be eligible for election.

The foregoing description of the amendments to the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number Description



  3.1   Amended and Restated Bylaws of Sealed Air Corporation, as amended through
        February 12, 2020.

104 Cover Page Interactive Data File (formatted as Inline XBRL and embedded

within the document).

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