Item 5.03 Amendments to Articles of Incorporation or Bylaws.

On December 10 2020, the Board of Directors (the "Board") of Packaging Corporation of America (the "Company") approved an amendment and restatement of the by-laws of the Company (the "Amended Bylaws"), effective as of such date.

The Amended Bylaws provide for "proxy access," which allows a stockholder, or a group of up to 20 stockholders, owning at least three percent of the Company's outstanding stock continuously for at least three years, to nominate and include in the Company's annual meeting proxy materials director nominees constituting up to the greater of two directors or 20% of the Board, provided that the stockholders and nominees satisfy the requirements specified in the Amended Bylaws.

In addition, the Amended Bylaws, among other matters, (1) revise procedures and disclosure requirements for the nomination of directors (outside of proxy access) and the submission of proposals for consideration at annual meetings of stockholders, (2) provide that the chairman of a stockholder meeting may adjourn any such meeting whether or not there is a quorum present, (3) clarify the power of the chairman of a stockholder meeting with respect to the conduct of such meeting, and (4) reflect certain administrative, modernizing, clarifying, and conforming changes.

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

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits



Number      Description of Exhibits

3.1           Amended and Restated By-laws of Packaging Corporation of America,
            dated as of December 10, 2020.

104         The cover page from this Current Report on Form 8-K, formatted in
            Inline XBRL.

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