Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

On May 31, 2022, Pactiv Evergreen Inc. (the "Company") filed a Current Report on Form 8-K to report that, effective May 27, 2022 (the "Termination Date"), it had terminated without cause the employment of Michael J. Ragen as Chief Financial Officer, principal financial officer and principal accounting officer of the Company, in each case, with effect from the Termination Date.

In connection with his departure, Mr. Ragen and the Company entered into a Separation Agreement, dated June 15, 2022 (the "Separation Agreement"), containing a customary release by Mr. Ragen of claims against the Company. Pursuant to the Separation Agreement, Mr. Ragen will be entitled to (i) a severance payment in the amount of $1,385,424.66, paid in equal installments according to the Company's normal payroll practices over 12 months, (ii) payment of the amount to which he would have been entitled for 2022 under the Company's legacy 2020 cash-based long-term incentive plan (which is currently expected to be $293,020) at the time that payments are made thereunder to other eligible employees, (iii) COBRA continuation premium payments at the active employee rate for 12 months after the Termination Date and (iv) continued vesting of 23,334 restricted stock units granted to him on September 21, 2020, of which 11,667 will vest on December 15, 2022 and the remaining 11,667 will vest on March 2, 2023.

The receipt of Mr. Ragen's severance benefits is contingent on his agreeing to abide by the covenants contained in the restrictive covenant agreements between him and Company for a period of 18 months following the Termination Date. The Compensation Committee of the Board of Directors of the Company (the "Board") approved the terms of the Separation Agreement on June 15, 2022.

The foregoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text thereof, which will be filed as an exhibit to the Company's quarterly report on Form 10-Q for the quarter ending June 30, 2022.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On June 13, 2022, the Company held its 2022 Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, proxies representing 175,073,373 shares ("Shares") of the Company's common stock, par value $0.001 per share, or approximately 98.54% of the Shares entitled to vote, were present by proxy and voted on the following three proposals, each of which is described in more detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 27, 2022 (the "Proxy Statement"). The Company's inspector of elections certified the vote tabulations indicated below.

Proposal 1 - Election of Directors

The individuals listed below were elected at the Annual Meeting to serve on the Board until the Company's 2023 Annual Meeting of Stockholders or until their successors are duly elected and qualified.



      Nominee           For      Withheld  Broker Non-Votes    Total

LeighAnne G. Baker 166,560,094 7,100,705 1,412,574 175,073,373 Duncan J. Hawkesby 159,506,807 14,153,992 1,412,574 175,073,373

Allen P. Hugli 155,107,144 18,553,655 1,412,574 175,073,373

Michael J. King 161,042,298 12,618,501 1,412,574 175,073,373

Rolf Stangl 166,455,559 7,205,240 1,412,574 175,073,373 Felicia D. Thornton 166,637,302 7,023,497 1,412,574 175,073,373

Proposal 2 - Ratification of the Appointment of PricewaterhouseCoopers LLP

Proposal 2 was a proposal to ratify the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the year ending December 31, 2022, as described in the Proxy Statement. This proposal was approved.



    For     Against Abstain    Total
174,997,379 74,426   1,568  175,073,373

Proposal 3 - Say on Pay Vote

Proposal 3 was an advisory vote to approve the Company's named executive officer compensation for 2021, as described in the Proxy Statement. This proposal was approved.

For Against Abstain Broker Non-Vote Total 169,598,510 4,052,691 9,598 1,412,574 175,073,373

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