Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On September 22, 2020, the Board of Directors (the "Board") of Reynolds Consumer
Products Inc. (the "Company"), acting upon the recommendation of the
Compensation, Nominating and Corporate Governance Committee (the "CNG
Committee") of the Board, elected Ann E. Ziegler to the Board, effective on that
date. Ms. Ziegler will serve as a Class II director for a term expiring at the
Company's 2022 annual meeting of stockholders and until her successor is elected
and qualified. In connection with Ms. Ziegler's election, the Board increased
the size of the Board from 6 to 7 members. In addition, the Board, upon the
recommendation of the CGN Committee, appointed Ms. Ziegler to the Audit
Committee of the Board.
Ms. Ziegler served as Senior Vice President and Chief Financial Officer of CDW
Corporation, a technology solutions provider, from 2008 to 2017. From 2005 to
2008, Ms. Ziegler served as Chief Financial Officer and Senior Vice President,
Administration of Sara Lee Food & Beverage, a division of Sara Lee Corporation,
a global consumer goods company. From 2003 to 2005, Ms. Ziegler served as Chief
Financial Officer and Senior Vice President, Administration of Sara Lee Bakery
Group. From 1993 to 2003, Ms. Ziegler served in various corporate development
and legal positions at Sara Lee. Prior to joining Sara Lee, Ms. Ziegler was a
corporate attorney at the law firm of Skadden, Arps, Slate, Meagher & Flom.
As a non-employee director, Ms. Ziegler will participate in the Company's
non-employee director compensation arrangements described in Part III of the
Company's Form 10-K for the fiscal year ended December 31, 2019, filed with the
Securities and Exchange Commission on March 10, 2020. Ms. Ziegler's compensation
with respect to her appointment to the Board and for serving on the Board for
the remainder of 2020 will consist of: (i) a grant of 1,362 restricted stock
units ("RSUs") under the Company's Equity Incentive Plan on September 22, 2020,
which RSUs will vest in full on September 22, 2021, (ii) a $100,000 cash
retainer (prorated for four months) for serving on the Board, and (iii) a
$10,000 retainer (prorated for four months) for serving on the Audit Committee.
There are no arrangements or understandings between Ms. Ziegler and any other
persons pursuant to which Ms. Ziegler was selected as a director, nor is Ms.
Ziegler a party to any related party transactions required to be reported
pursuant to Item 404(a) of Regulation S-K.
A copy of the press release announcing Ms. Ziegler's election to the Board is
furnished with this Current Report on Form 8-K as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
99.1 Press Release issued by Reynolds Consumer Products Inc. on September
23, 2020
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