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


               of Certain Officers; Compensatory Arrangements of Certain Officers.



On May 18, 2021, the stockholders of Sealed Air Corporation (the "Company")
approved an amendment and restatement of the 2014 Omnibus Incentive Plan (as
amended and restated, the "Omnibus Plan"). A description of the terms and
conditions of the Omnibus Plan is set forth in the Company's Proxy Statement for
the 2021 Annual Meeting of Stockholders (the "Annual Meeting") of the Company,
as filed with the Securities and Exchange Commission on April 6, 2021, under the
heading "Proposal 2. Amendment and Restatement of 2014 Omnibus Incentive Plan,"
which description is incorporated herein by reference. This summary is qualified
in its entirety by the full text of the Omnibus Plan, a copy of which is filed
as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by
reference into this Item 5.02.


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




The Company held the Annual Meeting on May 18, 2021. The holders of a total of
140,782,102 shares of our common stock were present in person or by proxy at the
Annual Meeting, representing approximately 91.9% 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     Broker Non-Votes
Zubaid Ahmad           132,522,735    1,464,494   1,318,195       5,476,678
Françoise Colpron      132,617,341    2,328,552    359,531        5,476,678
Edward L. Doheny II    133,990,438    1,002,078    312,908        5,476,678
Michael P. Doss        132,450,615    2,430,181    424,628        5,476,678
Henry R. Keizer        131,628,218    3,374,601    302,605        5,476,678
Harry A. Lawton III    131,907,409    2,731,015    667,000        5,476,678
Neil Lustig            127,904,922    6,979,043    421,459        5,476,678
Suzanne B. Rowland     132,455,800    2,577,057    272,567        5,476,678
Jerry R. Whitaker      131,382,368    3,643,122    279,934        5,476,678


2.The stockholders approved the amendment and restatement of the Omnibus Plan by the following vote:


                                          For                Against             Abstain             Broker Non-Votes
Amendment and Restatement of the      127,502,408           6,581,601           1,221,415               5,476,678
Omnibus Plan


3.The stockholders ratified the appointment of PricewaterhouseCoopers LLP as our independent auditor for the fiscal year ending December 31, 2021 by the following vote:


                                                  For                Against             Abstain             Broker Non-Votes
Ratification of Appointment of                138,956,246           1,214,980            610,876                    -

PricewaterhouseCoopers LLP

4.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             Broker Non-Votes
Approval of Executive                 73,376,613            59,754,658           2,174,153               5,476,678
Compensation

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits.
Exhibit Number                                              Description
                               2014 Omnibus Incentive Plan (as amended and restated effective May 18,
                  10.1       2021).
                             Cover Page Interactive Data File (formatted as Inline XBRL and embedded
                   104       within document)


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