Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers. OnMay 18, 2021 , the stockholders ofSealed 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 theSecurities and Exchange Commission onApril 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 onMay 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
For Against Abstain Broker Non-Votes Ratification of Appointment of 138,956,246 1,214,980 610,876 -
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 effectiveMay 18 , 10.1 2021). Cover Page Interactive Data File (formatted as Inline XBRL and embedded 104 within document)
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