UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

 Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

May 22, 2025 

(Date of Report, Date of earliest event reported)

RANPAK HOLDINGS CORP.

(Exact name of registrant as specified in its charter)

____________________________

7990 Auburn Road

Concord Township, Ohio 44077

(Address of principal executive offices) (Zip Code)

(440) 354-4445

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report) 

____________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

On May 22, 2025, Ranpak Holdings Corp. (the “Company”) held its annual meeting of stockholders.

Proposal 1 - Election of Directors

The Class III Directors proposed by management were elected with a tabulation of votes to the nearest share as shown below. The Directors also had broker non-votes totaling 5,695,191.

Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm

The earlier appointment by the Audit Committee of the Board of Directors of KPMG LLP as the Company’s independent registered public accounting firm for the 2025 fiscal year was approved by stockholders with 74,888,931 shares voted in favor, 1,015,140 shares voted against and 404,389 shares abstained.

Proposal 3 - Non-Binding Advisory Resolution to Approve the Compensation of Named Executive Officers

The compensation of the Named Executive Officers was approved, on an advisory basis, by stockholders, with 69,523,322 shares voted in favor, 1,037,185 shares voted against, 52,762 shares abstained, and broker non-votes totaling 5,695,191.

Proposal 4 - Approval of the issuance of certain shares of the Company’s Class A Common Stock upon the exercise of a warrant issued by the Company to Amazon.com NV Investment Holdings LLC

For the purpose of complying with NYSE Listing Rule 312.03(c), the issuance of certain shares of the Company’s Class A Common Stock upon the exercise of a warrant issued by the Company to Amazon.com NV Investment Holdings LLC was approved by stockholders, with 70,381,265 shares voted in favor, 225,262 shares voted against, 6,742 shares abstained, and broker non-votes totaling 5,695,191.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.