UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
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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).
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| Item 5.07. | Submission of Matters to a Vote of Security Holders |
On May 7, 2025, Packaging Corporation of America (“PCA”) held its 2025 Annual Meeting of Stockholders, at which the following proposals were voted upon and approved by PCA’s stockholders:
| (a) | Election of Directors. Voting results are summarized as follows: |
| Nominee | Votes For | Votes Against | Abstentions | Broker Non-Vote |
||||||||||||
| Cheryl K. Beebe |
69,338,428 | 5,275,498 | 174,806 | 6,800,696 | ||||||||||||
| Duane C. Farrington |
74,563,600 | 174,570 | 100,562 | 6,800,696 | ||||||||||||
| Karen E. Gowland |
73,460,518 | 1,226,083 | 152,131 | 6,800,696 | ||||||||||||
| Donna A. Harman |
74,568,593 | 174,532 | 95,607 | 6,800,696 | ||||||||||||
| Mark W. Kowlzan |
70,120,526 | 4,615,493 | 102,713 | 6,800,696 | ||||||||||||
| Robert C. Lyons |
72,035,745 | 2,702,555 | 100,432 | 6,800,696 | ||||||||||||
| Samuel M. Mencoff |
67,098,598 | 5,707,833 | 2,032,301 | 6,800,696 | ||||||||||||
| Roger B. Porter |
64,959,709 | 7,842,625 | 2,036,398 | 6,800,696 | ||||||||||||
| Thomas S. Souleles |
71,181,010 | 3,552,040 | 105,682 | 6,800,696 | ||||||||||||
| Paul T. Stecko |
72,000,522 | 2,736,586 | 101,624 | 6,800,696 | ||||||||||||
(b) Ratification of Independent Registered Public Accounting Firm. The audit committee’s appointment of KPMG LLP as PCA’s independent registered public accounting firm was ratified by the following vote: 80,335,918 votes for, 1,214,521 votes against, and 88,989 abstentions.
(c) Approval of PCA’s Executive Compensation: 69,405,053 votes for, 4,174,407 votes against, 1,259,272 abstentions and 6,800,696 broker non-votes.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PACKAGING CORPORATION OF AMERICA | ||
| By: | /s/ Kent A. Pflederer | |
| Executive Vice President and Chief Financial Officer | ||
Date: May 12, 2025