PACKAGING CORP OF AMERICA 8-K

What Happened

• Packaging Corporation of America (PCA) filed an 8-K on May 13, 2026 reporting results of its May 12, 2026 Annual Meeting of Stockholders. Stockholders elected PCA’s board nominees, ratified the appointment of KPMG LLP as PCA’s independent registered public accounting firm, and approved the company’s executive compensation (say-on-pay).

Key Details

• Director elections: All nominees were elected. Examples of vote totals: Duane C. Farrington — 78,947,264 for / 561,789 against; Samuel M. Mencoff — 67,878,835 for / 8,681,658 against; Roger B. Porter — 64,678,389 for / 11,849,812 against. Broker non-votes totaled 3,975,507 for each director ballot.
• Auditor ratification: KPMG LLP was ratified by a vote of 82,796,126 for, 744,560 against, and 20,724 abstentions.
• Executive compensation (say-on-pay): Approved with 76,265,206 for, 2,299,022 against, 1,021,675 abstentions, and 3,975,507 broker non-votes.

Why It Matters

• Governance: Election of the board defines PCA’s governance and oversight going forward; the vote counts show varying levels of shareholder support for individual directors.
• Audit continuity: Ratifying KPMG secures continuity in PCA’s external audit relationship, important for financial reporting and investor confidence.
• Executive pay: Approval of executive compensation signals majority shareholder support for PCA’s pay programs, a governance factor investors watch for alignment between management and shareholders.