Packaging Corp of America Files Definitive Proxy Statement

Ticker: PKG · Form: DEF 14A · Filed: Mar 28, 2024 · CIK: 75677

Packaging Corp Of America DEF 14A Filing Summary
FieldDetail
CompanyPackaging Corp Of America (PKG)
Form TypeDEF 14A
Filed DateMar 28, 2024
Risk Levellow
Pages16
Reading Time19 min
Key Dollar Amounts$11,500
Sentimentneutral

Sentiment: neutral

Topics: DEF 14A, Proxy Statement, Executive Compensation, Packaging Corp of America, PKG

TL;DR

<b>Packaging Corp of America filed its DEF 14A proxy statement on March 28, 2024, detailing executive compensation and equity awards for recent fiscal years.</b>

AI Summary

PACKAGING CORP OF AMERICA (PKG) filed a Proxy Statement (DEF 14A) with the SEC on March 28, 2024. Packaging Corp of America (PKG) filed a Definitive Proxy Statement (DEF 14A) on March 28, 2024. The filing covers the period ending May 8, 2024. The company's fiscal year ends on December 31. PKG is in the Paperboard Containers & Boxes industry (SIC 2650). The filing includes data related to executive compensation and equity awards for 2020, 2021, and 2022.

Why It Matters

For investors and stakeholders tracking PACKAGING CORP OF AMERICA, this filing contains several important signals. This DEF 14A filing provides shareholders with crucial information regarding executive compensation, equity awards, and other governance matters ahead of the annual meeting. Understanding these details is important for shareholders to make informed voting decisions on proposals related to executive pay and board nominations.

Risk Assessment

Risk Level: low — PACKAGING CORP OF AMERICA shows low risk based on this filing. The filing is a routine DEF 14A, which is standard for public companies and does not indicate any unusual financial or operational events.

Analyst Insight

Review the executive compensation details and any shareholder proposals within the DEF 14A to understand potential impacts on corporate governance and shareholder value.

Key Numbers

  • 2024-03-28 — Filing Date (DEF 14A filing date)
  • 2024-05-08 — Period of Report (DEF 14A period of report)
  • 1231 — Fiscal Year End (Company's fiscal year end)
  • 2650 — SIC Code (Paperboard Containers & Boxes industry)

Key Players & Entities

  • PACKAGING CORP OF AMERICA (company) — COMPANY CONFORMED NAME
  • PKG (company) — ticker symbol
  • DEF 14A (filing) — FORM TYPE
  • 2024-03-28 (date) — FILED AS OF DATE
  • 2024-05-08 (date) — CONFORMED PERIOD OF REPORT
  • 0000075677 (company) — CENTRAL INDEX KEY
  • 2650 (industry) — STANDARD INDUSTRIAL CLASSIFICATION
  • 1955 W FIELD CT (address) — BUSINESS ADDRESS STREET 1

FAQ

When did PACKAGING CORP OF AMERICA file this DEF 14A?

PACKAGING CORP OF AMERICA filed this Proxy Statement (DEF 14A) with the SEC on March 28, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by PACKAGING CORP OF AMERICA (PKG).

Where can I read the original DEF 14A filing from PACKAGING CORP OF AMERICA?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by PACKAGING CORP OF AMERICA.

What are the key takeaways from PACKAGING CORP OF AMERICA's DEF 14A?

PACKAGING CORP OF AMERICA filed this DEF 14A on March 28, 2024. Key takeaways: Packaging Corp of America (PKG) filed a Definitive Proxy Statement (DEF 14A) on March 28, 2024.. The filing covers the period ending May 8, 2024.. The company's fiscal year ends on December 31..

Is PACKAGING CORP OF AMERICA a risky investment based on this filing?

Based on this DEF 14A, PACKAGING CORP OF AMERICA presents a relatively low-risk profile. The filing is a routine DEF 14A, which is standard for public companies and does not indicate any unusual financial or operational events.

What should investors do after reading PACKAGING CORP OF AMERICA's DEF 14A?

Review the executive compensation details and any shareholder proposals within the DEF 14A to understand potential impacts on corporate governance and shareholder value. The overall sentiment from this filing is neutral.

How does PACKAGING CORP OF AMERICA compare to its industry peers?

Packaging Corp of America operates in the Paperboard Containers & Boxes industry, a sector focused on the manufacturing and supply of packaging solutions.

Are there regulatory concerns for PACKAGING CORP OF AMERICA?

As a publicly traded company, Packaging Corp of America is subject to SEC regulations governing proxy solicitations and corporate disclosures, including the filing of DEF 14A statements.

Industry Context

Packaging Corp of America operates in the Paperboard Containers & Boxes industry, a sector focused on the manufacturing and supply of packaging solutions.

Regulatory Implications

As a publicly traded company, Packaging Corp of America is subject to SEC regulations governing proxy solicitations and corporate disclosures, including the filing of DEF 14A statements.

What Investors Should Do

  1. Review the executive compensation tables for details on salaries, bonuses, and equity awards for named executive officers.
  2. Examine any shareholder proposals or director nominations presented in the proxy statement.
  3. Note the dates for the annual meeting and the record date for determining shareholders entitled to vote.

Year-Over-Year Comparison

This filing is a DEF 14A, which is a routine disclosure for public companies and does not represent a change from previous filings in terms of the type of document.

Filing Stats: 4,861 words · 19 min read · ~16 pages · Grade level 10.8 · Accepted 2024-03-28 07:21:14

Key Financial Figures

  • $11,500 — itation of proxy materials for a fee of $11,500 plus expenses. In addition to mailing t

Filing Documents

From the Filing

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the registrant Filed by a party other than the registrant Check the appropriate box: Preliminary proxy statement Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) Definitive proxy statement Definitive additional materials Soliciting material pursuant to section 240.14a-12 Packaging Corporation of America (Name of Registrant as Specified in Its Charter) Registrant (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of filing fee (Check the appropriate box): No fee required. Fee paid previously with preliminary materials: Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 Table of Contents PACKAGING CORPORATION OF AMERICA March 28, 2024 Dear PCA Stockholder: You are cordially invited to attend the 2024 Annual Meeting of Stockholders to be held at our corporate office, located at 1 N. Field Court, Lake Forest, Illinois, on Wednesday, May 8, 2024 at 8:30 a.m., central time. Following this page is the formal notice of the meeting and our Proxy Statement. Also enclosed is our 2023 Annual Report to Stockholders. It is important that your shares are represented at the meeting. You may vote over the Internet or by mailing a proxy or voting instruction card. Whether or not you expect to attend the meeting, please vote your shares by following the voting instructions on your notice of availability of proxy materials or your proxy or voting instruction card. Sincerely, Mark W. Kowlzan Chairman and Chief Executive Officer Table of Contents PACKAGING CORPORATION OF AMERICA 1 N. Field Court Lake Forest, Illinois 60045 (847) 482-3000 NOTICE OF THE 2024 ANNUAL MEETING OF STOCKHOLDERS MAY 8, 2024 The Annual Meeting of Stockholders of Packaging Corporation of America will be held at our corporate office located at 1 N. Field Court, Lake Forest, Illinois, on May 8, 2024, beginning at 8:30 a.m., central time. The purpose of the meeting is to: elect the eleven nominees for director named in the proxy statement for a one-year term to expire at the 2025 Annual Meeting of Stockholders; ratify the appointment of KPMG LLP as the independent registered public accounting firm to serve as our auditor; approve our Second Amended and Restated 1999 Long-Term Equity Incentive Plan; vote on a non-binding proposal to approve our executive compensation; vote on a shareholder proposal, if properly presented at the meeting; and consider any other matters that properly come before the meeting and any postponement or adjournment thereof. Only stockholders of record at the close of business on March 15, 2024 are entitled to receive notice of and to vote at the meeting or any postponement or adjournment thereof. Your vote is important. Whether you plan to attend the meeting or not, you are urged to vote your shares by following the voting instructions on your notice of availability of proxy materials or your proxy or voting instruction card. If you do attend the meeting, you may revoke your proxy and vote in person. By Order of the Board of Directors, Kent A. Pflederer Corporate Secretary March 28, 2024 Table of Contents TABLE OF CONTENTS ABOUT THE MEETING 1 ELECTION OF DIRECTORS (ITEM NO. 1 ON PROXY CARD) 5 RATIFICATION OF APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (ITEM NO. 2 ON PROXY CARD) 16 APPROVAL OF THE SECOND AMENDED AND RESTATED 1999 LONG-TERM INCENTIVE PLAN (ITEM NO. 3 ON THE PROXY CARD) 18 PROPOSAL ON EXECUTIVE COMPENSATION (ITEM NO. 4 ON PROXY CARD) 27 COMPENSATION DISCUSSION AND ANALYSIS 28 COMPENSATION COMMITTEE REPORT 39 EXECUTIVE OFFICER COMPENSATION 40 PAY FOR PERFORMANCE 49 DIRECTOR COMPENSATION 53 CHIEF EXECUTIVE OFFICER PAY RATIO 55 SHAREHOLDER PROPOSAL REGARDING DIRECTOR RESIGNATIONS (ITEM NO. 5 ON PROXY CARD) 56 59 TRANSACTIONS WITH RELATED PERSONS 61 DELINQUENT SECTION 16(a) REPORTS 62 OTHER INFORMATION 62 Table of Contents PACKAGING CORPORATION OF AMERICA 1 N. Field Court Lake Forest, Illinois 60045 (847) 482-3000 PROXY STATEMENT This proxy statement contains information related to our 2024 Annual Meeting of Stockholders to be held on May 8, 2024 at 8:30 a.m., central time, at our corporate office located at 1 N. Field Court, Lake Forest, Illinois, or at such other time and place to which the annual meeting may be adjourned or postponed. The enclosed proxy is solicited by our board of directors. The proxy materials relating to the annual meeting are first being mailed on or about March 28, 2024 to stockholders entitled to vote at the meeting.

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