Reynolds Consumer Products Inc. Files Definitive Proxy Statement

Ticker: REYN · Form: DEF 14A · Filed: Mar 12, 2024 · CIK: 1786431

Reynolds Consumer Products Inc. DEF 14A Filing Summary
FieldDetail
CompanyReynolds Consumer Products Inc. (REYN)
Form TypeDEF 14A
Filed DateMar 12, 2024
Risk Levellow
Pages15
Reading Time18 min
Sentimentneutral

Sentiment: neutral

Topics: DEF 14A, Proxy Statement, Reynolds Consumer Products, SEC Filing, Corporate Governance

TL;DR

<b>Reynolds Consumer Products Inc. has filed its Definitive Proxy Statement for the fiscal year ending December 31, 2023.</b>

AI Summary

Reynolds Consumer Products Inc. (REYN) filed a Proxy Statement (DEF 14A) with the SEC on March 12, 2024. Reynolds Consumer Products Inc. filed a Definitive Proxy Statement (DEF 14A) on March 12, 2024. The filing covers the fiscal year ending December 31, 2023. The company's principal executive offices are located at 1900 W. Field Court, Lake Forest, IL 60045. The filing fee was not required, as indicated by the 'No fee required' checkbox. The SIC code for Reynolds Consumer Products Inc. is 2673 (Plastics, Foil & Coated Paper Bags).

Why It Matters

For investors and stakeholders tracking Reynolds Consumer Products Inc., this filing contains several important signals. This DEF 14A filing is a standard disclosure required for publicly traded companies, providing shareholders with information regarding the company's governance, executive compensation, and matters to be voted on at shareholder meetings. The filing's confirmation of 'No fee required' suggests it is a routine filing or that any applicable fees were handled previously, simplifying the administrative aspect of the disclosure.

Risk Assessment

Risk Level: low — Reynolds Consumer Products Inc. shows low risk based on this filing. The filing is a routine DEF 14A, which typically contains standard disclosures and does not present new material risks.

Analyst Insight

Review the proxy statement for details on executive compensation, board proposals, and any shareholder voting matters to understand potential impacts on corporate governance and shareholder value.

Key Numbers

Key Players & Entities

FAQ

When did Reynolds Consumer Products Inc. file this DEF 14A?

Reynolds Consumer Products Inc. filed this Proxy Statement (DEF 14A) with the SEC on March 12, 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 Reynolds Consumer Products Inc. (REYN).

Where can I read the original DEF 14A filing from Reynolds Consumer Products Inc.?

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 Reynolds Consumer Products Inc..

What are the key takeaways from Reynolds Consumer Products Inc.'s DEF 14A?

Reynolds Consumer Products Inc. filed this DEF 14A on March 12, 2024. Key takeaways: Reynolds Consumer Products Inc. filed a Definitive Proxy Statement (DEF 14A) on March 12, 2024.. The filing covers the fiscal year ending December 31, 2023.. The company's principal executive offices are located at 1900 W. Field Court, Lake Forest, IL 60045..

Is Reynolds Consumer Products Inc. a risky investment based on this filing?

Based on this DEF 14A, Reynolds Consumer Products Inc. presents a relatively low-risk profile. The filing is a routine DEF 14A, which typically contains standard disclosures and does not present new material risks.

What should investors do after reading Reynolds Consumer Products Inc.'s DEF 14A?

Review the proxy statement for details on executive compensation, board proposals, and any shareholder voting matters to understand potential impacts on corporate governance and shareholder value. The overall sentiment from this filing is neutral.

How does Reynolds Consumer Products Inc. compare to its industry peers?

Reynolds Consumer Products Inc. operates in the plastics, foil, and coated paper bags industry, manufacturing and distributing consumer products.

Are there regulatory concerns for Reynolds Consumer Products Inc.?

The filing is made under the Securities Exchange Act of 1934, specifically Section 14(a), which governs the solicitation of proxies.

Industry Context

Reynolds Consumer Products Inc. operates in the plastics, foil, and coated paper bags industry, manufacturing and distributing consumer products.

Regulatory Implications

The filing is made under the Securities Exchange Act of 1934, specifically Section 14(a), which governs the solicitation of proxies.

What Investors Should Do

  1. Review the full DEF 14A filing for detailed information on executive compensation packages.
  2. Examine any proposals presented to shareholders for voting, such as director elections or advisory resolutions.
  3. Note the company's fiscal year end and filing date for tracking purposes.

Year-Over-Year Comparison

This is a DEF 14A filing for the fiscal year 2023, indicating a routine annual disclosure.

Filing Stats: 4,533 words · 18 min read · ~15 pages · Grade level 13.7 · Accepted 2024-03-12 16:01:20

Filing Documents

Executive Compensation Best Practices

Executive Compensation Best Practices 4 PROPOSAL 1: ELECTION OF DIRECTORS 5 CORPORATE GOVERNANCE 11 Director Independence 11 Board Leadership Structure 11 Stockholder Communications 11 Procedures for Selecting and Nominating Director Candidates 12 Board Meetings and Committees 13 Audit Committee 13 Compensation, Nominating and Corporate Governance Committee 14 Risk Oversight 15 Board Evaluations 15 Environmental, Social & Governance Matters 15 DIRECTOR COMPENSATION 16 Stock Ownership Guidelines 17 2023 Director Compensation Table 17 PROPOSAL 2: APPROVAL OF AN AMENDMENT TO OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO ALLOW FOR EXCULPATION OF OFFICERS AS PERMITTED BY DELAWARE LAW 18 PROPOSAL 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 20 Auditor Fees 20 Pre-Approval Policy 21 Audit Committee Report 21 PROPOSAL 4: ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS 22

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 23 Compensation Discussion and Analysis 26 Compensation, Nominating and Corporate Governance Committee Report 39 Summary Compensation Table 40 2023 Grants of Plan-Based Awards 43 Outstanding Equity Awards at 202 3 Fiscal Year-End 44 Option Exercises and Stock Vested 45 2023 Pension Benefits 45 2023 Nonqualified Deferred Compensation 46 Potential Payments Upon Termination or Change in Control 47 CEO Pay Ratio 53 Pay Versus Performance 54 Equity Compensation Plan Information 58

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 59 CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS 61 QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING 63 Availability of Form 10-K 68 Incorporation by Reference 68 APPENDIX A - RECONCILIATION OF NON-GAAP FINANCIAL MEASURES 69 Table of Contents Cautionary Note Regarding Forward-Looking Statements The statements included in this Proxy Statement regarding future performance and results, expectations, plans, strategies, priorities, commitments and other statements that are not historical facts are forward-looking statements within the meaning of the federal securities laws. Forward-looking statements are based upon current beliefs, expectations and assumptions and are subject to significant risks, uncertainties and changes in circumstances that could cause actual results to differ materially from the forward-looking statements. A detailed discussion of risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is included in the section titled "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2023. Readers of this Proxy Statement are cautioned not to place undue reliance on these forward-looking statements, since there can be no assurance that these forward-looking statements will prove to be accurate. We expressly disclaim any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Table of Contents PROXY STATEMENT SUMMARY Our Board of Directors (the "Board of Directors" or "Board") has made this Proxy Statement and related materials available to you on the internet, or at your request has delivered printed versions to you by mail, in connection with the Board of Directors' solicitation of proxies for our 2024 Annual Meeting of Stockholders (the "Annual Meeting"), to be held on Wednesday, April 24, 2024, at

: Gender Identity

Part I: Gender Identity Directors 4 4

: Demographic Background

Part II: Demographic Background Hispanic or Latinx 1 0 White 3 4 2 Table of Contents CORPORATE GOVERNANCE HIGHLIGHTS Independent Chairman of the Board Diverse Board with effective mix of skills, experiences and perspectives 4 of 8 Board members are female; 1 Board member is racially diverse Independent directors hold executive sessions without management present Single class voting structure (one share, one vote) Code of business conduct applicable to all employees, officers and directors Extensive Board and Audit Committee oversight of cybersecurity and other risk management matters Board oversight of environmental, social and governance matters Board oversight of health and safety matters Extensive management engagement with potential and existing shareholders 3 Table of Contents

EXECUTIVE COMPENSATION BEST PRACTICES

EXECUTIVE COMPENSATION BEST PRACTICES We annually evaluate all elements of executive officers' pay to ensure alignment with performance objectives, market best practices and stockholder interests. The following summarizes our compensation practices. What We Do Pay for performance by providing the majority of senior executive compensation in the form of variable cash incentives and equity awards tied to meeting performance goals Establish challenging performance goals in incentive plans Require non-competition agreement for equity award eligibility Provide limited executive perquisites Discourage excessive risk-taking and encourage long-term decision-making with our compensation programs, in alignment with the interests of our shareholders Review executive compensation levels and practices relative to our peer group and relevant survey data Use an outside independent compensation consultant engaged directly by the CNG Committee to advise on executive compensation matters Maintain stock ownership guidelines for executive officers and directors What We Don't Do X Provide automatic salary increases for our executives in their employment agreements X Maintain supplemental executive retirement plans for our executives X Pay dividends on unearned performance-based equity awards X Provide excise tax gross-ups X Allow hedging or pledging of company securities X Reprice or exchange underwater stock options without shareholder approval 4 Table of Contents PROPOSAL 1: ELECTION OF DIRECTORS Our Board of Directors is presently comprised of eight directors, divided into three classes serving staggered three-year terms. The term of the Class I directors expires at our 2024 Annual Meeting of Stockholders, the term of the Class II directors expires at our 2025 Annual Meeting of Stockholders, and the term of the Class III directors expires at our 2026 Annual Meeting of Stockholders

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