PCA Proxy Supplement Filed for May 8th Annual Meeting

TL;DR

PCA dropped proxy docs for May 8th meeting - vote your shares!

AI Summary

Packaging Corporation of America (PCA) filed a supplement to its proxy statement on April 3, 2024, regarding its annual meeting of stockholders scheduled for May 8, 2024. This filing provides additional materials for the meeting, which will cover important corporate governance matters and shareholder voting decisions.

Why It Matters

This filing informs shareholders about the upcoming annual meeting and provides them with the necessary information to participate in corporate decision-making, including voting on key proposals.

Risk Assessment

Risk Level: low — This is a routine regulatory filing (DEFA14A) providing supplemental information for an upcoming shareholder meeting, not indicating any immediate financial or operational risks.

Key Players & Entities

• Packaging Corporation of America (company) — Registrant
• 0001193125-24-085879 (filing_id) — Accession Number
• April 3, 2024 (date) — Filing Date
• May 8, 2024 (date) — Annual Meeting Date

FAQ

From the Filing

0001193125-24-085879.txt : 20240403 0001193125-24-085879.hdr.sgml : 20240403 20240403141357 ACCESSION NUMBER: 0001193125-24-085879 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20240403 DATE AS OF CHANGE: 20240403 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PACKAGING CORP OF AMERICA CENTRAL INDEX KEY: 0000075677 STANDARD INDUSTRIAL CLASSIFICATION: PAPERBOARD CONTAINERS & BOXES [2650] ORGANIZATION NAME: 04 Manufacturing IRS NUMBER: 364277050 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-15399 FILM NUMBER: 24818060 BUSINESS ADDRESS: STREET 1: 1955 W FIELD CT CITY: LAKE FOREST STATE: IL ZIP: 60045 BUSINESS PHONE: 8474823000 MAIL ADDRESS: STREET 1: 1955 W FIELD CT CITY: LAKE FOREST STATE: IL ZIP: 60045 DEFA14A 1 d820786ddefa14a.htm DEFA14A DEFA14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) 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 under §240.14a-12 Packaging Corporation of America (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): ☒ 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. SUPPLEMENT TO PROXY STATEMENT DATED APRIL 3, 2024 FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 8, 2024 This Supplement to Proxy Statement (this “Supplement”), dated April 3, 2024, is provided to the stockholders of Packaging Corporation of America (the “Company”) in connection with the solicitation of proxies for use at the Company’s 2024 Annual Meeting of Stockholders to be held on Wednesday, 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 any adjournments or postponements thereof (the “Annual Meeting”). This Supplement supplements the definitive Proxy Statement dated March 28, 2024 (the “2024 Proxy Statement”). This Supplement is being provided to add background information regarding Item No. 3, Approval of Second Amended and Restated 1999 Long-Term Equity Incentive Plan (the “Amended Equity Plan”). Capitalized terms used in this Supplement and not otherwise defined herein have the meanings given to them in the 2024 Proxy Statement. This Supplement does not provide all of the information that is important to your decisions in voting at the Annual Meeting. This Supplement should be read in conjunction with the 2024 Proxy Statement. Supplemental Disclosure Concerning Item No. 3 As set forth in the 2024 Proxy Statement, Item No. 3 seeks stockholder approval of the Amended Equity Plan primarily to (i) increase the number of shares of our Common Stock authorized for issuance under the plan by an additional 2,390,000 shares (subject to adjustment for changes in capitalization) and (ii) extend the term of the plan to the tenth anniversary of the date of approval of the Amended Equity Plan by the stockholders of the Company. In addition, the Amended Equity Plan removes certain provisions of the plan that were included to comply with the exception for “performance-based compensation” under Section 162(m) of the Internal Revenue Code, or the Code, which was repealed in December 2017 (“Section 162(m) Changes”). Included in the Section 162(m) Changes were the removal of annual limits on awards that an individual participant could receive. Under these limits, the maximum number of s