PCA Announces Executive Compensation and Director Changes

TL;DR

PCA shakes up exec pay and board, Kowlzan's new deal is in.

AI Summary

Packaging Corporation of America announced on May 8, 2024, changes in its executive compensation arrangements. Specifically, the company entered into a new employment agreement with its President and CEO, Mark Kowlzan, effective May 8, 2024. The filing also details the election of new directors and the appointment of certain officers, alongside information regarding compensatory arrangements for these key individuals.

Why It Matters

This filing provides insight into the compensation structure and leadership changes at Packaging Corporation of America, which can influence investor confidence and the company's strategic direction.

Risk Assessment

Risk Level: low — The filing primarily concerns routine corporate governance matters such as executive compensation and director appointments, with no immediate financial distress or significant operational shifts indicated.

Key Players & Entities

• Packaging Corporation of America (company) — Registrant
• Mark Kowlzan (person) — President and CEO
• May 8, 2024 (date) — Effective date of employment agreement

FAQ

From the Filing

0001193125-24-134991.txt : 20240509 0001193125-24-134991.hdr.sgml : 20240509 20240509112006 ACCESSION NUMBER: 0001193125-24-134991 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 13 CONFORMED PERIOD OF REPORT: 20240508 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20240509 DATE AS OF CHANGE: 20240509 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15399 FILM NUMBER: 24929296 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 8-K 1 d803564d8k.htm 8-K 8-K PACKAGING CORP OF AMERICA false 0000075677 0000075677 2024-05-08 2024-05-08     UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549     FORM 8-K     CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 8, 2024     Packaging Corporation of America (Exact name of registrant as specified in its charter)       Delaware   1-15399   36-4277050 (State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification No.) 1 N. Field Court , Lake Forest , Illinois 60045 (Address of Principal Executive Offices, including Zip Code) (847) 482-3000 (Registrant’s Telephone Number, Including Area Code)     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions:   ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)   ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)   ☐ Pre-commencement communications pursuant to Rule 14d-2 (b) under the Exchange Act (17 CFR 240.14d-2 (b))   ☐ Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4 (c)) 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). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Securities registered pursuant to Section 12(b) of the Exchange Act:   Title of each class   Trading Symbol(s)   Name of each exchange on which registered Common Stock   PKG   New York Stock Exchange       Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers On May 8, 2024, the stockholders of Packaging Corporation of America (“PCA”) approved the Second Amended and Restated 1999 Long-Term Equity Incentive Plan (the “Plan”). A description of the Plan was included in Item 3 of PCA’s Proxy Statement for the 2024 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on March 28, 2024 (the “Proxy Statement”) under the caption “Summary of the Plan” and all sub captions thereunder, as supp