Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________

FORM 8-K

____________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

May 28, 2024 (May 23, 2024)

(Date of Report, Date of earliest event reported)

____________________________

RANPAK HOLDINGS CORP.

(Exact name of registrant as specified in its charter)

____________________________

Delaware	001-38348	98-1377160
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer
incorporation)		Identification No.)

7990 Auburn Road

Concord Township, Ohio 44077

(Address of principal executive offices) (Zip Code)

(440) 354-4445

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

____________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share	PACK	New York Stock Exchange

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. ☐

Item 5.07

Submission of Matters to a Vote of Security Holders.

On May 23, 2024, Ranpak Holdings Corp. (the “Company”) held its annual meeting of stockholders.

Proposal 1 – Election of Directors

The Class II Directors proposed by management were elected with a tabulation of votes to the nearest share as shown below. The Directors also had broker non-votes totaling 5,119,324.

Name	For	Withheld
Thomas F. Corley	59,955,701	11,217,653
Michael A. Jones	67,504,475	3,668,879
Robert C. King	61,921,296	9,252,058

Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm

The earlier appointment by the Audit Committee of the Board of Directors of KPMG LLP as the Company’s independent registered public accounting firm for the 2024 fiscal year was approved by stockholders with 75,936,653 shares voted in favor, 352,813 shares voted against and 3,212 shares abstained.

Proposal 3 – Non-Binding Advisory Resolution to Approve the Compensation of Named Executive Officers

The compensation of the Named Executive Officers was approved, on an advisory basis, by stockholders, with 59,477,009 shares voted in favor, 11,690,907 shares voted against, 5,438 shares abstained, and broker non-votes totaling 5,119,324.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		RANPAK HOLDINGS CORP.


Date:	May 28, 2024	By:	/s/ William Drew
			William Drew
			Senior Vice President and Chief Financial Officer

Cover	May 23, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 23, 2024
Entity File Number	001-38348
Entity Registrant Name	RANPAK HOLDINGS CORP.
Entity Central Index Key	0001712463
Entity Tax Identification Number	98-1377160
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	7990 Auburn Road
Entity Address, City or Town	Concord Township
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	44077
City Area Code	440
Local Phone Number	354-4445
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	PACK
Security Exchange Name	NYSE
Entity Emerging Growth Company	false