Current Report Filing (8-k)
February 18 2020 - 8:45AM
Edgar (US Regulatory)
false12-31SEALED AIR CORP/DE001-12139000101210000010121002020-02-122020-02-12
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
Date of Report (Date of earliest event reported): February 12, 2020
SEALED AIR CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Registrant’s telephone number, including area code: 980-221-3235
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:
Securities registered pursuant to Section 12(b) of the Act:
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the
Exchange Act (17 CFR 240.12b-2).
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. ☐
On February 13, 2020, Patrick Duff, who has served as a director of Sealed Air Corporation (the “Company”) since 2010, informed the Company’s Board of
Directors (the “Board”) of his decision not to stand for reelection at the Company’s 2020 Annual Meeting of Stockholders (the “2020 Annual Meeting”). Mr. Duff will remain a director and maintain his committee membership through the 2020 Annual
Meeting. Mr. Duff’s decision not to stand for reelection was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
On February 12, 2020, the Board approved amendments to the Company’s Amended and Restated Bylaws (as amended, the
“Bylaws”), which became effective immediately. Among other things, the amendments include changes to the advance notice provisions to require (i) additional information and updates from stockholders who wish to nominate any person for election to
the Board (including information about the securities and derivative positions held by the stockholder and the relationships between the stockholder and the nominee), and (ii) that a nominee for director submitted by a stockholder provide certain
information, representations and agreements to the Company in order to be eligible for election.
The foregoing description of the amendments to the Bylaws does not purport to be complete and is qualified in its
entirety by reference to the full text of the Bylaws, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
(d) Exhibits.
Exhibit
104
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Cover Page Interactive Data File (formatted as Inline XBRL and embedded within the document).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly
authorized.
Dated: February 18, 2020
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