Ranpak Holdings Corp
For the period ended May 23, 2024. Filed Apr 11, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 23, 2024 · Filed Apr 11, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under §240.14a-12 |
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Ranpak Holdings Corp.
(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. |
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| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Dear Fellow Stockholders:
April 11, 2024
Last year, I shared with you that I believed we emerged from the challenges of 2022 better prepared to support and enhance the business moving forward. I am happy to report that we accomplished a lot in 2023 and finished the year strongly. We are reaching the end of our real estate and infrastructure investment cycle and are focused on optimizing our investments. Our progress with strategic PPS accounts and key wins for our Automation business are providing strong momentum for this year and beyond.
I want to cordially invite you to attend the 2024 Annual Meeting of Stockholders of Ranpak Holdings Corp. atwww.virtualshareholdermeeting.com/PACK2024 on May 23, 2024 at 10:00 a.m. Eastern time. The meeting will be held virtually, via live webcast.
I also want to share that we will soon release our 2023 Sustainability and Impact Report that highlights our continuing commitment to deliver a better world. We are excited for the opportunity to share our progress and demonstrate our leadership in the very important area of sustainability.
The matters expected to be acted upon at the Annual Meeting are described in the accompanying Notice of Annual Meeting of Stockholders and this Proxy Statement.
Your vote is important. Please cast your vote as soon as possible over the Internet, by telephone, or by completing and returning your proxy card in the postage-prepaid envelope so that your shares are represented. Your vote will mean that you are represented at the Annual Meeting regardless of whether or not you attend. Returning the proxy does not deprive you of your right to attend the virtual Annual Meeting and to vote your shares then. We will begin mailing the Notice of Internet Availability to our stockholders of record as of March 28, 2024 for the first time on or about April 11, 2024.
Sincerely,
Omar Asali
Chairman of the Board of Directors and
Chief Executive Officer
RANPAK HOLDINGS CORP. 7990 AUBURN ROAD CONCORD TOWNSHIP, OH 44077
Notice of Annual Meeting of Stockholders to be Held on May 23, 2024
To the Stockholders of Ranpak Holdings Corp.:
NOTICE IS HEREBY GIVEN
| | | Time and DateMay 23, 2024, at 10:00 a.m. (Eastern time) | | | | | Locationvirtual meeting conducted exclusively via live webcast at www.virtualshareholdermeeting.com/PACK2024 | | | | | Record DateThe foregoing items of business are more fully described in the Proxy Statement accompanying this Notice of Annual Meeting of Stockholders. Only stockholders who owned common stock of the Company at the close of business on March 28, 2024 (the “Record Date”) can vote at this meeting or any adjournments that take place. | |
| | 1. | | | to elect the three directors named in the Proxy Statement as Class II directors of Ranpak Holdings Corp., each to serve for three years and until his or her successor has been elected and qualified, or until his or her earlier death, resignation or removal; | |
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| | 2. | | | to ratify the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024; and | |
| | 3. | | | to approve a non-binding advisory resolution approving the compensation of the named executive officers. | |
| | The Company will also transact such other business as may properly come before the meeting, or any adjournment or postponement thereof. | |
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The Board of Directors recommends that you vote:
| | Proposal No. 1: | | | FOR the election of the three director nominees; | |
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| | Proposal No. 2: | | | FOR the ratification of the appointment of KPMG LLP, as the independent registered public accounting firm; and | |
| | Proposal No. 3: | | | FOR the approval of the non-binding advisory resolution to approve the compensation of our named executive officers. | |
2024 Virtual Annual Stockholder Meeting
The Board of Directors has determined to hold a virtual annual meeting in order to facilitate stockholder attendance and participation by enabling stockholders to participate from any location and at no cost. We believe this is the right choice for Ranpak currently, as it enables engagement with our stockholders, regardless of size, resources, or physical location. We are committed to ensuring that stockholders will be afforded the same rights and opportunities to participate as they would at an in-person meeting. You will be able to attend the meeting online, vote your shares electronically and submit questions during the meeting by visitingwww.virtualshareholdermeeting.com/PACK2024 at the meeting date and time. To log in, you will need the 16-digit control number included on your proxy card or voting instruction form. The meeting webcast will begin promptly at 10 a.m. Eastern Time. We encourage you to access the meeting prior to the start time. Online check-in will begin at 9:45 a.m., Eastern Time, and you should allow ample time for the check-in procedures. If you experience technical difficulties during the check-in process or during the meeting, please consult the information regarding technical assistance available atwww.virtualshareholdermeeting.com/PACK2024 for assistance.
YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE VIRTUAL MEETING ONLINE, WE ENCOURAGE YOU TO READ THE ACCOMPANYING PROXY STATEMENT AND OUR ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2023, AND SUBMIT YOUR PROXY AS SOON AS POSSIBLE USING ONE OF THE THREE CONVENIENT VOTING METHODS DESCRIBED IN “INFORMATION ABOUT THE PROXY PROCESS AND VOTING” IN THE PROXY STATEMENT. IF YOU RECEIVE MORE THAN ONE SET OF PROXY MATERIALS OR NOTICE OF INTERNET AVAILABILITY BECAUSE YOUR SHARES ARE REGISTERED IN DIFFERENT NAMES OR ADDRESSES, EACH PROXY SHOULD BE SIGNED AND SUBMITTED TO ENSURE THAT ALL OF YOUR SHARES WILL BE VOTED.
Notice and Access
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on May 23, 2024. The Proxy Statement and the Company’s 2023 Annual Report on Form 10-K are available, free of charge, atproxyvote.com.
The Notice of Annual Meeting of Stockholders to be held on May 23, 2024 contains instructions on how to access our proxy materials and vote over the internet atwww.proxyvote.comand how stockholders can receive a paper copy of our proxy materials, including the accompanying Proxy Statement, a proxy card or voting instruction card and our 2023 Annual Report on Form 10-K. Stockholders can also request to receive future proxy materials in printed form by mail or electronically by email by contacting Investor Relations Department atir@ranpak.com, at 440-354-4445 or at 7990 Auburn Road, Concord Township, OH 44077.
By Order of the Board of Directors
Sara A. Horvath
Executive Vice President, Chief Legal Officer & Secretary
April 11, 2024
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.