Executive Change

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 5, 2020   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)) 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 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers On May 5, 2020, the stockholders of Packaging Corporation of America (“PCA”) approved the 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 2020 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on March 20, 2020 (the “Proxy Statement”) under the caption “Summary of the Plan” and all sub captions thereunder. The full text of the Plan was attached as Appendix A to the Proxy Statement. Such summary and the text of the Plan are incorporated by reference into this Item 5.02. Item 5.07. Submission of Matters to a Vote of Security Holders On May 5, 2020, Packaging Corporation of America held its 2020 Annual Meeting of Stockholders, at which the following proposals were voted upon and approved by PCA’s stockholders: (a) Election of Directors . Voting results are summarized as follows: Nominee   Votes For     Votes Against     Abstentions     Broker Non Vote   Cheryl K. Beebe     79,858,553       1,390,157       39,037       4,577,836   Duane C. Farrington     81,080,131       156,221       51,395       4,577,836   Donna A. Harman     81,117,468       129,654       40,625       4,577,836   Mark W. Kowlzan     77,300,109       3,714,204       273,434       4,577,836   Robert C. Lyons     81,072,256       155,424       60,067       4,577,836   Thomas P. Maurer     81,057,317       166,493       63,937       4,577,836   Samuel M. Mencoff     77,102,938       4,137,862       46,947       4,577,836   Roger B. Porter     76,855,327       4,384,875       47,545       4,577,836   Thomas S. Souleles     79,854,374       1,383,870       49,503       4,577,836   Paul T. Stecko     79,985,816       1,247,678       54,253       4,577,836   James D. Woodrum     78,852,765       2,386,787       48,195       4,577,836   (b)     Ratification of Independent Registered Public Accounting Firm .    The audit committee’s appointment of KPMG LLP as PCA’s independent registered public accounting firm was ratified by the following vote: 85,760,212 votes for, 58,433 votes against, 46,938 abstentions. (c)     Approval of PCA’s Amended and Restated 1999 Long-Term Equity Incentive Plan : 77,802,884 votes for, 3,374,893 votes against, 109,970 abstentions and 4,577,836 broker non-votes. (d)     Approval of PCA’s Executive Compensation . 79,432,543votes for, 1,671,510 votes against, 183,694 abstentions and 4,577,836 broker non-votes. Item 9.01. Financial Statements and Exhibits. Exhibits             10.1     Amended and Restated 1999 Long-Term Equity Incentive Plan*             104     Cover Page Interactive Data File (embedded within the Inline XBRL document) * Incorporated by reference to Appendix A to the Proxy Statement. SIGNATURES 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. PACKAGING CORPORATION OF AMERICA       By:   /s/ Kent A. Pflederer   Senior Vice President, General Counsel & Secretary Date: May 6, 2020