Executive Change · Shareholder Vote

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 supplemented by PCA’s Supplement to Proxy Statement filed with the Securities and Exchange Commission on April 3, 2024 under the caption “Supplemental Disclosure Concerning Item No. 3.” The full text of the Plan was attached as Appendix B 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 8, 2024, Packaging Corporation of America (“PCA”) held its 2024 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    72,134,723    4,673,558    36,698    5,500,434 Duane C. Farrington    76,550,099    255,540    39,340    5,500,434 Karen E. Gowland    76,438,524    361,537    44,918    5,500,434 Donna A. Harman    75,034,138    1,774,077    36,764    5,500,434 Mark W. Kowlzan    71,010,084    5,794,306    40,589    5,500,434 Robert C. Lyons    73,241,311    3,562,391    41,277    5,500,434 Thomas P. Maurer    76,127,418    676,192    41,369    5,500,434 Samuel M. Mencoff    66,344,693    8,165,851    2,334,435    5,500,434 Roger B. Porter    61,236,883    13,113,239    2,494,857    5,500,434 Thomas S. Souleles    71,190,711    5,612,633    41,635    5,500,434 Paul T. Stecko    72,779,475    4,025,647    39,857    5,500,434 (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: 80,848,054 votes for, 1,830,602 votes against, and 36,757 abstentions. (c)  Approval of Second Amended and Restated 1999 Long - Term Equity Incentive Plan : 70,515,959 votes for, 6,210,977 votes against, 118,043 abstentions and 5,500,434 broker non-votes. (d)  Approval of PCA’s Executive Compensation : 71,793,232 votes for, 4,930,720 votes against, 121,018 abstentions and 5,500,434 broker non-votes. (e)  Stockholder Proposal Regarding Director Election Resignation Bylaw : 12,644,915 votes for; 63,816,263 votes against; 383,801 abstentions; and 5,500,434 broker non-votes. 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 9, 2024