Ranpak (NYSE: PACK) investors approve directors, pay and Walmart warrant share issuance
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Ranpak Holdings Corp. reported the results of its annual stockholder meeting. Stockholders elected three Class I directors: Victoria L. Dolan, Michael S. Gliedman, and Alicia Tranen, each receiving over 60 million votes in favor, with broker non-votes of 9,160,832.
Stockholders ratified KPMG LLP as independent registered public accounting firm for the 2026 fiscal year with 75,560,873 votes for, 1,502,622 against, and 161,799 abstentions. They also approved, on an advisory basis, the compensation of the named executive officers with 67,402,501 votes for.
In addition, stockholders approved the issuance of certain shares of Class A common stock upon exercise of a warrant issued to Walmart Inc. for purposes of complying with NYSE Listing Rule 312.03(c), with 67,483,841 votes for, 526,982 against, and 53,639 abstentions, plus 9,160,832 broker non-votes.
Positive
- None.
Negative
- None.
Insights
All management proposals passed, including director elections and Walmart warrant share approval.
Ranpak’s stockholders elected all three Class I director nominees and ratified KPMG LLP as the 2026 auditor with strong support. The advisory vote on executive compensation also passed, indicating general alignment between management and voting stockholders on pay and oversight.
A notable item is approval of issuing certain Class A shares upon exercise of a warrant held by Walmart Inc., specifically for NYSE Listing Rule 312.03(c) compliance. While the excerpt does not quantify potential dilution, the authorization formalizes Walmart’s ability to obtain shares through warrant exercise, which may modestly affect future ownership mix.
8-K Event Classification
Item 5.07 — Submission of Matters to a Vote of Security Holders
1 item
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Key Figures
Votes for Victoria L. Dolan: 60,087,991 shares
Votes for Michael S. Gliedman: 64,766,848 shares
Votes for Alicia Tranen: 62,665,939 shares
+4 more
7 metrics
Votes for Victoria L. Dolan
60,087,991 shares
Election as Class I director at annual meeting
Votes for Michael S. Gliedman
64,766,848 shares
Election as Class I director at annual meeting
Votes for Alicia Tranen
62,665,939 shares
Election as Class I director at annual meeting
Auditor ratification votes for
75,560,873 shares
Ratification of KPMG LLP for 2026 fiscal year
Say-on-pay votes for
67,402,501 shares
Advisory approval of named executive officer compensation
Walmart warrant share issuance votes for
67,483,841 shares
Approval of issuing certain Class A shares upon warrant exercise
Broker non-votes on key proposals
9,160,832 shares
Director elections, say-on-pay, and Walmart warrant proposal
Key Terms
broker non-votes, independent registered public accounting firm, Non-Binding Advisory Resolution, Named Executive Officers, +2 more
6 terms
broker non-votes financial
"The Directors also had broker non-votes totaling 9,160,832."
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"KPMG LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Non-Binding Advisory Resolution financial
"Proposal 3 - Non-Binding Advisory Resolution to Approve the Compensation of Named Executive Officers"
A non-binding advisory resolution is a shareholder vote that expresses investors’ opinion or recommendation but does not legally force the company to act. Think of it like a public survey: management can ignore it, but a strong vote for or against signals investor sentiment, can sway board behavior or policy decisions, and may influence market perception and future, potentially binding, actions.
Named Executive Officers financial
"The compensation of the Named Executive Officers was approved, on an advisory basis, by stockholders"
Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.
NYSE Listing Rule 312.03(c) financial
"For the purpose of complying with NYSE Listing Rule 312.03(c), the issuance of certain shares"
warrant financial
"exercise of a warrant issued by the Company to Walmart Inc."
A warrant is a time-limited financial contract that gives its holder the right to buy a company's shares at a set price before a specified date, like a coupon that lets you purchase stock at a fixed discount for a limited time. It matters to investors because warrants offer leveraged exposure to a stock’s upside and can dilute existing shareholders if exercised, so they affect potential gains and the company’s outstanding share count.
FAQ
What did Ranpak Holdings Corp. (PACK) stockholders decide at the latest annual meeting?
Ranpak stockholders approved all items at the annual meeting. They elected three Class I directors, ratified KPMG LLP as 2026 auditor, backed executive compensation on an advisory basis, and approved issuing certain Class A shares upon exercise of a warrant previously issued to Walmart Inc.
Which directors were elected at the Ranpak (PACK) 2026 annual stockholder meeting?
Stockholders elected three Class I directors: Victoria L. Dolan, Michael S. Gliedman, and Alicia Tranen. Each received more than 60 million votes in favor, with additional broker non-votes recorded, confirming continued support for the company’s current board composition and oversight structure.
Did Ranpak (PACK) stockholders approve the company’s executive compensation?
Yes. Stockholders approved the compensation of Ranpak’s named executive officers on a non-binding advisory basis, with 67,402,501 shares voted in favor, 463,172 against, 198,789 abstaining, and 9,160,832 broker non-votes. This advisory result signals general acceptance of the company’s pay practices.
Was KPMG LLP ratified as Ranpak (PACK) auditor for the 2026 fiscal year?
Yes. Stockholders ratified KPMG LLP as Ranpak’s independent registered public accounting firm for the 2026 fiscal year. The vote was 75,560,873 shares in favor, 1,502,622 against, and 161,799 abstentions, indicating broad support for continuing the current external audit relationship.
What did Ranpak (PACK) approve regarding the Walmart Inc. warrant?
Stockholders approved issuing certain Class A common shares upon exercise of a warrant previously issued to Walmart Inc. This approval, requested to comply with NYSE Listing Rule 312.03(c), received 67,483,841 votes for, 526,982 against, 53,639 abstentions, and 9,160,832 broker non-votes.
How many broker non-votes occurred on Ranpak (PACK) proposals at the meeting?
Broker non-votes totaled 9,160,832 shares on the director elections, the advisory executive compensation vote, and the warrant-related share issuance proposal. Broker non-votes arise when brokers lack authority to vote uninstructed shares on certain non-routine matters presented to stockholders.