Ranpak holders back directors and Walmart warrant shares

Ranpak Holdings Corp. reported the results of its annual stockholder meeting.

(Moderate)

(Neutral)

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.

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

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/22/2026 - 04:12 PM

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

May 21, 2026

(Date of Report, Date of earliest event reported)

RANPAK HOLDINGS CORP.

(Exact name of registrant as specified in its charter)

____________________________

Delaware

001-38348

98-1377160

(State or other jurisdiction of

incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

7990 Auburn Road

Concord Township, Ohio 44077

(Address of principal executive offices) (Zip Code)

(440) 354-4445

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2. below):

☐	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 Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share	PACK	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 5.07

Submission of Matters to a Vote of Security Holders

On May 21, 2026, Ranpak Holdings Corp. (the “Company”) held its annual meeting of stockholders.

Proposal 1 - Election of Directors

The Class I Directors proposed by management were elected with a tabulation of votes to the nearest share as shown below. The Directors also had broker non-votes totaling 9,160,832.

Name	For	Withheld
Victoria L. Dolan	60,087,991	7,976,471
Michael S. Gliedman	64,766,848	3,297,614
Alicia Tranen	62,665,939	5,398,523

Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm

The earlier appointment by the Audit Committee of the Board of Directors of KPMG LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year was approved by stockholders with 75,560,873 shares voted in favor, 1,502,622 shares voted against and 161,799 shares abstained.

Proposal 3 - Non-Binding Advisory Resolution to Approve the Compensation of Named Executive Officers

The compensation of the Named Executive Officers was approved, on an advisory basis, by stockholders, with 67,402,501 shares voted in favor, 463,172 shares voted against, 198,789 shares abstained, and broker non-votes totaling 9,160,832.

Proposal 4 - Approval of the issuance of certain shares of the Company’s Class A Common Stock upon the exercise of a warrant issued by the Company to Walmart Inc.

For the purpose of complying with NYSE Listing Rule 312.03(c), the issuance of certain shares of the Company’s Class A Common Stock upon the exercise of a warrant issued by the Company to Walmart Inc. was approved by stockholders, with 67,483,841 shares voted in favor, 526,982 shares voted against, 53,639 shares abstained, and broker non-votes totaling 9,160,832.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	RANPAK HOLDINGS CORP.
Date: May 22, 2026

	By:	/s/ William Drew
		William Drew
		Executive Vice President and Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents

Ranpak holders back directors and Walmart warrant shares

Rhea-AI Filing Summary

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