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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
June 27, 2025
(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 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Appointment of Chief Operating Officer
On June 27, 2025, the Board of Directors (the
“Board”) of Ranpak Holdings Corp. (the “Company”) appointed Paul Aram, age 64, as Chief Operating
Officer. Mr. Aram's appointment will become effective upon his joining the Company
on a date to be mutually agreed.
Prior to his appointment as Chief Operating Officer, Mr. Aram served
as the Global Supply Chain and Operations Director at IDEX Corp since January 2024. Mr. Aram served as the Vice President of Global Operations
at Ingersoll Rand Inc. from May 2019 to December 2023. There are no arrangements or understandings between Mr. Aram and any other person
pursuant to which Mr. Aram was appointed to serve as the Chief Operating Officer of the Company. There are no family relationships between
Mr. Aram and any of the Company’s directors or executive officers.
In connection with his role as Chief Operating Officer, the
Company entered into an employment agreement with Mr. Aram, which became effective as of June 30, 2025 (the “Aram Employment
Agreement”), pursuant to which Mr. Aram receives (i) an annual base salary of €310,000 and a target cash bonus equal to
40% of the annual base salary, and (ii) a one-time new hire award consisting of 5,000 PRSUs and 5,000 RSUs. Mr. Aram will also be
eligible to participate in and be covered by all employee benefit programs maintained by the Company on the same terms as are
generally applicable to other senior executives of the Company, subject to his meeting applicable eligibility requirements. Mr.
Aram’s base salary and target annual bonus will be subject to periodic review and adjustment from time to time in the
discretion of the Board or the Compensation Committee.
The foregoing description of the Aram Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the agreement which is
filed as Exhibit 10.1 to this Current Report and incorporated by reference.
Departure of Managing Directors
On July 3, 2025, the Company announced that Eric Laurensse will be
departing as the Company’s Managing Director, Europe, effective on August 1, 2025 and Antonio Grassotti will be departing as the
Company’s Managing Director, APAC, effective on July 31, 2025. The departures of Mr. Laurensse and Mr. Grassotti do not involve
a disagreement on any matter relating to the Company’s operations, policies or practices. In connection with their departures,
Mr. Laurensse and Mr. Grassotti have each agreed to a separation agreement and general release with the Company. The separation agreement
and general release with Mr. Laurensse provides that in connection with Mr. Laurensse’s departure, his outstanding annual equity
awards with respect to 76,641 restricted stock units scheduled to vest in 2026 will continue to vest under the terms of the 2019 Omnibus
Incentive Plan and the applicable award agreements. The separation agreement and general release with Mr. Grassotti provides that in
connection with Mr. Grassotti’s departure, his outstanding annual equity awards with respect to 49,965 restricted stock units scheduled
to vest in 2026 will continue to vest under the terms of the 2019 Omnibus Incentive
Plan and the applicable award agreements.
The foregoing descriptions of the separation agreements and
general releases with Mr. Laurensse and Mr. Grassotti contained herein do not purport to be complete and are qualified in their
entirety by reference to the complete text of the agreements which are filed as Exhibit 10.2 and 10.3 to this Current Report on Form
8-K and are incorporated by reference.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
|
Exhibit
No.
|
|
Description |
| |
|
|
| 10.1* |
|
Employment Agreement by and between the Company and Paul Aram, dated July 1, 2025 |
| 10.2 |
|
Separation Agreement and General Release by and between the Company and Eric Laurensse, dated June 30, 2025 |
| 10.3 |
|
Separation Agreement and General Release by and
between the Company and Antonio Grassotti, dated July 2, 2025 |
| 104 |
|
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
* Pursuant to Item 601(b)(10) of Regulation
S-K, certain confidential portions of this exhibit have been omitted by means of marking such portions with asterisks as the identified
confidential portions are both not material and are the type of information that the registrant treats as private or confidential. The
registrant agrees to supplementally furnish an unredacted copy of this exhibit to the Securities and Exchange Commission upon its request.
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: July 3, 2025 |
By: |
/s/ William Drew |
| |
|
William Drew |
| |
|
Executive Vice President and Chief Financial Officer |
