Packaging Corp of America (NYSE: PKG) investors back board, auditor and executive pay

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Packaging Corporation of America held its 2026 Annual Meeting of Stockholders on May 12, 2026. Stockholders elected all nominated directors, with most receiving more than 78 million votes in favor; for example, Duane C. Farrington received 78,947,264 votes for and 561,789 against.

Stockholders also ratified the audit committee’s appointment of KPMG LLP as independent registered public accounting firm, with 82,796,126 votes for, 744,560 against, and 20,724 abstentions. In an advisory vote, stockholders approved PCA’s executive compensation, with 76,265,206 votes for, 2,299,022 against, 1,021,675 abstentions, and 3,975,507 broker non-votes.

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

Cheryl K. Beebe votes for: 74,535,448 votes Duane C. Farrington votes for: 78,947,264 votes KPMG ratification votes for: 82,796,126 votes +4 more

7 metrics

Cheryl K. Beebe votes for 74,535,448 votes Director election at 2026 Annual Meeting

Duane C. Farrington votes for 78,947,264 votes Director election at 2026 Annual Meeting

KPMG ratification votes for 82,796,126 votes Ratification of independent registered public accounting firm

KPMG ratification votes against 744,560 votes Ratification of independent registered public accounting firm

Executive compensation votes for 76,265,206 votes Advisory approval of executive compensation

Executive compensation votes against 2,299,022 votes Advisory approval of executive compensation

Executive compensation broker non-votes 3,975,507 votes Advisory approval of executive compensation

Key Terms

Annual Meeting of Stockholders, broker non-vote, independent registered public accounting firm, executive compensation, +1 more

5 terms

Annual Meeting of Stockholders financial

"On May 12, 2026, Packaging Corporation of America (“PCA”) held its 2026 Annual Meeting of Stockholders"

broker non-vote financial

"Broker Non-Vote ... 3,975,507"

independent registered public accounting firm financial

"The audit committee’s appointment of KPMG LLP as PCA’s independent registered public accounting firm was ratified"

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.

executive compensation financial

"Approval of PCA’s Executive Compensation: 76,265,206 votes for"

Payments and benefits given to a company's top leaders — including base salary, cash bonuses, stock awards, options and retirement or perquisites — designed to compensate and motivate them. Investors care because these packages affect a company’s costs, influence executives’ decisions and signal how well management’s interests line up with shareholders’; like a captain’s contract, the structure of pay can encourage safe navigation toward long-term gains or risky short-term moves that hurt returns.

emerging growth company regulatory

"Emerging growth company Securities registered pursuant to Section 12(b)"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Understanding 8-K Material Events →

05/13/2026 - 04:16 PM

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 12, 2026

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 5.07.

Submission of Matters to a Vote of Security Holders

On May 12, 2026, Packaging Corporation of America (“PCA”) held its 2026 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		74,535,448		5,009,056		41,399		3,975,507
Duane C. Farrington		78,947,264		561,789		76,850		3,975,507
Karen E. Gowland		78,119,832		1,370,588		95,483		3,975,507
Donna A. Harman		78,940,200		572,065		73,638		3,975,507
Mark W. Kowlzan		77,154,503		2,387,938		43,462		3,975,507
Robert C. Lyons		78,012,659		1,494,605		78,639		3,975,507
Samuel M. Mencoff		67,878,835		8,681,658		3,025,410		3,975,507
Roger B. Porter		64,678,389		11,849,812		3,057,702		3,975,507
Thomas S. Souleles		75,213,947		4,291,228		80,728		3,975,507

(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: 82,796,126 votes for, 744,560 votes against, and 20,724 abstentions.

(c) Approval of PCA’s Executive Compensation: 76,265,206 votes for, 2,299,022 votes against, 1,021,675 abstentions and 3,975,507 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/ S. Ellis Cunningham
		Vice President and General Counsel

Date: May 13, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did Packaging Corporation of America (PKG) stockholders vote on at the 2026 annual meeting?

Stockholders voted on director elections, ratification of KPMG as independent auditor, and approval of executive compensation. All director nominees were elected, KPMG’s appointment was ratified, and the advisory vote on executive pay received strong majority support.

Were all Packaging Corporation of America (PKG) director nominees elected in 2026?

Yes, all nominated directors were elected. Most received more than 74 million votes in favor; for example, Cheryl K. Beebe had 74,535,448 votes for and 5,009,056 against, while others like Duane C. Farrington and Donna A. Harman also drew strong approval.

How did Packaging Corporation of America (PKG) stockholders vote on KPMG as auditor?

Stockholders ratified KPMG LLP as PCA’s independent registered public accounting firm. The vote totaled 82,796,126 shares for, 744,560 against, and 20,724 abstentions, indicating broad support for continuing with KPMG as the company’s external auditor.

Was Packaging Corporation of America’s (PKG) executive compensation approved by stockholders?

Yes, stockholders approved Packaging Corporation of America’s executive compensation in an advisory vote. The proposal received 76,265,206 votes for, 2,299,022 against, 1,021,675 abstentions, and 3,975,507 broker non-votes, indicating a solid majority favoring the pay program.

What are broker non-votes in Packaging Corporation of America’s (PKG) 2026 meeting results?

Broker non-votes occur when brokers hold shares for clients but are not authorized to vote on specific proposals. For several director elections and the executive compensation proposal, 3,975,507 broker non-votes were recorded, meaning those shares were not counted for or against those items.

Filing Exhibits & Attachments

3 documents