[8-K] SEALED AIR CORP/DE Reports Material Event
Rhea-AI Filing Summary
Sealed Air Corporation held a special stockholder meeting where investors approved its pending acquisition by an affiliate of Clayton, Dubilier & Rice. Stockholders also approved the related executive compensation proposal. The merger proposal passed with 114,636,120 votes for, 1,063,721 against and 210,837 abstentions.
Stockholders of record as of January 16, 2026, representing 115,910,678 shares or 78.70% of the 147,271,147 shares outstanding, were present or represented, providing a strong quorum. Closing of the transaction remains subject to customary conditions, including required regulatory approvals.
Positive
- None.
Negative
- None.
Insights
Shareholders approved Sealed Air’s sale to a CD&R affiliate, but closing still depends on regulatory and other conditions.
Stockholders of Sealed Air approved the merger with Sword Purchaser, LLC, an affiliate of Clayton, Dubilier & Rice, along with the compensation proposal tied to the deal. Turnout was high, with 78.70% of the 147,271,147 eligible shares represented and the merger proposal receiving over 114.6 million votes in favor.
This approval removes a major deal uncertainty around shareholder consent and signals broad investor support. However, the acquisition is not yet complete. The company states that closing remains subject to customary closing conditions, including required governmental and regulatory approvals, and notes numerous risks that could delay or prevent completion.
Management’s comments indicate they expect to close the transaction "in the coming months," but actual timing will depend on the pace and outcome of regulatory reviews and satisfaction of conditions under the merger agreement. Future company and regulatory filings will outline whether all conditions are met and if any issues arise before completion.
8-K Event Classification
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On February 25, 2026, Sealed Air Corporation (the “Company”) held a special meeting of stockholders (the “Special Meeting”) to consider certain proposals related to the Agreement and Plan of Merger, dated as of November 16, 2025 (as amended, modified, supplemented or waived from time to time, the “Merger Agreement”), by and among Sword Purchaser, LLC, a Delaware limited liability company that is affiliated with Clayton, Dubilier & Rice, LLC (“Parent”), Sword Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and the Company, pursuant to which, subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub will merge with and into the Company and the separate corporate existence of Merger Sub will cease, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent.
Holders of the Company’s common stock (the “Company Common Stock”) as of the close of business on January 16, 2026 (the “Record Date”), were entitled to vote at the Special Meeting. As of the Record Date, there were 147,271,147 shares of Company Common Stock outstanding. Each share of Company Common Stock was entitled to one vote on each proposal. A quorum, representing holders of 115,910,678 shares of Company Common Stock, or 78.70% of the outstanding shares of Company Common Stock as of the Record Date, was present or represented by proxy at the Special Meeting.
Set forth below is a brief description of each matter submitted to a vote of the Company’s stockholders at the Special Meeting:
| 1. | Proposal 1: A proposal to adopt the Merger Agreement (the “Merger Proposal”); and |
| 2. | Proposal 2: A proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement (the “Compensation Proposal”). |
The proposals are described further in the Company’s proxy statement filed on January 23, 2026, with the United States Securities and Exchange Commission (the “Proxy Statement”).
The Company’s inspector of elections certified the following vote tabulations.
Proposal No. 1: The Merger Proposal
The Merger Proposal was approved based upon the following votes:
| For |
Against |
Abstain | ||
| 114,636,120 | 1,063,721 | 210,837 |
Proposal No. 2: The Compensation Proposal
The Compensation Proposal was approved based upon the following votes:
| For |
Against |
Abstain | ||
| 111,927,877 | 3,539,301 | 443,500 |
Because the Company’s stockholders approved the Merger Proposal, a vote on the proposal to adjourn the Special Meeting, as described in the Proxy Statement, was not called during the Special Meeting.
| Item 8.01 | Other Events. |
On February 25, 2026, the Company issued a press release announcing the results of the Special Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit |
Description | |
| 99.1 | Press Release, dated February 25, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within Inline XBRL document). | |
SIGNATURE
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.
| SEALED AIR CORPORATION | ||
| By: | /s/ Stefanie M. Holland | |
| Name: | Stefanie M. Holland | |
| Title: | Vice President, General Counsel and Secretary (Duly Authorized Officer) | |
Dated: February 25, 2026
Exhibit 99.1
Sealed Air Announces Stockholder Approval of Acquisition By CD&R
CHARLOTTE (February 25, 2026) – Sealed Air Corporation (“Sealed Air” or the “Company”) (NYSE: SEE) held a special meeting of stockholders earlier today at which Sealed Air stockholders voted in favor of all proposals, including a proposal to approve the Company’s pending acquisition by an affiliate of CD&R.
“We are pleased with the results of the special meeting and we thank our stockholders for their strong support for this transaction,” said Dustin Semach, Chief Executive Officer of Sealed Air. “We look forward to closing the transaction in the coming months.”
Closing of the transaction is subject to customary closing conditions, including the receipt of required regulatory approvals. The voting results of the Sealed Air special meeting will be reported in a Form 8-K to be filed by Sealed Air with the U.S. Securities and Exchange Commission.
About Sealed Air
Sealed Air Corporation (NYSE: SEE), is a leading global provider of packaging solutions that integrate sustainable, high-performance materials, automation, equipment and services. Sealed Air designs, manufactures and delivers packaging solutions that preserve food, protect goods and automate packaging processes. We deliver our packaging solutions to an array of end markets including fresh proteins, foods, fluids and liquids, medical and life science, e-commerce retail, logistics and omnichannel fulfillment operations, and industrials. Our globally recognized solution brands include CRYOVAC® brand food packaging, SEALED AIR® brand protective packaging, LIQUIBOX® brand liquids systems, AUTOBAG® brand automated packaging systems, and BUBBLE WRAP® brand packaging. In 2024, Sealed Air generated $5.4 billion in sales and has approximately 16,400 employees who serve customers in 117 countries/territories.
Cautionary Statement Regarding Forward-Looking Statements
This communication includes certain “forward-looking statements” within the meaning of, and subject to the safe harbor created by, the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on the Company’s current expectations, estimates and projections about future events, which are subject to change. Any statements as to the expected timing, completion and effects of the proposed transaction (the “Transaction”) involving Sealed Air, Sword Purchaser, LLC and Sword Merger Sub, Inc. or that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements may be identified by the use of words such as “expect,” “anticipate,” “intend,” “aim,” “plan,” “believe,” “could,” “seek,” “see,” “should,” “will,” “may,” “would,” “might,” “considered,” “potential,” “predict,” “projection,” “estimate,” “forecast,” “continue,” “likely,” “target” or similar expressions. By their nature, forward-looking statements address matters that involve risks and uncertainties because they relate to events and depend upon future circumstances that may or may not occur. These and other forward-looking statements are not guarantees of future results and are subject to risks, uncertainties, assumptions and other important factors, many of which are outside the Company’s control, that could cause actual results to differ materially from those expressed in any forward-looking statements.
These risks, uncertainties, assumptions and other important factors that might materially affect such forward-looking statements include, but are not limited to: (i) the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the Transaction that could reduce anticipated benefits or cause the parties to abandon the Transaction; (ii) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement entered into pursuant to the Transaction; (iii) the risk that the parties to the merger agreement may not be able to satisfy the conditions to the Transaction in a timely manner or at all; (iv) the risk of any litigation relating to the Transaction; (v) the risk that the Transaction and its announcement could have an adverse effect on the ability of the Company to retain customers and retain and hire key personnel and maintain relationships with customers, suppliers, employees, stockholders and other business relationships and on the Company’s operating results and business generally; (vi) the risk that the Transaction and its announcement could have adverse effects on the market price of the Company’s common stock; (vii) the possibility that the parties to the Transaction may not achieve some or all of any anticipated benefits with respect to the Company’s business and the Transaction may not be completed in accordance with the parties’ expected plans or at all; (viii) the risk that restrictions on the Company’s conduct during the pendency of the Transaction may impact the Company’s ability to pursue certain business opportunities; (ix) the possibility that the Transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (x) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, including in circumstances requiring the Company to pay a termination fee; (xi) the risk that the Company’s stock price may decline significantly if the Transaction is not consummated; (xii) the Company’s ability to raise capital and the terms of those financings; (xiii) the risk posed by legislative, regulatory and economic developments affecting the Company’s business; (xiv) general economic and market developments and conditions, including with respect to federal monetary policy, federal trade policy, sanctions, export restrictions, interest rates, interchange rates, labor shortages, supply chain issues, changes in raw material pricing and availability; energy costs; and environmental matters; (xv) changes in consumer preferences and demand patterns that could adversely affect the Company’s sales, profitability and productivity; (xvi) the effects of animal and food-related health issues on the Company’s business; and (xvii) the other risk factors and cautionary statements described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, and other documents filed by the Company with the SEC. The above list of factors is not exhaustive or necessarily in order of importance. These forward-looking statements speak only as of the date they are made, and the Company does not undertake to, and specifically disclaims any obligation to, update any forward-looking statements, whether in response to new information, future events, or otherwise, except as required by applicable law.
Contacts
Investors
Mark Stone
Vice President, Investor Relations
mark.stone@sealedair.com
Media
Andi Cole
Head of Global Corporate Communications
andi.cole@sealedair.com
FGS Global
SealedAir-FGS@fgsglobal.com