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Sonoco (NYSE: SON) shareholders back directors, pay plan and auditor at 2026 meeting

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Sonoco Products Company reported the voting results from its 2026 Annual Meeting of Shareholders held on April 15, 2026. Shareholders elected all nominated directors to one-year terms, with each nominee receiving more votes "for" than "against".

They approved the ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 84,309,119 votes for and 4,636,237 against. Shareholders also approved the advisory (non-binding) resolution on executive compensation and Amendment No. 1 to the 2024 Omnibus Incentive Plan.

An advisory (non-binding) shareholder proposal requesting greater transparency in political spending did not pass, receiving 31,557,422 votes for and 42,656,683 votes against, with additional abstentions and broker non-votes reported.

Positive

  • None.

Negative

  • None.
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.
Auditor ratification for votes 84,309,119 votes Votes for ratifying PricewaterhouseCoopers LLP for fiscal year ending December 31, 2026
Auditor ratification against votes 4,636,237 votes Votes against ratifying PricewaterhouseCoopers LLP for fiscal year ending December 31, 2026
Executive compensation for votes 72,039,107 votes Advisory (non-binding) resolution to approve executive compensation
Executive compensation against votes 3,762,658 votes Advisory (non-binding) resolution to approve executive compensation
Omnibus Plan Amendment for votes 72,489,095 votes Approval of Amendment No. 1 to the 2024 Omnibus Incentive Plan
Political spending proposal for votes 31,557,422 votes Advisory shareholder proposal on transparency in political spending
Political spending proposal against votes 42,656,683 votes Advisory shareholder proposal on transparency in political spending
Broker non-votes per item 13,027,934 votes Broker non-votes reported for several proposals including director elections
broker non-votes financial
"with 1,791,765 votes abstaining and 13,027,934 broker non-votes"
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.
advisory (non-binding) resolution financial
"Advisory (Non-binding) Resolution to Approve Executive Compensation"
2024 Omnibus Incentive Plan financial
"Approval of Amendment No. 1 to 2024 Omnibus Incentive Plan"
independent registered public accounting firm financial
"ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm"
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.
shareholder proposal financial
"Advisory (Non-binding) Shareholder Proposal Regarding Transparency in Political Spending"
Understanding 8-K Material Events →
4/15/2026South Carolina57-02484200000091767false00000917672026-04-162026-04-16

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
 
Date of Report (Date of earliest event reported): April 15, 2026
 
SONOCO PRODUCTS COMPANY
 Commission File No. 001-11261
 
South Carolina
57-0248420
(State or other jurisdiction of incorporation)(I.R.S. Employer Identification Number)
1 N. Second St.
Hartsville, South Carolina 29550
(Address of principal executive offices)(Zip Code)
Telephone: (843) 383-7000
(Registrant's telephone number, including area code)
(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:
☐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 classTrading symbol(s)Name of each exchange on which registered
No par value common stockSONNew 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 pursuant to Section 13(a) of the Exchange Act. ☐




Item 5.07    Submission of Matters to a Vote of Security Holders
The 2026 Annual Meeting of Shareholders of Sonoco Products Company (the "Company") was held on April 15, 2026. The following matters, as described more fully in the Company's definitive proxy statement filed with the U.S. Securities and Exchange Commission on March 13, 2026, were voted on by the shareholders at this meeting:
(1)     Election of Directors. The following directors were elected:
VOTES
TermForAgainstAbstainBroker
Non-Votes
Steven L. Boyd1 year75,407,911468,872129,08713,027,934
Scott A. Clark1 year75,303,642574,130128,09813,027,934
R. Howard Coker1 year73,476,9812,443,58385,30613,027,934
Dr. Pamela L. Davies1 year73,088,1392,795,495122,23613,027,934
Theresa J. Drew1 year75,414,318463,659127,89313,027,934
Philippe Guillemot1 year75,335,103542,127128,64013,027,934
John R. Haley1 year73,096,4972,779,900129,47313,027,934
Robert R. Hill, Jr. 1 year74,241,6031,636,518127,74913,027,934
Eleni Istavridis1 year74,845,285836,708323,87713,027,934
Richard G. Kyle1 year72,912,1832,965,184128,50313,027,934
Craig L. Nix1 year75,444,591433,519127,76013,027,934

(2)     Ratification of Independent Registered Public Accounting Firm. The ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2026 was approved. The shareholders voted 84,309,119 for and 4,636,237 against ratification, with 88,448 votes abstaining and no broker non-votes.
(3)     Advisory (Non-binding) Resolution to Approve Executive Compensation. The advisory (non-binding) resolution on executive compensation was approved. The shareholders voted 72,039,107 for and 3,762,658 against the resolution, with 204,105 votes abstaining and 13,027,934 broker non-votes.
(4)     Approval of Amendment No. 1 to 2024 Omnibus Incentive Plan. Amendment No. 1 to the 2024 Omnibus Incentive Plan was approved. The shareholders voted 72,489,095 for and 3,036,270 against the resolution, with 480,505 votes abstaining and 13,027,934 broker non-votes.
(5)     Advisory (Non-binding) Shareholder Proposal Regarding Transparency in Political Spending. The advisory (non-binding) shareholder proposal regarding transparency in political spending was not approved. The shareholders voted 31,557,422 for and 42,656,683 against the resolution, with 1,791,765 votes abstaining and 13,027,934 broker non-votes.








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.
 
SONOCO PRODUCTS COMPANY
Date: April 16, 2026By:/s/ Paul Joachimczyk
Paul Joachimczyk
Chief Financial Officer


Source: View Original Filing on SEC EDGAR

FAQ

What did Sonoco (SON) shareholders decide at the 2026 annual meeting?

Shareholders elected all nominated directors to one-year terms and approved several company proposals. These included ratifying PricewaterhouseCoopers LLP as auditor, approving executive compensation on an advisory basis, and approving Amendment No. 1 to the 2024 Omnibus Incentive Plan.

Was Sonoco (SON) executive compensation approved by shareholders?

Yes. Shareholders approved the advisory (non-binding) resolution on executive compensation with 72,039,107 votes for and 3,762,658 against. There were 204,105 abstentions and 13,027,934 broker non-votes reported in the final tally.

Did Sonoco (SON) shareholders ratify PricewaterhouseCoopers as auditor for 2026?

Yes. The ratification of PricewaterhouseCoopers LLP as Sonoco’s independent registered public accounting firm for the fiscal year ending December 31, 2026 received 84,309,119 votes for, 4,636,237 votes against, and 88,448 abstentions, with no broker non-votes recorded.

What happened to Sonoco (SON)’s political spending transparency proposal?

The advisory (non-binding) shareholder proposal on transparency in political spending was not approved. It received 31,557,422 votes for and 42,656,683 votes against, with 1,791,765 abstentions and 13,027,934 broker non-votes included in the results.

Was Sonoco (SON)’s 2024 Omnibus Incentive Plan amendment approved?

Yes. Amendment No. 1 to the 2024 Omnibus Incentive Plan was approved by shareholders, with 72,489,095 votes for and 3,036,270 votes against. There were 480,505 abstentions and 13,027,934 broker non-votes reported for this proposal.

How many votes did Sonoco (SON) director nominees generally receive?

Each director nominee received a majority of votes cast in favor, with individual "for" votes ranging roughly from about 72.9 million to 75.4 million. Broker non-votes of 13,027,934 were recorded for each director election item on the ballot.

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