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Smurfit Westrock (NYSE: SW) details 2026 AGM shareholder votes

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

Rhea-AI Filing Summary

Smurfit Westrock plc held its 2026 annual general meeting, where shareholders approved all proposals. Each director nominee received strong support, generally between about 98% and 100% of votes cast, with millions of broker non-votes recorded separately.

Shareholders backed the non-binding advisory vote on executive compensation with 408,393,920 votes for, or 93.82%. They ratified KPMG as independent registered public accounting firm with 448,552,475 votes for, or 99.27%, and authorized the Audit Committee to determine KPMG’s remuneration. Investors also renewed the Board’s authority to issue shares and to opt out of statutory pre-emption rights under Irish law, and set the price range for re-issuing treasury shares, which passed with 449,469,274 votes for, or 99.62%.

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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.
Say-on-pay support 93.82% for (408,393,920 votes) Advisory vote on executive compensation at 2026 AGM
KPMG ratification support 99.27% for (448,552,475 votes) Ratification of KPMG as auditor for fiscal year ended Dec. 31, 2026
Share issuance authority renewal 97.05% for (438,480,037 votes) Renewal of Board’s authority to issue shares under Irish law
Pre-emption opt-out renewal 83.80% for (378,484,326 votes) Renewal of opt-out of statutory pre-emption rights
Treasury share price range 99.62% for (449,469,274 votes) Determining price range to re-issue treasury shares
Votes for Anthony Smurfit 434,333,554 votes (99.73%) Director election at 2026 AGM
broker non-votes financial
"the number of abstention votes and broker non-votes, with respect to each proposal"
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.
non-binding, advisory vote financial
"Approve, in a non-binding, advisory vote, the compensation of the Company’s named executive officers."
independent registered public accounting firm financial
"the appointment of KPMG as the Company’s independent registered public accounting firm and statutory auditor under Irish law"
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.
statutory pre-emption rights financial
"Renewal of the Board of Directors’ existing authority to opt-out of statutory pre-emption rights under Irish law."
treasury shares financial
"Determine the price range at which the Company can re-issue shares that it holds as treasury shares under Irish law."
Treasury shares are a company’s own stock that it has repurchased and keeps on its books instead of canceling or leaving in the hands of outside investors. Think of them like coupons a business puts back in a drawer: they don’t vote or receive dividends while held, but they can be reissued later for employee pay or fundraising. For investors this matters because buybacks change the number of shares that count toward earnings and ownership, can boost per‑share metrics, and use corporate cash that might otherwise go to growth or dividends.
Understanding 8-K Material Events →
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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

 

Date of Report (Date of earliest event reported): May 1, 2026

 

 

 

Smurfit Westrock plc 

(Exact name of registrant as specified in its charter)

 

Ireland
 (State or other jurisdiction
of incorporation)

  

001-42161

(Commission
File Number)

   98-1776979
(I.R.S. Employer
Identification No.)

 

Beech Hill, Clonskeagh

Dublin 4, D04 N2R2

Ireland

(Address of principal executive offices, including Zip Code)

 

+353 1 202 7000

(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 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 class Trading Symbol(s) Name of each exchange on which registered
Ordinary shares, par value $0.001 per share SW New York Stock Exchange (NYSE)

 

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 1, 2026, Smurfit Westrock plc (the “Company”) held its 2026 annual general meeting of shareholders (the “Annual General Meeting”). The Company’s shareholders voted to approve the election of each director nominee named in proposal 1 and approved each of proposals 2 through 6 considered at the Annual General Meeting. The following chart sets forth the number and percentage of votes cast for and against, and the number of abstention votes and broker non-votes, with respect to each proposal voted upon by the Company’s shareholders (proposal numbers correspond to the proposal numbers used in the Company’s definitive proxy statement for the Annual General Meeting, filed with the Securities and Exchange Commission on March 11, 2026):

 

Proposals  For   Against   Abstain  Broker
Non-Votes		 
1.  Elect the following director nominees to the Board of Directors:                          
   Irial Finan   427,761,616   98.21%  7,789,671   1.79%   97,721   16,398,374 
   Anthony Smurfit   434,333,554   99.73%  1,185,306   0.27%   130,148   16,398,374 
   Ken Bowles   431,467,484   99.09%  3,946,980   0.91%   234,544   16,398,374 
   Colleen F. Arnold   433,831,919   99.60%  1,752,496   0.40%   64,593   16,398,374 
   Timothy J. Bernlohr   427,730,195   98.20%  7,843,217   1.80%   75,596   16,398,374 
   Carole L. Brown   433,740,424   99.59%  1,768,511   0.41%   140,073   16,398,374 
   Carol Fairweather   434,258,698   99.71%  1,254,420   0.29%   135,890   16,398,374 
   Mary Lynn Ferguson-McHugh   434,251,836   99.69%  1,332,279   0.31%   64,893   16,398,374 
   Suzan F. Harrison   428,352,067   98.34%  7,233,446   1.66%   63,495   16,398,374 
   Kaisa Hietala   425,071,389   97.59%  10,481,164   2.41%   96,455   16,398,374 
   Jørgen Buhl Rasmussen   434,246,527   99.69%  1,329,140   0.31%   73,341   16,398,374 
   Alan D. Wilson   428,095,475   98.28%  7,478,491   1.72%   75,042   16,398,374 
2.  Approve, in a non-binding, advisory vote, the compensation of the Company’s named executive officers.   408,393,920   93.82%  26,895,776   6.18%   359,312   16,398,374 
3(a).  Ratify, in a non-binding vote, the appointment of KPMG as the Company’s independent registered public accounting firm and statutory auditor under Irish law for the fiscal year ended December 31, 2026.   448,552,475   99.27%  3,295,434   0.73%   199,473   — 
3(b).  Authorize, in a binding vote, the Audit Committee of the Board of Directors to determine the remuneration of KPMG as the Company’s statutory auditor under Irish law.   446,132,046   98.74%  5,700,405   1.26%   214,931   — 
4.  Renewal of the Board of Directors’ existing authority to issue shares under Irish law.   438,480,037   97.05%  13,320,909   2.95%   246,436   — 
5.  Renewal of the Board of Directors’ existing authority to opt-out of statutory pre-emption rights under Irish law.   378,484,326   83.80%  73,156,467   16.20%   406,589   — 
6.  Determine the price range at which the Company can re-issue shares that it holds as treasury shares under Irish law.   449,469,274   99.62%  1,711,491   0.38%   866,617   — 

 

 

 

 

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.

 

  Smurfit Westrock plc
   
    /s/ Ken Bowles
  Name: Ken Bowles
  Title: Executive Vice President & Group Chief Financial Officer

 

Date: May 1, 2026

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What did Smurfit Westrock (SW) shareholders approve at the 2026 AGM?

Shareholders approved all six proposals, including electing all director nominees, advisory approval of executive pay, ratifying KPMG, renewing share issuance and pre-emption opt-out authorities, and setting the price range for re-issuing treasury shares under Irish law.

How did Smurfit Westrock (SW) shareholders vote on executive compensation?

Shareholders approved the non-binding advisory vote on executive compensation with 408,393,920 votes for, or 93.82%. There were 26,895,776 votes against, 359,312 abstentions, and 16,398,374 broker non-votes, indicating broad but not unanimous support for the company’s pay practices.

What were the 2026 director election results for Smurfit Westrock (SW)?

All nominated directors were elected with high support levels, often above 98% of votes cast. For example, Anthony Smurfit received 434,333,554 votes for, or 99.73%, with 1,185,306 votes against, 130,148 abstentions, and 16,398,374 broker non-votes recorded.

Did Smurfit Westrock (SW) shareholders ratify KPMG as auditor for 2026?

Yes. Shareholders ratified KPMG as independent registered public accounting firm and statutory auditor with 448,552,475 votes for, or 99.27%, and 3,295,434 votes against. They also authorized the Audit Committee to determine KPMG’s remuneration in a separate binding vote.

What share issuance authority did Smurfit Westrock (SW) renew at the AGM?

Shareholders renewed the Board’s existing authority to issue shares under Irish law with 438,480,037 votes for, or 97.05%. They also renewed the authority to opt out of statutory pre-emption rights, which received 378,484,326 votes for, or 83.80%, with 73,156,467 votes against.

How did Smurfit Westrock (SW) shareholders vote on re-issuing treasury shares?

Shareholders approved determining the price range for re-issuing treasury shares under Irish law with 449,469,274 votes for, or 99.62%. There were 1,711,491 votes against and 866,617 abstentions, showing very strong support for the company’s flexibility in handling treasury shares.

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