Sealed Air Corporation filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

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CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

SEALED AIR CORPORATION

(Exact name of registrant as specified in its charter)

 

Registrant’s telephone number, including area code: (980)-221-3235

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:

 

 

 

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities 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.  ☐

 

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On June 13, 2024, Sealed Air Corporation (the “Company”) announced that its Board of Directors (the “Board”) has appointed Patrick Kivits as its Chief Executive Officer and a member of the Board effective July 1, 2024 (or such other date as the Company and Mr. Kivits mutually agree) (the “Start Date”).

Mr. Kivits, age 56, has served as President, Corrugated Packaging of WestRock Company (NYSE: WRK) (“WestRock”) since August 2022. He previously served as WestRock’s President, Consumer Packaging from June 2021 until August 2022, as President, Multi Packaging Solutions from August 2020 until June 2021, and as Executive Vice President Operations North America for Multi Packaging Solutions from November 2019 until August 2020.  Prior to joining WestRock, Mr. Kivits spent 20 years in the specialty chemical industry, working for H.B. Fuller and Henkel in adhesives for the packaging industry. Mr. Kivits earned a master’s degree in mechanical process engineering from Eindhoven University of Technology, The Netherlands, and an MBA from Henley Business School in the U.K.

In connection with his appointment, Mr. Kivits entered into an offer letter agreement with the Company on June 7, 2024 (the “Offer Letter”) providing the following compensation arrangements:

There are no family relationships between Mr. Kivits and the Company’s directors and executive officers, no arrangements or understandings between Mr. Kivits and any other person requiring disclosure under Item 401(b) of Regulation S-K, and no transactions with related persons requiring disclosure under Item 404(a) of Regulation S-K.

Effective on the Start Date, Dustin Semach will cease to hold the title of Interim Co-President and Co-Chief Executive Officer.  He will then serve as the Company’s President and Chief Financial Officer.

In connection with his promotion to President and to further encourage his continued employment with the Company, Mr. Semach entered into a letter agreement with the Company on June 11, 2024 (the “Semach Letter”) providing the following compensation adjustments and retention awards:

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Cash Retention Award.  Mr. Chammas will receive a retention bonus in the gross amount of $1,000,000 on the first anniversary of the Start Date if Mr. Chammas remains employed with the Company in good standing through that date.  Mr. Chammas will also receive payment of the cash retention bonus if, before the first anniversary of the Start Date, his employment is terminated by the Company without “Cause” or if he resigns for “Good Reason” (as those terms are defined in the Executive Severance Plan), in either case subject to the requirements to receive severance under of the Executive Severance Plan.  His right to the cash retention bonus will be forfeited in case of any other termination of employment before the first anniversary of the Start Date.

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RSU Retention Award.  Mr. Chammas will be granted an RSU award on or about August 15, 2024 with a grant date value of $1,000,000, conditioned on the cancellation of the ESG PSU award previously granted on February 21, 2023.  The RSUs will vest in full on the first anniversary of the grant date, subject to his continued employment through the vesting date.  The RSUs will include vesting provisions in case of death, disability, or involuntary termination of employment following a change in control of the Company consistent with the Company’s standard form of RSU award agreement.

The foregoing summaries of the terms and conditions of the Offer Letter, Chammas Letter, and Semach Letter are not a complete discussion of the documents. Accordingly, the foregoing is qualified in its entirety by reference to the full text of the Offer Letter, the Chammas Letter, and the Semach Letter included as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K, which are each incorporated herein by reference.

 

On June 13, 2024, the Company issued a press release announcing the events described above. The press release, furnished as Exhibit 99.1 to this report, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

 

(d)  Exhibits.

 

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.

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