reyn-8k_20210526.htm

 

 

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 26, 2021 (May 25, 2021)

 

REYNOLDS CONSUMER PRODUCTS INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

Delaware

 

001-39205

 

45-3464426

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

1900 W. Field Court

Lake Forest, Illinois

 

60045

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (800) 879-5067

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 (see General Instruction A.2. below):

 

 

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

Common Stock, $0.001 Par Value

 

REYN

 

The Nasdaq Stock Market LLC

 

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

Reynolds Consumer Products Inc. (the “Company”) held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”) on May 25, 2021. Set forth below are the final voting results for each of the proposals submitted to a vote of the stockholders.

Proposal 1. Election of Directors

The Company’s stockholders elected each of the following directors as a Class I director to serve until the Company’s 2024 Annual Meeting. The results of the voting were as follows:

 

Director Nominee

 

Votes For

 

 

Votes Withheld

 

 

Broker Non-Votes

 

Thomas Degnan

 

 

171,027,866

 

 

 

34,883,128

 

 

 

1,465,289

 

Helen Golding

 

 

185,800,956

 

 

 

20,110,038

 

 

 

1,465,289

 

Allen Hugli

 

 

185,837,140

 

 

 

20,073,854

 

 

 

1,465,289

 

 

Proposal 2. Ratification of Appointment of Independent Registered Public Accounting Firm

The Company’s stockholders approved the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021. The results of the voting were as follows:

 

Votes For

 

 

Votes Against

 

 

Abstentions

 

 

207,237,189

 

 

 

132,856

 

 

 

6,238

 

Proposal 3. Advisory Vote to Approve the Compensation of the Named Executive Officers

The Company’s stockholders approved the advisory vote to approve the compensation of the named executive officers. The results of the voting were as follows:

 

Votes For

 

 

Votes Against

 

 

Abstentions

 

 

Broker Non-Votes

 

 

204,014,564

 

 

 

1,862,263

 

 

 

34,167

 

 

 

1,465,289

 

 

Proposal 4. Advisory Vote to Determine the Frequency of Future Advisory Votes on Executive Compensation

The Company’s stockholders approved the advisory vote to determine the frequency of future advisory votes on executive compensation. The results of the voting were as follows:

 

Say-on-Pay Frequency Votes

 

Votes For

 

One Year

 

 

205,769,993

 

Two Years

 

 

50,960

 

Three Years

 

 

76,504

 

Abstentions

 

 

13,537

 

Broker Non-Votes

 

 

1,465,289

 

 

 


 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: May 26, 2021

 

 

 

 

 

 

 

 

 

 

 

REYNOLDS CONSUMER PRODUCTS INC.

 

 

 

 

 

 

 

By:

 

/s/ David Watson

 

 

 

 

David Watson

 

 

 

 

General Counsel and Secretary