UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K
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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 27, 2023 (April 26, 2023 )
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(Exact Name of Registrant as Specified in its Charter)
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(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
| (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)
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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 | ||||||||||||
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 o
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. o
Item 5.07. Submission of Matters to a Vote of Security Holders
Reynolds Consumer Products Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”) on April 26, 2023. 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 2026 Annual Meeting. The results of the voting were as follows:
| Director Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||||||||||||||||||||||||||||||||||
| Marla Gottschalk | 200,859,761 | 5,770,300 | 1,615,779 | |||||||||||||||||||||||||||||||||||
| Lance Mitchell | 190,568,443 | 16,061,618 | 1,615,779 | |||||||||||||||||||||||||||||||||||
| Richard Noll | 173,680,899 | 32,949,162 | 1,615,779 | |||||||||||||||||||||||||||||||||||
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, 2023. The results of the voting were as follows:
| Votes For | Votes Against | Abstentions | ||||||||||||||||||||||||||||||
| 208,068,520 | 120,384 | 56,936 | ||||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||||||||||||||
| 205,362,883 | 1,191,575 | 75,603 | 1,615,779 | |||||||||||||||||||||||||||||||||||||||||
Item 9.01. Financial Statements and Exhibits
(d)Exhibits
| Exhibit No. | Description | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: April 27, 2023 | ||||||||
| REYNOLDS CONSUMER PRODUCTS INC. | ||||||||
| By: | /s/ David Watson | |||||||
| David Watson | ||||||||
| General Counsel and Secretary | ||||||||