SEALED AIR CORPORATION - FORM 8-K


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 17, 2012


SEALED AIR CORPORATION

(Exact Name of Registrant as Specified in its Charter)


Delaware

 

1-12139

 

65-0654331

(State or Other
Jurisdiction of Incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)


200 Riverfront Boulevard

  

Elmwood Park, New Jersey

 

07407

(Address of Principal Executive Offices)

 

(Zip Code)


Registrant’s telephone number, including area code: 201-791-7600


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:


 

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))






Item 5.07  Submission of Matters to a Vote of Security Holders.


On May 17, 2012, Sealed Air Corporation held its annual meeting of stockholders. The holders of a total of 166,433,274 shares of our common stock were present in person or by proxy at the annual meeting, representing approximately 85.79% of the voting power entitled to vote at the annual meeting. Each share of common stock was entitled to one vote on each matter before the meeting. The matters considered and voted on by the stockholders at the annual meeting and the vote of the stockholders were as follows:


1.            The stockholders elected the entire board of directors, each of whom holds office until a successor is elected and qualified or until his or her earlier resignation or removal, by the following votes:


 


Nominee

For

Against

Abstain

1.

Hank Brown

136,856,177

16,760,737

147,407

2.

Michael Chu

138,624,965

14,994,293

145,063

3.

Lawrence R. Codey

138,105,673

15,523,655

134,993

4.

Patrick Duff

138,887,802

14,740,040

136,479

5.

T. J. Dermot Dunphy

137,284,969

16,382,136

97,216

6.

William V. Hickey

137,289,996

16,336,693

137,632

7.

Jacqueline B. Kosecoff

138,421,548

15,209,454

133,319

8.

Kenneth P. Manning

116,403,399

37,232,967

127,955

9.

William J. Marino

139,974,834

13,674,516

114,971

10.

Richard L. Wambold

152,379,164

1,252,702

132,455

11.

Jerry R. Whitaker

152,552,108

1,097,017

115,196




2.            The stockholders approved, on a non-binding advisory basis, the executive compensation as disclosed in the proxy statement by the following vote:



For

Against

Abstain

Approval of Executive Compensation

150,996,064

2,348,382

419,875




3.            The stockholders ratified the appointment of KPMG LLP as our independent auditor for the fiscal year ending December 31, 2012 by the following vote:



For

Against

Abstain

Broker Non-Votes

Ratification of Appointment of KPMG

162,043,100

4,217,020

173,154

0






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.


 

SEALED AIR CORPORATION

   
   
 

By:

/s/ H. Katherine White

 

Name:

H. Katherine White

 

Title:

Vice President

   

Dated: May 18, 2012