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 8, 2012

 

 

Packaging Corporation of America

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		1-15399		36-4277050
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1900 West Field Court, Lake Forest, Illinois 60045

(Address of Principal Executive Offices, including Zip Code)

(847) 482-3000

(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))

 

 

 

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

On May 8, 2012, Packaging Corporation of America held its Annual Meeting of Stockholders, at which the following proposals were voted upon:

 

(a)	Election of Directors. Each of the following directors was elected to serve through the 2013 Annual Meeting of Stockholders. Votes for, votes withheld, and broker non-votes, by nominee, were as follows:

 

Nominee		For				Withheld				Broker Non-Votes
Paul T. Stecko			87,094,061				902,059				4,188,905
Mark W. Kowlzan			87,855,966				140,154				4,188,905
Cheryl K. Beebe			87,894,384				101,736				4,188,905
Hasan Jameel			87,891,580				104,540				4,188,905
Robert C. Lyons			87,893,941				102,179				4,188,905
Samuel M. Mencoff			83,796,454				4,199,666				4,188,905
Roger B. Porter			83,759,587				4,236,533				4,188,905
Thomas S. Souleles			84,260,350				3,735,770				4,188,905
James D. Woodrum			84,352,740				3,643,380				4,188,905

 

(b)	The stockholders approved our executive compensation on a non-binding advisory basis. The voting results were as follows: 68,849,134 votes for; 18,719,964 votes against; 427,022 abstentions; and 4,188,905 broker non-votes.

 

(c)	The stockholders ratified the audit committee’s appointment of Ernst & Young LLP as the independent registered public accounting firm for the year ending December 31, 2012. The voting results were as follows: 91,462,300 votes for; 689,934 votes against; and 32,791 abstentions.

Item 7.01. Regulation FD Disclosure.

The following information, including the exhibit described below, shall not be deemed “filed” hereunder for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Exchange Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

On May 10, 2012, Packaging Corporation of America announced that its Board of Directors had approved a regular quarterly cash dividend of $0.25 per share on its common stock. The quarterly dividend will be paid on July 13, 2012 to shareholders of record as of June 15, 2012. The press release is furnished as Exhibit 99.1 to this report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

 

(D)

Exhibits

 

99.1

Press Release dated May 10, 2012.

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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.

 

Date: May 11, 2012