{"url_path":"/sec/cik-0001012100/8-k/2026-02-25/item-5-07","section_key":"item-5-07","section_title":"Item 5.07 Submission of Matters to a Vote of Security Holders.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-02-25","source_url":"https://www.sec.gov/Archives/edgar/data/1012100/0001193125-26-072021-index.html","accession_number":"0001193125-26-072021","cik":"0001012100","ticker":null,"issuer_name":"SEALED AIR CORP/DE","edgar_url":"https://www.sec.gov/Archives/edgar/data/1012100/0001193125-26-072021-index.html","primary_entity_key":"0001012100","primary_entity_name":"SEALED AIR CORP/DE"},"word_count":440,"has_tables":true,"body_markdown":"Item 5.07\n\nSubmission of Matters to a Vote of Security Holders.\n\nOn February 25, 2026, Sealed Air Corporation (the “Company”) held a special meeting of stockholders (the “Special Meeting”) to consider certain proposals related to the Agreement and Plan of Merger, dated as of November 16, 2025 (as amended, modified, supplemented or waived from time to time, the “Merger Agreement”), by and among Sword Purchaser, LLC, a Delaware limited liability company that is affiliated with Clayton, Dubilier & Rice, LLC (“Parent”), Sword Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and the Company, pursuant to which, subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub will merge with and into the Company and the separate corporate existence of Merger Sub will cease, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent.\n\nHolders of the Company’s common stock (the “Company Common Stock”) as of the close of business on January 16, 2026 (the “Record Date”), were entitled to vote at the Special Meeting. As of the Record Date, there were 147,271,147 shares of Company Common Stock outstanding. Each share of Company Common Stock was entitled to one vote on each proposal. A quorum, representing holders of 115,910,678 shares of Company Common Stock, or 78.70% of the outstanding shares of Company Common Stock as of the Record Date, was present or represented by proxy at the Special Meeting.\n\nSet forth below is a brief description of each matter submitted to a vote of the Company’s stockholders at the Special Meeting:\n\n \n\n \n1.\n\nProposal 1: A proposal to adopt the Merger Agreement (the “Merger Proposal”); and\n\n \n\n \n2.\n\nProposal 2: A proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement (the “Compensation Proposal”).\n\nThe proposals are described further in the Company’s proxy statement filed on January 23, 2026, with the United States Securities and Exchange Commission (the “Proxy Statement”).\n\nThe Company’s inspector of elections certified the following vote tabulations.\n\nProposal No. 1: The Merger Proposal\n\nThe Merger Proposal was approved based upon the following votes:\n\n \n\nFor\n\n \n\nAgainst\n\n \n\nAbstain\n\n114,636,120\n \n1,063,721\n \n210,837\n\nProposal No. 2: The Compensation Proposal\n\nThe Compensation Proposal was approved based upon the following votes:\n\n \n\nFor\n\n \n\nAgainst\n\n \n\nAbstain\n\n111,927,877\n \n3,539,301\n \n443,500\n\nBecause the Company’s stockholders approved the Merger Proposal, a vote on the proposal to adjourn the Special Meeting, as described in the Proxy Statement, was not called during the Special Meeting."}