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
November 22, 2022
(Date of Report, Date of earliest event reported)
RANPAK HOLDINGS CORP.
(Exact name of registrant as specified in its charter)
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Delaware | 001-38348 | 98-1377160 |
(State or other jurisdiction of | (Commission File Number) | (I.R.S. Employer |
incorporation) | | Identification No.) |
7990 Auburn Road
Concord Township, Ohio 44077
(Address of principal executive offices) (Zip Code)
(440) 354-4445
(Registrant’s telephone number, including area code)
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):
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☐ | 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:
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Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Class A Common Stock, par value $0.0001 per share | PACK | New York Stock Exchange |
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).
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. ☐
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Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Effective November 30, 2022, Michael A. Jones is stepping down from his role as Vice Chairman and Managing Director, North America. Mr. Jones will continue to serve as a non-employee member of the board of directors. In connection with his change in role, Mr. Jones and Ranpak Holdings Corp. (“the Company”) agreed to a separation and release of claims agreement. The separation and release of claims agreement provides that in connection with Mr. Jones’ change in role, his outstanding annual equity awards will continue to vest under the terms of the 2019 Omnibus Incentive Plan and the applicable award agreements. Notwithstanding Mr. Jones’ continued service as a non-employee director, his special long-term performance restricted stock units that were granted pursuant to an award agreement dated as of March 3, 2020 will be forfeited for no consideration as of November 30, 2022. The Company has commenced a search process to identify a candidate to succeed Mr. Jones as Managing Director, North America.
The foregoing description of the separation agreement with Mr. Jones contained herein does not purport to be complete and is qualified in its entirety by reference to the complete text of the agreement which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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.
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| | | RANPAK HOLDINGS CORP. |
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Date: | November 29, 2022 | | By: | /s/ William Drew |
| | | | William Drew |
| | | | Senior Vice President and Chief Financial Officer |
