SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): November 9, 2006
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PACTIV CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
1-15157 36-2552989
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(Commission File Number) (IRS Employer Identification No)
1900 West Field Court, Lake Forest, Illinois 60045
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (847) 482-2000
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
On November 9, 2006, the Board of Directors of Pactiv Corporation (the
"Corporation"), upon the recommendation of the
Compensation/Nominating/Governance ("C/N/G") Committee of the Board, approved
and adopted amendments to Article II, Section 1 of the Corporation's Bylaws to
change the voting standard for the election of directors from a plurality to a
majority voting standard in uncontested elections.
o Under the new majority voting standard, a nominee for director shall
be elected if the votes cast for such director exceed 50% of the
number of votes cast with respect to that director's election.
Directors will be elected by a plurality voting standard if (i) number
of nominees exceeds the number of directors to be elected, or (ii) a
stockholder has provided the Corporation notice of a nominee for
director in accordance with the advance notice provisions in the
Bylaws and such nomination is withdrawn after the printing date of the
Corporation's proxy statement, if any, for such meeting.
o If an incumbent director is not elected, the director shall promptly
tender his or her resignation to the Board. The C/N/G Committee will
make a recommendation to the Board on whether to accept or reject the
resignation, or whether other action should be taken. The Board will
accept such resignation unless the Board determines there is a
compelling reason not to do so. The Board will publicly disclose its
decision and the rationale behind its decision within 90 days from the
date of the certification of the election results. Any director who
tenders his or her resignation pursuant to this provision shall not
participate in the C/N/G Committee's recommendation or the Board
action regarding whether to accept the tendered resignation, except
that (i) if each member of the C/N/G Committee was required to tender
his or her resignation, the Board shall directly consider such
resignations without a recommendation from the C/N/G Committee, and
(ii) if all of the directors were required to tender their
resignations, then all directors may participate in the decision
whether to accept such resignations.
o Other changes to the Bylaws to implement the change to a majority
voting standard were also made.
The amendments to Bylaws are effective November 9, 2006. The Corporation's
Amended and Restated Bylaws are attached hereto as Exhibit 3.1.