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): May 1, 2009
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PACTIV CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
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(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 8.01. Other Events.
In the Company's proxy statement dated April 1, 2009 (for its May 15, 2009,
Annual Meeting of Shareholders), the Company disclosed that, in connection with
the retirement of Andrew A. Campbell, the Company's Chief Financial Officer, on
July 1, 2008, Mr. Campbell's years of service under the Company's Supplemental
Executive Retirement Plan was increased so that his total years of service would
be ten years. The Company wishes to clarify and expand such disclosure.
The increase in Mr. Campbell's years of service was an increase in his
years of vesting service only and not his years of benefit service. Mr.
Campbell's benefit amount was calculated based on his actual years of service.
Granting the additional years for vesting service allowed Mr. Campbell to be
eligible for early retirement so his benefits would not be reduced as a result
of his retirement before age 65. This had a cost to the Company of approximately
$134,000 ($85,000 after tax). The Company's Compensation/Nominating/Governance
Committee approved this benefit for Mr. Campbell after considering all of the
circumstances related to Mr. Campbell's retirement. First, Mr. Campbell had a
severance agreement that provided that if his employment was terminated for any
reason other than cause, he would be granted severance equal to two years' base
salary and targeted annual incentive, which would have been significantly more
than the cost of granting him the additional vesting credit, but as part of Mr.
Campbell's retirement package, it was agreed that no severance would be paid.
Second, the cost savings to the Company of Mr. Campbell taking early retirement
exceeded the cost of granting him the additional vesting credit so that he could
take early retirement.
SIGNATURES
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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 1, 2009
PACTIV CORPORATION
By: /s/ Joseph E. Doyle
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Joseph E. Doyle
Vice President and General Counsel