Packaging Corporation of America (PKG) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held on May 7, 2025, to elect ten directors, ratify KPMG LLP as auditor, and hold a non-binding vote on executive compensation.

• All proxy materials are available online, and shareholders are encouraged to vote electronically or by mail.

• Only shareholders of record as of March 14, 2025, are entitled to vote.

Voting matters and shareholder proposals

• Shareholders will vote on electing ten directors for one-year terms, ratifying KPMG LLP as auditor, and approving executive compensation on an advisory basis.

• Proxy access allows groups holding 3%+ of shares for three years to nominate up to 20% of the board.

• Shareholder proposals for the 2026 meeting must be received by November 28, 2025.

Board of directors and corporate governance

• The board consists of ten directors, eight of whom are independent.

• The board met four times in 2024; all directors attended at least 75% of meetings.

• The board combines the roles of Chairman and CEO, with a lead independent director to ensure strong governance.

• Committees include nominating and governance, compensation, audit, and sustainability, all composed of independent directors.

• Board diversity is considered in recruitment, though no specific quotas are set.