Ranpak (PACK) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 22, 2025, to be held virtually, with voting on key proposals including director elections, auditor ratification, executive compensation, and approval of share issuance related to a warrant for Amazon.com NV Investment Holdings LLC.

• 2024 marked significant progress: success with enterprise accounts, automation, opening of Malaysia facility, deleveraging, and reduced capex.

• 2024 Sustainability and Impact Report to be released, highlighting ongoing ESG commitments.

Voting matters and shareholder proposals

• Four main proposals: election of three Class III directors for three-year terms, ratification of KPMG LLP as independent auditor for 2025, non-binding advisory vote on executive compensation, and approval of share issuance upon Amazon warrant exercise.

• Board unanimously recommends voting FOR all proposals.

• Voting available online, by phone, or mail; record date is March 28, 2025.

Board of directors and corporate governance

• Board divided into three classes with staggered three-year terms; current nominees are Omar Asali, Pam El, and Salil Seshadri.

• Seven of ten directors are independent per NYSE guidelines.

• Board committees (Audit, Compensation, Nominating/Sustainability/Governance) are fully independent.

• Board diversity includes gender, tenure, and racial/ethnic representation.

• Board leadership combines CEO/Chairman role with independent committee chairs and regular executive sessions.