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 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, underscoring ongoing commitment to ESG leadership.

Voting matters and shareholder proposals

• Four main proposals: election of three Class III directors, ratification of KPMG LLP as auditor, advisory vote on executive compensation, and approval of share issuance to Amazon.com NV Investment Holdings LLC.

• Board unanimously recommends voting FOR all proposals.

• Shareholder approval of Amazon warrant shares is required under NYSE rules due to potential for more than 20% ownership.

Board of directors and corporate governance

• Board is classified into three staggered classes; current nominees for Class III are Omar Asali, Pam El, and Salil Seshadri.

• Board has ten seats, with seven directors qualifying as independent under NYSE guidelines.

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

• Board diversity includes gender, tenure, and racial/ethnic representation; regular assessment of diversity and skills.

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