UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 10, 2019, Packaging Corporation of America’s (“PCA”) board of directors elected Donna A. Harman to its board of directors for a term that will expire at PCA’s 2020 Annual Meeting of Stockholders. Ms. Harman, age 60, is the former president of the American Forest and Paper Association (the “Association”), the national trade association of the paper and wood products industry, and served in such role from 2007 until her retirement earlier this year. The board of directors expects to determine the committee(s) on which she will serve at its regularly scheduled meeting to be held in February 2020. PCA is a member of the Association and made payments to the Association of approximately $1.2 million in 2018, substantially all of which was for membership dues.
Ms. Harman will receive PCA’s standard compensation for outside directors, which includes annual cash compensation of $165,000 (paid in quarterly installments) and an annual equity award of $70,000, which is made on the date of the Annual Meeting of Stockholders and which is prorated for directors who are elected during the year. Pursuant to such compensation arrangement, Ms. Harman was awarded 314 shares of PCA common stock on December 10, 2019, which is the prorated equity compensation for 2019-20.
SIGNATURES
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.
| PACKAGING CORPORATION OF AMERICA | ||||||
| Dated: December 13, 2019 |
By: |
/s/ Kent A. Pflederer | ||||
| Name: Kent A. Pflederer | ||||||
| Title: Senior Vice President, General Counsel and Secretary | ||||||