UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders
On May 2, 2025, Smurfit Westrock plc (the “Company”) held its 2025 annual general meeting of shareholders (the “Annual General Meeting”). The Company’s shareholders voted to approve the election of each director nominee named in proposal 1, approved each of proposals 2, and 4 through 7 considered at the Annual General Meeting and cast majority of the votes in support of “ONE YEAR” with respect to proposal 3. The following chart sets forth the number and percentage of votes cast for and against, and the number of abstention votes and broker non-votes, with respect to each proposal voted upon by the Company’s shareholders (proposal numbers correspond to the proposal numbers used in the Company’s definitive proxy statement for the Annual General Meeting, filed with the Securities and Exchange Commission on March 19, 2025):
| Proposals | For | Against | Abstain | Broker Non-Votes | ||||||||||
| 1. | Elect the following director nominees to the Board of Directors: | |||||||||||||
| Irial Finan | 426,224,615 | 99.52% | 2,050,015 | 0.48% | 100,354 | 15,444,618 | ||||||||
| Anthony Smurfit | 424,764,545 | 99.18% | 3,520,766 | 0.82% | 89,673 | 15,444,618 | ||||||||
| Ken Bowles | 421,974,769 | 98.53% | 6,307,915 | 1.47% | 92,300 | 15,444,618 | ||||||||
| Colleen F. Arnold | 426,524,570 | 99.59% | 1,762,063 | 0.41% | 88,351 | 15,444,618 | ||||||||
| Timothy J. Bernlohr | 426,282,679 | 99.53% | 1,995,075 | 0.47% | 97,230 | 15,444,618 | ||||||||
| Carole L. Brown | 427,293,815 | 99.77% | 981,702 | 0.23% | 99,467 | 15,444,618 | ||||||||
| Terrell K. Crews | 420,393,081 | 98.16% | 7,875,698 | 1.84% | 106,205 | 15,444,618 | ||||||||
| Carol Fairweather | 427,315,210 | 99.77% | 970,482 | 0.23% | 89,292 | 15,444,618 | ||||||||
| Mary Lynn Ferguson-McHugh | 427,284,553 | 99.77% | 994,916 | 0.23% | 95,515 | 15,444,618 | ||||||||
| Suzan F. Harrison | 427,118,383 | 99.73% | 1,151,941 | 0.27% | 104,660 | 15,444,618 | ||||||||
| Kaisa Hietala | 425,274,029 | 99.30% | 3,003,830 | 0.70% | 97,125 | 15,444,618 | ||||||||
| Lourdes Melgar | 426,486,507 | 99.58% | 1,784,491 | 0.42% | 103,986 | 15,444,618 | ||||||||
| Jørgen Buhl Rasmussen | 427,329,098 | 99.78% | 949,554 | 0.22% | 96,332 | 15,444,618 | ||||||||
| Alan D. Wilson | 426,944,842 | 99.69% | 1,335,793 | 0.31% | 94,349 | 15,444,618 | ||||||||
| 2. | Approve, in a non-binding, advisory vote, the compensation of the Company’s named executive officers. | 407,878,831 | 95.32% | 20,047,502 | 4.68% | 448,651 | 15,444,618 | |||||||
| One Year | Two Years | Three Years | Abstain | Broker Non-Votes | ||||||||||||||||||||||||||||||
| 3. | Approve, in a non-binding, advisory vote, the frequency of future non-binding, advisory votes to approve named executive officer compensation. | 414,315,039 | 98.73% | 107,942 | 0.03% | 5,205,525 | 1.24% | 8,746,478 | 15,444,618 | |||||||||||||||||||||||||
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 4(a). | Ratify, in a non-binding vote, the appointment of KPMG as the Company’s independent registered public accounting firm and statutory auditor under Irish law for the fiscal year ended December 31, 2025. | 443,176,626 | 99.93% | 302,353 | 0.07% | 340,623 | — | |||||||
| 4(b). | Authorize, in a binding vote, the Audit Committee of the Board of Directors to determine the remuneration of KPMG as the Company’s statutory auditor under Irish law. | 440,542,428 | 99.30% | 3,089,620 | 0.70% | 187,554 | — | |||||||
| 5. | Grant the Board of Directors the authority to issue shares under Irish law. | 434,775,985 | 98.01% | 8,820,798 | 1.99% | 222,819 | — | |||||||
| 6. | Grant the Board of Directors the authority to opt-out of statutory pre-emption rights under Irish law. | 388,125,055 | 87.51% | 55,377,764 | 12.49% | 316,783 | — | |||||||
| 7. | Determine the price range at which the Company can re-issue shares that it holds as treasury shares under Irish law. | 441,490,241 | 99.55% | 1,992,056 | 0.45% | 337,305 | — | |||||||
In light of the voting results with respect to the frequency of future non-binding, advisory shareholder votes to approve named executive officer compensation, the Board of Directors has decided that the Company will hold an annual advisory vote to approve the compensation of named executive officers until the next required vote on the frequency of future non-binding, advisory shareholder votes to approve named executive officer compensation. The Company is required to hold votes on frequency every six years.
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.
| Smurfit Westrock plc | ||
| /s/ Ken Bowles | ||
| Name: | Ken Bowles | |
| Title: | Executive Vice President & Group Chief Financial Officer | |
Date: May 2, 2025