8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 Date of Report (Date of earliest event reported): October 7, 2022

 SEALED AIR CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware	1-12139	65-0654331
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2415 Cascade Pointe Boulevard
Charlotte	North Carolina	28208
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (980)-221-3235

Not Applicable

(Former Name or Former Address, If Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, par value $0.10 per share	SEE	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 7, 2022, Christopher J. Stephens, Jr. notified Sealed Air Corporation (the “Company”) of his intention to retire from his position as the Company’s Senior Vice President and Chief Financial Officer. It is expected that Mr. Stephens will continue to serve in his current role until a successor is appointed. The Company has commenced an external search for its next Chief Financial Officer, with both internal and external candidates being considered.

A copy of the Company’s press release relating to this matter is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release issued by Sealed Air Corporation dated October 11, 2022.
104	Cover Page Interactive Data File (formatted as Inline XBRL and embedded within document)

SIGNATURE

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.

	SEALED AIR CORPORATION
	By:	/s/ Angel Shelton Willis
	Name:	Angel Shelton Willis
	Title:	Vice President, General Counsel and Secretary
		(Duly Authorized Officer)
Date: October 11, 2022

EX-99.1

Exhibit 99.1

SEE Announces Retirement of CFO Christopher J. Stephens

Stephens to remain in role until successor named to ensure a successful transition

CHARLOTTE, N.C., October 11, 2022 – SEE (NYSE: SEE) today announced that Christopher J. Stephens, SEE’s Senior Vice President and Chief Financial Officer, has informed the Company of his intent to retire.

Stephens will continue in his role as Senior Vice President and Chief Financial Officer until a successor is in place to ensure a seamless and successful transition of responsibilities. The Company has retained a leading executive search firm to assist in conducting a comprehensive search process to identify Stephens’ successor, with both internal and external candidates being considered.

“Chris has played an instrumental role in the development of our SEE Operating Model and ongoing transformation to become a world-class digitally-driven company automating sustainable packaging solutions,” said SEE President and Chief Executive Officer Ted Doheny. “Our entire team wishes Chris all the best as he and his family move into the next phase of their life after a long and successful career. I appreciate his full support as we initiate a search for his successor.”

“I want to thank Chris for his contributions and collaboration with the Audit Committee and Board,” said Chairman of the Board Henry Keizer. “He has continuously strengthened SEE’s financial organization, and on behalf of the Board, I wish him a great retirement.”

Stephens added, “I could not be more proud of everything the Company has accomplished over the last couple of years. We have an extremely strong finance team and SEE is well-positioned for its next phase of growth and success guided by a clear strategy. I remain a tremendous supporter of the Company, its leadership and direction. While I look forward to my retirement, I am committed to SEE and continuing my full involvement until a successor has been identified to ensure a smooth transition.”

About SEE

Sealed Air (NYSE: SEE) is in business to protect, solve critical packaging challenges, and make our world better than we find it. Our automated packaging solutions promote a safer, more resilient, and less wasteful global food supply chain, enable e-commerce, and protect goods transported worldwide.

Our globally recognized brands include CRYOVAC® brand food packaging, SEALED AIR® brand protective packaging, AUTOBAG® brand automated systems, BUBBLE WRAP® brand packaging, SEEAutomation™ solutions and prismiq™ smart packaging and digital printing.

SEE’s Operating Model, together with our industry-leading expertise in materials, engineering and technology, create value through more sustainable, automated, and digitally connected packaging solutions.

We are leading the packaging industry in creating a more environmentally, socially, and economically sustainable future and havepledgedto design or advance 100% of our packaging materials to be recyclable or reusable by 2025, with abolder goalto reach net-zero carbon emissions in our global operations by 2040. Our Global Impact Report highlights how we are shaping the future of the packaging industry. We are committed to a diverse workforce and caring, inclusive culture through our2025 Diversity, Equity and Inclusion pledge.

SEE generated $5.5 billion in sales in 2021 and has approximately 16,500 employees who serve customers in 114 countries/territories. To learn more, visitsealedair.com.

Website Information

We routinely post important information for investors on our website, sealedair.com, in the Investors section. We use this website as a means of disclosing material, non-public information and for complying with our disclosure obligations under Regulation FD. Accordingly, investors should monitor the Investors section of our website, in addition to following our press releases, SEC filings, public conference calls, presentations and webcasts. The information contained on, or that may be accessed through, our website is not incorporated by reference into, and is not a part of, this document.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 concerning our business, consolidated financial condition and results of operations. Forward-looking statements are subject to risks and uncertainties, many of which are

Sealed Air | 2415 Cascade Pointe Blvd. | Charlotte, NC 28208

Exhibit 99.1

outside our control, which could cause actual results to differ materially from these statements. Therefore, you should not rely on any of these forward-looking statements. Forward-looking statements can be identified by such words as “anticipate,” “believe,” “plan,” “assume,” “could,” “should,” “estimate,” “expect,” “intend,” “potential,” “seek,” “predict,” “may,” “will” and similar references to future periods. All statements other than statements of historical facts included in this press release regarding our strategies, prospects, financial condition, operations, costs, plans and objectives are forward-looking statements. Examples of forward-looking statements include, among others, statements we make regarding expected future operating results, expectations regarding the results of restructuring and other programs, anticipated levels of capital expenditures and expectations of the effect on our financial condition of claims, litigation, environmental costs, contingent liabilities and governmental and regulatory investigations and proceedings. The following are important factors that we believe could cause actual results to differ materially from those in our forward-looking statements: global economic and political conditions, currency translation and devaluation effects, changes in raw material pricing and availability, competitive conditions, the success of new product offerings, consumer preferences, the effects of animal and food-related health issues, the effects of epidemics or pandemics, including the Coronavirus Disease 2019, negative impacts related to the ongoing conflicts between Russia and Ukraine and related sanctions, export restrictions and other counteractions thereto, changes in energy costs, environmental matters, the success of our restructuring activities, the success of our merger, acquisition and equity investment strategies, the success of our financial growth, profitability, cash generation and manufacturing strategies and our cost reduction and productivity efforts, changes in our credit ratings, the tax benefit associated with the Settlement agreement (as defined in our most recent Annual Report on Form 10-K), regulatory actions and legal matters, and the other information referenced in the “Risk Factors” section appearing in our most recent Annual Report on Form 10-K, as filed with the Securities and Exchange Commission, and as revised and updated by our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Any forward-looking statement made by us is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

Company Contacts

Investors

Brian Sullivan

Brian.c.sullivan@sealedair.com

704.503.8841

Media

Christina Griffin

Christina.griffin@sealedair.com

704.430.5742

Sealed Air | 2415 Cascade Pointe Blvd. | Charlotte, NC 28208

XML

Cover Cover	Oct. 07, 2022
Cover [Abstract]
Document Type	8-K
Document Period Start Date	Oct. 07, 2022
Entity Incorporation, State or Country Code	DE
Entity File Number	1-12139
Entity Tax Identification Number	65-0654331
Entity Address, Address Line One	2415 Cascade Pointe Boulevard
Entity Address, City or Town	Charlotte
Entity Address, State or Province	NC
Entity Address, Postal Zip Code	28208
City Area Code	980
Local Phone Number	221-3235
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.10 per share
Trading Symbol	SEE
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001012100
Entity Registrant Name	SEALED AIR CORP/DE
Amendment Flag	false