8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): April 25, 2024 (April 24, 2024)

_______________________________________________

REYNOLDS CONSUMER PRODUCTS INC.

(Exact Name of Registrant as Specified in its Charter)

_______________________________________________

Delaware	001-39205	45-3464426
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1900 W. Field Court Lake Forest, Illinois	60045
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (800) 879-5067

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 (see General Instruction A.2. below):

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

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

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

o 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, $0.001 Par Value	REYN	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  o

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.  o

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

As further described below in Item 5.07 of this Current Report on Form 8-K, on April 24, 2024, at the Annual Meeting of Stockholders of Reynolds Consumer Products Inc. (the “Company”), the Company’s stockholders approved an amendment (the “Exculpation Amendment”) to the Company’s Amended and Restated Certificate of Incorporation to allow for exculpation of the Company’s officers from liability in specific circumstances. On April 24, 2024, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation that sets forth the Exculpation Amendment (the “Certificate of Amendment”).

A description of the Exculpation Amendment is set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 12, 2024 (the “Proxy Statement”) in the section entitled “Proposal 2 - Approval of an Amendment to our Amended and Restated Certificate of Incorporation to Allow for Exculpation of Officers as Permitted by Delaware Law.” The foregoing description of the Exculpation Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders

The Company held its Annual Meeting of Stockholders (the “Annual Meeting”) on April 24, 2024. Set forth below are the final voting results for each of the proposals submitted to a vote of the stockholders at the Annual Meeting.

Proposal 1. Election of Directors

The Company’s stockholders elected each of the following directors as a Class I director to serve until the Company’s 2027 Annual Meeting. The results of the voting were as follows:    

Director Nominee	Votes For		Votes Withheld		Broker Non-Votes
Helen Golding		166,433,427		39,045,421		2,139,349
Allen P. Hugli		180,283,218		25,195,630		2,139,349
Christine Montenegro McGrath		205,146,864		331,984		2,139,349

Proposal 2. Approval of an Amendment to the Company’s Amended and Restated Certificate of Incorporation to Allow for Exculpation of Officers as permitted by Delaware Law

The Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to allow for exculpation of officers as permitted by Delaware law. The results of the voting were as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
	168,582,098		36,871,594		25,156		2,139,349

Proposal 3. Ratification of Appointment of Independent Registered Public Accounting Firm

The Company’s stockholders approved the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The results of the voting were as follows:

Votes For		Votes Against		Abstentions
	207,330,003		277,269		10,925

Proposal 4. Advisory Vote to Approve the Compensation of the Named Executive Officers

The Company’s stockholders approved the advisory vote to approve the compensation of the named executive officers. The results of the voting were as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
	204,410,195		1,045,518		23,135		2,139,349

Item 9.01. Financial Statements and Exhibits

(d)Exhibits

Exhibit No.	Description
3.1	Certificate of Amendment to Amended and Restated Certificate of Incorporation of Reynolds Consumer Products Inc.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 25, 2024
	REYNOLDS CONSUMER PRODUCTS INC.
	By:	/s/ David Watson
		David Watson
		General Counsel and Secretary

EX-3.1

Exhibit 3.1

CERTIFICATE OF AMENDMENT

OF THE

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

REYNOLDS CONSUMER PRODUCTS INC.

Reynolds Consumer Products Inc. (the “Company”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (“DGCL”), DOES HEREBY CERTIFY:

1.This Certificate of Amendment (the “Certificate of Amendment”) amends the Amended and Restated Certificate of Incorporation of the Company (the “Amended and Restated Certificate of Incorporation”) filed with the Secretary of State of the State of Delaware effective February 4, 2020, and the amendment has been duly adopted the Board of Directors of the Company at a meeting held on January 25, 2024,  in accordance with Sections 141 and 242 of the DGCL and by the stockholders of the Corporation in accordance with Section 242 of the DGCL at an annual meeting held on April 24, 2024.

2.Section (A) Limited Liability, of Article 8, Indemnification, of the Amended and Restated Certificate of Incorporation is hereby deleted in its entirety and replaced with the following:

“(A)    Limited Liability. A director or an officer of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or an officer, to the fullest extent permitted by Delaware Law as the same exists or as may hereafter be amended from time to time.”

3.Except as amended hereby, all other provisions of the Amended and Restated Certificate of Incorporation shall remain in full force and effect.

[Remainder of page intentionally left blank;

Signature page follows.]

Exhibit 3.1

IN WITNESS WHEREOF, the Company has caused this Certificate of Amendment to be signed by C. David Watson, its Vice President, General Counsel and Secretary, this 24th day of April, 2024.

/s/ David Watson

                            C. David Watson

                            Vice President, General Counsel and

                            Secretary

XML

Cover	Apr. 24, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Apr. 24, 2024
Entity Registrant Name	REYNOLDS CONSUMER PRODUCTS INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-39205
Entity Tax Identification Number	45-3464426
Entity Address, Address Line One	1900 W. Field Court
Entity Address, City or Town	Lake Forest
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60045
City Area Code	(800)
Local Phone Number	879-5067
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 Par Value
Trading Symbol	REYN
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001786431
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	FY
Amendment Flag	false
Current Fiscal Year End Date	--12-31