DEF: Reynolds Consumer Products Inc. Announces 2025 Annual Meeting of Stockholders

Reynolds Consumer Products Inc. will hold its 2025 Annual Meeting of Stockholders virtually on April 23, 2025, to elect directors, ratify the appointment of PricewaterhouseCoopers LLP, and approve executive compensation.

Summary

• Reynolds Consumer Products Inc. will hold its 2025 Annual Meeting of Stockholders on April 23, 2025, at 5:00 p.m. Central Time, in a virtual format.
• Stockholders of record as of February 28, 2025, are entitled to vote.
• The meeting's purposes include electing two directors to serve until the 2028 Annual Meeting, ratifying the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the year ending December 31, 2025, and approving, on an advisory basis, the 2024 compensation of the named executive officers.
• The Board of Directors recommends voting FOR the election of Gregory Cole and Ann Ziegler as directors, FOR the ratification of PricewaterhouseCoopers LLP, and FOR the approval of the compensation of the named executive officers.
• The company's Board of Directors is comprised of eight directors divided into three classes serving staggered three-year terms.

Sentiment

Score: 7

Explanation: The document is a standard proxy statement, which is generally neutral in tone. The company is performing well and the executive compensation program is well supported by shareholders.

Positives

• The Board of Directors is diverse, with a mix of skills, experiences, and perspectives.
• Independent directors hold executive sessions without management present.
• The company has a single class voting structure (one share, one vote).
• There is extensive Board and Audit Committee oversight of cybersecurity and other risk management matters.
• The company maintains stock ownership guidelines for executive officers and directors.
• Stockholders showed strong support for the executive compensation program at the 2024 annual meeting, with approximately 99% of votes cast approving the advisory say-on-pay proposal.

Negatives

• The company is a controlled company under Nasdaq rules, exempting it from certain corporate governance requirements, including having a majority of independent directors and a fully independent compensation and nominating committee.

Risks

• The Proxy Statement contains forward-looking statements that are subject to significant risks and uncertainties.
• A detailed discussion of risks and uncertainties is included in the section titled Risk Factors in the Annual Report on Form 10-K for the year ended December 31, 2024.

Future Outlook

The Proxy Statement includes forward-looking statements regarding future performance and results, expectations, plans, strategies, and priorities.

Management Comments

• The CNG Committee values the opinions of our stockholders, and it reviews and considers the outcome of our annual vote on executive compensation, also known as the say-on-pay vote, along with other relevant factors, in evaluating the compensation program for the NEOs.
• Management recognizes the importance of Environmental, Social & Governance matters to all stakeholders and has reviewed and discussed with the Board the Company's development of its Environmental, Social & Governance framework.

Industry Context

The document provides information on executive compensation and corporate governance practices, which are relevant to understanding how Reynolds Consumer Products Inc. aligns its management incentives with shareholder interests and industry standards.

Comparison to Industry Standards

• The Benchmark Comparison Group utilized as a benchmark for executive compensation matters for 2024 included: AptarGroup, Inc., Central Garden & Pet Company, Church & Dwight Co., Inc., Edgewell Personal Care Company, Energizer Holdings, Inc., Greif, Inc., Hasbro, Inc., Helen of Troy Limited, O-I Glass, Inc., Pactiv Evergreen Inc., Sealed Air Corporation, Silgan Holdings Inc., Snap-on Incorporated, Sonoco Products Company, Spectrum Brands Holdings, Inc., The Clorox Company, The Scotts Miracle-Gro Company, Yeti Holdings Inc.
• The criteria considered in selecting peer companies for the Benchmark Comparison Group include the following: size, as measured by revenue, market capitalization and enterprise value; industry category, including consumer household, personal and leisure products, household durables, containers and packaging; and competition for sources of talent.

Management Changes

Related Party Transactions

• The company has supply, warehousing, and freight agreements with Pactiv.
• The company leases its corporate headquarters from Pactiv.
• Revenues from products sold to Pactiv were $77 million and purchases from Pactiv were $332 million in 2024.
• Pactiv charged the company $28 million for freight and warehousing costs in 2024.

Stakeholder Impact

• The election of directors and approval of executive compensation directly impact shareholders.
• The ratification of the independent auditor ensures the integrity of financial reporting, benefiting all stakeholders.
• The company's commitment to ESG matters impacts employees, customers, and the broader community.

Next Steps

• Stockholders are encouraged to vote on the proposals outlined in the Proxy Statement.
• The company will hold its Annual Meeting of Stockholders on April 23, 2025.

Key Dates