--- schema_version: "secwatch.filing_event.v1" accession: "0001628280-24-018207" form_type: "8-K" ticker: "REYN" cik: "0001786431" company_name: "Reynolds Consumer Products Inc." filed_at: "2024-04-25T23:59:59+00:00" generated_at: "2026-06-03T08:11:02.875745+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.25 calibrated_materiality_score: 0.25 confidence: "high" source: SEC EDGAR --- # Reynolds shareholders approve officer exculpation amendment at annual meeting ## Summary - Elected Helen Golding, Allen P. Hugli, Christine Montenegro McGrath as Class I directors. - Approved exculpation amendment to certificate of incorporation (168.6M for, 36.9M against, 25k abstain). - Ratified PwC as auditor for FY2024 (207.3M for, 277k against). - Advisory vote on exec compensation passed (204.4M for, 1.0M against). ## SEC filing metadata - accession: 0001628280-24-018207 - form_type: 8-K - ticker: REYN - cik: 0001786431 - company_name: Reynolds Consumer Products Inc. - filed_at: 2024-04-25T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.25 - calibrated_materiality_score: 0.25 - confidence: high - sec_items: 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1786431/000162828024018207/0001628280-24-018207-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1786431/000162828024018207/reyn-20240424.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001628280-24-018207 - JSON: https://secwatch.observer/filing/0001628280-24-018207.json - Plain text: https://secwatch.observer/filing/0001628280-24-018207.txt ## Key facts - Governance Changes Reynolds Consumer Products Inc.: Amendment to Amended and Restated Certificate of Incorporation to allow for exculpation of officers from liability in specific circumstances (effective 2024-04-24). - Change: charter amendment - Effective: 2024-04-24 source text: 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”). evidence_url: https://www.sec.gov/Archives/edgar/data/1786431/000162828024018207/0001628280-24-018207-index.htm - Shareholder Votes Reynolds Consumer Products Inc. shareholders approved Election of Directors - Class I directors to serve until 2027 Annual Meeting at the 2024-04-24 meeting. - Proposal: director election - Outcome: passed - Meeting: 2024-04-24 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1786431/000162828024018207/0001628280-24-018207-index.htm - Shareholder Votes Reynolds Consumer Products Inc. shareholders approved Ratification of Appointment of Independent Registered Public Accounting Firm - PricewaterhouseCoopers LLP for fiscal year ending December 31, 2024 at the 2024-04-24 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2024-04-24 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1786431/000162828024018207/0001628280-24-018207-index.htm - Shareholder Votes Reynolds Consumer Products Inc. shareholders approved 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 at the 2024-04-24 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2024-04-24 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1786431/000162828024018207/0001628280-24-018207-index.htm - Shareholder Votes Reynolds Consumer Products Inc. shareholders approved Advisory Vote to Approve the Compensation of the Named Executive Officers at the 2024-04-24 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2024-04-24 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1786431/000162828024018207/0001628280-24-018207-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.