RANPAK HOLDINGS CORP CLASS A (PACK)
Sector: Materials
2026 Annual Meeting Analysis
RANPAK HOLDINGS CORP CLASS A · Meeting: May 21, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Class I Directors
Ms. Dolan joined the board in October 2024, which is within the 24-month exemption window, so she is not subject to the TSR performance trigger; she brings strong financial expertise as a former CFO and meets all other policy criteria.
Mr. Gliedman has served since 2019 and the 3-year TSR trigger does not fire — PACK's 3-year return of +56.6% outperforms the peer group median of +50.6% by +6.0pp, well below the 65pp threshold required to trigger a vote against; no other policy flags apply.
Ms. Tranen has served since 2019 and the 3-year TSR trigger does not fire — PACK's 3-year return of +56.6% outperforms the peer group median of +50.6% by +6.0pp, well below the 65pp threshold; she has relevant investment and public company experience and no other policy flags apply.
All three Class I director nominees pass the TSR trigger screen — PACK's 3-year return of +56.6% actually outperforms the disclosed compensation peer group median of +50.6% by +6.0pp, which is far below the 65pp underperformance threshold required to trigger an against vote for a company with strong positive absolute returns. No overboarding, attendance, independence, or qualification concerns were identified. All three directors receive a FOR vote.
Say on Pay
✓ FORCEO
Omar Asali
Total Comp
$1,935,935
Prior Support
99%%
The CEO's total compensation of $1,935,935 is modest for a company of Ranpak's size and market cap, and the program is largely performance-driven — for 2025, the company hit only the threshold level of its profitability target (15% payout), meaning bonuses and performance stock awards paid out at just 15% of target, demonstrating that the incentive structure genuinely penalized executives for below-target results. The prior year say-on-pay vote received approximately 99% shareholder support, indicating broad satisfaction. While the policy notes concern that a single short-term metric (adjusted EBITDA) drives both cash bonuses and performance stock awards rather than multi-year metrics, the pay level itself is well within benchmark for the role and market cap, and the actual 2025 payouts were disciplined and low — on balance, this program warrants support.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
$3,523,780
Non-Audit Fees
$0
KPMG's 2025 fees consisted entirely of audit fees ($3,523,780) with zero non-audit or tax fees, making the non-audit fee ratio 0% — well below the 50% threshold that would trigger a concern; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire per policy, and KPMG is a Big 4 firm appropriate for a company of Ranpak's size and complexity.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 4
Approval of the Issuance of Certain Shares of our Class A Common Stock upon the Exercise of a Warrant Issued to Walmart Inc.
This is a board-initiated proposal required by NYSE rules to allow the company to issue shares beyond the 20% threshold in connection with a warrant granted to Walmart as part of a commercial partnership agreement. The warrant vests only as Walmart makes payments of up to $300 million for Ranpak's products and services, meaning dilution is directly tied to revenue generation from a strategic customer relationship — shareholders only get diluted as Walmart pays for more product. While the potential dilution is meaningful (up to approximately 26.7% if the full warrant vests and is exercised for cash), the structure is commercially sound and the board's rationale — that Walmart represents a valuable long-term strategic customer and potential source of capital — is reasonable; voting against would restrict the company's ability to honor its commercial commitments and could damage the Walmart relationship.
Actual Vote Results
Meeting held May 21, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Michael S. Gliedman | 95.2% | 64.8M | 3.3M | ✓ Elected |
| Alicia Tranen | 92.1% | 62.7M | 5.4M | ✓ Elected |
| Victoria L. Dolan | 88.3% | 60.1M | 8.0M | ✓ Elected |
Broker non-votes: 9.2M
Say on Pay
For 67.4M · Against 463,172 · Abstain 198,789
Auditor Ratification
For 75.6M · Against 1.5M · Abstain 161,799
Other Proposals
Proposal 4
Approval of the issuance of certain shares of the Company's Class A Common Stock upon the exercise of a warrant issued by the Company to Walmart Inc.
Overall Assessment
Ranpak's 2026 annual meeting ballot is straightforward, with no significant governance concerns warranting against votes on any of the four proposals. The director slate passes the TSR trigger screen as PACK has actually modestly outperformed its disclosed peer group over three years, CEO pay is modest and well-structured with genuine pay-for-performance demonstrated by near-threshold 2025 payouts, KPMG's fees are entirely audit-related with no non-audit fees, and the Walmart warrant share issuance proposal is a commercially logical NYSE compliance item tied to an important strategic customer relationship.
Compensation Peer Group
16 companies disclosed in 2026 proxy filing