Packaging Corporation of America (PKG) Proxy filing summary

Executive summary

• The 2026 Annual Meeting is scheduled for May 12, 2026, with shareholders voting on director elections, auditor ratification, and executive compensation.

• Shareholders of record as of March 16, 2026, are eligible to vote, with 89,027,954 shares outstanding.

• Voting can be done online, by mail, or in person, and a majority of shares present is required for quorum.

• The board recommends voting FOR all director nominees, auditor ratification, and executive compensation approval.

Voting matters and shareholder proposals

• Nine director nominees are up for election for one-year terms; all are current board members.

• Shareholders will vote to ratify KPMG LLP as the independent auditor for 2026.

• An advisory vote on executive compensation (say-on-pay) is included; last year’s say-on-pay received over 94% support.

• Proxy access allows groups holding 3%+ of shares for 3+ years to nominate up to 20% of the board.

Board of directors and corporate governance

• Eight of nine director nominees are independent; only the CEO is not.

• The board met six times in 2025; all directors attended all meetings.

• Board committees include nominating and governance, compensation, audit, and sustainability, all composed of independent directors.

• The lead director is an independent director, responsible for coordinating board activities and executive sessions.

• Board diversity is considered, but no specific targets are set; median board tenure is 16 years.