UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
|
(Commission |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices, including Zip Code)
+
(Registrant’s telephone number, including area code)
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:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| 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 |
| New York Stock Exchange
( |
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
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. ¨
Item 5.07 Submission of Matters to a Vote of Security Holders
On May 1, 2026, Smurfit Westrock plc (the “Company”) held its 2026 annual general meeting of shareholders (the “Annual General Meeting”). The Company’s shareholders voted to approve the election of each director nominee named in proposal 1 and approved each of proposals 2 through 6 considered at the Annual General Meeting. The following chart sets forth the number and percentage of votes cast for and against, and the number of abstention votes and broker non-votes, with respect to each proposal voted upon by the Company’s shareholders (proposal numbers correspond to the proposal numbers used in the Company’s definitive proxy statement for the Annual General Meeting, filed with the Securities and Exchange Commission on March 11, 2026):
| Proposals | For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||
| 1. | Elect the following director nominees to the Board of Directors: | |||||||||||||||||||||
| Irial Finan | 427,761,616 | 98.21 | % | 7,789,671 | 1.79 | % | 97,721 | 16,398,374 | ||||||||||||||
| Anthony Smurfit | 434,333,554 | 99.73 | % | 1,185,306 | 0.27 | % | 130,148 | 16,398,374 | ||||||||||||||
| Ken Bowles | 431,467,484 | 99.09 | % | 3,946,980 | 0.91 | % | 234,544 | 16,398,374 | ||||||||||||||
| Colleen F. Arnold | 433,831,919 | 99.60 | % | 1,752,496 | 0.40 | % | 64,593 | 16,398,374 | ||||||||||||||
| Timothy J. Bernlohr | 427,730,195 | 98.20 | % | 7,843,217 | 1.80 | % | 75,596 | 16,398,374 | ||||||||||||||
| Carole L. Brown | 433,740,424 | 99.59 | % | 1,768,511 | 0.41 | % | 140,073 | 16,398,374 | ||||||||||||||
| Carol Fairweather | 434,258,698 | 99.71 | % | 1,254,420 | 0.29 | % | 135,890 | 16,398,374 | ||||||||||||||
| Mary Lynn Ferguson-McHugh | 434,251,836 | 99.69 | % | 1,332,279 | 0.31 | % | 64,893 | 16,398,374 | ||||||||||||||
| Suzan F. Harrison | 428,352,067 | 98.34 | % | 7,233,446 | 1.66 | % | 63,495 | 16,398,374 | ||||||||||||||
| Kaisa Hietala | 425,071,389 | 97.59 | % | 10,481,164 | 2.41 | % | 96,455 | 16,398,374 | ||||||||||||||
| Jørgen Buhl Rasmussen | 434,246,527 | 99.69 | % | 1,329,140 | 0.31 | % | 73,341 | 16,398,374 | ||||||||||||||
| Alan D. Wilson | 428,095,475 | 98.28 | % | 7,478,491 | 1.72 | % | 75,042 | 16,398,374 | ||||||||||||||
| 2. | Approve, in a non-binding, advisory vote, the compensation of the Company’s named executive officers. | 408,393,920 | 93.82 | % | 26,895,776 | 6.18 | % | 359,312 | 16,398,374 | |||||||||||||
| 3(a). | Ratify, in a non-binding vote, the appointment of KPMG as the Company’s independent registered public accounting firm and statutory auditor under Irish law for the fiscal year ended December 31, 2026. | 448,552,475 | 99.27 | % | 3,295,434 | 0.73 | % | 199,473 | — | |||||||||||||
| 3(b). | Authorize, in a binding vote, the Audit Committee of the Board of Directors to determine the remuneration of KPMG as the Company’s statutory auditor under Irish law. | 446,132,046 | 98.74 | % | 5,700,405 | 1.26 | % | 214,931 | — | |||||||||||||
| 4. | Renewal of the Board of Directors’ existing authority to issue shares under Irish law. | 438,480,037 | 97.05 | % | 13,320,909 | 2.95 | % | 246,436 | — | |||||||||||||
| 5. | Renewal of the Board of Directors’ existing authority to opt-out of statutory pre-emption rights under Irish law. | 378,484,326 | 83.80 | % | 73,156,467 | 16.20 | % | 406,589 | — | |||||||||||||
| 6. | Determine the price range at which the Company can re-issue shares that it holds as treasury shares under Irish law. | 449,469,274 | 99.62 | % | 1,711,491 | 0.38 | % | 866,617 | — | |||||||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Smurfit Westrock plc | ||
| /s/ Ken Bowles | ||
| Name: | Ken Bowles | |
| Title: | Executive Vice President & Group Chief Financial Officer | |
Date: May 1, 2026