Ranpak (PACK) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 21, 2026, with voting available online, by phone, or mail.

• Four key proposals are up for vote: election of three directors, ratification of KPMG as auditor, advisory approval of executive compensation, and approval of share issuance to Walmart upon warrant exercise.

• The board unanimously recommends voting in favor of all proposals.

• Proxy materials and the 2025 Annual Report are available online, with options for printed copies.

Voting matters and shareholder proposals

• Proposal 1: Elect three Class I directors (Victoria Dolan, Michael Gliedman, Alicia Tranen) for three-year terms.

• Proposal 2: Ratify KPMG LLP as independent auditor for fiscal year 2026.

• Proposal 3: Approve, on an advisory basis, the compensation of named executive officers (say-on-pay).

• Proposal 4: Approve issuance of certain Class A shares to Walmart upon exercise of a warrant, as required by NYSE rules.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board is classified into three staggered classes, each serving three-year terms.

• Seven of nine directors are independent under NYSE rules.

• Board committees (Audit, Compensation, Nominating/Sustainability/Governance) are fully independent.

• Board diversity and director qualifications are considered, though no formal diversity policy exists.

• Board leadership combines CEO/Chairman roles, with independent committee chairs and regular executive sessions.