Sealed Air (SEE) Proxy Filing summary

Executive summary

• A special meeting is scheduled for February 25, 2026, to vote on a proposed merger where shareholders will receive $42.15 per share in cash, subject to approval and closing conditions.

• The merger is with Sword Purchaser, LLC, backed by Clayton, Dubilier & Rice, LLC, and will result in the company becoming a wholly owned subsidiary and delisting from the NYSE.

• The board unanimously recommends voting in favor of the merger, the advisory compensation proposal, and the potential adjournment to solicit more proxies if needed.

• The transaction is valued at approximately $10.6 billion, with $3.25 billion in equity and $9.4 billion in debt financing committed.

• If the merger is not completed, the company will remain public, but may owe a termination fee under certain circumstances.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) adopting the merger agreement, (2) approving, on a non-binding basis, compensation for named executive officers related to the merger, and (3) adjourning the meeting if more votes are needed.

• Approval of the merger requires a majority of outstanding shares; the compensation proposal is advisory and not a condition for closing.

• The board recommends voting FOR all proposals.

Board of directors and corporate governance

• The board conducted a comprehensive review of strategic alternatives, including outreach to 29 third parties during a 30-day go-shop period.

• The board may change its recommendation under certain circumstances, subject to procedures and potential termination fees.

• If the merger is completed, the board of the surviving corporation will be appointed by the acquirer.