Smurfit Westrock (SW) Proxy Filing summary

Executive summary

• Smurfit Westrock was formed in July 2024 from the merger of Smurfit Kappa and WestRock, creating a global leader in sustainable paper-based packaging with dual listings on NYSE and LSE and inclusion in the S&P 500.

• The company reported $30.9B in net sales and $4.7B in adjusted EBITDA for 2024, with a 15.2% adjusted EBITDA margin, and operates in 40 countries with ~100,000 employees.

• A $400 million synergy program is on track for completion in 2025, with additional value creation opportunities identified.

• The first AGM will be held in Dublin on May 2, 2025, with shareholders invited to vote on key proposals.

Voting matters and shareholder proposals

• Election of 14 director nominees for a one-year term.

• Advisory vote to approve named executive officer compensation (say-on-pay).

• Advisory vote on the frequency of future say-on-pay votes, with the Board recommending annual votes.

• Ratification of KPMG as independent auditor and authorization for the Audit Committee to set its remuneration.

• Proposals to grant the Board authority to issue shares, opt out of statutory pre-emption rights, and set the price range for re-issuing treasury shares under Irish law.

Board of directors and corporate governance

• The Board consists of 14 members, 12 of whom are independent, with a 50% gender split and diverse international backgrounds.

• Key committees (Audit, Compensation, Nomination, Finance, Sustainability) are fully independent.

• Annual director elections with majority voting; shareholders holding 10%+ can call special meetings.

• No supermajority vote provisions or poison pill; one class of voting stock with equal rights.

• Board and committee evaluations are conducted annually.