Sonoco Products Company (SON) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for April 15, 2026, with voting on key proposals and discussion of company progress and strategy.

• Company completed a multi-year transformation, focusing on two core segments and divesting non-core businesses, resulting in a 40% reduction in total debt and significant growth in revenue and adjusted EBITDA since 2020.

• Shareholders are encouraged to vote via proxy, with options for electronic or mail submission.

Voting matters and shareholder proposals

• Election of 11 directors for one-year terms.

• Ratification of PricewaterhouseCoopers LLP as independent auditor.

• Advisory vote on executive compensation (say-on-pay).

• Approval of Amendment No. 1 to the 2024 Omnibus Incentive Plan, increasing share reserve for equity awards.

• Advisory shareholder proposal to increase disclosure on political spending, which the Board recommends voting against.

Board of directors and corporate governance

• Board comprises a majority of independent directors, with recent refreshment and diversity in skills, backgrounds, and tenure.

• All key committees (Audit, Executive Compensation, Corporate Governance and Nominating) are fully independent.

• Board leadership structure separates Chairman and CEO roles, with a Lead Independent Director.

• Proxy access by-law allows significant shareholders to nominate directors.

• Annual board and committee self-evaluations are conducted.