Ranpak Holdings Corp. (PACK) Earnings Call Transcript & Summary

Good morning, and welcome to the 2021 Ranpak Holdings Corp. Annual Shareholder Meeting, which is being held virtually. I'd now like to introduce Omar Asali, Ranpak's Chairman of the Board and Chief Executive Officer.

Thank you. Will the meeting please come to order? I am Omar Asali, Chairman of the Board and Chief Executive Officer of Ranpak Holdings Corp. I'll be presiding at this meeting. Along with my fellow directors and executive officers of the company, I'd like to welcome you to our annual meeting of stockholders. We appreciate your attendance, your interest, and most importantly, your support of Ranpak. This annual meeting of the stockholders is held pursuant to the bylaws of the company and written notice to all stockholders. You are participating in the meeting virtually, stockholders may submit questions relating to any of the matters on the agenda at any time during this meeting in the space provided on the virtual meeting screen. During the annual meeting, questions from stockholders should pertain to the proposals being considered at that particular time. After introducing the directors and officers in attendance and dealing with a few procedural matters, we will take up the items to be acted upon. At this point, I'd like to introduce the directors of Ranpak, who are in attendance today. We welcome Michael Jones, our Vice Chairman; Thomas Corley; Pamela El; Michael Gliedman; Robert King; Steve Kovach; Salil Seshadri; Alicia Tranen; and Kurt Zumwalt. The Ranpak's executives who are in attendance are Bill Drew, our Chief Financial Officer; and David Murgio, our Chief Sustainability Officer and Secretary. Additionally, 2 of our directors who are present Michael Jones and Michael Gliedman are both also ramp up executives and serve as our Managing Director in North America and our Chief Technology Officer, respectively. In accordance with our bylaws, I'll act as Chairman of the meeting, and David Murgio will act as Secretary of the meeting. In addition, the Ranpak Board of Directors has appointed David Murgio to serve as the independent inspector of the election for this meeting. I request that he includes his oath of office in the minutes of the meeting. Will the Secretary please report on the proof of notice of meeting?

Thank you. I have an affidavit of mailing from Broadridge Financial Solutions certifying as to the giving of notice of this meeting and the sending to stockholders of record as of March 31, 2021, the notice of Internet availability of proxy material, all of which Broadridge commenced distributing to stockholders on April 13, 2021. I also have a copy of Ranpak's annual report on Form 10-K for the fiscal year 2020, which includes financial statements certified by Deloitte. A copy of this annual report was sent or made available to each stockholder entitled to vote at this meeting and an electronic copy of the annual report is available on the website used to access this meeting. The notice of meeting and the affidavit of mailing together with the attachments thereto and the annual report will be filed with the minutes of this meeting.

David, as secretary, will you please present the list of the company's stockholders as of the record date?

Yes. In my possession, I have a list of the holders of record of common stock of the company at the close of business on March 31, 2021. This list of stockholders has been open for examination at the company for any purpose relevant to this meeting during ordinary business hours for the past 10 days. This list is available for inspection during this meeting by any stockholder on the website used to access this meeting. I will file a copy of the list of stockholders with the records of the company.

David, will you please present your report of attendance at this meeting so that we can determine whether a quorum is present?

I will. Thank you, Omar. On March 31, 2021, the record date for this annual meeting, there were 69,343,361 shares of Class A common stock outstanding as of March 31, 2021. There were also 6,511,293 nonvoting shares of Class C common stock as of March 31, 2021. I have been informed that as of this morning prior to the meeting, there are 63,784,080 shares of stock represented by proxy or approximately 91.98% of all the shares entitled to vote at this annual meeting. The share so represented exceed 50% of the total shares entitled to vote at this meeting, and thus, constitute a quorum.

Thank you, David. On the basis of the report of the secretary and the inspector of election, I find that proper notice has been given and that a quorum is present. Accordingly, this meeting has been properly convened. It is now past 10:00 a.m. on May 26, 2021, and the polls for voting on all matters are open. David, please instruct the stockholders how to vote?

Thank you, Omar. All Ranpak stockholders entitled to vote at this meeting have the ability to do so online. If you are a stockholder entitled to vote and have not yet voted or if you want to change your previously cast vote, please do so via the website used to access this meeting. Please remember that if you've already voted by proxy, it is not necessary to vote again. After the voting has been completed on all matters on the agenda, we will close the polls and the inspector of election will provide a preliminary report.

We'll move now to a review of the proposals. David, can you please review the proposals for the meeting?

Yes. The first proposal to come before this meeting is the election of directors. At this meeting, we will be electing each of the 3 Class II directors for a 3-year term expiring at the 2024 annual meeting of stockholders. The nominees are Thomas F. Corley; Michael A. Jones; and Robert C. King. Information concerning their principal occupations, services Ranpak board members, skills and qualifications and other matters which may be of interest are contained in the proxy statement. No other nominations were received prior to the deadline established in the company's bylaws. Therefore, no additional nominations may be made at this meeting, and I declare the nominations to be closed. The Board of Directors recommends the election of Mr. Corley, Mr. Jones and Mr. King as Class II directors. Are there any questions or comments on the first proposal? Seeing none I'll move on to the second proposal. The second proposal to come before the meeting is the approval of an amendment to the company's 2019 Omnibus incentive plan to increase the number of Class A common stock authorized under the plan. The Ranpak's Holdings Corporation 2019 Omnibus incentive plan was adopted and approved by our stockholders, effective as of May 20, 2019. We originally authorized up to 4,118,055 shares of Class A common stock for issuance under the plan. And as of the proxy record date, 2,049,371 Class A common stock shares remained available for future issuance under the plan. We are asking our stockholders to approve an amendment to the plan to increase the number of Class A common stock shares authorized for issuance under the plan by 9 million shares for a total of 13,118,055 shares, of which, 11,049,371 shares are available for future issuance under the plan. We believe that increasing the number of shares issuable under the plan is necessary in order to allow us to continue to align the long-term financial interest of employees, directors or consultants of the company and its subsidiaries with those of the company's stockholders to attract and retain those individuals by providing compensation opportunities that are competitive with other companies, and provide incentives to those individuals who contribute significantly to the long-term performance and growth of the company and its subsidiaries. The Board of Directors recommends approval of the amendment to the company's 2019 Omnibus incentive plan. Are there any questions or comments on the second proposal? Seeing none, we'll move on to the third proposal. The next matter to come before the meeting is the ratification of the appointment of Deloitte as Ranpak's independent registered public accounting firm. The Board of Directors recommends the ratification of the appointment of Deloitte to serve as Ranpak's independent registered public accounting firm and to audit the Ranpak financial statements for the fiscal year ending December 31, 2021. Are there any questions or comments on this proposal? Seeing none, I would propose Omar that we close the polls.

I agree, David. Please close the polls.

The polls are about to close. So if you have not yet voted, please do so now. [Voting]

Since everyone has had the opportunity to vote, it is now 10:12 a.m. New York time, and the polls are closed. The inspector of election has delivered his preliminary report, and I will now announce the preliminary results. Omar, based on the inspector of election's preliminary report, each of the nominees for directors has received more than 50% of the votes cast in favor for his election and has been elected as a Class II Director of Ranpak Holdings Corp. to serve for a 3-year term that will expire in 2024. Second, the amendment to the company's 2019 Omnibus incentive plan has received more than 50% of the votes cast in favor, and the amendment has been approved. And lastly, the ratification of the appointment of Deloitte as the company's independent registered public accounting firm has received more than 50% of the votes in favor, and the appointment has been ratified. We will file the final report of the inspector of election with the records of this meeting. We expect to report the results of the voting on a Form 8-K to be filed with the SEC within 4 business days of this meeting.

Thank you, David. That concludes the business for the meeting. The meeting is now adjourned. Ladies and gentlemen, thank you for attending today's meeting and for your support of Ranpak.