Sealed Air Corporation (SEE) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen. I am Jerry Whitaker, Chairman of the Board of Directors of Sealed Air. On behalf of the Board of Directors, it is my privilege to welcome you to the 2021 annual meeting, which we are hosting by live webcast. I hope you and your family are healthy and staying safe. Before we move into the formal meeting, I want to acknowledge the contributions that Jackie Kosecoff has made as a Director of the Corporation. Jackie has been on the Board since 2005 and Chair of Organization and Compensation since 2014. She will be retiring from the Board after this annual meeting. We will truly miss the knowledge, experience and leadership she brought to Sealed Air over these years. Jackie, thank you for your friendship and service to Sealed Air. I would now like to turn the meeting over to Ted Doheny, our President and Chief Executive Officer, who will preside as Chair of this meeting. Ted?

Thank you, Jerry. I would like to thank each of you for joining us for our 2021 annual meeting. I want to begin by saying that I hope you and your families are staying healthy and safe throughout this pandemic. Sealed Air had a solid 2020. We expect to continue to create value for our stockholders as we execute on our journey of transforming Sealed Air to a world-class sustainable company automating global packaging. Our growth strategies of automation, digital and sustainability are creating real traction and our SEE operating engine is performing. I will preside over the meeting, and Angel Willis, our Vice President, General Counsel and Secretary, will act as secretary of the meeting. I intend to complete the formal business of the meeting first. After that, I'll make a few remarks about the current status of the company. Following my comments, I'll be happy to address questions and comments that you may have. You can submit your questions by typing into the box at the bottom of your screen. As Presiding Officer, I've appointed Victor LaTessa, representative of Broadridge Financial Solutions, to serve as the Inspector of Election for this meeting. There are several formalities to be handled before we move on to the business of the meeting, and I would like to ask the secretary to take care of them at this time. Angel?

Thank you, Ted. The polls are now open for voting on all matters on which the stockholders will vote at this meeting. The inspector of election has already tallied proxies that he has received. If you have already delivered a proxy to the company, your stock will be voted as you've specified in your proxy. Any stockholder logged into the annual meeting may also vote by clicking the Vote Here button on your screen. The polls will remain open until all of the matters to be voted upon have been presented. I have received an affidavit from Broadridge certifying that commencing on April 6, 2021, our proxy materials and voting instructions for today's meeting were mailed or made available to all stockholders of record at the close of business on March 22, 2021. A complete alphabetical listing of the stockholders of record of the company who are entitled to vote at this meeting is available for inspection during the meeting and will be filed with the records of the meeting. The inspector of election has provided us with a preliminary count of the shares present by proxy at this meeting. That count shows that a quorum is present. The inspector of election will report later in the meeting on the number of shares present by proxy. Ted?

Thank you, Angel. Since a quorum is present, we may proceed with the meeting. We will proceed first to present the vote on the matters described in the proxy statement. The first matter to be acted upon is the election of directors of the company for the coming year. Neil Lustig, Chair of our Nominating and Corporate Governance Committee, will now introduce this matter. Neil?

Thank you, Ted. At Sealed Air, the entire Board of Directors is elected annually. Each director must be elected by a majority of the votes cast with respect to that director. As provided in the proxy statement, we intend to elect 9 directors at today's meeting.

Thank you, Neil. Next, I would like to call Francoise Colpron, a member of our Organization and Compensation Committee, who will present the proposal for the amendment and restatement of the 2014 Omnibus Incentive Plan. Francoise?

Thank you, Ted. The Organization and Compensation Committee and our Board of Directors approve the amendment and restatement of the 2014 Omnibus Incentive Plan, contingent upon receiving stockholder approval. The Board of Directors recommends that the stockholders approve the amendment and restatement of the 2014 Omnibus Plan as described in the proxy statement.

Thank you, Francoise. The next matter to be acted upon at the meeting is the ratification of the appointment of PwC as the company's independent auditor for 2021. Henry Keizer, Chair of the Audit Committee, will introduce this proposal. Henry?

Thank you, Ted. The Audit Committee's responsibilities include overseeing the annual independent audit of our consolidated financial statements and our internal control over financial reporting. PwC, as an independent registered public accounting firm, reported favorably on the company's 2020 consolidated financial statements and internal control over financial reporting. Representatives of PwC are with us today. The Audit Committee of the Board of Directors recommends that the stockholders ratify the appointment of PwC as the independent auditor of the company for 2021.

Thank you, Henry. The final matter to be acted upon at the meeting is the proposal regarding the advisory vote on executive compensation. Francoise will again introduce this proposal. Francoise?

Thank you, Ted. Under the SEC rules, we are required to seek stockholder approval on an advisory basis of our executive compensation. This approval is not binding upon the company. However, our Board will take the results of such vote into account in determining future compensation of our executives. Our compensation program is intended to provide appropriate and balanced incentives toward achieving our annual and long-term strategic objectives to support a performance-oriented environment based on the attainment of goals and objectives intended to benefit our stockholders and to create an alignment of interest between our executives and our stockholders. We are asking for stockholder approval on an advisory basis of the compensation of our named executive officers, as disclosed in the proxy statement.

Thank you, Francoise. The polls are now closed for voting on the matters before the meeting. Will the inspector of election please give his reports?

There are present by proxy at this meeting the holders of 140,776,704 shares of the common stock of the company, representing 91.8% of the voting power of the stock entitled to vote at this meeting. A majority of the votes cast in person or by proxy at the meeting have been cast for the election of each of the director nominees named in the proxy statement. A majority of the votes cast in person or by proxy at the meeting have been cast for the amendment and restatement of the 2014 Omnibus Incentive Plan. A majority of the votes cast in person or by proxy at the meeting have been cast for the ratification of the appointment of PricewaterhouseCoopers LLP as the independent auditor of the company for the fiscal year ending December 31, 2021. And a majority of the votes cast in person or by proxy at the meeting have been cast for the advisory vote on executive compensation. We will file our formal report with the secretary.

Thank you. Based on the report of the inspector of the election, I declare that all of the proposals have been approved or ratified consistent with the Board's recommendations. The secretary will incorporate the formal report of the inspector of election, including the results of the votes, with the record of this meeting. This concludes the formal business of the meeting. Now I would like to make a few comments about the state of the company. Since early 2020, the pandemic has presented new challenges for all of us around the world. Our purpose is clear and continues to guide us. We are in the business to protect, to solve critical packaging challenges and to make our world better than we found it. In 2020, we exceeded our commitments. We focused on our growth priorities of automation, digital and sustainability. With this strategy, we are accelerating our core business and expanding into new and adjacent markets. We executed on our Reinvent SEE business transformation and created a One SEE operating engine. Our operating engine is driving sustainable earnings power. We're reinventing everything we do, from how we innovate to solve our customers' most critical packaging challenges. We are capitalizing on growth opportunities in front of us in investing in our future. Our broad and innovative solutions portfolio, iconic brands and global scale truly differentiates us in the markets we serve. We are ahead in our pledge to do our part to eliminate plastic waste by 2025. We've taken the bold challenge in our goal to reach net zero carbon emissions across our operations by 2040. And we are excited about our upcoming diversity, equity and inclusion pledge to create a world-class high-performance culture at Sealed Air, all with the intent to fulfill our purpose and make our world better than we found it. Our SEE operational excellence processes are on a relentless pursuit of zero harm, with new advances in automation that are creating a touchless work environment. Our SEE OpEx processes are resulting in significant productivity improvements, flawless quality and enhancing customer experiences. We are on a journey of transforming Sealed Air to a world-class sustainable company automating global packaging. We are confident in our strategy and our team is delivering. Our focus will remain on creating long-term value for our stakeholders in the communities where we live and work. Let me now take questions and comments that you would like to raise. Thank you for taking time to attend our 2021 annual meeting. As there being no further questions, I hereby adjourn the meeting.