Smurfit Westrock PLC — Current Report (Form 8-K)

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT
Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 1, 2026

 

 

 

Smurfit Westrock plc 

(Exact name of registrant as specified in its charter)

 

Ireland (State or other jurisdiction of incorporation)

001-42161 (Commission File Number)

98-1776979 (I.R.S. Employer Identification No.)

 

Beech Hill, Clonskeagh

Dublin 4, D04 N2R2

Ireland

(Address of principal executive offices, including Zip Code)

 

+353 1 202 7000

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary shares, par value $0.001 per share	SW	New York Stock Exchange (NYSE)

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders

 

On May 1, 2026, Smurfit Westrock plc (the “Company”) held its 2026 annual general meeting of shareholders (the “Annual General Meeting”). The Company’s shareholders voted to approve the election of each director nominee named in proposal 1 and approved each of proposals 2 through 6 considered at the Annual General Meeting. The following chart sets forth the number and percentage of votes cast for and against, and the number of abstention votes and broker non-votes, with respect to each proposal voted upon by the Company’s shareholders (proposal numbers correspond to the proposal numbers used in the Company’s definitive proxy statement for the Annual General Meeting, filed with the Securities and Exchange Commission on March 11, 2026):

 

Proposals					For						Against						Abstain			Broker Non-Votes
1.		Elect the following director nominees to the Board of Directors:
		Irial Finan			427,761,616			98.21	%		7,789,671			1.79	%			97,721			16,398,374
		Anthony Smurfit			434,333,554			99.73	%		1,185,306			0.27	%			130,148			16,398,374
		Ken Bowles			431,467,484			99.09	%		3,946,980			0.91	%			234,544			16,398,374
		Colleen F. Arnold			433,831,919			99.60	%		1,752,496			0.40	%			64,593			16,398,374
		Timothy J. Bernlohr			427,730,195			98.20	%		7,843,217			1.80	%			75,596			16,398,374
		Carole L. Brown			433,740,424			99.59	%		1,768,511			0.41	%			140,073			16,398,374
		Carol Fairweather			434,258,698			99.71	%		1,254,420			0.29	%			135,890			16,398,374
		Mary Lynn Ferguson-McHugh			434,251,836			99.69	%		1,332,279			0.31	%			64,893			16,398,374
		Suzan F. Harrison			428,352,067			98.34	%		7,233,446			1.66	%			63,495			16,398,374
		Kaisa Hietala			425,071,389			97.59	%		10,481,164			2.41	%			96,455			16,398,374
		Jørgen Buhl Rasmussen			434,246,527			99.69	%		1,329,140			0.31	%			73,341			16,398,374
		Alan D. Wilson			428,095,475			98.28	%		7,478,491			1.72	%			75,042			16,398,374
2.		Approve, in a non-binding, advisory vote, the compensation of the Company’s named executive officers.			408,393,920			93.82	%		26,895,776			6.18	%			359,312			16,398,374
3(a).		Ratify, in a non-binding vote, the appointment of KPMG as the Company’s independent registered public accounting firm and statutory auditor under Irish law for the fiscal year ended December 31, 2026.			448,552,475			99.27	%		3,295,434			0.73	%			199,473			—
3(b).		Authorize, in a binding vote, the Audit Committee of the Board of Directors to determine the remuneration of KPMG as the Company’s statutory auditor under Irish law.			446,132,046			98.74	%		5,700,405			1.26	%			214,931			—
4.		Renewal of the Board of Directors’ existing authority to issue shares under Irish law.			438,480,037			97.05	%		13,320,909			2.95	%			246,436			—
5.		Renewal of the Board of Directors’ existing authority to opt-out of statutory pre-emption rights under Irish law.			378,484,326			83.80	%		73,156,467			16.20	%			406,589			—
6.		Determine the price range at which the Company can re-issue shares that it holds as treasury shares under Irish law.			449,469,274			99.62	%		1,711,491			0.38	%			866,617			—

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	Smurfit Westrock plc
		/s/ Ken Bowles
	Name:	Ken Bowles
	Title:	Executive Vice President & Group Chief Financial Officer

 

Date: May 1, 2026