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): April 7, 2011
SEALED AIR CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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| Delaware
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1-12139
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65-0654331 |
| (State or Other
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(Commission
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(IRS Employer |
| Jurisdiction of Incorporation)
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File Number)
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Identification No.) |
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| 200 Riverfront Boulevard |
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| Elmwood Park, New Jersey
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07407 |
| (Address of Principal Executive Offices)
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(Zip Code) |
Registrant’s telephone number, including area code: 201-791-7600
Not Applicable
(Former Name or Former Address, If Changed Since Last Report)
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
| Item 5.02 |
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Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers. |
Form of Agreement relating to 2011 Performance Share Units Awards
On April 7, 2011, the Organization and Compensation Committee of our Board of Directors
approved the form of Sealed Air Corporation Performance Share Units Award Grant 2011-2013 (attached
hereto as Exhibit 10.1 and incorporated herein by reference). This form of award grant specifies
the target award, performance goals, and other information regarding the performance share unit
awards. The performance goals and their relative weightings are attached as Appendix B to the form
of award grant. The form of award grant contains a three-year vesting period. During the vesting
period, the awards granted under this agreement shall be forfeited on termination of employment
with Sealed Air, other than as a result of the employee’s death, disability or retirement. Other
special rules apply in case of termination of employment following a change in control.
Our performance share unit awards are made under the 2005 Contingent Stock Plan of Sealed Air
Corporation. Our principal executive officer, principal financial officer and other individuals
included in the Summary Compensation Table of our 2011 proxy statement, referred to as “named
executive officers,” as well as other key employees, are eligible to receive performance share
units awards under the Contingent Stock Plan.
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Item 9.01 Financial Statements and Exhibits. |
(d) Exhibits.
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| Exhibit |
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Description |
10.1
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Form of Sealed Air Corporation Performance Share Units Award Grant 2011-2013. |
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SIGNATURE
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.
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SEALED AIR CORPORATION
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By: |
/s/
Mary A. Coventry
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Name: |
Mary A. Coventry |
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Title: |
Vice President |
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Dated: April 11, 2011
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