🧾 What This Document Is

This is Ranpak's official Proxy Statement (DEF 14A) for its 2026 Annual Shareholder Meeting. Think of it as a "voter guide" that explains what shareholders will vote on, who is running the company, and how the bosses are paid. The meeting is virtual on May 21, 2026.

👉 Why it matters: It’s your chance as a shareholder to have a say in the company’s direction, directors, and pay practices.

🏢 What The Company Does

Ranpak is a global company that provides sustainable paper-based packaging solutions. In simple terms, they make the protective paper padding and materials that go inside shipping boxes (like what you might get from Amazon) to protect products during transit.

👉 They focus on replacing plastic packaging with recyclable and biodegradable paper alternatives, targeting e-commerce and industrial customers.

📊 Proposals to Vote On (The Main Event)

Shareholders will vote on four key proposals. The Board recommends voting FOR all of them.

👨‍💼 Proposal 1: Elect Directors

You're voting to elect 3 directors to the board for 3-year terms:

Victoria Dolan (66) – Former CFO of Revlon; financial expert.
Michael Gliedman (62) – Ranpak's Chief Technology Officer; former tech chief at the NBA.
Alicia Tranen (53) – Investment fund manager with deep financial expertise.

🔍 Proposal 2: Ratify the Auditor

This is a standard vote to approve KPMG LLP as the company's independent accounting firm for 2026. Last year, Ranpak paid KPMG about $3.5 million in audit fees.

💼 Proposal 3: Approve Executive Pay ("Say on Pay")

This is a non-binding vote where shareholders express their opinion on the compensation paid to top executives (like the CEO). It’s a way to keep management accountable.

🤝 Proposal 4: The Big One - Approve the Walmart Deal

This is the most significant and complex proposal.

The Background: Ranpak signed a major deal with Walmart in August 2025. As part of it, Ranpak gave Walmart a warrant (basically a coupon) to buy up to 22.5 million shares of Ranpak stock.
How it Works: The warrant "vests" (the coupon becomes active) as Walmart pays Ranpack for packaging products under their commercial agreement. The goal is for Walmart to pay up to $300 million for Ranpak's services.
The Ask: Stock exchange rules require shareholder approval if the shares issued under this deal could exceed ~16.9 million shares. Proposal 4 is that approval. Without it, the full potential of the Walmart partnership could be blocked.
The Trade-off: If approved, it means major dilution for existing shareholders. Walmart could end up owning ~27% of the company, giving it significant influence. Ranpak argues the guaranteed business from Walmart is worth this cost.

⚖️ Corporate Governance & Board

Ranpak has a "classified board" with three classes of directors serving staggered 3-year terms. The board has three independent committees: Audit, Compensation, and Nominating/Sustainability/Governance.

👉 Key Point: The CEO, Omar Asali, also serves as the Chairman of the Board. Some governance experts prefer these roles to be separate for stronger oversight, but the board believes this structure is effective.

💰 Executive Compensation Snapshot

The company's philosophy is "pay for performance." A large chunk of executive pay is "at-risk"—meaning it's tied to hitting financial goals (like Constant Currency Adjusted EBITDA) and the company's stock performance.

CEO Omar Asali's target compensation for 2025 was 50% "at-risk" (bonus + stock awards).
Other top executives had about 36% of their target pay "at-risk."
The compensation packages include stock grants that vest over three years to align executives' interests with long-term shareholder value.

🔮 What's Next & Strategic Direction

The proxy hints at Ranpak's future focus:

Deepening the Walmart Partnership: This deal is central to their growth strategy, promising massive revenue streams.
Sustainability Leadership: They highlight their upcoming seventh Sustainability Report, positioning eco-friendly packaging as their core mission.
Innovation: Continued development of automated packaging solutions (like robotic systems) for supply chains.

⚖️ Big Picture: Strengths & Risks

👍 Strengths:

Strategic Partnership: The Walmart deal provides a huge, guaranteed customer and potential for massive revenue growth.
Sustainability Tailwinds: Strong market demand for plastic-alternative packaging plays directly to Ranpak's expertise.
Experienced Leadership: Board and management have deep backgrounds in finance, consumer goods, and technology.

⚠️ Risks:

Shareholder Dilution: The Walmart warrant could significantly dilute existing shareholders' ownership and voting power.
Customer Concentration: Becoming heavily reliant on Walmart (a single customer) is a major risk if the relationship sours.
Execution Risk: The company must successfully scale operations and innovation to fulfill the Walmart agreement and compete.

🧠 The Analogy

Voting on Proposal 4 is like a neighborhood association deciding whether to grant a giant new supermarket (Walmart) a massive ownership stake in the local community center. In return, the supermarket promises to fund all its events and maintenance for years. The deal brings huge resources and security (pros), but the supermarket would have a loud voice in neighborhood decisions, and other local businesses might get overshadowed (cons).

🧩 Final Takeaway

Ranpak's annual meeting is about maintaining the status quo on leadership and pay, but the critical decision is the Walmart partnership. Shareholders must weigh the promise of enormous future business against the cost of giving Walmart a major ownership stake and influence in the company.

Ranpak Holdings Corp. — DEF 14A Filing