Form 8-K
8-K — SEALED AIR CORP/DE
Accession: 0001193125-26-148959
Filed: 2026-04-09
Period: 2026-04-09
CIK: 0001012100
SIC: 2820 (PLASTIC MATERIAL, SYNTH RESIN/RUBBER, CELLULOS (NO GLASS))
Item: Termination of a Material Definitive Agreement
Item: Completion of Acquisition or Disposition of Assets
Item: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
Item: Material Modifications to Rights of Security Holders
Item: Changes in Control of Registrant
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item: Other Events
Item: Financial Statements and Exhibits
Documents
8-K — d86788d8k.htm (Primary)
EX-3.1 (d86788dex31.htm)
EX-3.2 (d86788dex32.htm)
EX-99.1 (d86788dex991.htm)
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XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K
8-K (Primary)
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8-K
SEALED AIR CORP/DE false 0001012100 --12-31 0001012100 2026-04-09 2026-04-09
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 9, 2026
Sealed Air Corporation
(Exact name of Registrant as Specified in Its Charter)
Delaware
1-12139
65-0654331
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
2415 Cascade Pointe Boulevard
Charlotte, North Carolina
28208
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s Telephone Number, Including Area Code: (980)-221-3235
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:
☐
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
Common Stock, $0.10 par value per share
SEE
New York Stock Exchange
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 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. ☐
Explanatory Note
On April 9, 2026 (the “Closing Date”), Sealed Air Corporation, a Delaware corporation (the “Company”), completed the transactions contemplated by the Agreement and Plan of Merger, dated as of November 16, 2025 (as amended, modified, supplemented or waived from time to time, the “Merger Agreement”), entered into with Sword Purchaser, LLC, a Delaware limited liability company (“Parent”), and Sword Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), whereby Merger Sub merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the “Surviving Corporation”) as of the effective time of the Merger (the “Effective Time”). Parent and Merger Sub are affiliates of Clayton, Dubilier & Rice, LLC.
The description of the Merger Agreement and the transactions contemplated by the Merger Agreement (including, without limitation, the Merger) in this Current Report on Form 8-K does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1 and incorporated herein by reference.
Item 1.02.
Termination of Material Definitive Agreements.
The information provided in the Explanatory Note of this Current Report on Form 8-K is incorporated by reference into this Item 1.02.
At the Effective Time, the Company repaid, or caused to be repaid, all credit commitments outstanding under that certain Fifth Amended and Restated Syndicated Facility Agreement, dated as of October 31, 2025, by and among the Company, as Borrower Representative, the other Borrowers from time to time party thereto, the lenders from time to time party thereto and Bank of America, N.A., as agent.
Concurrently with the occurrence of the Effective Time, the Company redeemed or satisfied and discharged in full its (i) 1.573% Senior Notes due 2026, (ii) 4.000% Senior Notes due 2027, (iii) 6.125% Senior Notes due 2028, (iv) 5.000% Senior Notes due 2029, (v) 7.250% Senior Notes due 2031 and (vi) 6.500% Senior Notes due 2032.
Concurrently with the occurrence of the Effective Time, the Company repaid all indebtedness related to each of the following receivables securitization agreements: (i) the Amended and Restated Receivables Loan Agreement, dated as of December 2, 2021, among Sealed Air Securitization DAC, as borrower, Sealed Air Limited, as servicer, and Coöperatieve Rabobank U.A. trading as Rabobank London, as administrative agent and funding agent and the Company, as performance undertaking provider; and (ii) the Ninth Amended and Restated Receivables Purchase Agreement, dated as of December 12, 2025, by and among Sealed Air Funding LLC, as seller, Sealed Air Corporation (US), as collection agent, and Credit Agricole Corporate and Investment Bank, as administrative agent and Coöperatieve Rabobank U.A., as a committed purchaser and a managing agent.
Item 2.01.
Completion of Acquisition or Disposition of Assets.
To the extent required, the information provided in the Explanatory Note and in Items 3.03, 5.01, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
Merger Consideration; Effect on Capital Stock
Pursuant to the terms of the Merger Agreement, at the Effective Time, each share of common stock, par value $0.10 per share, of the Company (“Company Common Stock”) that was issued and outstanding immediately prior to the Effective Time (other than (i) shares of Company Common Stock owned directly by Parent, Merger Sub or their subsidiaries immediately prior to the Effective Time or held in treasury of the Company (which will be automatically canceled at the Effective Time for no consideration) (“Cancelled Shares”), and (ii) shares of Company Common Stock held by a holder who has not voted in favor of adoption of the Merger Agreement or consented thereto in writing and who has properly exercised appraisal rights of such shares in accordance with Delaware law and has not effectively withdrawn of lost its rights to appraisal (“Dissenting Shares”)) was automatically canceled and extinguished and automatically converted into the right to receive cash in an amount equal to $42.15 (the “Merger Consideration”), payable to the holder thereof, without interest.
Treatment of Company Compensatory Awards
Additionally, at the Effective Time and as a result of the Merger, each Company RSU Award, Company PSU Award and Company DSU Award (as defined below, and together, the “Company Compensatory Awards”) were treated as follows (the “Compensatory Award Treatment”):
•
each award of restricted stock units with respect to shares of Company Common Stock (a “Company RSU Award”) that was outstanding immediately prior to the Effective Time was automatically terminated at the Effective Time and converted into a contingent right to receive an amount in cash equal to the product of (i) the aggregate number of shares of Company Common Stock underlying such Company RSU Award at the Effective Time and (ii) the Merger Consideration, plus any accrued and unpaid dividends or dividend equivalent rights owed with respect to such Company RSU Award, with such cash-based award subject to the terms and conditions applicable to the corresponding Company RSU Award (including time-based vesting conditions and terms related to the treatment upon termination of employment);
•
each award of performance-based restricted stock units with respect to shares of Company Common Stock (a “Company PSU Award”) that was outstanding immediately prior to the Effective Time was automatically terminated at the Effective Time and converted into a contingent right to receive an amount in cash (without interest) equal to the product of (i) the aggregate number of shares of Company Common Stock underlying such Company PSU Award, determined based on the achievement of the applicable performance goals at the actual level of performance of 164.9% for Company PSU Awards granted in 2024 and 185.9% for Company PSU Awards granted in 2025, as determined by the People and Compensation Committee of the Board of Directors of the Company (the “Board”) in its good faith and reasonable discretion as of March 2026 in accordance with the terms of the applicable Company PSU Award agreement, and (ii) the Merger Consideration, plus any accrued and unpaid dividends or dividend equivalent rights owed with respect to such Company PSU Award, which cash-based award (A) received by former employees of the Company or its subsidiaries who retired or terminated employment prior to the Effective Time became payable as of the Effective Time and will be paid by the Company or its applicable subsidiary no later than the second regularly scheduled payroll date following the Effective Time; and (B) received by any current employee or service provider of the Company or its subsidiaries was subject to the same terms and conditions as were applicable to the corresponding Company PSU Award other than performance-based vesting conditions (including terms related to the treatment upon termination of employment); provided, that, the time-based vesting condition applicable to such cash-based award is a three year time-vesting requirement with one-third of such award vesting on each December 31 that would occur during the three-year performance period applicable to the corresponding Company PSU Award (and any portion of the Company PSU Award that would have vested prior to the Closing Date based on this schedule became immediately vested as of the Closing Date); and
•
each award of deferred stock units in respect of Company Common Stock (a “Company DSU”) that was outstanding immediately prior to the Effective Time was automatically terminated at the Effective Time and converted into a right to receive an amount in cash equal to the product of (i) the aggregate number of shares of Company Common Stock underlying such Company DSU as of the Effective Time and (ii) the Merger Consideration, plus any accrued and unpaid dividends or dividend equivalent rights owed with respect to such Company DSU, payable as promptly as practicable following the Closing Date.
Effective as of the Effective Time (i) no new Company Compensatory Awards will be granted pursuant to the Company’s 2014 Omnibus Incentive Plan, as amended and restated effective May 17, 2018 and May 18, 2021, as further amended effective May 23, 2024 (the “Plan”), or the Company’s Deferred Compensation Plan for Directors (as amended, the “Director Plan” and, together with the Plan, the “PubCo Plans”) and (ii) the PubCo Plans were terminated; provided, that Company Compensatory Awards that are subject to the Compensatory Award Treatment shall remain outstanding pursuant to the terms of the Merger Agreement, the applicable PubCo Plan (to the extent applicable notwithstanding such termination) and the applicable award agreement.
The definitive proxy statement of the Company, filed with the Securities and Exchange Commission (the “SEC”) on January 23, 2026, and the supplemental disclosure to the proxy statement of the Company, filed with the SEC on February 18, 2026, contain additional information about the Merger and the other transactions contemplated by the Merger Agreement, including information concerning the interests of directors, executive officers and affiliates of the Company in the Merger.
Item 3.01.
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
To the extent required, the information set forth in the Explanatory Note and in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.
On the Closing Date, in connection with the consummation of the Merger, the Company notified the New York Stock Exchange (“NYSE”) that a certificate of merger had been filed with the Secretary of State of the State of Delaware for purposes of consummating the Merger. The Company requested that NYSE file with the SEC a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 25 in order to effect the delisting of the Company Common Stock from NYSE and the deregistration of the Company Common Stock under Section 12(b) of the Exchange Act. As a result, trading of Company Common Stock, which traded under the ticker symbol “SEE” on NYSE, was suspended prior to the opening of trading on NYSE on the Closing Date. Upon effectiveness of the Form 25, the Company intends to file a Certification and Notice of Termination on Form 15 with the SEC to deregister the Company Common Stock and suspend the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.
Item 3.03.
Material Modification to Rights of Security Holders.
The information provided in the Explanatory Note and in Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
In connection with the Merger and at the Effective Time, holders of Company Common Stock (other than holders of Cancelled Shares and Dissenting Shares) immediately prior to such time ceased to have any rights as stockholders in the Company (other than their right to receive the Merger Consideration pursuant to the Merger Agreement).
Item 5.01.
Changes in Control of Registrant.
The information provided in the Explanatory Note and in Items 2.01, 3.01, 3.03 and 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
As a result of the consummation of the Merger, a change of control of the Company occurred and the Company became a wholly owned subsidiary of Parent. The total amount of cash consideration payable to the Company’s equity holders at closing in connection with the Merger and pursuant to the Merger Agreement was approximately $6.3 billion. The funds used to consummate the Merger and the related transactions came from equity and debt financing.
Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
The information provided in the Explanatory Note and in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.
On the Closing Date, in connection with the consummation of the Merger, each of Zubaid Ahmad, Anthony Allott, Kevin Berryman, Françoise Colpron, Henry R. Keizer and Suzanne B. Rowland, each of whom was a member of the Board as of immediately prior to the Effective Time, resigned from their positions as members of the Board and from any and all committees of the Board on which they served. These departures were solely in connection with the consummation of the Merger and not a result of any disagreements between the Company and the directors on any matter relating to the Company’s operations, policies or practices.
Also pursuant to the terms of the Merger Agreement, the officers of the Company immediately prior to the Effective Time continued as the officers of the Surviving Corporation.
Item 5.03.
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information provided in the Explanatory Note and in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.
In accordance with the terms of the Merger Agreement, at the Effective Time, the certificate of incorporation of the Company was amended and restated in its entirety as set forth in Exhibit A to the Merger Agreement, and the bylaws of the Company in effect immediately prior to the Effective Time were amended and restated in their entirety to be in the form of the bylaws of Merger Sub immediately prior to the Effective Time, as set forth in Exhibits 3.1 and 3.2 hereto, respectively, which are incorporated by reference into this Item 5.03.
Item 8.01.
Other Events.
On April 9, 2026, the Company issued a press release announcing the completion of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number
Description
2.1
Agreement and Plan of Merger, dated as of November 16, 2025, by and among Parent, Merger Sub and the Company (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K, filed on November 16, 2025).*
3.1
Amended and Restated Certificate of Incorporation of the Company, dated as of April 9, 2026.
3.2
Amended and Restated Bylaws of the Company, dated as of April 9, 2026.
99.1
Press Release, dated April 9, 2026.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
*
Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules and exhibits upon request by the U.S. Securities and Exchange Commission.
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.
SEALED AIR CORPORATION
Date: April 9, 2026
By:
/s/ Stefanie M. Holland
Name:
Stefanie M. Holland
Title:
Vice President, General Counsel and Secretary
(Duly Authorized Officer)
EX-3.1
EX-3.1
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EX-3.1
Exhibit 3.1
SECOND AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
SEALED AIR CORPORATION
ARTICLE ONE
The name of the corporation is
Sealed Air Corporation (the “Corporation”).
ARTICLE TWO
The address of the Corporation’s registered office in the State of Delaware is The Corporation Trust Center, 1209 Orange Street, in the City of
Wilmington, County of New Castle, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.
ARTICLE THREE
The nature of the business or
purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “DGCL”).
ARTICLE FOUR
The total number of shares of
capital stock that the Corporation has authority to issue is 1,000 shares of Common Stock, par value $0.01 per share (the “Common Stock”).
ARTICLE FIVE
The Corporation is to have
perpetual existence.
ARTICLE SIX
In
furtherance and not in limitation of the powers conferred by statute, the board of directors of the Corporation shall have the power to adopt, amend, make, alter or repeal the bylaws of the Corporation.
ARTICLE SEVEN
Meetings of stockholders may be
held within or outside of the State of Delaware, as the bylaws of the Corporation may provide. The books of the Corporation may be kept outside the State of Delaware at such place or places as may be designated from time to time by the board of
directors or in the bylaws of the Corporation. Election of directors of the Corporation need not be by written ballot unless the bylaws of the Corporation so provide.
ARTICLE EIGHT
Each person who is or was or has
agreed to become a director or officer of the Corporation, and each such person who is or was serving or who has agreed to serve at the request of the board of directors of the Corporation or an officer of the Corporation as an employee or agent of
the Corporation or as a director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, including service with respect to employee benefit plans (including the heirs, executors, administrators or estate of such person), shall be indemnified by the
Corporation, in accordance with the bylaws of the Corporation, to the fullest extent permitted from time to time by the DGCL as the same exists or may hereafter be amended or any other applicable laws as presently or hereafter in effect. Without
limiting the generality or the effect of the foregoing, the Corporation may enter into one or more agreements with any person which provide for indemnification greater than or different from that provided in this ARTICLE EIGHT. Any amendment or
repeal of this ARTICLE EIGHT shall not adversely affect any right or protection existing hereunder in respect of any act or omission occurring prior to such amendment or repeal.
ARTICLE NINE
A director of the Corporation
shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (1) for any breach of a director’s duty of loyalty to the Corporation or its
stockholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) under Section 174 of the DGCL, or (4) for any transaction from which the director derived an
improper benefit. Any amendment or repeal of this ARTICLE NINE shall not adversely affect any right or protection of a director of the Corporation existing hereunder in respect of any act or omission occurring prior to such amendment or repeal.
ARTICLE TEN
The Corporation expressly elects
not to be governed by Section 203 of the DGCL.
ARTICLE ELEVEN
The Corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation in the manner now or
hereafter prescribed herein and by the laws of the State of Delaware, and all rights conferred upon stockholders herein are granted subject to this reservation.
ARTICLE TWELVE
To the maximum extent permitted
from time to time under the law of the State of Delaware, the Corporation renounces any interest or expectancy of the Corporation in, or in being offered an opportunity to participate in, business opportunities that are from time to time presented
to its officers, directors or stockholders, other than those officers, directors or stockholders who are employees of the Corporation. No amendment or repeal of this ARTICLE TWELVE shall apply to or have any effect on the liability or alleged
liability of any officer, director or stockholder of the Corporation for or with respect to any opportunities of which such officer, director, or stockholder becomes aware prior to such amendment or repeal.
* * * * *
EX-3.2
EX-3.2
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EX-3.2
Exhibit 3.2
SECOND AMENDED AND RESTATED BYLAWS
OF
SEALED AIR CORPORATION
A Delaware corporation
(Adopted as of April 9, 2026)
ARTICLE I
OFFICES
Section 1. Registered Office. The registered office of the corporation in the State of Delaware shall be located at 1209
Orange Street, Wilmington, County of New Castle, 19801. The name of the corporation’s registered agent at such address shall be The Corporation Trust Company. The registered office and/or registered agent of the corporation may be changed from
time to time by action of the board of directors.
Section 2. Other Offices. The corporation may also have offices at such
other places, both within and without the State of Delaware, as the board of directors may from time to time determine or the business of the corporation may require.
ARTICLE II
MEETINGS OF
STOCKHOLDERS
Section 1. Annual Meetings. An annual meeting of the stockholders shall be held each year for the purpose of
electing directors and conducting such other proper business as may come before the meeting. The date, time and place, if any, and/or the means of remote communication, of the annual meeting shall be determined by the president of the corporation;
provided, however, that if the president does not act, the board of directors shall determine the date, time and place, if any, and/or the means of remote communication, of such meeting. No annual meeting of stockholders need be held
if not required by the corporation’s certificate of incorporation or by the General Corporation Law of the State of Delaware.
Section 2. Special Meetings. Special meetings of stockholders may be called for any purpose and may be held at such time and
place, within or without the State of Delaware, and/or by means of remote communication, as shall be stated in a notice of meeting or in a duly executed waiver of notice thereof. Such meetings may be called at any time by the board of directors or
the president and shall be called by the president upon the written request of holders of shares entitled to cast not less than a majority of the votes at the meeting, such written request shall state the purpose or purposes of the meeting and shall
be delivered to the president.
Section 3. Place of Meetings. The board of directors may designate any place, either within or
without the State of Delaware, and/or by means of remote communication, as the place of meeting for any annual meeting or for any special meeting called by the board of directors. If no designation is made, or if a special meeting be otherwise
called, the place of meeting shall be the principal executive office of the corporation.
Section 4. Notice. Whenever
stockholders are required or permitted to take any action at a meeting, written or printed notice stating the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be
deemed to be present in person and vote at such meeting, and, in the case of special meetings, the purpose or purposes, of such meeting, shall be given to each stockholder entitled to vote at such meeting
not less than ten (10) nor more than sixty (60) days before the date of the meeting. All such notices shall be delivered, either personally, by mail, or by a form of electronic
transmission consented to by the stockholder to whom the notice is given, by or at the direction of the board of directors, the president or the secretary, and if mailed, such notice shall be deemed to be delivered when deposited in the United
States mail, postage prepaid, addressed to the stockholder at his, her or its address as the same appears on the records of the corporation. If given by electronic transmission, such notice shall be deemed to be delivered provided no error is
generated. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the
meeting is not lawfully called or convened.
Section 5. Stockholders List. The officer who has charge of the stock ledger of
the corporation shall make, at least ten (10) days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at such meeting arranged in alphabetical order, showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, for a period of at least ten (10) days prior to the meeting: (i) on a reasonably
accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, and/or (ii) during ordinary business hours, at the principal place of business of the corporation. In
the event that the corporation determines to make the list available on an electronic network, the corporation may take reasonable steps to ensure that such information is available only to stockholders of the corporation. If the meeting is to be
held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote
communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the
notice of the meeting.
Section 6. Quorum. The holders of a majority of the issued and outstanding shares of capital stock
entitled to vote thereon, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders, except as otherwise provided by statute or by the corporation’s certificate of incorporation. If a quorum is
not present, the holders of a majority of the shares present in person or represented by proxy at the meeting, and entitled to vote at the meeting, may adjourn the meeting to another time and/or place.
Section 7. Adjourned Meetings. When a meeting is adjourned to another time and place, notice need not be given of the adjourned
meeting if the time, place, if any, thereof, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the
adjournment is taken. At the adjourned meeting, the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record
date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.
Section 8. Vote Required. When a quorum is present, the affirmative vote of the majority of shares present in person or
represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders, unless the question is one upon which by express provisions of an applicable law or of the corporation’s certificate of
incorporation a different vote is required, in which case such express provision shall govern and control the decision of such question.
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Section 9. Voting Rights. Except as otherwise provided by the General
Corporation Law of the State of Delaware or by the corporation’s certificate of incorporation or any amendments thereo and subject to Section 3 of Article VI hereof, every stockholder shall at every meeting of the stockholders be entitled
to one (1) vote in person or by proxy for each share of common stock held by such stockholder.
Section 10. Proxies. Each
stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy, but no such proxy shall be
voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest
sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally. Any proxy is suspended
when the person executing the proxy is present at a meeting of stockholders and elects to vote, except that when such proxy is coupled with an interest and the fact of the interest appears on the face of the proxy, the agent named in the proxy shall
have all voting and other rights referred to in the proxy, notwithstanding the presence of the person executing the proxy. At each meeting of the stockholders, and before any voting commences, all proxies filed at or before the meeting shall be
submitted to and examined by the secretary or a person designated by the secretary, and no shares may be represented or voted under a proxy that has been found to be invalid or irregular.
Section 11. Action by Written Consent. Unless otherwise provided in the corporation’s certificate of incorporation, any
action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without
a vote, if a consent or consents in writing, setting forth the action so taken and bearing the dates of signature of the stockholders who signed the consent or consents, shall be signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in the
state of Delaware, or the corporation’s principal place of business, or an officer or agent of the corporation having custody of the book or books in which proceedings of meetings of the stockholders are recorded. Delivery made to the
corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested or by reputable overnight courier service; provided, however, that no consent or consents delivered by certified or registered mail
shall be deemed delivered until such consent or consents are actually received at the registered office. All consents properly delivered in accordance with this section shall be deemed to be recorded when so delivered. No written consent shall be
effective to take the corporate action referred to therein unless, within sixty (60) days after the earliest dated consent delivered to the corporation as required by this section, written consents signed by the holders of a sufficient number
of shares to take such corporate action are so recorded. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who
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have not consented in writing. Any action taken pursuant to such written consent or consents of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting
thereof. Any copy, facsimile, electronic delivery or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used; provided that
such copy, facsimile, electronic delivery or other reproduction shall be a complete reproduction of the entire original writing.
ARTICLE III
DIRECTORS
Section 1. General Powers. The business and affairs of the corporation shall be managed by or under the direction of the
board of directors.
Section 2. Number, Election and Term of Office. The number of directors which shall constitute the first
board shall be three (3). Thereafter, the number of directors shall be established from time to time by resolution of the board. The directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at
the meeting and entitled to vote in the election of directors. The directors shall be elected in this manner at the annual meeting of the stockholders, except as provided in Section 4 of this Article III. Each director elected shall hold office
until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.
Section 3. Removal and Resignation. Any director or the entire board of directors may be removed at any time, with or without
cause, by the holders of a majority of the shares then entitled to vote at an election of directors. Whenever the holders of any class or series are entitled to elect one or more directors by the provisions of the corporation’s certificate of
incorporation, the provisions of this section shall apply, in respect to the removal without cause of a director or directors so elected, to the vote of the holders of the outstanding shares of that class or series and not to the vote of the
outstanding shares as a whole. Any director may resign at any time upon notice given in writing or by electronic transmission to the corporation.
Section 4. Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors
may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director. Each director so chosen shall hold office until a successor is duly elected and qualified or until his or her earlier death,
resignation or removal as herein provided.
Section 5. Annual Meetings. The annual meeting of each newly elected board of
directors shall be held without notice (other than notice under these bylaws) immediately after, and at the same place, if any, as the annual meeting of stockholders.
Section 6. Other Meetings and Notice. Regular meetings, other than the annual meeting, of the board of directors may be held
without notice at such time and at such place, if any, as shall from time to time be determined by resolution of the board of directors and promptly communicated to all directors then in office. Special meetings of the board of directors may be
called by or at the request of the president or any director on at least twenty-four (24) hours’ notice to each director, either personally, by telephone, by mail or by electronic transmission.
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Section 7. Quorum, Required Vote and Adjournment. A majority of the total number
of directors then in office shall constitute a quorum for the transaction of business. The vote of a majority of directors present at a meeting at which a quorum is present shall be the act of the board of directors. If a quorum shall not be present
at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.
Section 8. Committees. The board of directors may, by resolution passed by a majority of the whole board, designate one or more
committees, each committee to consist of one or more of the directors of the corporation, which to the extent provided in such resolution or these bylaws shall have and may exercise the powers of the board of directors in the management and affairs
of the corporation except as otherwise limited by law. The board of directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Such
committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors. Each committee shall keep regular minutes of its meetings and report the same to the board of directors
when required.
Section 9. Committee Rules. Each committee of the board of directors may fix its own rules of procedure and
shall hold its meetings as provided by such rules, except as may otherwise be provided by a resolution of the board of directors designating such committee. Unless otherwise provided in such a resolution, the presence of a majority of the members of
the committee shall be necessary to constitute a quorum. In the event that a member and that member’s alternate, if alternates are designated by the board of directors as provided in Section 8 of this Article III, of such committee is or
are absent or disqualified, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the board of directors to act at
the meeting in place of any such absent or disqualified member.
Section 10. Communications Equipment. Members of the board of
directors or any committee thereof may participate in and act at any meeting of such board or committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each
other, and participation in the meeting pursuant to this section shall constitute presence in person at the meeting.
Section 11.
Waiver of Notice and Presumption of Assent. Any member of the board of directors or any committee thereof who is present at a meeting shall be conclusively presumed to have waived notice of such meeting except when such member attends for the
express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Such member shall be conclusively presumed to have assented to any action taken unless his or her
dissent shall be entered in the minutes of the meeting or unless his or her written dissent to such action shall be filed with the person acting as the secretary of the meeting before the adjournment thereof or shall be forwarded by registered mail
to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to any member who voted in favor of such action.
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Section 12. Action by Written Consent. Unless otherwise restricted by the
corporation’s certificate of incorporation, any action required or permitted to be taken at any meeting of the board of directors, or of any committee thereof, may be taken without a meeting if all members of the board or committee, as the
case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the board, or committee. Such filing shall be in paper form
if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.
ARTICLE
IV
OFFICERS
Section 1. Number. The officers of the corporation shall be elected by the board of directors and may consist of a president, one
or more vice-presidents, a secretary, a treasurer, and such other officers and assistant officers as may be deemed necessary or desirable by the board of directors. Any number of offices may be held by the
same person. In its discretion, the board of directors may choose not to fill any office for any period as it may deem advisable, except that the offices of president and secretary shall be filled as expeditiously as possible.
Section 2. Election and Term of Office. The officers of the corporation shall be elected annually by the board of directors at its
first meeting held after each annual meeting of stockholders or as soon thereafter as conveniently may be. The president shall be elected annually by the board of directors at the first meeting of the board of directors held after each annual
meeting of stockholders or as soon thereafter as conveniently may be. The president shall appoint other officers to serve for such terms as he or she deems desirable. Vacancies may be filled or new offices created and filled at any meeting of the
board of directors. Each officer shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.
Section 3. Removal. Any officer or agent elected by the board of directors may be removed by the board of directors whenever in
its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.
Section 4. Vacancies. Any vacancy occurring in any office because of death, resignation, removal, disqualification or otherwise,
may be filled by the board of directors for the unexpired portion of the term by the board of directors then in office.
Section 5.
Compensation. Compensation of all officers shall be fixed by the board of directors, and no officer shall be prevented from receiving such compensation by virtue of his or her also being a director of the corporation.
Section 6. President. The president shall be the chief executive officer of the corporation; shall preside at all meetings of the
stockholders and board of directors at which he or she is present; subject to the powers of the board of directors, shall have general charge of the business, affairs and property of the corporation, and control over its officers, agents and
employees; and shall see that all orders and resolutions of the board of directors are carried into effect. The president shall
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execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where
the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation. The president shall have such other powers and perform such other duties as may be prescribed by the board of
directors or as may be provided in these bylaws.
Section 7. Vice-presidents.
The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the board of directors or by the president, shall, in the absence or disability of the president, act with all of the powers and be subject to all
the restrictions of the president. The vice-presidents shall also perform such other duties and have such other powers as the board of directors, the president or these bylaws may, from time to time, prescribe.
Section 8. The Secretary and Assistant Secretaries. The secretary shall attend all meetings of the board of directors, all
meetings of the committees thereof and all meetings of the stockholders and record all the proceedings of the meetings in a book or books to be kept for that purpose. Under the president’s supervision, the secretary shall give, or cause to be
given, all notices required to be given by these bylaws or by law; shall have such powers and perform such duties as the board of directors, the president or these bylaws may, from time to time, prescribe; and shall have custody of the corporate
seal of the corporation. The secretary, or an assistant secretary, shall have authority to affix the corporate seal to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant
secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature. The assistant secretary, or if there be more than one, the assistant secretaries in
the order determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of
directors, the president, or secretary may, from time to time, prescribe.
Section 9. The Treasurer and Assistant Treasurer.
The treasurer shall have the custody of the corporate funds and securities; shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation; shall deposit all monies and other valuable effects in the name
and to the credit of the corporation as may be ordered by the board of directors; shall cause the funds of the corporation to be disbursed when such disbursements have been duly authorized, taking proper vouchers for such disbursements; shall render
to the president and the board of directors, at its regular meeting or when the board of directors so requires, an account of the corporation; and shall have such powers and perform such duties as the board of directors, the president or these
bylaws may, from time to time, prescribe. If required by the board of directors, the treasurer shall give the corporation a bond (which shall be rendered every six (6) years) in such sums and with such surety or sureties as shall be
satisfactory to the board of directors for the faithful performance of the duties of the office of treasurer and for the restoration to the corporation, in case of death, resignation, retirement, or removal from office, of all books, papers,
vouchers, money, and other property of whatever kind in the possession or under the control of the treasurer belonging to the corporation. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined
by the board of directors, shall in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer. The assistant treasurers shall perform such other duties and have such other powers as the board of
directors, the president or treasurer may, from time to time, prescribe.
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Section 10. Other Officers, Assistant Officers and Agents. Officers, assistant
officers and agents, if any, other than those whose duties are provided for in these bylaws, shall have such authority and perform such duties as may from time to time be prescribed by resolution of the board of directors.
Section 11. Absence or Disability of Officers. In the case of the absence or disability of any officer of the corporation and of
any person hereby authorized to act in such officer’s place during such officer’s absence or disability, the board of directors may by resolution delegate the powers and duties of such officer to any other officer or to any director, or
to any other person whom it may select.
ARTICLE V
INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS
Section 1. Indemnification of Directors and Officers. Subject to Section 5 of this Article V, any person who was or is a
party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, whether by or in the right of the corporation or otherwise, by reason of the fact that he or she
or a person of whom he or she is the legal representative, is or was a director or officer of the corporation, or while serving in such capacity is or was an officer, employee or agent of the corporation or is or was serving at the request of the
corporation or for its benefit as a director, officer, employee or agent of another corporation, or as its representative in a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless to the fullest extent
legally permissible under and pursuant to any procedure specified in or pursuant to the General Corporation Law of the State of Delaware, as amended from time to time, from and against any and all expenses, liabilities and losses (including without
limitation attorney’s fees, judgments, fines and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such person in connection therewith. The board of directors shall take all such actions as may be
necessary and appropriate to authorize the corporation to pay the indemnification required by these bylaws, including without limitation, to the extent necessary, making a good faith evaluation of the manner in which the claimant for indemnity acted
and of the reasonable amount of indemnity due him or her, and making in good faith any other determination required by the General Corporation Law of the State of Delaware for such indemnification, or, in cases where the full board of directors may
not make such determination under the General Corporation Law of the State of Delaware, submitting the matter for determination in good faith by a committee of directors, independent legal counsel, the stockholders or such other persons or bodies as
may make any such required determination. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person
did not meet the standards required under the General Corporation Law of the State of Delaware in order to be entitled or permitted to receive such indemnification. This right to indemnification shall be enforceable against the corporation as a
contract right, and any person entitled to such indemnification shall also be entitled to reimbursement by the corporation of reasonable costs and expense, including attorneys’ fees, incurred in obtaining such required indemnification or any
advancement of expenses required by Section 2 of this Article V.
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Section 2. Advancement of Expenses. Subject to Section 5 of this Article V,
expenses (including attorneys’ fees) actually and reasonably incurred by a current or former director or executive officer in defending any civil, criminal, administrative or investigative action, suit or proceeding with respect to which
indemnification may be provided under Section 1 of this Article V above shall be paid or reimbursed by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such
director or executive officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation. Such expenses (including attorneys’ fees) may be so paid or reimbursed upon such
additional terms and conditions, if any, as the board of directors in good faith deems reasonable and appropriate, consistent with its obligation to promptly pay or reimburse all such expenses actually and reasonably incurred. For purposes of this
Section 2 of this Article V, “executive officer” has the meaning set forth in Rule 3b-7 under the Exchange Act.
Section 3. Nonexclusivity; Indemnification of Other Personnel. The indemnification and advancement of expenses provided by or
granted pursuant to this Article V shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses are or at any time may be entitled under the General Corporation Law of the State of Delaware, the
corporation’s certificate of incorporation, any agreement, vote of stockholders or disinterested directors or otherwise except that to the extent that corporation’s certificate of incorporation provides that indemnification or
advancement of expenses is subject to these bylaws these bylaws shall govern. The provisions of this Article V shall not be deemed to preclude the indemnification or advancement of expenses of any person who is not specified in Section 1 or 2
of this Article V, as applicable, but whom the corporation has the power or obligation to indemnify under the provisions of the General Corporation Law of the State of Delaware, or otherwise, and the board of directors shall have authority to
provide such indemnification and advancement of expenses to such other personnel as it determines is permitted or required by the General Corporation Law of the State of Delaware.
Section 4. Certain Definitions. For purposes of this Article V, (i) references to “other enterprises” shall
include employee benefit plans, (ii) references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan, (iii) references to “serving at the request of the
corporation” shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its
participants or beneficiaries, and (iv) a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner not opposed to the best interests of the corporation.
Section 5. Limitation on Indemnification and Advancement of
Expenses. Notwithstanding anything contained in this Article V to the contrary, except for any required reimbursement of expenses in proceedings to enforce such person’s rights to indemnification or advancement of expenses as provided in
Section 1 of this Article V, the corporation shall not be obligated to indemnify, or advance expenses to, any person in connection with (i) a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof)
was authorized by the board of directors, or (ii) proceedings or claims involving the enforcement of any employment, severance, non-competition, compensation, or other plan or agreement with or of the
corporation or any of its affiliates to which such person may be a party, or of which such person may be a beneficiary, or
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(iii) any proceeding with respect to which final judgment is rendered against such person for payment or an accounting of profits arising from the purchase or sale by such person of
securities in violation of Section 16(b) of the Exchange Act, any similar successor statute, or similar provisions of state statutory law or common law. For the avoidance of doubt, the term “officer” when used in this Article V or
in the corporation’s certificate of incorporation does not include a person who serves or has served only as an assistant officer, and this Article V does not obligate the corporation to indemnify or advance expenses to persons who serve or
have served only as assistant officers.
Section 6. Insurance. The board of directors may cause the corporation to purchase
and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or as its
representative in a partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred in any such capacity, or arising out of such status, whether or not the corporation would have the power to
indemnify such person against such liability.
Section 7. Additional Indemnification. The board of directors may from time to
time adopt further bylaws with respect to indemnification, may amend these bylaws and such bylaws to provide at all times the fullest indemnification permitted by the General Corporation Law of the State of Delaware, as amended from time to time,
and may authorize additional indemnification by resolution, indemnification contracts or otherwise to the extent permitted by the General Corporation Law of the State of Delaware.
Section 8. No Retroactive Repeal or Modification. The right of any current or former director or officer to indemnification and
advancement of expenses under this Article V is provided as a contract right in consideration of and as an inducement for such director’s or officer’s service as such, and shall fully vest at the time such director or officer first
assumes his or her position with the corporation. Any repeal or modification of the foregoing provisions granting indemnification or advancement rights shall be prospective only and shall not adversely affect any right or protection of a current or
former director or officer of the corporation with respect to any acts, omissions or status of such person occurring prior to such repeal or modification.
ARTICLE VI
CERTIFICATES
OF STOCK
Section 1. Form. The board of directors of the corporation may provide by resolution or resolutions that some or
all of any or all classes or series of its stock shall be uncertificated shares. If the corporation elects to certificate its shares, every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the
corporation by any 2 authorized officers of the corporation, certifying the number of shares owned by such holder in the corporation. If such a certificate is countersigned (1) by a transfer agent or an assistant transfer agent other than the
corporation or its employee or (2) by a registrar, other than the corporation or its employee, the signature of any such officer may be facsimiles. In case any officer or officers who have signed, or whose facsimile signature or signatures have
been used on, any such certificate or certificates shall cease to be such officer or officers of the corporation whether because of death, resignation or otherwise before such certificate or certificates have been
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delivered by the corporation, such certificate or certificates may nevertheless be issued and delivered as though the person or persons who signed such certificate or certificates or whose
facsimile signature or signatures have been used thereon had not ceased to be such officer or officers of the corporation. All certificates for shares shall be consecutively numbered or otherwise identified. The name of the person to whom the shares
represented thereby are issued, with the number of shares and date of issue, shall be entered on the books of the corporation. Shares of stock of the corporation shall only be transferred on the books of the corporation by the holder of record
thereof or by such holder’s attorney duly authorized in writing, upon surrender to the corporation of the certificate or certificates for such shares endorsed by the appropriate person or persons, with such evidence of the authenticity of such
endorsement, transfer, authorization, and other matters as the corporation may reasonably require, and accompanied by all necessary stock transfer stamps. In that event, it shall be the duty of the corporation to issue a new certificate to the
person entitled thereto, cancel the old certificate or certificates, and record the transaction on its books. The board of directors may appoint a bank or trust company organized under the laws of the United States or any state thereof to act as its
transfer agent or registrar, or both in connection with the transfer of any class or series of securities of the corporation.
Section 2. Lost Certificates. The board of directors may direct a new certificate or certificates to be issued in place of any
certificate or certificates previously issued by the corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed. When
authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen, or destroyed certificate or certificates, or his
or her legal representative, to give the corporation a bond sufficient to indemnify the corporation against any claim that may be made against the corporation on account of the loss, theft or destruction of any such certificate or the issuance of
such new certificate.
Section 3. Fixing a Record Date for Stockholder Meetings. In order that the corporation may determine
the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date
is adopted by the board of directors, and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If no record date is fixed by the board of directors, the record date for
determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be the close of business on the next day preceding the day on which notice is given, or if notice is waived, at the close of business on the day next
preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may
fix a new record date for the adjourned meeting.
Section 4. Fixing a Record Date for Action by Written Consent. In order that
the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the
record date is adopted by the board of directors, and which date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no record date has been fixed by the
board of
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directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by
statute, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business,
or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail,
return receipt requested. If no record date has been fixed by the board of directors and prior action by the board of directors is required by statute, the record date for determining stockholders entitled to consent to corporate action in writing
without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.
Section 5. Fixing a Record Date for Other Purposes. In order that the corporation may determine the stockholders entitled to
receive payment of any dividend or other distribution or allotment or any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purposes of any other lawful action, the board
of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such action. If no record date
is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.
Section 6. Registered Stockholders. Prior to the surrender to the corporation of the certificate or certificates for a share or
shares of stock with a request to record the transfer of such share or shares, the corporation may treat the registered owner as the person entitled to receive dividends, to vote, to receive notifications, and otherwise to exercise all the rights
and powers of an owner. The corporation shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof.
Section 7. Subscriptions for Stock. Unless otherwise provided for in the subscription agreement, subscriptions for shares shall be
paid in full at such time, or in such installments and at such times, as shall be determined by the board of directors. Any call made by the board of directors for payment on subscriptions shall be uniform as to all shares of the same class or as to
all shares of the same series. In case of default in the payment of any installment or call when such payment is due, the corporation may proceed to collect the amount due in the same manner as any debt due the corporation.
ARTICLE VII
GENERAL
PROVISIONS
Section 1. Dividends. Dividends upon the capital stock of the corporation, subject to the provisions of the
corporation’s certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the
provisions of the corporation’s certificate of incorporation. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their
absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or any other purpose and the directors may modify or abolish any such
reserve in the manner in which it was created.
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Section 2. Checks, Drafts or Orders. All checks, drafts, or other orders for the
payment of money by or to the corporation and all notes and other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation, and in such manner, as shall be
determined by resolution of the board of directors or a duly authorized committee thereof.
Section 3. Contracts. The board of
directors may authorize any officer or officers, or any agent or agents, of the corporation to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or
confined to specific instances.
Section 4. Loans. The corporation may lend money to, or guarantee any obligation of, or
otherwise assist any officer or other employee of the corporation or of its subsidiary, including any officer or employee who is a director of the corporation or its subsidiary, whenever, in the judgment of the directors, such loan, guaranty or
assistance may reasonably be expected to benefit the corporation. The loan, guaranty or other assistance may be with or without interest, and may be unsecured, or secured in such manner as the board of directors shall approve, including, without
limitation, a pledge of shares of stock of the corporation. Nothing in this section contained shall be deemed to deny, limit or restrict the powers of guaranty or warranty of the corporation at common law or under any statute.
Section 5. Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the board of directors.
Section 6. Corporate Seal. The board of directors shall provide a corporate seal which shall be in the form of a circle and shall
have inscribed thereon the name of the corporation and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.
Section 7. Voting Securities Owned By Corporation. Voting securities in any other corporation or other entity (such as a limited
liability company, limited partnership or trust) held by the corporation shall be voted as directed by the board of directors, unless the board of directors specifically confers authority to vote with respect thereto, which authority may be general
or confined to specific instances, upon some other person or officer. Any person authorized to vote securities shall have the power to appoint proxies, with general power of substitution..
Section 8. Inspection of Books and Records. Any stockholder of record, in person or by attorney or other agent, shall, upon
written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the corporation’s stock ledger, a list of its stockholders, and its other books and records, and to
make copies or extracts therefrom. A proper purpose shall mean any purpose reasonably related to such person’s interest as a stockholder. In every instance where an attorney or other agent shall be the person who seeks the right to inspection,
the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the stockholder. The demand under oath shall be directed to the corporation at its registered
office in the State of Delaware or at its principal place of business.
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Section 9. Exclusive Jurisdiction. Unless otherwise waived by resolution of the
Board, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the corporation, (ii) any action asserting a claim of breach of a fiduciary duty
owed by any director or officer of the corporation to the corporation or the corporation’s stockholders, (iii) any action asserting a claim against the corporation arising pursuant to any provision of the
by-laws or (iv) any action asserting a claim against the corporation governed by the internal affairs doctrine, except, as to each of (i) through (iv), for any claim for which the Delaware Chancery
Court determines there is an indispensable party not subject to its jurisdiction (and such party does not consent to such jurisdiction within ten days of such determination).
Section 10. Section Headings. Section headings in these bylaws are for convenience of reference only and shall not be given any
substantive effect in limiting or otherwise construing any provision herein.
Section 11. Inconsistent Provisions. In the
event that any provision of these bylaws is or becomes inconsistent with any provision of the corporation’s certificate of incorporation, the General Corporation Law of the State of Delaware or any other applicable law, the provision of these
bylaws shall not be given any effect to the extent of such inconsistency but shall otherwise be given full force and effect.
ARTICLE
VIII
AMENDMENTS
These bylaws may be amended, altered, or repealed and new bylaws adopted at any meeting of the board of directors by a majority vote. The fact
that the power to adopt, amend, alter, or repeal the bylaws has been conferred upon the board of directors shall not divest the stockholders of the same powers.
- 14 -
EX-99.1
EX-99.1
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EX-99.1
Exhibit 99.1
Sealed Air Announces Completion of Acquisition by CD&R
CHARLOTTE, N.C., April 9, 2026 /PRNewswire/ — Sealed Air Corporation (“Sealed Air” or the “Company”), a leading
global provider of food and protective packaging solutions, today announced the completion of its previously announced acquisition by funds affiliated with CD&R.
“Today marks the beginning of an exciting new chapter for Sealed Air,” said Sealed Air President and Chief Executive Officer Dustin Semach.
“With CD&R’s partnership, we will accelerate our strategy by investing in innovation and expanding our capabilities, enabling us to operate with a longer-term view and deliver even greater value to our customers and employees.”
“We are excited to complete this transaction and partner with Sealed Air as the company enters its next phase of growth and success,” said
Rob Volpe, Partner at CD&R. “Sealed Air has built a strong foundation with deep customer and supplier relationships, differentiated capabilities, and a talented team, and we look forward to supporting them as they continue their momentum
and accelerate growth.”
Sealed Air will remain headquartered in Charlotte, North Carolina, and will continue to operate under the Sealed Air name.
CD&R is committed to supporting Sealed Air’s growth across its Food and Protective businesses, building on the Company’s legacy of delivering high-performance materials, automated packaging equipment and world-class service.
On November 17, 2025, Sealed Air announced that it had entered into a definitive agreement to be acquired by CD&R at an enterprise value of
$10.3 billion. With the completion of the transaction, Sealed Air stockholders are entitled to receive $42.15 in cash for each share of Sealed Air common stock owned as of immediately prior to the effective time of the merger.
Sealed Air is now a privately held company and its shares have ceased trading on the New York Stock Exchange.
Advisors
Evercore served as exclusive financial advisor
and Latham & Watkins LLP served as legal counsel to Sealed Air. BofA Securities, BNP Paribas Securities Corp, Citi, Goldman Sachs, J.P. Morgan Securities LLC, Lazard, Mizuho, RBC Capital Markets, UBS Investment Bank and Wells Fargo served
as financial advisors to CD&R. Kirkland & Ellis LLP and Debevoise & Plimpton LLP served as legal counsel to CD&R.
About
Sealed Air
Sealed Air Corporation is a leading global provider of packaging solutions that integrate sustainable, high-performance materials,
automation, equipment and services. Sealed Air designs, manufactures and delivers packaging solutions that preserve food, protect goods and automate packaging processes. We deliver our packaging solutions to an array of end markets
including fresh proteins, foods, fluids and liquids, medical and life science, e-commerce retail, logistics and omnichannel fulfillment operations, and industrials. Our globally recognized solution brands
include CRYOVAC® brand food packaging, SEALED AIR® brand protective packaging, LIQUIBOX® brand liquids systems, AUTOBAG® brand automated packaging systems, and BUBBLE WRAP® brand packaging.
About CD&R
Founded in 1978, CD&R is a leading private investment firm with a strategy of generating strong investment returns by building more robust and sustainable
businesses through the combination of skilled investment experience and deep operating capabilities. In partnership with the management teams of its portfolio companies, CD&R takes a long-term view of value creation and emphasizes positive
stewardship and impact. The firm invests in businesses that span a broad range of industries, including industrial, healthcare, consumer, technology and financial services end markets. CD&R is privately owned by its partners and has offices in
New York and London. For more information, please visit www.cdr.com and follow the firm’s activities through LinkedIn and @CDRBuilds on X/Twitter.
Cautionary Note Concerning Forward-Looking Statements
This release contains certain forward-looking statements that reflect Sealed Air’s current views with respect to certain current and future events,
including, without limitation, statements relating to Sealed Air’s future strategy, growth and performance. These forward-looking statements are, and will be, subject to many risks, uncertainties and factors relating to Sealed Air’s
operations and business environment which may cause future events to be materially different from these forward-looking statements or anything implied therein. Any forward-looking statements in this release are based upon information available to
Sealed Air on the date of this release. Sealed Air does not undertake to publicly update or revise its forward-looking statements even if experience or future changes make it clear that any statements expressed or implied therein will not be
realized. Additional information on risk factors that could affect Sealed Air may be found in Sealed Air’s filings with the Securities and Exchange Commission.
Contacts
Sealed Air
Andi Cole
Head of Global Corporate Communications
andi.cole@sealedair.com
FGS Global
SealedAir-FGS@fgsglobal.com
CD&R
Jon Selib
JSelib@cdr.com
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