SON Sonoco Products Company

 

 

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): February 12, 2025

 

SONOCO PRODUCTS COMPANY

(Exact name of registrant as specified in its charter)

 

	001-11261
	(Commission File Number)

 

South Carolina		57-0248420
(State or other jurisdiction of incorporation)		(I.R.S. Employer Identification Number)

 

1 N. Second St.

Hartsville, South Carolina 29550

(Address of principal executive offices) (Zip Code)

 

(843) 383-7000

(Registrant’s telephone number, including area code)

 

N/A

(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
No par value common stock	SON	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 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 pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

Item 5.02          Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On February 12, 2025, upon the recommendation of its Corporate Governance and Nominating Committee, the Board of Directors (the “Board”) of Sonoco Products Company (the “Company”) approved an increase to the size of the Board from eleven (11) to twelve (12) directors and appointed Scott A. Clark to the Board.

 

Mr. Clark has been appointed to serve on the Audit Committee and the Executive Compensation Committee of the Board, is an independent member of the Board and will stand for election by shareholders at the Company’s 2025 Annual Meeting of Shareholders.

 

Mr. Clark will receive compensation as a non-employee director in accordance with the Company’s non-employee director compensation practices described in “Proposal 1: Election of Directors – Director Compensation” of the Company’s Annual Proxy Statement filed with the U.S. Securities and Exchange Commission on March 15, 2024. There are no arrangements or understandings with any other person pursuant to which Mr. Clark was elected to the Board. Mr. Clark has no direct or indirect material interest in any transaction required to be disclosed by the Company pursuant to Item 404(a) of Regulation S-K.

 

Item 7.01          Regulation FD Disclosure.

 

On February 12, 2025, the Company issued a press release announcing the election of Mr. Clark to the Board. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

The information furnished pursuant to Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

 

Item 9.01          Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.		Description of Exhibit
99.1		Press Release of Sonoco Products Company, dated February 12, 2025.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

 

 

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.

 

	SONOCO PRODUCTS COMPANY
Date: February 13, 2025	By:	/s/ John M. Florence, Jr.
		John M. Florence, Jr.
		General Counsel and Secretary

 

 

Exhibit 99.1

 

 

February 12, 2025	Contact:	Roger Schrum
		843-339-6018
		roger.schrum@sonoco.com

 

Clark Joins Sonoco Board of Directors

 

HARTSVILLE, S.C., U.S. – Sonoco Products Company (“Sonoco” or the “Company”) (NYSE: SON), a global leader in high-value sustainable packaging, today announced that Scott A. Clark has been elected to its Board of Directors. Clark is an independent member of the Sonoco board and will stand for election at the Company’s next scheduled Annual General Meeting.

 

Clark, 59, is a 28-year executive of Michelin where he most recently served as Executive Vice President and Member of Michelin’s Group Executive Committee with responsibilities for the company’s largest global business segments and supervising their largest geographic markets. Previously, he was Chairman and President of Michelin North America along with a variety of operations and marketing leadership roles for the company in the U.S., France and Singapore. Before joining Michelin, Clark started his career as a consumer-packaged goods marketer overseeing a diverse group of snack, cereal and pet care brands for the former Ralston Purina and Ralcorp Holdings.

 

“We are extremely pleased to have Scott joining the Sonoco Board as he brings significant global management, operations and commercial consumer packaged goods leadership. With nearly a decade worth of experience living and leading large businesses in Europe he will provide us key insights into a region which is important for Sonoco’s growth,” said John Haley, Sonoco’s Chairman of the Board of Directors.

 

Clark received a Bachelor of Science degree in accounting and an MBA in marketing from Washington University’s John M. Olin School of Business. He currently resides in Greenville, S.C., and has previously served on the board of TBC Corporation, Michelin North America, the United States Tire Manufacturers Association and the European Tire and Rubber Manufacturers Association.

 

About Sonoco

Sonoco (NYSE: SON) is a global leader in high-value, sustainable packaging that serves some of the world’s best-known brands. Our portfolio is composed of leading products that serve large, attractive end markets for metal and fiber consumer and industrial packaging. Guided by our purpose of Better Packaging. Better Life™, we foster a culture of innovation, collaboration, and excellence to provide solutions that better serve all our stakeholders and support a sustainable future. With net sales of approximately $6.8 billion in 2023, Sonoco has approximately 28,000 employees working in more than 300 operations around the world. Sonoco was named one of America’s Most Responsible Companies by Newsweek. For more information on the Company, visit our website at www.sonoco.com.

 

 

1 North Second Street

Hartsville, S.C. 29550 USA

www.sonoco.com

 

 

Forward-Looking Statements

Certain statements made in this communication are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “accelerate,” “committed,” “enable,” “ensure,” “expect,” “future,” “will,” or the negative thereof, and similar expressions identify forward-looking statements. Forward-looking statements in this communication include, but are not limited to, statements regarding the Company’s journey to simplify its operating structure, leverage its competitive strengths, drive growth and enhance its customer experience, the Company’s ability to serve its stakeholders and support a sustainable future, the effects of senior leadership changes, and the company’s expectations regarding permanent senior leadership roles. These forward-looking statements are made based on current expectations, estimates and projections about the Company’s industry, management’s beliefs and certain assumptions made by management. Such information includes, without limitation, discussions as to guidance and other estimates, perceived opportunities, expectations, beliefs, plans, strategies, goals and objectives concerning the Company’s future financial and operating performance. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Therefore, actual results may differ materially from those expressed or forecasted in such forward-looking statements. Risks and uncertainties include, among other things, risks related to the Company’s ability to execute on its strategy, including with respect to portfolio simplification, organizational streamlining, and capital investments, and achieve the benefits it expects therefrom, and the other risks, uncertainties and assumptions discussed in the Company’s filings with the Securities and Exchange Commission, including its most recent reports on Forms 10-K and 10-Q, particularly under the heading “Risk Factors”. Except as required by applicable law, the Company undertakes no obligation to publicly update or revise forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events discussed herein might not occur.

 

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Cover	Feb. 12, 2025
Cover [Abstract]
Document Type	8-K
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Document Period End Date	Feb. 12, 2025
Entity File Number	001-11261
Entity Registrant Name	SONOCO PRODUCTS COMPANY
Entity Central Index Key	0000091767
Entity Tax Identification Number	57-0248420
Entity Incorporation, State or Country Code	SC
Entity Address, Address Line One	1 N. Second St.
Entity Address, City or Town	Hartsville
Entity Address, State or Province	SC
Entity Address, Postal Zip Code	29550
City Area Code	843
Local Phone Number	383-7000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	No par value common stock
Trading Symbol	SON
Security Exchange Name	NYSE
Entity Emerging Growth Company	false

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