SWSmurfit Westrock
Deals between SW and its directors, executives, owners of more than 5% or their families: a relative on the payroll, a plane the company charters from its CEO, a director's company that buys from it. SEC rules (Item 404) make the company list every such deal over $120,000 in its proxy statement. Below: what the proxy filed 2026-03-11 reports that the one filed 2025-03-19 did not, quoted as filed.
New this year
2 newParagraphs about a deal, a person or a relative with nothing like them in the proxy filed 2025-03-19.
Related Person Transactions“Whakatane Mill, which is owned by Power Paperboard Limited, had been an ordinary course supplier of paperboard to WestRock prior to the Combination of WestRock and Smurfit Kappa. Since the Combination, Whakatane Mill has continued to supply paperboard in the ordinary course of business to the now combined company, with Smurfit Westrock purchasing $14.6 million worth of paperboard from Whakatane Mill beginning with the Combination through to the Latest Practicable Date for this Proxy Statement.”
Read it in the proxy ↗
Related Person Transactions“The father of our Chief Executive Officer holds an 18% beneficial ownership interest in Power Paperboard Limited and his brother serves as a non-executive director of that company, and the supply from Whakatane Mill following the Combination is therefore a “related person” transaction for the purposes of our Related Party Policy. In reviewing and approving this interested transaction, the Audit Committee considered, among other things, the ordinary course nature of the transaction, its existence before WestRock was combined with Smurfit Kappa and that the terms of the transaction are no less favorable than those generally available to an unaffiliated third party under the same or similar circumstances.”
Read it in the proxy ↗
The whole section 4 paragraphs, proxy filed 2026-03-11
Related Person Transactions Policy“Our Board adopted a written policy (the “Related Person Transaction Policy”) regarding the review, approval or disapproval by our Audit Committee of transactions between us or any of our subsidiaries and any related person (defined to include our executive officers, directors or director nominees, any shareholder beneficially owning in excess of 5% of ordinary shares, and any immediate family member of any of the foregoing persons or any firm, corporation or other entity in which any of the foregoing persons is employed or is a general partner or principal or in a similar position or in which such person has a 10% or greater beneficial ownership interest) in which the amount involved since the beginning of our last completed fiscal year will or may be expected to exceed $120,000 and in which one or more of such related persons has a direct or indirect material interest. In addition, the Related Person Transaction Policy includes a list of certain transactions that are deemed pre-approved under the policy, such as compensation for services of NEOs or Board members. In approving or rejecting any “related person” transaction, our Audit Committee will consider the relevant facts and circumstances available and deemed relevant to the Audit Committee. Any Board member who is a related person with respect to a transaction under review by the Audit Committee will not be permitted to participate in the deliberations or vote on approval, ratification, or disapproval of the transaction.”
Read it in the proxy ↗
Related Person Transactions“Except as otherwise noted below, since January 1, 2025, the Company has not been a participant in any transaction, and is not a participant in any currently proposed transaction, in which any related person had or will have a direct or indirect material interest that would require disclosure under Item 404(a) of Regulation S-K.”
Read it in the proxy ↗
Related Person Transactions“Whakatane Mill, which is owned by Power Paperboard Limited, had been an ordinary course supplier of paperboard to WestRock prior to the Combination of WestRock and Smurfit Kappa. Since the Combination, Whakatane Mill has continued to supply paperboard in the ordinary course of business to the now combined company, with Smurfit Westrock purchasing $14.6 million worth of paperboard from Whakatane Mill beginning with the Combination through to the Latest Practicable Date for this Proxy Statement.”
Read it in the proxy ↗
Related Person Transactions“The father of our Chief Executive Officer holds an 18% beneficial ownership interest in Power Paperboard Limited and his brother serves as a non-executive director of that company, and the supply from Whakatane Mill following the Combination is therefore a “related person” transaction for the purposes of our Related Party Policy. In reviewing and approving this interested transaction, the Audit Committee considered, among other things, the ordinary course nature of the transaction, its existence before WestRock was combined with Smurfit Kappa and that the terms of the transaction are no less favorable than those generally available to an unaffiliated third party under the same or similar circumstances.”
Read it in the proxy ↗
Paragraphs are compared by their words, not read by AI: one counts as new when no paragraph last year shares half of its words, or when it names a person or company last year's section did not. A deal reported again with a new amount is not new. Always check the filing. Open the proxy ↗ · Last year's proxy ↗
Work on SW in a spreadsheet:
Excel workbook (a sheet per section, ten years by column, charts, links to the filings) ·
CSV.
For a Google Sheet that stays up to date, paste =IMPORTDATA("https://tickdelta.com/company/SW/export.csv") into a cell.