1 unchanged sentence
Management's Evaluation of Disclosure Controls and Procedures
−Removed: Our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) are designed to ensure that information required to be disclosed by us in reports we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the appropriate time periods, and that such information is accumulated and communicated to the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely discussions regarding required disclosure.
+Added: Our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) are designed to ensure that information required to be disclosed by us in reports we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
We, under the supervision of and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures.
36 unchanged sentences
INDEX TO EXHIBITS
+Added: Exhibit Description
3.1 Amended and Restated Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No.
3 unchanged sentences
4.1 Description of Securities Registered under Section 12 of the Securities Exchange Act of 1934 (incorporated herein by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K filed with the SEC on February 12, 2021)
+Added: 4.2 Form of Indenture (incorporated herein by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-3 (File No.
+Added: 333-265136) filed with the SEC on May 23, 2022)
+Added: 4.3 Form of Debt Security (included in Exhibit 4.2)
10.1† Form of Indemnification Agreement (incorporated herein by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-1 (File No.
4 unchanged sentences
10.3† Reynolds Consumer Products Inc.
−Removed: Equity Incentive Plan, as amended and restated effective January 27, 2022
+Added: Equity Incentive Plan, as amended and restated effective January 27, 2022 (incorporated herein by reference to Exhibit 10.3 to the Company's Annual Report on Form 10-K filed with the SEC on February 9, 2022)
10.4† Form of Restricted Stock Unit Award Letter (incorporated herein by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-1 (File No.
2 unchanged sentences
333-234731) filed with the SEC on November 15, 2019)
−Removed: Form of Restricted Stock Unit Award Agreement under the Equity Incentive Plan
−Removed: Form of Performance Share Unit Award Agreement under the Equity Incentive Plan
+Added: 10.6† Form of Restricted Stock Unit Award Agreement under the Equity Incentive Plan (incorporated herein by reference to Exhibit 10.6 to the Company's Annual Report on Form 10-K filed with the SEC on February 9, 2022)
+Added: 10.7† Form of Performance Share Unit Award Agreement under the Equity Incentive Plan (incorporated herein by reference to Exhibit 10.7 to the Company's Annual Report on Form 10-K filed with the SEC on February 9, 2022)
10.8† Form of Performance Share Unit Award Letter (incorporated herein by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-1 (File No.
6 unchanged sentences
333-234731) filed with the SEC on November 15, 2019)
−Removed: Employment Agreement, dated July 18, 2019, between Reynolds Consumer Products LLC and Stephan Pace (incorporated herein by reference to Exhibit 10.9 to the Company’s Registration Statement on Form S-1 (File No.
−Removed: 333-234731) filed with the SEC on November 15, 2019)
10.12† Employment Agreement, dated July 29, 2019, between Reynolds Consumer Products LLC and Rachel Bishop (incorporated herein by reference to Exhibit 10.29 to the Company’s Registration Statement on Form S-1 (File No.
333-234731) filed with the SEC on January 28, 2020)
−Removed: Employment Agreement, dated July 8, 2019, between Reynolds Consumer Products LLC and Judith Buckner
−Removed: Lance Mitchell Transaction Success Bonus Letter, dated July 8, 2019 (incorporated herein by reference to Exhibit 10.10 to the Company’s Registration Statement on Form S-1 (File No.
−Removed: 333-234731) filed with the SEC on November 15, 2019)
−Removed: Michael Graham Transaction Success Bonus Letter, dated July 8, 2019 (incorporated herein by reference to Exhibit 10.11 to the Company’s Registration Statement on Form S-1 (File No.
−Removed: 333-234731) filed with the SEC on November 15, 2019)
−Removed: Craig Cappel Transaction Success Bonus Letter, dated July 8, 2019 (incorporated herein by reference to Exhibit 10.12 to the Company’s Registration Statement on Form S-1 (File No.
−Removed: 333-234731) filed with the SEC on November 15, 2019)
−Removed: Stephan Pace Transaction Success Bonus Letter, dated July 8, 2019 (incorporated herein by reference to Exhibit 10.13 to the Company’s Registration Statement on Form S-1 (File No.
−Removed: 333-234731) filed with the SEC on November 15, 2019)
−Removed: Rachel Bishop Transaction Success Bonus Letter, dated July 8, 2019 (incorporated herein by reference to Exhibit 10.15 to the Company’s Annual Report on Form 10-K filed with the SEC on March 10, 2020)
−Removed: Lance Mitchell Restricted Stock Memo, dated July 8, 2019 (incorporated herein by reference to Exhibit 10.14 to the Company’s Registration Statement on Form S-1 (File No.
−Removed: 333-234731) filed with the SEC on November 15, 2019)
−Removed: Michael Graham Restricted Stock Memo, dated July 8, 2019 (incorporated herein by reference to Exhibit 10.15 to the Company’s Registration Statement on Form S-1 (File No.
−Removed: 333-234731) filed with the SEC on November 15, 2019)
−Removed: Craig Cappel Restricted Stock Memo, dated July 8, 2019 (incorporated herein by reference to Exhibit 10.16 to the Company’s Registration Statement on Form S-1 (File No.
−Removed: 333-234731) filed with the SEC on November 15, 2019)
−Removed: Stephan Pace Restricted Stock Memo, dated July 8, 2019 (incorporated herein by reference to Exhibit 10.17 to the Company’s Registration Statement on Form S-1 (File No.
−Removed: 333-234731) filed with the SEC on November 15, 2019)
−Removed: Rachel Bishop Restricted Stock Memo, dated July 8, 2019 (incorporated herein by reference to Exhibit 10.20 to the Company’s Annual Report on Form 10-K filed with the SEC on March 10, 2020)
+Added: 10.13† Employment Agreement, dated July 8, 2019, between Reynolds Consumer Products LLC and Judith Buckner (incorporated herein by reference to Exhibit 10.14 to the Company's Annual Report on Form 10-K filed with the SEC on February 9, 2022)
+Added: 10.14*† Employment Agreement, dated February 28, 2022, between Reynolds Consumer Products LLC and Lisa Smith
+Added: 10.15*† Amended and Restated Employment Agreement, dated May 31 , 2022, between Reynolds Consumer Products LLC and Michael Graham
+Added: 10.16*† Amended and Restated Employment Agreement, dated May 31 , 2022, between Reynolds Consumer Products LLC and Craig Cappel
+Added: 10.17*† Amended and Restated Employment Agreement, dated May 31 , 2022, between Reynolds Consumer Products LLC and Rachel Bishop
+Added: 10.18*† Amended and Restated Employment Agreement, dated May 31 , 2022 between Reynolds Consumer Products LLC and Judith Buckner
10.19 Master Supply Agreement, dated November 1, 2019, between Reynolds Consumer Products LLC, as Seller, and Pactiv LLC, as Buyer (incorporated herein by reference to Exhibit 10.18 to the Company’s Registration Statement on Form S-1 (File No.
4 unchanged sentences
333-234731) filed with the SEC on November 15, 2019)
−Removed: Transition Services Agreement, dated November 1, 2019, between Pactiv LLC and Reynolds Consumer Products LLC (incorporated herein by reference to Exhibit 10.21 to the Company’s Registration Statement on Form S-1 (File No.
−Removed: 333-234731) filed with the SEC on November 15, 2019)
−Removed: Transition Services Agreement, dated January 22, 2020, between Rank Group Limited and Reynolds Consumer Products Inc.
−Removed: (incorporated herein by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the SEC on February 4, 2020)
−Removed: Transition Services Agreement, dated February 4, 2020, between Reynolds Group Holdings Inc.
−Removed: and Reynolds Consumer Products Inc.
−Removed: (incorporated herein by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on February 4, 2020)
10.22 Amended and Restated Lease Agreement, dated January 1, 2020, between Pactiv LLC and Reynolds Consumer Products LLC (incorporated herein by reference to Exhibit 10.23 to the Company’s Registration Statement on Form S-1 filed with the SEC on January 21, 2020)
14 unchanged sentences
Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
−Removed: Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document
−Removed: Inline XBRL Taxonomy Extension Schema Document
−Removed: Inline XBRL Taxonomy Extension Calculation Linkbase Document
−Removed: Inline XBRL Taxonomy Extension Definition Linkbase Document
−Removed: Inline XBRL Taxonomy Extension Label Linkbase Document
−Removed: Inline XBRL Taxonomy Extension Presentation Linkbase Document
+Added: 101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document
+Added: 101.SCH Inline XBRL Taxonomy Extension Schema Document
+Added: 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
+Added: 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
+Added: 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
+Added: 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
11 unchanged sentences
Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
−Removed: /s/ Lance Mitchell
−Removed: Chief Executive Officer and Director
−Removed: (Principal Executive Officer )
−Removed: February 9, 2022
+Added: Signature Title Date
+Added: /s/ Lance Mitchell Chief Executive Officer and Director
+Added: (Principal Executive Officer) February 8, 2023
Lance Mitchell
−Removed: /s/ Michael Graham
−Removed: Chief Financial Officer
−Removed: (Principal Financial Officer)
−Removed: February 9, 2022
+Added: /s/ Michael Graham Chief Financial Officer
+Added: (Principal Financial Officer) February 8, 2023
Michael Graham
−Removed: /s/ Chris Mayrhofer
−Removed: Senior Vice President and Controller
−Removed: (Principal Accounting Officer)
−Removed: February 9, 2022
+Added: /s/ Chris Mayrhofer Senior Vice President and Controller
+Added: (Principal Accounting Officer) February 8, 2023
Chris Mayrhofer
−Removed: /s/ Richard Noll
−Removed: Director and Chairman of
−Removed: the Board of Directors
−Removed: February 9, 2022
−Removed: /s/ Gregory Cole
−Removed: February 9, 2022
−Removed: /s/ Helen Golding
−Removed: February 9, 2022
+Added: /s/ Richard Noll Director and Chairman of
+Added: the Board of Directors February 8, 2023
+Added: /s/ Gregory Cole Director February 8, 2023
+Added: /s/ Helen Golding Director February 8, 2023
Helen Golding
−Removed: /s/ Marla Gottschalk
−Removed: February 9, 2022
+Added: /s/ Marla Gottschalk Director February 8, 2023
Marla Gottschalk
−Removed: /s/ Allen Hugli
−Removed: February 9, 2022
−Removed: /s/ Ann Ziegler
−Removed: February 9, 2022
+Added: /s/ Allen Hugli Director February 8, 2023
+Added: /s/ Ann Ziegler Director February 8, 2023
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.