Schedule 14A


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TABLE OF CONTENTS
UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.          )

 

 

 

 

 

Filed by the Registrant ý


 


Filed by a Party other than the Registrant o


 


Check the appropriate box:


 


o


 


Preliminary Proxy Statement


 


o


 


Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))


 


ý


 


Definitive Proxy Statement


 


o


 


Definitive Additional Materials


 


o


 


Soliciting Material Pursuant to §240.14a-12





 

 

 

 

 


KAPSTONE PAPER AND PACKAGING CORPORATION

(Name of Registrant as Specified In Its Charter)


 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

 

 

 

 

Payment of Filing Fee (Check the appropriate box):


ý


 


No fee required.


o


 


Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

 

(1)

 

Title of each class of securities to which transaction applies:

          

 

 

(2)

 

Aggregate number of securities to which transaction applies:

          

 

 

(3)

 

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

          

 

 

(4)

 

Proposed maximum aggregate value of transaction:

          

 

 

(5)

 

Total fee paid:

          


o


 


Fee paid previously with preliminary materials.


o


 


Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.


 


 


(1)


 


Amount Previously Paid:

          

 

 

(2)

 

Form, Schedule or Registration Statement No.:

          

 

 

(3)

 

Filing Party:

          

 

 

(4)

 

Date Filed:

          


Table of Contents

KAPSTONE PAPER AND PACKAGING CORPORATION
April 15, 2009
Dear Stockholder:
        This year's Annual Meeting of Stockholders will be held on Thursday, May 21, 2009, at 11:00 a.m., Central Daylight Savings Time, at 1033 Skokie Boulevard, Suite 100, Northbrook, Illinois. You are cordially invited to attend.
        The Notice of Annual Meeting of Stockholders and a Proxy Statement, which describe the formal business to be conducted at the meeting, follow this letter.
        After reading the Proxy Statement, please make sure to vote your shares by promptly dating, signing, and returning the enclosed proxy card or attending the annual meeting in person. Regardless of the number of shares you own, your careful consideration of, and vote on, the matters before the Company's stockholders are important.
        A copy of the Company's 2008 Annual Report is also enclosed.
        I look forward to seeing you at the Annual Meeting.

 

 

 

 

 

Very truly yours,



 


 


 

 

 

Roger W. Stone

Chairman and Chief Executive Officer


Table of Contents

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 21, 2009
To the Stockholders:
        The Annual Meeting of Stockholders of KapStone Paper and Packaging Corporation ("KapStone" or the "Company"), will be held on Thursday, May 21, 2009, at 11:00 a.m., Central Daylight Savings Time, at 1033 Skokie Boulevard, Suite 100, Northbrook, Illinois, for the following purposes:
1.

To vote upon the election of the three Class C directors identified in the proxy statement that accompanies this notice, each to hold office for a three-year term and until his respective successor is elected and qualified. The Board of Directors has nominated the following persons for election as Class C directors at the meeting: James Doughan, Jonathan R. Furer and Roger W. Stone.

2.

To ratify the appointment of Ernst & Young LLP as the Corporation's independent registered public accounting firm for the year ending December 31, 2009.

3.

To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.
        Stockholders of record at the close of business on April 3, 2009, are entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements thereof. For ten days prior to the Annual Meeting, a complete list of the stockholders of record on April 3, 2009, will be available at the Company's principal offices for examination during ordinary business hours by any stockholder for any purpose relating to the meeting.

 

 

 

 

 

By Order of the Board of Directors,



 


 


 

 

 

Roger W. Stone

Chairman and Chief Executive Officer

Northbrook, Illinois

April 15, 2009
        IMPORTANT: Please promptly fill in, date, sign and return the enclosed proxy card in the accompanying pre-paid envelope to ensure that your shares are represented at the meeting. You may revoke your proxy before it is voted. If you attend the meeting, you may choose to vote in person even if you have previously sent in your proxy card.
        Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders To Be Held on May 21, 2009
The Company's Proxy Statement for the 2009 Annual Meeting of Stockholders and the

Annual Report to Stockholders for the fiscal year ended December 31, 2008, are available at

www.phx.corporate-ir.net/staging/phoenix.zhtml?c=190219&p=irol-IRHome
i


Table of Contents

TABLE OF CONTENTS




 

 

 

 

 


 

Page

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

 

i

PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS

 

1

ABOUT THE MEETING

 

1

 

What is the purpose of the Annual Meeting?

 

1

 

Who is entitled to vote at the meeting?

 

1

 

How do I vote?

 

2

STOCK OWNERSHIP BY DIRECTORS AND EXECUTIVE OFFICERS

 

3

CERTAIN BENEFICIAL STOCKHOLDERS

 

4

 

Securities Authorized For Issuance Under Equity Compensation Plan

 

6

PROPOSAL 1 ELECTION OF DIRECTORS

 

7

 

Nominees for election at the 2009 Annual Meeting of Stockholders

 

7

 

How often did the Board meet during 2008?

 

11

 

What is the Company's policy regarding attendance by the Board of Directors at the Annual Meeting of Stockholders?

 

11

 

What committees has the Board of Directors established?

 

11

 

How are directors compensated?

 

12

 

2008 Director Compensation

 

13

 

Outstanding Equity Awards at 2008 Fiscal Year End Table

 

13

REPORT OF THE AUDIT COMMITTEE

 

14

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

16

 

Fees of Independent Registered Public Accounting Firm

 

16

 

Pre-Approval of Independent Registered Public Accountants' Services

 

16

EXECUTIVE COMPENSATION

 

17

 

Compensation Discussion and Analysis

 

17

 

Report of the Compensation Committee of the Board of Directors

 

24

 

Compensation Committee Interlocks and Insider Participation

 

24

2008 SUMMARY COMPENSATION TABLE

 

25

2008 GRANTS OF PLAN-BASED AWARDS

 

26

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2008

 

27

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

 

28

NOMINATING AND GOVERNANCE COMMITTEE

 

28

 

Who are the nominees for election at the 2009 Annual Meeting of Stockholders?

 

28

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

 

29

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

 

29

CODE OF ETHICS

 

29

PROPOSAL 2

 

30

 

Ratification of Appointment of Independent Registered Public Accountants

 

30

 

Vote Required and Board of Directors Recommendation

 

30

ADDITIONAL INFORMATION

 

31

WHERE YOU CAN FIND MORE INFORMATION

 

32

TRANSACTION OF OTHER BUSINESS

 

32

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