Schedule 14A


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KapStone Paper and Packaging Corporation

1101 Skokie Boulevard

Suite 300

Northbrook, Illinois 60062




PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
         The accompanying proxy is being solicited by the Board of Directors of KapStone Paper and Packaging Corporation (the "Company") and contains information related to the Annual Meeting of Stockholders to be held on Thursday, May 21, 2009, at 11:00 a.m., Central Daylight Savings Time, or any adjournment or postponement thereof, for the purposes described in the accompanying Notice of Annual Meeting. The Annual Meeting will be held at 1033 Skokie Boulevard, Suite 100, Northbrook, Illinois. This Proxy Statement was filed with the Securities and Exchange Commission (the "SEC") on April 15, 2009, and the approximate date on which the Proxy Statement and the accompanying form of proxy were first sent or given to stockholders was April 21, 2009.
        The Company will bear the cost of soliciting proxies. The Company may solicit stockholder proxies by mail through its regular employees, and may request banks and brokers, and other custodians, nominees and fiduciaries, to solicit their customers who have the Company's Common Stock registered in their names and will reimburse them for their reasonable, out-of-pocket costs. The Company may use the services of its officers, directors, and others to solicit proxies, personally or by telephone, without additional compensation.

ABOUT THE MEETING




What is the purpose of the Annual Meeting?
        At the Annual Meeting, stockholders will act upon the matters outlined in the Notice of Annual Meeting that is attached to this Proxy Statement. These matters include the election of directors and the ratification of the reappointment of Ernst & Young LLP as the Company's independent registered public accountants. In addition, management will report on the Company's performance during 2008 and will respond to questions from the Company's stockholders. The Annual Report for the year ended December 31, 2008 is enclosed with this Proxy Statement.

Who is entitled to vote at the meeting?
        Only stockholders of record as of the close of business on the record date, April 3, 2009, will be entitled to vote the shares of the Company's common stock, par value $.0001 per share, ("Common Stock") they held on the record date at the Annual Meeting. As of the close of business on the record date, there were 27,975,591 shares of Common Stock outstanding and entitled to vote.
        Stockholders may vote in person or by proxy. Each holder of shares of the Company's Common Stock is entitled to one vote for each share of Common Stock held on the proposals presented in this Proxy Statement. The Company's bylaws provide that a majority of all of the outstanding shares of Common Stock entitled to vote, whether present in person or represented by proxy, constitutes a quorum for the transaction of business at the Annual Meeting.
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How do I vote?
        If you properly complete and sign the enclosed proxy card and return it as instructed on the proxy card, it will be voted as you direct. If you hold your shares in your name and you attend the meeting, you may deliver your completed proxy card in person. If you hold your shares in "street name" through a brokerage or other nominee, you will need to obtain a proxy card from the institution that holds your shares.
        All shares of Common Stock represented by a proxy will be voted, and where a stockholder specifies a choice with respect to any matter to be acted upon, the shares will be voted in accordance with the specification so made. If you do not indicate a choice on the proxy card, the shares will be voted in favor of the election of the nominees for director contained in this Proxy Statement, in favor of ratifying Ernst & Young LLP as independent registered public accountants for the Company for 2009 and, in the discretion of the proxy holders, on any other matter that comes before the meeting.
        Once you have given your proxy, you may revoke it at any time prior to the time it is voted, by delivering to the Secretary of the Company at the Company's principal offices either a written document revoking the proxy or a duly executed proxy with a later date, or by attending the meeting and voting in person. Merely attending the Annual Meeting will not, by itself, revoke a proxy—you must also vote your shares.
        Abstentions and broker non-votes will be counted for purposes of determining the presence or absence of a quorum. "Broker non-votes" are shares held by brokers or nominees who are present in person or represented by proxy, but which are not voted on a particular matter because instructions have not been received from the beneficial owner and the broker lacks discretion to vote the shares in the absence of such instructions. The effect of broker non-votes and abstentions on the specific items to be brought before the Annual Meeting is discussed under each item.
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STOCK OWNERSHIP BY DIRECTORS AND EXECUTIVE OFFICERS
        The following table sets forth information as of February 28, 2009 regarding the beneficial ownership of the Company's Common Stock by (i) each director and nominee for election as a director; and (ii) each of the Company's named executive officers. Except as otherwise specified, the named beneficial owner has sole voting and investment power over the shares listed.
        The number of shares of Common Stock shown as owned by the persons named below assumes the exercise of all currently exercisable warrants held by such persons and the percentage shown assumes the exercise of such warrants and assumes that no warrants held by others are exercised.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Name

 

Amount and

Nature of

Beneficial

Ownership of

Common Stock(1)

 

Options

Currently

Exercisable or

Exercisable

within 60 days

 

Restricted

Stock

Units(10)

 

Percentage

of

Common

Stock

 

Roger W. Stone(2)

 

 

6,119,994

 

 

79,825

 

 

107,517

 

 

20.4

%

Matthew Kaplan(3)

 

 

2,671,625

 

 

79,825

 

 

107,517

 

 

9.2

%

John M. Chapman(4)

 

 

1,109,103

 

 

10,875

 

 



 

 

3.9

%

James Doughan

 

 

10,875

 

 

10,875

 

 



 

 



%

Jonathan R. Furer(5)

 

 

1,278,375

 

 

10,875

 

 



 

 

4.5

%

Ronald J. Gidwitz

 

 

20,000

 

 



 

 



 

 

0.1

%

Muhit U. Rahman(6)

 

 

1,434,875

 

 

10,875

 

 



 

 

5.0

%

S. Jay Stewart

 

 

20,875

 

 

10,875

 

 



 

 

0.1

%

Andrea K. Tarbox(7)

 

 

68,925

 

 

28,825

 

 

38,817

 

 

0.3

%

Timothy P. Keneally(8)

 

 

102,425

 

 

28,825

 

 

38,817

 

 

0.3

%

 

 

 

 

 

 

 

 

 

 

All directors and executive officers as a group (ten individuals)(9)

 

 

12,837,072

 

 

271,675

 

 

292,668

 

 

43.8

%

 

 

 

 

 

 

 

 

 

 


(1)

Includes options currently exercisable or exercisable within 60 days.

(2)

Includes 1,962,500 shares of Common Stock issuable upon exercise of warrants. 1,573,400 shares of Common Stock and 260,000 shares of Common Stock issuable upon exercise of warrants are owned by Mr. Stone's family foundation of which Mr. Stone is director and has sole voting control and investment discretion over such shares. The business address of such individual is Kapstone Paper and Packaging Corporation, 1101 Skokie Boulevard, Suite 300, Northbrook, IL 60062.


(3)

Includes 1,112,500 shares of Common Stock issuable upon exercise of warrants. 750,000 of the shares of Common Stock are held by a trust controlled by Mr. Kaplan for the benefit of his children. The business address of such individual is Kapstone Paper and Packaging Corporation, 1101 Skokie Boulevard, Suite 300, Northbrook, IL 60062.

(4)

Includes 494,300 shares of Common Stock issuable upon exercise of warrants.

(5)

Includes 517,500 shares of Common Stock issuable upon exercise of warrants.

(6)

Includes 674,000 shares of Common Stock issuable upon exercise of warrants. Mr. Rahman may be deemed to have beneficial ownership of 30,000 of said warrants held by his minor children. 5,000 shares of Common Stock issuable upon exercise of warrants are owned by a partnership in which Mr. Rahman owns 15.625% and shares voting control and investment discretion over such shares.

(7)

Includes 11,500 shares of Common Stock issuable upon exercise of warrants.

(8)

Includes 25,000 shares of Common Stock issuable upon exercise of warrants.

(9)

Includes 4,831,500 shares of Common Stock issuable upon exercise of warrants.

(10)

Restricted stock units (RSUs) granted under the Company's 2006 Incentive Plan. RSUs do not have voting rights. RSUs are converted into shares of Common Stock as the vesting period lapses.
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