Delaware | 001-00566 | 31-4388903 | |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | |
425 Winter Road, Delaware, Ohio | 43015 | ||
(Address of principal executive offices) | (Zip Code) |
¨ | 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)) |
Item 2.02. | Results of Operations and Financial Condition. |
(i) | the Company's consolidated operating profit, before special items, for the first quarter of 2018 and the first quarter of 2017, which is equal to the Company's consolidated operating profit for the applicable period plus restructuring charges, plus acquisition-related costs, plus non-cash asset impairment charges, plus gains on disposal of properties, plants, equipment and businesses, net, each on a consolidated basis for the applicable period; |
(ii) | the Company's net income, excluding the impact of special items, for the first quarter of 2018 and the first quarter of 2017, which is equal to the Company's consolidated net income for the applicable period plus restructuring charges, plus acquisition-related costs, plus non-cash asset impairment charges, plus the provisional net tax benefit resulting from the Tax Cuts and Jobs Act of 2017 (the "Tax Reform Act"), plus non-cash pension settlement charges, plus gains on disposal of properties, plants, equipment and businesses, net, each net of tax and noncontrolling interest and on a consolidated basis for the applicable period; |
(iii) | earnings per diluted class A share of the Company, excluding the impact of special items, for the first quarter of 2018 and the first quarter of 2017, which is equal to earnings per diluted class A share of the Company for the applicable period plus restructuring charges, plus acquisition-related costs, plus non-cash asset impairment charges, plus the provisional net tax benefit resulting from the Tax Reform Act, plus non-cash pension settlement charges, plus gains on disposal of properties, plants, equipment and businesses, net, each net of tax and noncontrolling interest and on a consolidated basis for the applicable period; |
(iv) | the Company’s consolidated free cash flow for the first quarter of 2018 and the first quarter of 2017, which is equal to the Company’s consolidated net cash provided by operating activities for the applicable period less cash paid for purchases of properties, plants and equipment for the applicable period; |
(v) | operating profit before special items for the Company’s Rigid Industrial Packaging & Services business segment for the first quarter of 2018 and the first quarter of 2017 which is equal to that business segment’s operating profit plus restructuring charges, plus acquisition-related costs, plus non-cash asset impairment charges, plus gains on disposal of properties, plants, equipment and businesses, net, each for the applicable period; |
(vi) | operating profit before special items for the Company’s Paper Packaging & Services business segment for the first quarter of 2018 and the first quarter of 2017 which is equal to that business segment’s operating profit plus gains on disposal of properties, plants, equipment and businesses, net, each for the applicable period; |
(vii) | operating profit before special items for the Company’s Flexible Products & Services business segment for the first quarter of 2018 and the first quarter of 2017, which is equal to that business segment’s operating profit plus restructuring charges, plus non-cash asset impairment charges, plus losses on disposal of properties, plants, equipment and businesses, net, each for the applicable period; |
(viii) | operating profit before special items for the Company’s Land Management business segment for the first quarter of 2018 and the first quarter of 2017, which is equal to that business segment’s operating profit plus gains on disposal of properties, plants, equipment and businesses, net, each for the applicable period; |
(ix) | net sales excluding foreign currency translation for the Company's Rigid Industrial Packaging & Services business segment for the first quarter of 2018 and the first quarter of 2017, which is equal to that business segment's net sales for the applicable quarter, after adjusting such sales for the first quarter of 2018 for foreign currency translation; and |
(x) | net sales excluding foreign currency translation for the Company's Flexible Products & Services business segment for the first quarter of 2018 and the first quarter of 2017, which is equal to that business segment's net sales for the applicable quarter, after adjusting such sales for the first quarter of 2018 for foreign currency translation. |
(i) | The Company's 2018 Class A earnings per share before special items, which is equal to earnings per diluted class A share of the Company for the applicable period plus restructuring charges, plus acquisition-related costs, plus non-cash asset impairment charges, plus non-cash pension settlement charges, plus the provisional net tax benefit resulting from the Tax Reform Act, plus gains on disposal of properties, plants, equipment and businesses, net, each net of tax, other income tax related events, noncontrolling interest and on a consolidated basis for the applicable period; and |
(ii) | 2018 projected free cash flow which is equal to the Company's consolidated net cash provided by operating activities for the applicable period and scenario less cash paid for capital expenditures for the applicable period and scenario. A reconciliation of this forward-looking non-GAAP financial measure was included in the Earnings Release. |
PROPOSAL 001 ELECTION OF DIRECTORS | |||
*** | FOR | WITHHELD | |
VICKI L. AVRIL | 19,561,807 | 28,220 | |
BRUCE A. EDWARDS | 19,529,750 | 60,277 | |
MARK A. EMKES | 19,553,593 | 36,434 | |
JOHN F. FINN | 19,542,645 | 47,382 | |
MICHAEL J. GASSER | 18,148,632 | 1,441,395 | |
DANIEL J. GUNSETT | 18,128,674 | 1,461,353 | |
JUDITH D. HOOK | 19,549,282 | 40,745 | |
JOHN W. MCNAMARA | 19,546,226 | 43,801 | |
PATRICK J. NORTON | 19,533,650 | 56,377 | |
PETER G. WATSON | 19,574,565 | 15,462 |
PROPOSAL 002 PROPOSAL TO AMEND MATERIAL TERMS OF THE AMENDED AND RESTATED LONG TERM INCENTIVE COMPENSATION PLAN AND TO REAFFIRM SUCH PLAN | ||||||
*** | FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||
TOTAL SHARES VOTED | 15,255,421 | 4,324,191 | 10,415 | — |
Item 9.01. | Financial Statements and Exhibits. |
(d) | Exhibits. |
Exhibit No. | Description |
Press release issued by Greif, Inc. on February 28, 2018 announcing the financial results for its first quarter ended January 31, 2018. | |
File transcript of conference call with interested investors and financial analysts held by management of Greif, Inc. on March 1, 2018. |
GREIF, INC. | ||
Date: March 5, 2018 | By | /s/ Lawrence A. Hilsheimer |
Lawrence A. Hilsheimer, Executive Vice President and Chief Financial Officer |
Exhibit No. | Description |
Press release issued by Greif, Inc. on February 28, 2018 announcing the financial results for its first quarter ended January 31, 2018. | |
File transcript of conference call with interested investors and financial analysts held by management of Greif, Inc. on March 1, 2018. |