UNITEDSTATES SECURITIESANDEXCHANGECOMMISSION Washington,D.C.20549 FORM8-K CURRENTREPORT PursuanttoSection13or15(d)oftheSecuritiesExchangeActof1934 Date of Report (Date of earliest event reported): November2,2018 WRKCoInc. (Exact name of registrant as specified in charter) Delaware 001-37484 47-3335141 (State or other jurisdiction of (Commission (IRS Employer incorporation) File Number) Identification No.) 1000AbernathyRoad,Atlanta,GA 30328 (Address of principal executive offices) (Zip Code) (770)448-2193 (Registrant s telephone number, including area code) WestRockCompany (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
EXPLANATORYNOTE On November 2, 2018, pursuant to the Agreement and Plan of Merger (the Merger Agreement ), dated as of January 28, 2018, among WRKCo Inc. (formerly known as WestRock Company) ( WRKCo ), KapStone Paper and Packaging Corporation ( KapStone ), WestRock Company (formerly known as Whiskey Holdco, Inc.) ( Holdco or WestRock ), Whiskey Merger Sub, Inc. and Kola Merger Sub, Inc., Holdco acquired all of the outstanding shares of KapStone through a transaction in which: (i) Whiskey Merger Sub, Inc. merged with and into WRKCo, with WRKCo surviving such merger as a wholly owned subsidiary of Holdco (the WestRock Merger ) and (ii) Kola Merger Sub, Inc. merged with and into KapStone, with KapStone surviving such merger as a wholly owned subsidiary of Holdco (the KapStone Merger and, together with the WestRock Merger, the Mergers ). As a result of the Mergers, among other things, Holdco became the ultimate parent of WRKCo, KapStone and their respective subsidiaries. Effective as of the effective time of the Mergers (the Effective Time ), Holdco changed its name to WestRock Company and WRKCo changed its name to WRKCo Inc.. The Mergers and the Merger Agreement were previously described in the Registration Statement on Form S-4 (Registration No. 333-223964) filed by Holdco (as amended, the Registration Statement ) and the definitive proxy statement/prospectus of KapStone and Holdco, dated August 1, 2018 (the Proxy Statement/Prospectus ). This Current Report on Form 8-K is being filed for the purpose of disclosing certain events with respect to WRKCo in connection with the consummation of the Mergers. Item1.01.EntryIntoaMaterialDefinitiveAgreement. CreditAgreements In connection with the Mergers, WRKCo, WestRock and certain of its subsidiaries entered into (i) a joinder to the credit agreement, dated July 1, 2015 (the 2015 Credit Agreement ), with Wells Fargo Bank, National Association ( Wells Fargo ), as administrative agent and multicurrency agent, (ii) a joinder to the credit agreement, dated October 31, 2017 (the 2017 Credit Agreement ), with Wells Fargo, as administrative agent, and (iii) a joinder to the credit agreement, dated April 27, 2018 (the European Revolving Credit Agreement ), with Coöperatieve Rabobank U.A., New York Branch, as administrative agent. In connection with the Mergers, WestRock and certain of its subsidiaries also entered into a joinder to the credit agreement, dated July 1, 2015 (the Farm Loan Credit Agreement and, together with the 2015 Credit Agreement, the 2017 Credit Agreement and the European Revolving Credit Agreement, the Specified Credit Agreements ), with CoBank, ACB, as administrative agent (this joinder and the joinders described in clauses (i) through (iii) in the previous sentence, collectively, the Joinders ). The Joinders, among other things, add WestRock as a party to, and a guarantor under, each of the Specified Credit Agreements. The foregoing summary of the Joinders does not purport to be complete and is subject to and qualified in its entirety by reference to the Joinders, copies of which are filed as Exhibits 10.1 through 10.4 hereto and incorporated herein by reference. As a result of the consummation of the Mergers and the execution of the Joinders, the previously disclosed amendments to the 2015 Credit Agreement, the 2017 Credit Agreement and the Farm Loan Credit Agreement became effective. Such amendments are described in, and attached as Exhibits 10.2, 10.3 and 10.4 to, WRKCo s Form 8-K filed with the U.S. Securities and Exchange Commission (the SEC ) on March 9, 2018. SupplementalIndentures WestRock RKT, LLC, a Georgia limited liability company ( RKT ), is a party to (i) an indenture, dated as of February 22, 2012, by and among RKT, the guarantors party thereto and HSBC Bank USA, National Association, as trustee (as supplemented from time to time, the HSBC RKT Indenture ), under which RKT has issued the 4.450% Senior Notes due 2019 and the 4.900% Senior Notes due 2022 and (ii) an indenture, dated as of September 11, 2012, by and among RKT, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee (as supplemented from time to time, the BONYM RKT Indenture and, together with the HSBC RKT Indenture, the RKT Indentures ), under which RKT has issued the 3.500% Senior Notes due 2020 and the 4.000% Senior Notes due 2023.
WestRock MWV, LLC, a Delaware limited liability company ( MWV ), is a party to (i) an indenture, dated as of July 15, 1982, between MWV and Deutsche Bank Trust Company Americas (as successor to Bankers Trust Company), as trustee (as supplemented from time to time, the 1982 Indenture ), under which MWV has issued the 9.830% Notes due 2020; (ii) an indenture, dated as of March 1, 1983, between MWV and The Bank of New York Mellon (as successor to Irving Trust Company), as trustee (as supplemented from time to time, the 1983 Indenture ), under which MWV has issued the 9.750% Debentures due 2020, the 7.500% Sinking Fund Debentures due 2027, the 7.650% Sinking Fund Debentures due 2027, the 8.200% Debentures due 2030 and the 7.950% Debentures due 2031; (iii) an indenture, dated as of February 1, 1993, between MWV and The Bank of New York Mellon (as successor to The First National Bank of Chicago), as trustee (as supplemented from time to time, the 1993 Indenture ), under which MWV has issued the 6.840% Debentures due 2037 and the 7.550% Debentures due 2047; and (iv) and an indenture, dated as of April 2, 2002, between MWV and The Bank of New York Mellon (as successor to the Bank of New York), as trustee (as supplemented from time to time, the 2002 Indenture and, together with the 1982 Indenture, the 1983 Indenture and the 1993 Indenture, the MWV Indentures ), under which MWV has issued the 7.375% Notes due 2019 and the 6.800% Debentures due 2032. WRKCo is a party to an indenture, dated as of August 24, 2017, by and among WRKCo, RKT, MWV and The Bank of New York Mellon Trust Company, N.A., as trustee (as supplemented from time to time, the WRK Indenture ) under which WRKCo has issued the 3.000% Senior Notes due 2024, the 3.750% Senior Notes due 2025, the 3.375% Senior Notes due 2027 and the 4.000% Senior Notes due 2028. In connection with the Mergers, WRKCo, WestRock, RKT and MWV entered into supplemental indentures (a) to add WestRock as a guarantor of the obligations of RKT under the RKT Indentures and all outstanding debt securities issued thereunder; (b) to add WestRock as a guarantor of the obligations of MWV under the MWV Indentures and all outstanding debt securities issued thereunder and (c) to add WestRock as a guarantor of the obligations of WRKCo under the WRK Indenture. On November 2, 2018, WRKCo, WestRock, RKT, MWV and the appropriate trustees, entered into (i) Supplemental Indenture No. 4 to the HSBC RKT Indenture; (ii) Supplemental Indenture No. 4 to the BONYM RKT Indenture; (iii) the Eighth Supplemental Indenture to the 1982 Indenture; (iv) the Fourth Supplemental Indenture to the 1983 Indenture; (v) the Fifth Supplemental Indenture to the 1993 Indenture; (vi) the Second Supplemental Indenture to the 2002 Indenture and (vii) the Third Supplemental Indenture to the WRK Indenture ((i) through (vii) together, the Supplemental Indentures ). The guarantees of WestRock may be released upon the circumstances described in the Supplemental Indentures, including upon the merger with, consolidation into or transfer of substantially all of the assets of any guarantor to another obligor in respect of the applicable RKT Indenture, MWV Indenture or WRK Indenture. The foregoing summary of the Supplemental Indentures does not purport to be complete and is subject to and qualified in its entirety by reference to the Supplemental Indentures, copies of which are filed as Exhibits 4.1 through 4.7 hereto and incorporated herein by reference. Item2.01.CompletionofAcquisitionorDispositionofAssets. On November 2, 2018, pursuant to the Merger Agreement, the Mergers were consummated and became effective as of the Effective Time. As a result of the Mergers, among other things, WestRock became the ultimate parent of WRKCo, KapStone and their respective subsidiaries. The Mergers and the Merger Agreement were previously described in the Registration Statement and the Proxy Statement/Prospectus. Pursuant to the Merger Agreement, at the Effective Time (a) each issued and outstanding share of common stock, par value $0.01 per share, of WRKCo ( WRKCo common stock ) was converted into one share of common stock, par value $0.01 per share, of WestRock ( WestRock common stock ) and (b) each issued and outstanding share of common stock, par value $0.0001 per share, of KapStone ( KapStone common stock ) (other than shares of KapStone common stock owned by (i) KapStone or any of its subsidiaries or (ii) any KapStone stockholder who properly exercised appraisal rights with respect to its shares of KapStone common stock in accordance with Section 262 of the Delaware General Corporation Law) was automatically canceled and converted into the right to receive (1) $35.00 in cash, without interest (the Cash Consideration ), or, at the election of the holder of such share of KapStone common stock, (2) 0.4981 shares of WestRock common stock (the Stock Consideration ) and cash in lieu of fractional shares, subject to proration procedures designed to ensure that the Stock Consideration would be received in respect of no more than 25% of the shares of KapStone common stock issued and outstanding immediately prior to the Effective Time (the Maximum Stock Amount ). Each share of KapStone common stock in respect of which a valid election of Stock Consideration was not made by 5:00 p.m. New York City time on September 5, 2018 (the Election Deadline ) was converted into the right to receive the Cash Consideration.
KapStone stockholders elected to receive Stock Consideration that was less than the Maximum Stock Amount and no proration was required. As a result, KapStone stockholders will receive in the aggregate approximately $3.3 billion in cash and 1,564,992 shares of WestRock common stock, which equals 0.6% of the issued and outstanding shares of WestRock common stock immediately following the Effective Time. In addition, in accordance with the Merger Agreement, at the Effective Time, WestRock assumed all of the equity-based incentive plans maintained by WRKCo, and all equity-based awards under such plans were converted into an equal number of equity-based awards with respect to WestRock common stock, but otherwise subject to the same terms and conditions as were in effect immediately prior to the Effective Time. The shares of WRKCo common stock will be suspended from trading on the New York Stock Exchange (the NYSE ) prior to the open of trading on November 5, 2018. Shares of WestRock common stock will continue regular-way trading on the NYSE using WRKCo s trading history under the ticker symbol WRK immediately following the suspension of trading of WRKCo common stock. The description of WestRock common stock set forth in the Proxy Statement/Prospectus is incorporated herein by reference. The description of the Merger Agreement contained herein does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit 2.1 hereto and incorporated herein by reference. This summary is not intended to modify or supplement any factual disclosures about WRKCo, WestRock or KapStone, and should not be relied upon as disclosure about WRKCo, WestRock or KapStone without consideration of the periodic and current reports and statements that WRKCo, WestRock and KapStone file with the SEC. The terms of the Merger Agreement govern the contractual rights and relationships between, and allocate risks among, the parties thereto in relation to the transactions contemplated thereby. In particular, the representations and warranties made by the parties to each other in the Merger Agreement reflect negotiations between, and are solely for the benefit of, the parties thereto and may be limited or modified by a variety of factors, including: subsequent events, information included in public filings, disclosures made during negotiations among the parties, correspondence between the parties and disclosure schedules to the Merger Agreement. Accordingly, such representations and warranties may not describe the actual state of affairs at the date they were made or at any other time and should not be relied upon as statements of fact. The information set forth in the Explanatory Note and Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01. Item2.03.CreationofaDirectFinancialObligationoranObligationunderanOff-BalanceSheetArrangementofaRegistrant. In connection with the Mergers, on November 2, 2018, WestRock borrowed $3,800,000,000 under the credit agreement, dated as of March 7, 2018 (the Delayed Draw Credit Agreement ), among WRKCo, WestRock and certain subsidiaries of WestRock from time to time party thereto, as guarantors, the lenders from time to time party thereto and Wells Fargo, as administrative agent. The borrowings under the Delayed Draw Credit Agreement consisted of a 364-day senior unsecured term loan in an aggregate principal amount of $300,000,000, a three-year senior unsecured term loan in an aggregate principal amount of $1,750,000,000 and a five-year senior unsecured term loan in an aggregate principal amount of $1,750,000,000, and were used by WestRock to pay the Cash Consideration, to repay indebtedness under the Second Amended and Restated Credit Agreement, dated June 1, 2015, by and among KapStone, KapStone Kraft Paper Corporation, as borrower, the subsidiaries of KapStone Kraft Paper Corporation named therein, as guarantors, the lenders named therein and Bank of America, N.A., as administrative agent, swing line lender and a letter of credit issuer, to pay fees and expenses incurred in connection with the Mergers and to provide for working capital for WestRock and its subsidiaries. The Delayed Draw Credit Agreement is described in, and attached as Exhibit 10.1 to, WRKCo s Form 8-K filed with the SEC on March 9, 2018.
Item3.01.NoticeofDelistingorFailuretoSatisfyaContinuedListingRuleorStandard;TransferofListing. Prior to the Mergers, shares of WRKCo common stock were registered pursuant to Section 12(b) of the Exchange Act and listed on the NYSE. As a result of the Mergers, WRKCo has requested that the NYSE file a Form 25 to withdraw the shares of WRKCo common stock from listing on the NYSE. The shares of WRKCo common stock will be suspended from trading on the NYSE prior to the open of trading on November 5, 2018. WRKCo expects to file a Form 15 with the SEC to terminate the registration under the Exchange Act of the shares of WRKCo common stock, and suspend the reporting obligations under Sections 12(g) and 15(d) of the Exchange Act of WRKCo. The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01. Item3.03.MaterialModificationtoRightsofSecurityHolders. The information set forth in Items 1.01, 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03. Item5.01.ChangesinControlofRegistrant. The information set forth in Items 2.01 and 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01. Item5.02.DepartureofDirectorsorCertainOfficers;ElectionofDirectors;AppointmentofCertainOfficers;CompensatoryArrangementsofCertain Officers. In connection with the Mergers, effective as of the Effective Time of the WestRock Merger, all directors of WRKCo (other than Steven C. Voorhees) tendered their letters of resignation from the board of directors of WRKCo (the Board ) and Ward H. Dickson became a director of WRKCo. In connection with the Mergers, effective as of the Effective Time of the WestRock Merger, all officers of WRKCo tendered their letters of resignation and the officers of Whiskey Merger Sub, Inc. as of the Effective Time became the officers of WRKCo. The names of these executive officers and their respective positions are indicated below: Steven C. Voorhees Ward H. Dickson Kelly C. Janzen Robert B. McIntosh President and Chief Executive Officer Executive Vice President and Chief Financial Officer Chief Accounting Officer Executive Vice President, General Counsel and Secretary In addition, in connection with the Mergers, effective as of the Effective Time, WestRock assumed the compensation and benefit plans, agreements, policies and other arrangements sponsored, maintained or entered into by WRKCo, including those in which any director or named executive officer of WRKCo was a participant, as well as any rights and obligations of WRKCo thereunder. Additional information required by Items 5.02(c) and (d) is included in (i) the Proxy Statement/Prospectus, (ii) WRKCo s definitive annual proxy statement filed with the SEC on December 19, 2017 and (iii) WRKCo s Current Report on Form 8-K filed on November 29, 2017 and is incorporated by reference into this Item 5.02.
Item5.03.AmendmentstoArticlesofIncorporationorBylaws;ChangeinFiscalYear. On November 2, 2018, in connection with the Mergers, WRKCo (i) amended and restated its Certificate of Incorporation to read as the certificate of incorporation of WRKCo immediately prior to the Effective Time of the WestRock Merger, except that the name of WRKCo has been changed from WestRock Company to WRKCo Inc. and a provision had been added to require that any act or transaction by or involving WRKCo, other than the election or removal of directors, that requires for its adoption under the Delaware General Corporation Law (the DGCL ) or the organizational documents of WRKCo the approval of the stockholders of WRKCo shall, by specific reference to Section 251(g) of the DGCL, require, in addition, the approval of the stockholders of WestRock (or any successor by merger), by the same vote as is required by the DGCL and/or by the organizational documents of WRKCo, and (ii) amended and restated its Bylaws to read as the bylaws of WRKCo immediately prior to the Effective Time of the WestRock Merger. The Amended and Restated Certificate of Incorporation of WRKCo was included as Annex A to the Certificate of Merger filed by WRKCo with the Secretary of State of the State of Delaware, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 5.03. The Amended and Restated Bylaws of WRKCo are filed as Exhibit 3.2 to this Current Report on Form 8-K and are incorporated by reference into this Item 5.03. Item9.01.FinancialStatementsandExhibits. ExhibitNumber DescriptionofExhibit 2.1 Agreement and Plan of Merger, dated as of January 28, 2018, among WestRock, WRKCo, KapStone, Whiskey Merger Sub, Inc. and Kola Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to WRKCo s Current Report on Form 8-K, filed with the SEC on January 29, 2018). 3.1 Certificate of Merger, effective as of November 2, 2018. 3.2 Amended and Restated Bylaws of WRKCo, effective as of November 2, 2018. 4.1 Supplemental Indenture No. 4, dated as of November 2, 2018, to the Indenture dated as of February 22, 2012, by and among RKT, the guarantors party thereto and HSBC Bank USA, National Association, as Trustee. 4.2 Supplemental Indenture No. 4, dated as of November 2, 2018, to the Indenture dated as of September 11, 2012, by and among RKT, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee. 4.3 Eighth Supplemental Indenture, dated as of November 2, 2018, to the Indenture dated as of July 15, 1982, between MWV and Deutsche Bank Trust Company Americas, as Trustee. 4.4 Fourth Supplemental Indenture, dated as of November 2, 2018, to the Indenture dated as of March 1, 1983, between MWV and The Bank of New York Mellon, as Trustee. 4.5 Fifth Supplemental Indenture, dated as of November 2, 2018, to the Indenture dated as of February 1, 1993, between MWV and The Bank of New York Mellon, as Trustee. 4.6 Second Supplemental Indenture, dated as of November 2, 2018, to the Indenture dated as of April 2, 2002, between MWV and The Bank of New York Mellon, as Trustee. 4.7 Third Supplemental Indenture, dated as of November 2, 2018, to the Indenture dated as of August 24, 2017, among WRKCo, RKT, MWV and The Bank of New York Mellon, as Trustee.
10.1 Joinder, dated as of November 2, 2018, to the Credit Agreement dated as of July 1, 2015, by and among WestRock, WestRock CP, LLC, WestRock Converting Company, WestRock Virginia Corporation and CoBank, ACB, as administrative agent. 10.2 Joinder, dated as of November 2, 2018, to the Credit Agreement dated as of October 31, 2017, by and among WRKCo, WestRock and Wells Fargo Bank, National Association, as administrative agent. 10.3 Joinder, dated as of November 2, 2018, to the Credit Agreement dated as of April 27, 2018, by and among WRKCo, WestRock and Coöperatieve Rabobank U.A., New York Branch, as administrative agent. 10.4 Joinder, dated as of November 2, 2018, to the Credit Agreement dated as of July 1, 2015, among WRKCo, WestRock, WestRock Company of Canada Holdings Corp./Compagnie de Holdings WestRock du Canada Corp. and Wells Fargo Bank, National Association, as administrative agent and multicurrency agent.
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. WRKCOINC. By: /s/ Robert B. McIntosh Name: Robert B. McIntosh Title: Executive Vice President, General Counsel and Secretary Date: November 5, 2018
Exhibit3.1 CERTIFICATEOFMERGER OF WHISKEYMERGERSUB,INC. WITHANDINTO WESTROCKCOMPANY November2,2018 Pursuant to Section 251 of the General Corporation Law of the State of Delaware (the DGCL ), WestRock Company, a Delaware corporation ( WestRock ), hereby certifies the following information relating to the merger of Whiskey Merger Sub, Inc., a Delaware corporation ( Whiskey Merger Sub ), with and into WestRock (the Merger ). FIRST. The name and state of incorporation of each of the constituent corporations that is a party to the Merger (the Constituent Corporations ) are as follows: Name WestRock Company Whiskey Merger Sub, Inc. State Delaware Delaware SECOND. An Agreement and Plan of Merger, dated as of January 28, 2018 (the Merger Agreement ), among WestRock, Whiskey Merger Sub, Whiskey Holdco, Inc., a Delaware corporation, KapStone Paper and Packaging Corporation, a Delaware corporation, and Kola Merger Sub, Inc., a Delaware corporation, setting forth the terms and conditions of the Merger, has been approved, adopted, certified, executed and acknowledged by each of the Constituent Corporations in accordance with Section 251 of the DGCL. THIRD. The surviving corporation of the Merger shall be WestRock (the Surviving Corporation ) and it shall be governed by the laws of the State of Delaware. FOURTH. The name of the Surviving Corporation shall be WRKCo Inc. FIFTH. Upon the effectiveness of the Merger, the Certificate of Incorporation of the Surviving Corporation shall be amended and restated to read in its entirety as set forth on Exhibit A attached hereto, and, as so amended and restated, will be the Certificate of Incorporation of the Surviving Corporation until further amended in accordance with the provisions of the DGCL. 30328. SIXTH. A copy of the Merger Agreement is on file at the office of the Surviving Corporation, which is located at 1000 Abernathy Road NE, Atlanta, GA SEVENTH. A copy of the Merger Agreement will be furnished by the Surviving Corporation, on request and without cost, to any stockholder of either of the Constituent Corporations. EIGHTH. This Certificate of Merger, and the Merger provided for herein, shall become effective and shall have been consummated by operation of law without further act or deed upon the part of the Constituent Corporations as of 5:00 p.m. New York City time on the 2nd day of November, 2018.
IN WITNESS WHEREOF, the Surviving Corporation has caused this Certificate of Merger to be executed and sealed by its duly authorized officer as of the date first set forth above. WESTROCK COMPANY By: /s/ Robert B. McIntosh Name: Robert B. McIntosh Title: Executive Vice President, General Counsel and Secretary
EXHIBITA AMENDEDANDRESTATED CERTIFICATEOFINCORPORATION OF WRKCOINC. ARTICLEI The name of the corporation (which is hereinafter referred to as the Corporation ) is: WRKCo Inc. ARTICLEII The address of the Corporation s registered office in the State of Delaware is The Corporation Trust Center, 1209 Orange Street in the City of Wilmington, County of New Castle, 19801. The name of the Corporation s registered agent at such address is The Corporation Trust Company. ARTICLEIII The purpose of the Corporation shall be to engage in any lawful act or activity for which corporations may be organized and incorporated under the General Corporation Law of the State of Delaware. ARTICLEIV The total number of shares of stock which the Corporation shall have authority to issue is 630,000,000, consisting of 30,000,000 shares of preferred stock, par value $.01 per share (hereinafter referred to as Preferred Stock ), and 600,000,000 shares of common stock, par value $.01 per share (hereinafter referred to as Common Stock ). Shares of Preferred Stock may be issued from time to time in one or more series. The Board of Directors is hereby authorized to provide for the issuance of shares of Preferred Stock in series and, by filing a certificate pursuant to the applicable law of the State of Delaware (hereinafter referred to as a Preferred Stock Designation ), to establish from time to time the number of shares to be included in each such series and to fix the designation, powers, preferences and special rights of the shares of each such series and the qualifications, limitations and restrictions thereof, and increase and decrease the number of shares of any such series (but not below the number of shares thereof then outstanding). The Common Stock shall be subject to the express terms of the Preferred Stock and any series thereof. Except as may be provided in the Certificate of Incorporation or in a Preferred Stock Designation, the holders of shares of Common Stock shall be entitled to one vote for each such share upon all questions presented to the stockholders, the Common Stock shall have the exclusive right to vote for the election of directors and for all other purposes, and holders of Preferred Stock shall not be entitled to receive notice of any meeting of stockholders at which they are not entitled to vote.
ARTICLEV In furtherance of, and not in limitation of, the powers conferred by law, the Board of Directors is expressly authorized and empowered to adopt, amend or repeal the By-Laws of the Corporation; provided, however, that the By-Laws adopted by the Board of Directors under the powers hereby conferred may be amended or repealed by the Board of Directors or by the stockholders having voting power with respect thereto; provided, further, that, notwithstanding anything to the contrary in this Certificate of Incorporation or any provision of law which might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of any series of Preferred Stock required by law, this Certificate of Incorporation or any Preferred Stock Designation, Section 1.3, Section 2.1, Section 2.2, the last sentence of Section 2.3, Section 2.4, Section 2.7, Section 2.8, Section 2.9, Section 2.12, Section 3.1, Section 3.2, Section 3.3 or the last sentence of Section 7.7 of the By-Laws of the Corporation may be modified, amended or repealed, and any By-Law provision inconsistent with such provisions may be adopted, by the stockholders of the Corporation only by the affirmative vote of the holders of at least 75 percent of the voting power of the then outstanding Voting Stock (as defined in the next sentence), voting together as a single class. For the purposes of this Certificate of Incorporation, Voting Stock shall mean the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors. ARTICLEVI Any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of stockholders of the Corporation and may not be effected by any consent in writing in lieu of a meeting of such stockholders. ARTICLEVII Subject to the rights of the holders of any series of Preferred Stock to elect directors under specified circumstances, the number of directors constituting the total number of directors which the Corporation would have if there were no vacancies (the Whole Board ) shall be fixed from time to time exclusively pursuant to a resolution adopted by a majority of the Whole Board. ballot. Unless and except to the extent that the By-Laws of the Corporation shall so require, the election of directors of the Corporation need not be by written At each annual meeting of the stockholders of the Corporation (1) directors shall be elected as provided in the By-Laws of the Corporation to hold office for a term expiring at the next succeeding annual meeting of stockholders after their election, with each director to hold office until his or her successor shall have been duly elected and qualified, and (2) only if authorized by a resolution of the Board of Directors, directors may be elected to fill any vacancy on the Board of Directors, regardless of how such vacancy shall have been created.
Subject to the rights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances, and unless the Board of Directors otherwise determines, any vacancy resulting from death, resignation, retirement, disqualification, removal from office or other cause, and any newly created directorships resulting from any increase in the authorized number of directors, may be filled only by the affirmative vote of a majority of the remaining directors, though less than a quorum of the Board of Directors, and any director so chosen shall hold office for the remainder of the term that was being served by the director whose absence creates the vacancy, or, in the case of a vacancy created by an increase in the number of directors, a term expiring at the next annual meeting of stockholders, and in each case until such director s successor shall have been duly elected and qualified. No decrease in the number of authorized directors constituting the total number of directors which the Corporation would have if there were no vacancies shall shorten the term of any incumbent director. Advance notice of stockholder nominations for the election of directors and of business to be brought by stockholders before any meeting of the stockholders of the Corporation shall be given in the manner provided in the By-Laws. Subject to the rights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances, any director, or the entire Board of Directors, may be removed from office at any time, by the affirmative vote of the holders of a majority of the voting power of the then outstanding Voting Stock, voting together as a single class. ARTICLEVIII A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended. Any amendment or repeal of this Article VIII shall not adversely affect any right or protection of a director of the Corporation existing hereunder in respect of any act or omission occurring prior to such amendment or repeal. ARTICLEIX Except as may be expressly provided in this Certificate of Incorporation, the Corporation reserves the right at any time and from time to time to amend, alter, change or repeal any provision contained in this Certificate of Incorporation or a Preferred Stock Designation, and any other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed herein or by applicable law, and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the right reserved in this Article IX; provided, however, that any amendment or repeal of Article VIII of this Certificate of Incorporation shall not adversely affect any right or protection existing hereunder in respect of any act or omission occurring prior to such amendment or repeal; and provided, further, that no Preferred Stock Designation shall be amended after the issuance of any shares of the series of Preferred Stock created thereby, except in accordance with the terms of such Preferred Stock Designation and the requirements of applicable law.
ARTICLEX Notwithstanding anything to the contrary in this Certificate of Incorporation, any act or transaction by or involving the Corporation, other than the election or removal of directors, that requires for its adoption under the DGCL or the organizational documents of the Corporation the approval of the stockholders of the Corporation shall, pursuant to subsection 7(i)(A) of Section 251(g) of the DGCL, require, in addition, the approval of the stockholders of WestRock Company (or any successor by merger), by the same vote as is required by the DGCL and/or by the organizational documents of the Corporation.
Exhibit3.2 THIRDAMENDEDANDRESTATED BYLAWS OF WRKCOINC. INCORPORATED UNDER THE LAWS OF DELAWARE Amended and Restated by the Board of Directors as of November 2, 2018
TABLEOFCONTENTS Page ARTICLE I MEETINGS OF STOCKHOLDERS 1-1 Section 1.1. Place of Meetings 1-1 Section 1.2. Annual Meetings 1-1 Section 1.3. Special Meetings 1-1 Section 1.4. Notice of Meetings 1-1 Section 1.5. Postponement 1-1 Section 1.6. Quorum 1-2 Section 1.7. Chairman; Secretary 1-2 Section 1.8. Inspectors of Election; Opening and Closing the Polls 1-2 Section 1.9. Voting 1-2 Section 1.10. Meeting Required 1-3 Section 1.11. Notification of Proposals 1-3 ARTICLE II BOARD OF DIRECTORS 2-1 Section 2.1. General Powers, Number, Qualifications and Term of Office 2-1 Section 2.2. Age Limitation 2-1 Section 2.3. Election of Directors; Vacancies; New Directorships 2-1 Section 2.4. Removal of Directors 2-1 Section 2.5. Notification of Nomination 2-2 Section 2.6. Place of Meetings 2-3 Section 2.7. Regular Meetings 2-4 Section 2.8. Special Meetings 2-4 Section 2.9. Notice of Special Meetings 2-4 Section 2.10. Quorum and Manner of Acting 2-4 Section 2.11. Chairman; Secretary 2-5 Section 2.12. Compensation 2-5 Section 2.13. Indemnification and Insurance 2-5 Section 2.14. The Non-Executive Chairman of the Board 2-8 Section 2.15. Lead Independent Director 2-9 ARTICLE III COMMITTEES 3-1 Section 3.1. Committees of Directors 3-1 Section 3.2. Removal; Vacancies 3-1 i
Section 3.3. Compensation 3-1 ARTICLE IV OFFICERS 4-1 Section 4.1. Number 4-1 Section 4.2. Election; Term of Office and Qualifications 4-1 Section 4.3. Removal 4-1 Section 4.4. Salaries 4-1 Section 4.5. The President 4-1 Section 4.6. The Vice Presidents 4-2 Section 4.7. The Assistant Vice Presidents 4-2 Section 4.8. The Secretary 4-2 Section 4.9. The Assistant Secretaries 4-2 Section 4.10. The Treasurer 4-2 Section 4.11. The Assistant Treasurers 4-3 Section 4.12. The Controller 4-3 Section 4.13. The Assistant Controllers 4-3 ARTICLE V AUTHORITY TO ACT AND SIGN FOR THE CORPORATION 5-1 Section 5.1. Contracts, Agreements, Checks and Other Instruments 5-1 Section 5.2. Bank Accounts; Deposits; Checks, Drafts and Orders Issued in the Corporation s Name 5-1 Section 5.3. Delegation of Authority 5-1 Section 5.4. Stock Certificates 5-2 Section 5.5. Voting of Stock in Other Corporations 5-2 Section 5.6. Sale and Transfer of Securities 5-2 ARTICLE VI STOCK 6-1 Section 6.1. Certificates of Stock 6-1 Section 6.2. Transfer of Stock 6-1 Section 6.3. Transfer Agents and Registrars 6-1 Section 6.4. Record Dates 6-1 Section 6.5. Electronic Securities Recordation 6-1 ARTICLE VII SUNDRY PROVISIONS 7-1 Section 7.1. Offices 7-1 Section 7.2. Seal 7-1 Section 7.3. Books and Records 7-1 Section 7.4. Fiscal Year 7-1 Section 7.5. Independent Public Accountants 7-1 ii
Section 7.6. Waiver of Notice 7-1 Section 7.7. Amendments 7-1 Section 7.8. Exclusive Forum 7-2 iii
ARTICLEI MEETINGSOFSTOCKHOLDERS Section 1.1. PlaceofMeetings. The annual meeting of stockholders for the election of directors and all special meetings for that or for any other purpose shall be held at such time and place, either within or without the State of Delaware as may from time to time be designated by the Board of Directors. Section 1.2. AnnualMeetings.The annual meeting of stockholders for elections of directors, and for the transaction of such other business as may be required or authorized to be transacted by stockholders, shall be held on such date and time as designated from time to time by the Board of Directors. Section 1.3. SpecialMeetings.A special meeting of stockholders for any purpose may be called at any time only by a majority of the Board of Directors, by the Non-Executive Chairman of the Board, by the Chief Executive Officer or by the holders of at least 50 percent of the voting power of the then outstanding common stock, par value $0.01 per share, of the Corporation. Stockholders may call a special meeting of stockholders in accordance with the foregoing by delivering to the Secretary notice of such request (which notice shall include the purpose for which such special meeting is being called) signed by the holders of the required percentage of shares. If the stockholders call a special meeting of stockholders in accordance with the foregoing, the Board of Directors shall have the exclusive right and power to do the following with respect to such special meetings: (a) fix the record date for the determination of whether the holders of the required percentage of shares has called a special meeting, (b) fix the date and time of such special meeting which date shall be no more than 180 days after the date on which the Secretary received notice of the request for a special meeting and (c) fix the record date for determining the stockholders entitled to vote at the special meeting, in accordance with Section 6.4 of these Bylaws. At any such special meeting the only business transacted shall be in accordance with the purposes specified in the notice calling such meeting. Section 1.4. Notice of Meetings. Except as may otherwise be provided by statute or the Certificate of Incorporation, the Secretary or an Assistant Secretary shall cause written notice of the place, date and hour for holding each annual and special meeting of stockholders to be given not less than ten days nor more than sixty days before the date of the meeting to each stockholder entitled to vote at such meeting by mailing the notice, postage prepaid, to the stockholder at his post office address as it appears on the records of the Corporation. Notice of each special meeting shall contain a statement of the purpose or purposes for which the meeting is called. Except as otherwise provided by statute, no notice of an adjourned meeting need be given other than by announcement at the meeting which is being adjourned of the time and place of the adjourned meeting. Section 1.5. Postponement. Any previously scheduled annual or special meeting of stockholders may be postponed by resolution of the Board of Directors, upon public notice given prior to the date scheduled for such meeting. 1-1
Section 1.6. Quorum. The holders of shares of the outstanding stock of the Corporation representing a majority of the total votes entitled to be cast at any meeting of stockholders, if present in person or by proxy, shall constitute a quorum for the transaction of business unless a larger proportion shall be required by statute or the Certificate of Incorporation. The Chairman of a meeting of stockholders may adjourn such meeting from time to time, whether or not there is a quorum of stockholders at such meeting. In the absence of a quorum at any stockholders meeting, the stockholders present in person or by proxy and entitled to vote may, by majority vote, adjourn the meeting from time to time until a quorum shall attend. At any such adjourned meeting, at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally called. The lack of the required quorum at any meeting of stockholders for action upon any particular matter shall not prevent action at such meeting upon other matters which may properly come before the meeting, if the quorum required for taking action upon such other matters shall be present. Section 1.7. Chairman;Secretary. The Non-Executive Chairman of the Board shall call meetings of the stockholders to order and shall act as Chairman. If there is no Non-Executive Chairman of the Board, or in the event of his absence or disability, the president of the Corporation (the President ), or in the event of his absence or disability, one of the Executive Vice Presidents (in order of first designation as an Executive Vice President) present, or in the absence of all Executive Vice Presidents, one of the Senior Vice Presidents (in order of first designation as a Senior Vice President) present, or in the absence also of all Senior Vice Presidents, one of the Vice Presidents (in order of first designation as a Vice President) present, shall call meetings of the stockholders to order and shall act as Chairman thereof. The Secretary of the Corporation, or any person appointed by the Chairman of the meeting, shall act as Secretary of the meeting of stockholders. Section 1.8. InspectorsofElection;OpeningandClosingthePolls. The Board of Directors in advance of any meeting of stockholders shall appoint two or more inspectors of election to act at such meeting or any adjournment thereof. In the event of the failure of the Board of Directors to make such appointments, or if any inspector shall for any reason fail to attend or to act at any meeting, or shall for any reason cease to be an inspector before completion of his duties, the appointments shall be made by the Chairman of the meeting. The Chairman of the meeting shall fix and announce at the meeting the date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting. Section 1.9. Voting. At each meeting of the stockholders, each stockholder entitled to vote thereat shall, except as otherwise provided in the Certificate of Incorporation, be entitled to one vote in person or by proxy for each share of the stock of the Corporation registered in his name on the books of the Corporation on the date fixed pursuant to Section 6.4 of these Bylaws as the record date fixed for such meeting. At each meeting of the stockholders at which a quorum is present, all matters (except as otherwise provided in Section 2.3, Section 2.4 or Section 7.7 of these Bylaws, in the Certificate of Incorporation, or by statute) shall be decided by the affirmative vote of the majority of the shares present in person or represented by proxy at such meeting and entitled to vote on the subject matter. 1-2
The Board of Directors, in its discretion, or the officer of the Corporation presiding at the meeting of stockholders, in his discretion, may require that any votes cast at such meeting shall be by written ballot. Section 1.10. MeetingRequired. Any action by stockholders of the Corporation shall be taken at a meeting of stockholders and no corporate action may be taken by written consent of stockholders entitled to vote upon such action. Section 1.11. NotificationofProposals. The proposal of business, other than nominations, which are governed by Section 2.5 of these Bylaws, to be considered by the stockholders may be made at an annual meeting of stockholders (a) pursuant to the Corporation s notice of meeting, (b) by or at the direction of the Board of Directors or (c) by any stockholder of the Corporation who was a stockholder of record at the time of giving of notice provided for in this Bylaw, who is entitled to vote at the meeting and who complies with the notice procedures set forth in this Section 1.11. For business to be properly brought before an annual meeting by a stockholder pursuant to clause (c) of the first paragraph of this Section 1.11, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation and such other business must otherwise be a proper matter for stockholder action. To be timely, a stockholder s notice shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the first anniversary of the preceding year s annual meeting, provided, however, that in the event that the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder to be timely must be delivered not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the seventh day following the day on which public announcement of the date of such meeting is first made by the Corporation. In no event shall the public announcement of an adjournment of an annual meeting commence a new time period for the giving of a stockholder s notice as described above. Such stockholder s notice shall set forth (a) as to the business that the stockholder proposes to bring before the meeting, (i) a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made and (ii) a description of all agreements, arrangements and understandings between such stockholder and beneficial owner, if any, and any other person or persons (including their names) in connection with the proposal of such business by such stockholder; and (b) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the proposal is made (i) the name and address of such stockholder, as they appear on the Corporation s books, and of such beneficial owner and (ii) (A) the class and number of shares of the Corporation which are, directly or indirectly, owned beneficially and of record by such stockholder and such beneficial owner, (B) any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class of shares of the Corporation or with a value derived in whole or in part from the value of any class of shares of the Corporation, whether or not such instrument or right shall be subject to settlement in the underlying class of capital stock of the Corporation or otherwise (a Derivative Instrument ) directly or indirectly owned beneficially by such stockholder and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of the Corporation, (C) any proxy, contract, arrangement, understanding, or relationship pursuant to which such stockholder has a right to vote any shares of any security of the Corporation, (D) any short interest in a security of the Corporation (for purposes of this Bylaw a person shall be deemed to have a short interest in a security if such person directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has the opportunity to profit or share in any profit derived from any decrease in the value of the subject security), (E) any rights to dividends on the shares of the Corporation owned beneficially by such stockholder that are separated or separable from the underlying shares of the Corporation, (F) any proportionate interest in shares of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such stockholder is a general partner or, directly or indirectly, beneficially owns an interest in a general partner and (G) any performance-related fees (other than an asset-based fee) that such stockholder is entitled to based on any increase or decrease in the value of shares of the Corporation or Derivative Instruments, if any, as of the date of such notice, including without limitation any such interests held by members of such stockholder s immediate family sharing the same household (which information shall be supplemented by such stockholder and beneficial owner, if any, not later than 10 days after the record date for the meeting to disclose such ownership as of the record date), and (iii) any other information relating to such stockholder and beneficial owner, if any, that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in a contested election pursuant to Section 14 of the Securities Exchange Act of 1934 (the Exchange Act ) and the rules and regulations promulgated thereunder. 1-3