UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices)
(Registrant’s telephone number, including area code)
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:
| 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class |
Trading Symbol |
Name of Each Exchange on Which Registered | ||
Securities registered pursuant to Section 12(g) of the Act: None
☐ 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.
| Item 5.07. | Submission of Matters to a Vote of Security Holders |
Graphic Packaging Holding Company (the “Company”) held its Annual Meeting of Stockholders on May 23, 2024. Of the 307,293,066 shares of common stock eligible to vote at the Annual Meeting, 290,525,131 shares were represented in person or by proxy. The results of voting are as follows:
1. Election of Directors:
| Director |
For |
Withheld | ||
| Aziz Aghili |
253,391,067 | 26,214,960 | ||
| Philip R. Martens |
244,016,739 | 35,589,288 | ||
| Lynn A. Wentworth |
262,405,850 | 17,200,177 |
There were 10,919,104 Broker Non-Votes for Proposal 1.
2. Ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm:
| For |
Against |
Abstain/Withhold |
Broker Non-Votes | |||
| 290,272,410 |
153,297 | 99,424 | 0 |
3. Approval of the compensation paid to the Company’s named executive officers set forth in the Proxy Statement (Say-on-Pay):
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 255,822,869 |
23,595,387 | 187,771 | 10,919,104 |
4. Approval of the Graphic Packaging Holding Company 2024 Omnibus Incentive Compensation Plan:
| For |
Against |
Abstain/Withhold |
Broker Non-Votes | |||
| 262,928,364 |
16,548,681 | 128,982 | 10,919,104 |
5. Approval of the proposal to require the Company to change all voting requirements in its charter documents that call for a greater than majority vote requirement to a simple majority vote standard.
| For |
Against |
Abstain/Withhold |
Broker Non-Votes | |||
| 248,032,878 |
31,053,391 | 519,758 | 10,919,104 |
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SIGNATURE
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.
| By: | /s/ Lauren S. Tashma | |||
| Lauren S. Tashma | ||||
| Date: May 28, 2024 | Executive Vice President, General Counsel and Secretary |
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Document and Entity Information |
May 23, 2024 |
|---|---|
| Cover [Abstract] | |
| Entity Registrant Name | GRAPHIC PACKAGING HOLDING CO |
| Amendment Flag | false |
| Entity Central Index Key | 0001408075 |
| Document Type | 8-K |
| Document Period End Date | May 23, 2024 |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 001-33988 |
| Entity Tax Identification Number | 26-0405422 |
| Entity Address, Address Line One | 1500 Riveredge Parkway |
| Entity Address, City or Town | Atlanta |
| Entity Address, State or Province | GA |
| Entity Address, Postal Zip Code | 30328 |
| City Area Code | (770) |
| Local Phone Number | 240-7200 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock, $0.01 par value per share |
| Trading Symbol | GPK |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | false |