SEC Form 8-K filed by Graphic Packaging Holding Company

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event

reported): May 23, 2024

 

GRAPHIC PACKAGING HOLDING COMPANY

(Exact name of registrant as specified in its charter)

 

 

Delaware		001-33988		26-0405422
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1500 Riveredge Parkway

Atlanta, Georgia 30328

(Address of principal executive offices)

(770) 240-7200

(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
Common Stock, $0.01 par value per share		GPK		New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

☐    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐    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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