8-K
GRAPHIC PACKAGING HOLDING CO (GPK)
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): October 4, 2023
GRAPHIC PACKAGING HOLDING COMPANY
(Exact name of registrant as specified in its charter)
| Delaware | 001-33988 | 26-0405422 |
|---|---|---|
| (State or other jurisdiction<br> <br>of incorporation) | (Commission<br> <br>File Number) | (IRS Employer<br> <br>Identification No.) |
1500 Riveredge Parkway, Suite 100
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<br> <br>Symbol | Name of Each Exchange<br> <br>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 8.01. | Other Events. |
| --- | --- |
On October 4, 2023, Graphic Packaging Holding Company announced that it will permanently decommission the K3 coated recycled paperboard (CRB) machine in Kalamazoo, Michigan as part of its CRB Network Optimization Plan. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits |
|---|---|
| (d) | Exhibits |
| --- | --- |
| 99.1 | Press Release dated October 4, 2023 regarding the decommissioning of the K3 coated recycled paperboard machine. |
| --- | --- |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: October 4, 2023 | Executive Vice President, General Counsel and Secretary |
EX-99.1
Exhibit 99.1
Graphic Packaging Completes Another Step in its Coated Recycled Board Network Optimization Plan
ATLANTA, Oct. 4, 2023 – Graphic Packaging Holding Company (NYSE: GPK), a leading consumer packaging company, announced today it will permanently decommission the K3 coated recycled paperboard (CRB) machine in Kalamazoo, Michigan. The K3 machine is one of three CRB machines at the Kalamazoo facility and is the company’s longest-running machine. K3 ceased operation on July 1 and today’s announcement reflects the decision to permanently shut down the 125,000-tons per annum machine.
Removing higher-cost, less efficient production capacity is part of Graphic Packaging’s CRB optimization plan first announced in 2019 alongside the transformational investment in a new, state-of-the-art K2 CRB machine. Permanently decommissioning the older machine is the company’s next step of network optimization. With K2 reaching expected quality, cost improvement and volume commitments ahead of schedule, the permanent decommissioning of K3 supports more efficient resource use and margin enhancement goals for the CRB network, while continuing to service increased customer demand for high quality coated recycled paperboard.
The machine decommission is not expected to have any impact on the company’s 2023 projected Adjusted EBITDA of $1.9 billion, the midpoint of the previously provided guidance range.
About Graphic Packaging Holding Company
Graphic Packaging Holding Company (NYSE: GPK), headquartered in Atlanta, Georgia, is committed to providing consumer packaging that makes a world of difference. The Company is a leading provider of sustainable, fiber-based packaging solutions to food, beverage, foodservice, and other consumer products companies. The Company operates on a global basis, is one of the largest producers of folding cartons and fiber-based foodservice packaging in the United States and Europe and holds leading market positions in coated recycled paperboard (CRB), coated unbleached kraft paperboard
(CUK) and solid bleached sulfate paperboard (SBS). The Company’s customers include many of the world’s most widely recognized companies and brands. Additional information about Graphic Packaging, its business and its products is available on the Company’s website at www.graphicpkg.com.