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): May 24, 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>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>Symbol | Name of Each Exchange<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 5.07. Submission of Matters to a Vote of Security Holders
The Company held its Annual Meeting of Stockholders on May 24, 2023. Of the 307,322,962 shares of common stock eligible to vote at the Annual Meeting, 281,337,692 shares were represented in person or by proxy. The results of voting are as follows:
| 1. | Election of Directors: | |
|---|---|---|
| Director | For | Withheld |
| --- | --- | --- |
| Michael P. Doss | 262,305,723 | 3,164,439 |
| Dean A. Scarborough | 255,690,999 | 9,779,163 |
| Larry M. Venturelli | 248,310,217 | 17,159,945 |
There were 15,867,530 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 |
| --- | --- | --- | --- |
| 280,993,812 | 240,063 | 103,817 | 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 |
| --- | --- | --- | --- |
| 243,749,369 | 21,539,614 | 181,179 | 15,867,530 |
| 4. | Advisory vote on the frequency of the Say-on-Pay vote on executive compensation: | ||
| --- | --- | ||
| 1 Year | 2 Years | 3 Years | Abstain |
| --- | --- | --- | --- |
| 259,434,623 | 53,429 | 5,922,149 | 59,961 |
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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 24, 2023 | Executive Vice President, General Counsel and Secretary |
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