Graphic Packaging Holding Co (GPK) June 11, 2026 Annual General Meeting Transcript

Good day, and welcome to the Graphic Packaging Holding Company Annual Meeting. Today's meeting is being recorded. At this time, I'd like to turn the conference over to the company. Please go ahead.

Good morning, everyone. Welcome to the 2026 Annual Meeting of Stockholders of Graphic Packaging Holding Company. I am Robert Reetbrook, President and Chief Executive Officer of Graphic Packaging Holding Company.

It is my pleasure to welcome you to this meeting and to introduce Mr. Phil Martens, our Chairman of the Board. Thank you, Robert, and welcome, everyone. Thank you for joining us today. We're excited to be hosting our meeting virtually, which allows us to reach a greater number of our stockholders. As is our custom, we will conduct the business portion of our meeting first and have a question-and-answer session at the end of our meeting. At this time, the meeting is officially called to order. I would now like to introduce the other members of the board attending our meeting today. Aziza Gilley, who has served as a director since March of 2022. Laura Berlas, who has served as a director since January of 2019. Andrew Callahan, who has served as a director since July 2024. Robert Hageman, who has served as a director since May of 2014. Alessandro Masselli, who has served as a director since May 2025. Robert Reapbrook, who has served as a director since January, 2026. Jeffrey Stifel, who has served as a director since March of 2026. Larry Venturelli, who is also chair of the Audit Committee, who has served as a director since May, 2016. Lynn Wentworth, who is also chair of the Compensation and Management Development Committee, who has served as a director since November of 2009. I would also like to introduce Daniel Fishbein, who is Executive Vice President, General Counsel, and Secretary, and Laurel Lynn Church, who is Vice President, Assistant General Counsel, and Assistant Secretary. Ms. Church has been designated as Inspector of Elections and has taken the oath of office. In addition, I would like to introduce Mr. Daniel Swiggett, Representative PricewaterhouseCoopers, the company's independent auditors. He will be available to respond to questions later in the meeting. April 14, 2026, as the record date for determining stockholders entitled to vote at this meeting. The stockholder list shows that as of the record date, there were 295.9 million shares of common stock outstanding and entitled to vote at this meeting. We are informed by the Inspector of Elections that there are 265.5 million shares of the common stock, or 89.7% of the shares entitled to vote represented in person or by proxy at this meeting. Since this represents more than a majority of the voting power of all issued and outstanding stock entitled to vote on the record date, a quorum is present for the purposes of transacting business. Note that a list of the company's registered stockholders entitled to vote at this meeting, William Venturelli, be elected to the board of a three-year term as a Class I directors until the annual meeting of stockholders or until their successors are duly elected and qualified. The next item of business is the ratification of the selection of PricewaterhouseCoopers, LLP, as the company's independent registered public accounting firm. The board of directors recommends that you vote for the ratification of EWC. The third item of business is the approval of the executive compensation program set forth in the proxy statement. The Board of Directors recommends that you vote for approval of such compensation program. The fourth item of business is to vote for an amendment to our certification of incorporation to declassify our board. The Board of Directors recommends that you vote for approval of such amendment. The fifth item of business is to vote on an amendment to our I would now like to invite Mr. John Shevanen to present this proposal. Operator, could you please unmute Mr. Cheveden's line.

Hello, this is John Cheveden, Parosal 6. Give shareholders the ability to call for a special shareholder meeting. Shareholders ask our Board of Directors to take the steps necessary to amend the appropriate governing documents to give the owners a combined 10% of outstanding common stock the power to call a special shareholder meeting. Such a special shareholder meeting can be an online shareholder meeting. There shall be no poison pill discriminatory-type rule to require ownership of shareholders for a specific period of time in order for shareholders to participate in calling for a special shareholder meeting. This attainable right for shareholders to call for a special shareholder meeting, Proposal 6, is better than the unattainable right for shareholders to call for a special shareholder meeting, Proposal 5. The Proposal 5 requirement for 25% of shareholders to support the calling for a special shareholder meeting is worthless because shareholders and more than 100 companies have voted on a shareholder right to call for a special shareholder meeting, and there has never been even one example given of the shareholders of any company anywhere of actually conducting a special shareholder meeting based on the 25% requirement. There is now a rush for companies to adopt the 25% figure because companies are wise and know that the 25% figure is a safe haven and a special meeting will never occur. The 25% requirement in Proposal 5 makes calling for a special shareholder meeting unattainable. It makes sense to vote for Proposal 6, the only special shareholder meeting proposal on the ballot that has unattainable special shareholder meeting requirements.

In the proxy statement, the Board of Directors unanimously recommends a vote against this proposal, 6, and instead recommends that stockholders approve Proposal 5, which would provide stockholders with the ability to call a special meeting of stockholders at a 25% ownership threshold. Welcome to the polls for voting. Any stockholder who has not yet voted or wishes to change the vote may do so by clicking on the voting button on the web portal at www.virtualshareholdermeeting.com backslash GPK2026 and following the instructions there to vote at this time. Stockholders who have sent in proxies or voted via telephone or internet and do not want to change the vote do not need to take any action. While we are giving stockholders wishing to vote at this meeting an opportunity to do so, we will conduct our question and answer session. Only validated stockholders may ask questions by typing the question into the designated field on the web portal at www.virtualshareholdermeeting.com backslash GPK2026. Please note that this meeting is being reported. However, no one attending via the webcast or telephone is permitted to use any audio recording device. If any stockholder would like to ask a question, please submit it through the web portal at this time. The tabulation of votes on each of the six proposals brought before the meeting. All proxies and ballots have been delivered to the inspector of elections, and the polls are now closed. This concludes the business to be considered at this meeting. I'll now call upon Robert Reaprook to read the inspector of elections reporting on the voting.

The last one directors have been elected, or until their success is commissioned within four business teams.

That concludes today's meeting. We thank you all for your participation. You may now disconnect.