| Re: | Graphic Packaging Holding Company Preliminary Proxy Statement filed on March 19, 2009 Commission File No. 001-33988 |
| 1. | We note your response to prior comment one from our letter dated April 2, 2009 and the statement that “the Committee may make adjustments in one or more components of compensation to achieve the 50th percentile of total compensation.” Your draft disclosure also states that the “vesting and payout of all the RSUs previously granted under the 2004 Plan did not affect the Committee’s decisions with respect to long-term incentives or other components of compensation in 2008.” It is still unclear if and how the components of compensation are evaluated together in order to achieve the 50th percentile. For example, it is unclear if the Committee has complete discretion and may rely on just one or a couple of the components in order to achieve the 50th percentile, or if the Committee is required or expected to use at least some compensation from one or more of the components to achieve the 50th percentile. Please revise accordingly. | ||
| As discussed with the Staff, the Compensation Committee and the Board of Directors have full discretion to choose the elements of executive compensation and to adjust |
| the proportion of such elements to structure the Company’s compensation program for each year. Although the Compensation Committee and the Board of Directors have chosen to use several compensation elements or types for many years, there is no requirement that they use any particular component in any particular proportion of total compensation, or at all. | |||
| To address Comment No. 1, the Company proposes to add the following language after the fourth sentence in the first paragraph under the heading “Guiding Principles and Policies” on page 12 of the Proxy Statement: |
| The Company has also disclosed under the headings “Base Salary,” “Management Incentive Plan” and “Long Term Incentives,” that for 2008, the Compensation Committee targeted each of three main components of executive compensation at approximately the 50th percentile of the peer group. Language under the heading “Perquisites” also explains that the payment in lieu of perquisites provided to the Executives is intended to replace a similar value of perquisites typically provided to executives by companies comparable to the Company. Since each of the primary elements of 2008 compensation was targeted at approximately the 50th percentile of the peer group, total compensation for Executives, if earned and paid at the targeted levels, was intended to approximate the 50th percentile of total compensation paid to the peer group. We also note that under the heading “Guiding Principles and Policies” the Company discloses that due to recent promotions, changes in the peer group to reflect the Company’s size and the redesign of the long-term incentive program, which resulted in the Executives receiving no grants of Service-Based RSUs in 2008, total compensation for the Executives was below the 50th percentile of the peer group for 2008. | |||
| To further clarify the role that the payout of all of the RSUs previously granted under the 2004 Plan had in determining 2008 total compensation for the Executives, we propose to add the following language after the second sentence under the heading “2008 Payouts and Grants” on page 15 of the Proxy Statement: |
| 2. | We note your draft disclosure and response to comment four from our letter dated April 2, 2009. Please disclose the percentage of the award attributed to each performance objective for the named executive officers’ grants of RSUs. | ||
| To clarify the method used to calculate the number of Performance RSUs granted in May 2008, we propose to add the following language after the second sentence of the second paragraph under the heading “Long-Term Incentives” on page 15 of the Proxy Statement: |
| We also propose to add the following language after the fourth sentence in the paragraph under the heading “Stock Awards” on page 21 of the Proxy Statement: |
| 3. | We note your draft disclosure and response to prior comment five. With a view to disclosure, please advise us of the revenue impact of the joint venture formed with MillerCoors in June 2008. | ||
| The joint venture formed by SABMiller plc and Molson Coors Brewing Company in June 2008 did not have any effect on the Company’s revenues during 2008. The Company had (and continues to have) separate contracts with both SABMiller plc and Coors Brewing Company that govern their respective purchases. To clarify the disclosure previously provided, we propose to include the following language after the fifth sentence in the second paragraph under the heading “Transactions with Adolph Coors Company” on page 34 of the Proxy Statement: |
| The undersigned hereby acknowledges, on behalf of the Company, that | |||
| • | the Company is responsible for the adequacy and accuracy of the disclosures in its filing; | ||
| • | Staff comments or changes to disclosures in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and | ||
| • | the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
| cc: | David W. Scheible, President and Chief Executive Officer Stephen A. Hellrung, Senior Vice President, General Counsel and Secretary Dana Brown, Securities and Exchange Commission, Division of Corporation Finance, via facsimile to (703) 813-6963 |