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 13, 2009
GRAPHIC PACKAGING HOLDING COMPANY
(Exact name of registrant as specified in its charter)
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| Delaware
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001-33988
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26-0405422 |
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.) |
814 Livingston Court
Marietta, Georgia 30067
(Address of principal executive offices)
(Zip Code)
(770) 644-3000
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
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| Item 5.02 |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers. |
At the Annual Meeting of Stockholders held on May 13, 2009, the Company’s stockholders
approved amendments to the Graphic Packaging Corporation 2004 Stock and Incentive Compensation Plan
(i) to increase the number of shares of Graphic Packaging Holding Company’s common stock that may
be granted pursuant to awards by 12,000,000 shares; (ii) to reapprove and add to a list of
qualified business criteria for performance-based awards; and (iii) to make other conforming
changes. A description of the material terms of the Graphic Packaging Holding Company Amended and
Restated 2004 Stock and Incentive Compensation Plan was included in the Company’s Definitive Proxy
Statement on Schedule 14A (File No. 001-33988) as filed with the Securities and Exchange Commission
on April 23, 2009.
Item 9.01 Financial Statements and Exhibits.
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| Exhibits |
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99.1
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Graphic Packaging Holding Corporation Amended and Restated 2004
Stock and Incentive Compensation Plan (incorporated herein by
reference to Appendix A of the Registrant’s Definitive Proxy
Statement on Schedule 14A (File No. 001-33988) filed with the
Securities and Exchange Commission on April 23, 2009). |