Form 8-K

/s/ Lauren S. Tashma

Lauren S. Tashma

Date: May 24, 2023

Executive Vice President, General Counsel and Secretary

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

of incorporation)

(Commission
File Number)

(IRS Employer

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 Symbol	Name of Each Exchange 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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