May 5, 2025 - 8-K: Current report | Graphic Packaging Holding Company (GPK)

/s/ Lauren S. Tashma

Lauren S. Tashma

Date: May 5, 2025

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 1, 2025

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

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

☐	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 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Effective May 1, 2025, Ms. Maggie Bidlingmaier, Executive Vice President and President, Americas, resigned her position at Graphic Packaging Holding Company (the “Company”). Ms. Bidlingmaier will end her employment with the Company on June 2, 2025.

Also effective on May 1, 2025, Mr. Joseph P. Yost, currently the Executive Vice President and President, International of the Company since January 5, 2022, assumed the position of Executive Vice President and President, Americas. From January 5, 2017 to January 4, 2022, Mr. Yost had previously served as Executive Vice President and President, Americas. Prior to January 5, 2017, Mr. Yost served as Senior Vice President, Global Beverage and Europe from September 1, 2015 to January 4, 2017, and in numerous other management positions with the Company and its subsidiaries and predecessors from 1997 through August 2015. Mr. Yost has no family relationship with any director or executive officer of the Company and has not engaged in any transaction requiring disclosure under Regulation S-K Item 404(a). Given the larger scope and increased responsibilities of his new position, effective May 1, 2025 Mr. Yost received a 5.1% increase in his base salary to $765,000, an increase in his annual cash incentive plan target from 75% to 85% of base salary, and an increase to his long-term equity incentive plan target grant from 185% to 200% of base salary.

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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.

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