8-K: Current report
Published on May 22, 2025
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported):
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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) |
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Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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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).
Emerging growth company
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 3.03. | Material Modifications to Rights of Security Holders |
The information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On May 21, 2025, the stockholders of Graphic Packaging Holding Company (the “Company”) at its 2025 annual meeting of stockholders (the “Annual Meeting”) approved amendments to the Company’s Restated Certificate of Incorporation (the “Charter”) to remove supermajority voting provisions in the Company’s Charter. A detailed description of the foregoing amendments is set forth in Proposal Five in the Company’s 2025 Proxy Statement, which description is incorporated herein by reference and is qualified in its entirety by the Certificate of Amendment of Restated Certificate of Incorporation filed herewith as Exhibit 3.1. The amendments became effective upon filing the Certificate of Amendment of Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on May 21, 2025.
Additionally, the Board of Directors of the Company (the “Board”) approved amendments to the Company’s By-laws (the “By-laws”), which became effective concurrently with the effectiveness of the Certificate of Amendment of Restated Certificate of Incorporation. The By-laws were amended and restated to remove the supermajority voting requirement for stockholders to amend the By-laws. The foregoing description of the By-laws is qualified in its entirety by reference to, and should be read in conjunction with, the complete text of the By-laws, filed herewith as Exhibit 3.2, the terms of which are incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders |
As described above in Item 5.03, the Annual Meeting was held on May 21, 2025. Of the 301,754,281 shares of common stock outstanding as of the record date for the Annual Meeting, 288,542,427 shares were represented in person or by proxy. The results of voting are as follows:
| 1. | Each of the Class III directors was elected by the following tabulation: |
| Director |
For | Withheld | ||||||
| Laurie Brlas |
252,046,338 | 22,717,034 | ||||||
| Robert A. Hagemann |
238,189,751 | 36,573,621 | ||||||
| Alessandro Maselli |
272,924,606 | 1,838,766 | ||||||
There were 13,779,055 Broker Non-Votes for Proposal 1.
| 2. | The selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm was ratified by the following tabulation: |
| For |
Against |
Abstain/Withhold |
Broker Non-Votes |
|||
| 288,274,218 | 144,320 | 123,889 | 0 |
| 3. | The compensation paid to the Company’s named executive officers set forth in the 2025 Proxy Statement (Say-on-Pay) was approved on an advisory and non-binding basis by the following tabulation: |
| For |
Against |
Abstain/Withhold |
Broker Non-Votes |
|||
| 262,701,471 | 11,886,101 | 175,800 | 13,779,055 |
| 4. | The stockholder proposal entitled, “Proposal 4 - Elect Each Director Annually” was approved on an advisory and non-binding basis by the following tabulation: |
| For |
Against |
Abstain/Withhold |
Broker Non-Votes |
|||
| 263,704,045 | 4,716,453 | 6,342,874 | 13,779,055 |
| 5. | The amendments to the Company’s charter documents to remove supermajority voting provisions were approved by the following tabulation: |
| For |
Against |
Abstain/Withhold |
Broker Non-Votes |
|||
| 274,424,830 | 267,207 | 71,335 | 13,799,055 |
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
The following exhibits are included as part of this Current Report on Form 8-K:
| Exhibit |
Description |
|
| 3.1 | Certificate of Amendment of Restated Certificate of Incorporation of Graphic Packaging Holding Company | |
| 3.2 | By-laws of Graphic Packaging Holding Company | |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document) | |
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.
| By: | /s/ Lauren S. Tashma |
|||||
| Lauren S. Tashma | ||||||
| Date: May 22, 2025 | Executive Vice President, General Counsel and Secretary | |||||