0001408075false00014080752020-05-202020-05-20



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 20, 2020
GRAPHIC PACKAGING HOLDING COMPANY
(Exact name of registrant as specified in its charter)
Delaware001-3398826-0405422
(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer
Identification No.)
1500 Riveredge Parkway, Suite 100
Atlanta, Georgia 30328
(Address of principal executive offices)
(Zip Code)
(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 ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Common Stock, $0.01 par value per shareGPKNew 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).

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 5.07. Submission of Matters to a Vote of Security Holders

The Company held its Annual Meeting of Stockholders on May 20, 2020. Of the 282,390,501 shares of common stock eligible to vote at the Annual Meeting, 257,239,396 were represented in person or by proxy. The final results of voting are as follows:

1.Election of Directors:

DirectorForWithheld
Michael P. Doss246,077,488  982,398  
Dean A. Scarborough245,916,179  1,143,707  
Larry M. Venturelli246,060,749  999,137  

2.Ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm:

ForAgainstAbstainBroker Non-Votes
256,551,010  663,246  25,140  0

3.Approval of the compensation paid to the Company’s named executive officers set forth in the Proxy Statement (Say-on-Pay):

ForAgainstAbstainBroker Non-Votes
244,027,584  2,605,342  426,960  10,179,510  



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.
GRAPHIC PACKAGING HOLDING COMPANY
(Registrant)
Date: May 21, 2020By: /s/ Lauren S. Tashma
Lauren S. Tashma
Executive Vice President, General Counsel and Secretary