May 21, 2020 - 8-K: Current report filing | Graphic Packaging Holding Company (GPK)

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)


Delaware	001-33988	26-0405422
(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 Class	Trading Symbol(s)	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).

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:


Director	For	Withheld
Michael P. Doss	246,077,488	982,398
Dean A. Scarborough	245,916,179	1,143,707
Larry M. Venturelli	246,060,749	999,137

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


For	Against	Abstain	Broker 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):


For	Against	Abstain	Broker 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, 2020			By: /s/ Lauren S. Tashma
			Lauren S. Tashma
			Executive Vice President, General Counsel and Secretary