Not independent
Tenure on this board
1.7 yrs
Also a director at
Vertiv Holdings Co (VRT)Resolute Holdings Management Inc (RHLD)
19 nominees · 1 ballot item.
Approve the reincorporation of GPGI, Inc. from Delaware to Nevada by conversion and adopt the Plan of Conversion and related Nevada governing documents (the Nevada Reincorporation Proposal) — Board recommends FOR.
Approve the conversion/reincorporation of GPGI, Inc. from the State of Delaware to the State of Nevada, adopting the Plan of Conversion and the proposed Nevada articles of incorporation and Nevada bylaws; each outstanding share of Class A Common Stock will convert one-for-one into Nevada Class A Common Stock and no action by holders to exchange book-entry shares is required.
This management proposal requests stockholder approval to convert GPGI from a Delaware corporation to a Nevada corporation by adopting a Plan of Conversion and the proposed Nevada articles and bylaws and authorizing the Board’s Reincorporation Resolutions. Management and outside counsel reviewed developments in Delaware, Nevada and Texas corporate law and concluded that Nevada offers a more statute-focused approach, codified fiduciary standards, and certain procedural differences that the Board believes could reduce exposure to costly and distracted litigation in Delaware and provide greater predictability for corporate decision-making. The proposal keeps economic and operational terms unchanged: no business, management, employees, or office relocations; each outstanding Class A share converts one-for-one into Nevada Class A shares with no need to exchange book-entry shares; trading on the NYSE is expected to continue uninterrupted. The Board also cites potential administrative benefits, including lower ongoing franchise tax and filing fee exposure in Nevada relative to Delaware for a company of GPGI’s size, while preserving existing equity awards via one-to-one adjustments. Risks and tradeoffs identified include differences in stockholder inspection rights, appraisal/dissenter’s rights mechanics, potential antitakeover implications under Nevada law, and broader exculpation and director discretion under Nevada statutes that may be viewed unfavorably by some investors or proxy advisors. The Board disclaims any assurance the reincorporation will yield all anticipated benefits and acknowledges transaction costs and possible litigation risk in connection with the change of domicile (including a then-pending complaint alleging claims related to the proposed reincorporation). The Board unanimously recommends a FOR vote, concluding the governance and cost considerations and counsel advice make the conversion advisable and in the best interests of the Company and its stockholders.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Platinum Equity Advisors, LLC/DE | 18.23% | 52,829,757 | $903M |
| 2 | FMR LLC | 9.76% | 28,288,797 | $484M |
| 3 | Alyeska Investment Group, L.P. | 7.38% | 21,395,253 | $366M |
| 4 | LOCUST WOOD CAPITAL ADVISERS, LLC | 4.76% | 13,783,653 | $236M |
| 5 | Capital Research Global Investors | 3.88% | 11,260,713 | $193M |
| 6 | CORSAIR CAPITAL MANAGEMENT, L.P. | 2.92% | 8,465,789 | $145M |
| 7 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.85% | 8,270,457 | $141M |
| 8 | VANGUARD CAPITAL MANAGEMENT LLC | 2.66% | 7,720,738 | $132M |
| 9 | BlackRock, Inc. | 2.48% | 7,200,140 | $123M |
| 10 | FMR LLC | 1.98% | 5,741,448 | $98M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.