Graphic Packaging Holding Co

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect three Class I directors (Andrew P. Callahan, Jeffrey M. Stafeil and Larry M. Venturelli) to hold three‑year terms expiring in 2029.

2. 2

   Ratification of the Appointment of our Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal 2026.

3. 3

   Advisory Vote on Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   Non‑binding, advisory vote to approve the compensation of the Company’s Named Executive Officers as described in the Proxy Statement (the Compensation Discussion and Analysis and related disclosures).

   More detail

   This advisory proposal asks stockholders to approve, on a non‑binding basis, the compensation arrangements for the Company’s Named Executive Officers as described in the Compensation Discussion and Analysis and related disclosures. Management seeks shareholder approval to demonstrate support for its pay philosophy and the design of short‑term and long‑term incentive programs that tie pay to performance (including Adjusted EBITDA, Cash Flow Before Debt Reduction and multi‑year Performance RSU metrics subject to a relative TSR modifier). The vote is advisory and will not bind the Board or the Compensation and Management Development Committee, but the Committee will consider the outcome when setting future compensation. The Board highlights practices intended to align pay with shareholder interests, including a majority of compensation at risk, performance‑based RSUs with caps and a clawback policy, benchmarking to peer medians, and stock ownership guidelines. Management also notes strong prior shareholder support for pay (96% in 2025) and reiterates the role of independent compensation consultants and committee oversight in setting pay. A FOR vote signals investor endorsement of the Company’s pay‑for‑performance framework and reduces the risk of future engagement/adjustment cycles; an AGAINST or significant negative vote would likely trigger outreach and potential program design changes by the Committee. The proposal sits in the context of recent company performance (lower Adjusted EBITDA and net income in 2025) and large equity awards that materially affect reported compensation, which investors may weigh when casting their advisory vote. The Board recommends FOR and frames the vote as an important governance feedback mechanism rather than a binding instruction.

4. 4

   Amendment to Certificate of Incorporation to Declassify our Board

   ManagementBoard: FOR

   Approve amendments to the Certificate of Incorporation to eliminate the classified board structure and transition to annual director elections over a phased three‑year period beginning in 2027, with ministerial updates to the charter and related by‑law amendments.

   More detail

   This management proposal asks stockholders to approve a charter amendment that phases out the Company’s classified (staggered) board structure and transitions to annual director elections over a three‑year period beginning with the 2027 annual meeting. Management frames the change as responsive to an advisory shareholder vote in 2025 that favored declassification and believes annual elections enhance director accountability by shortening the election cycle while allowing an orderly phased implementation. The amendment would elect the current nominees to three‑year terms and then convert classes to one‑year terms on a scheduled timeline, with removal‑for‑cause protections remaining in place until full declassification in 2029. The Board has adopted companion by‑law amendments to effect the mechanics of the transition. From a governance perspective, declassification typically increases director accountability and may be seen as shareholder‑friendly, but it can also reduce the board’s insulation against hostile or opportunistic campaigns and may modestly increase turnover risk. The Board justifies the phased approach to avoid abrupt governance disruption and to respect current term expectations, while achieving the policy objective within a defined timeline. Approval requires a majority of the combined voting power of outstanding shares, and broker non‑votes would count as votes against, so the vote is material and could signal investor sentiment on governance. The proposal sits in the context of the Company’s outreach and prior advisory feedback, and management highlights that it aligns with shareholder preference while retaining certain protective mechanics (e.g., removal only for cause during the transition). Institutional investors will weigh the governance benefits (accountability and alignment with best practices) against any perceived loss of board continuity when evaluating the proposal. The Board unanimously recommends FOR, signaling that the company regards declassification as a net positive for shareholder engagement and oversight.

5. 5

   Amendment to Certificate of Incorporation to Enable One or More Stockholders as a Group Holding 25% of the Company’s Common Stock to Call a Special Meeting of Stockholders

   ManagementBoard: FOR

   Approve charter and by‑law amendments to permit one or more stockholders acting as a group holding at least 25% of the Company’s outstanding common stock to request that the Board call a special meeting of stockholders, subject to specified procedural, timing and information requirements.

   More detail

   This management proposal asks stockholders to approve a charter amendment enabling one or more stockholders acting together who hold at least 25% of the Company’s outstanding common stock to request that the Board call a special meeting, subject to procedural, timing and disclosure safeguards reflected in companion by‑law amendments. Management frames the 25% threshold as a compromise between empowering shareholders and protecting the company from disruptive, costly or opportunistic special meetings; the Board evaluated peer practice and concluded that a 25% threshold is common among S&P 500 and Russell 1000 companies and peers. The Board also emphasizes timing and information requirements to prevent duplicative or proximate special meetings and reserves the right to treat similar items presented recently as ineligible. The proposal is explicitly positioned as an alternative to a shareholder‑filed 10%‑threshold proposal (Proposal 6) and the Board recommends approving its 25% approach instead. From a governance standpoint, a 25% threshold gives meaningful minority owners a formal mechanism to request a meeting while significantly reducing the probability that a small activist minority could force a special meeting. Approval requires a majority of combined voting power and, if adopted, would be implemented through charter/by‑law filings; broker non‑votes would count as against. Institutional investors will weigh whether 25% is sufficiently accessible given the company’s ownership mix and whether the procedural protections are appropriate. The Board unanimously recommends FOR, signaling management’s view that the amendment enhances stockholder rights while balancing risks of distraction and cost.

6. 6

   Stockholder Proposal — Give Shareholders the Ability to Call for a Special Shareholder Meeting

   ShareholderBoard: AGAINST

   A stockholder proposal requesting that the Board amend governing documents to allow owners of a combined 10% of outstanding common stock (or the lowest percentage permitted by law) to call a special shareholder meeting, permit online meetings, and prohibit poison‑pill style ownership‑time requirements.

Upcoming shareholder meetings at Graphic Packaging Holding Co’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Graphic Packaging Holding Co 2026 annual meeting?

Graphic Packaging Holding Co (GPK) holds its 2026 annual shareholder meeting on Thursday, June 11, 2026.

What is the record date for the Graphic Packaging Holding Co 2026 meeting?

The record date for the Graphic Packaging Holding Co 2026 meeting is Tuesday, April 14, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Graphic Packaging Holding Co's 2026 meeting?

The board is presenting 3 director nominees at the Graphic Packaging Holding Co 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Graphic Packaging Holding Co 2026 meeting?

Shareholders will vote on 6 proposals at the Graphic Packaging Holding Co 2026 meeting, each tagged with who proposed it and the board's recommendation.