Graphic Packaging Holding Co

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.

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.

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.