Graphic Packaging Holding Company filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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| Item 3.03. | Material Modifications to Rights of Security Holders |
The information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On June 11, 2026, the stockholders of Graphic Packaging Holding Company (the “Company”) at its 2026 annual meeting of stockholders (the “Annual Meeting”) approved amendments to the Company’s Restated Certificate of Incorporation, as amended (the “Existing Charter”), (i) to declassify the Board of Directors of the Company (the “Board”) over a three-year period and provide for the annual election of all directors beginning at the 2029 annual meeting of stockholders, (ii) to enable one or more stockholders as a group holding 25% of the Company’s common stock to call a special meeting of stockholders, and (iii) to make certain other ministerial amendments. Detailed descriptions of the foregoing amendments to the Existing Charter are set forth in Proposal Four and Proposal Five of the Company’s 2026 definitive proxy statement on Schedule 14A (the “2026 Proxy Statement”), which descriptions are incorporated herein by reference and are qualified in their entirety by reference to the full text of the Amended and Restated Certificate of Incorporation filed herewith as Exhibit 3.1 (the “A&R Charter”). The amendments will become effective upon filing the A&R Charter with the Secretary of State of the State of Delaware on June 15, 2026.
Additionally, the Board approved corresponding amendments to the Company’s By-laws (the “Existing By-laws”), which such amendments were conditioned upon, and became effective concurrently with, the effectiveness of the A&R Charter. The Existing By-laws were amended and restated (i) to make revisions consistent with the amendments to the Existing Charter to declassify the Board, (ii) to make revisions consistent with the amendments to the Existing Charter to enable one or more stockholders as a group holding 25% of the Company’s common stock to call a special meeting of stockholders, and (iii) to make certain other ministerial amendments. The foregoing description of the amendments to the Existing By-laws is qualified in its entirety by reference to, and should be read in conjunction with, the complete text of the By-laws, as so amended and restated, filed herewith as Exhibit 3.2, the terms of which are incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders |
As described above in Item 5.03, the Annual Meeting was held on June 11, 2026. Of the 295,884,287 shares of the Company’s common stock outstanding as of the record date for the Annual Meeting, 265,524,893 shares were represented in person or by proxy. The results of voting are as follows:
| 1. | Election of Directors: |
| Director |
For |
Withheld | ||
| Andrew P. Callahan | 228,643,060 | 14,944,223 | ||
| Jeffrey M. Stafeil | 224,683,905 | 18,903,378 | ||
| Larry M. Venturelli | 199,894,045 | 43,693,238 |
There were 21,937,610 Broker Non-Votes for Proposal 1.
| 2. | Ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm: |
| For |
Against |
Abstain/Withhold |
Broker Non-Votes | |||
| 265,012,093 | 438,322 | 74,478 | 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 | |||
| 230,618,122 | 12,772,758 | 196,403 | 21,937,610 |
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| 4. | Vote on an amendment to the Certificate of Incorporation to Declassify the Board: |
| For |
Against |
Abstain/Withhold |
Broker Non-Votes | |||
| 243,227,710 | 303,970 | 55,603 | 21,937,610 |
| 5. | Vote on an Amendment to the 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. |
| For |
Against |
Abstain/Withhold |
Broker Non-Votes | |||
| 220,916,783 | 2,060,726 | 20,609,774 | 21,937,610 |
| 6. | Stockholder Proposal – Give Shareholders the ability to call for a special shareholder meeting. |
| For |
Against |
Abstain/Withhold |
Broker Non-Votes | |||
| 102,538,105 | 140,657,391 | 391,797 | 21,937,610 |
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit |
Description | |
| 3.1 | Amended and Restated Certificate of Incorporation of Graphic Packaging Holding Company | |
| 3.2 | By-laws of Graphic Packaging Holding Company | |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document) | |
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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.
| By | /s/ Daniel S. Fishbein | |||||
| Daniel S. Fishbein | ||||||
| Date: June 16, 2026 | Executive Vice President, General Counsel and Secretary |
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