GPGI, Inc.

DEF 14A 1 tm2611237-2_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549​

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

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Securities Exchange Act of 1934

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Dear Stockholder:

You are cordially invited to the special meeting of stockholders (the “Special Meeting”) of GPGI, Inc. (the “Company”), which will be held virtually at 10:00 a.m. Eastern Time on June 4, 2026. We have adopted a virtual format for our Special Meeting to provide a consistent experience to all stockholders regardless of location. You will be able to attend the Special Meeting and vote during the Special Meeting via live webcast through the link www.virtualshareholdermeeting.com/GPGI2026SM.

In connection with the Special Meeting, you will be asked to consider and vote on a proposal (the “Nevada Reincorporation Proposal”) to approve the reincorporation of the Company from the State of Delaware to the State of Nevada by conversion (the “Nevada Reincorporation”), and to adopt the resolutions of the Company’s Board of Directors approving the Nevada Reincorporation (the “Nevada Reincorporation Resolutions”) included as Appendix A to the accompanying proxy statement (the “Proxy Statement”). Whether or not you plan to attend the Special Meeting, we urge you to read the Proxy Statement and consider such information carefully before voting.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT OUR STOCKHOLDERS

VOTE “FOR” THE NEVADA REINCORPORATION PROPOSAL.

Your vote is very important. Even if you plan to attend the Special Meeting, if you are a stockholder of record of Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”) as of April 16, 2026, please submit your proxy by Internet, mail or telephone as soon as possible to make sure that your shares are represented at the Special Meeting, or you may submit your proxy at the Special Meeting. If you hold your shares of Class A Common Stock in “street name” through a bank, broker or other nominee, you must vote in accordance with the voting instructions provided to you by such bank, broker or other nominee, which may include instructions for voting by Internet or telephone.

If you have any questions or require any assistance with voting your shares, please call the Company’s proxy solicitor:

INNISFREE M&A INCORPORATED

Stockholders may call +1 (877) 800-5186 (toll-free from the U.S. and Canada) or

+1 (412) 232-3651 (from other countries)

Banks and Brokers may call collect +1 (212) 750-5833

On behalf of the Board of Directors, we thank you for your support of the Company.

Yours sincerely,

The accompanying Proxy Statement is dated April 20, 2026. Holders of record of Class A Common Stock at the close of business on April 16, 2026 are entitled to receive notice of, and to vote at, the Special Meeting.

Instructions on how to vote your shares are contained on the enclosed proxy card. The accompanying Proxy Statement is first being mailed to stockholders on or about April 20, 2026.

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON June 4, 2026

To the Stockholders of GPGI, Inc. (“we,” “our,” or the “Company”):

NOTICE IS HEREBY GIVEN that a special meeting of stockholders of the Company (the “Special Meeting”) will be held virtually at 10:00 a.m. Eastern Time on June 4, 2026.

Virtual Special Meeting

In order to facilitate stockholder attendance and participation, after careful consideration, the Company’s Board of Directors (the “Board”) has determined to hold a virtual special meeting in order to enable stockholders to participate from any location and at no cost to stockholders. We believe this is the right choice for the Company at this time, as it enables engagement with our stockholders, regardless of size, resources, or physical location. We are committed to ensuring that stockholders will be afforded substantially the same rights and opportunities to participate as they would at an in-person meeting. You will be able to attend the Special Meeting online and vote your shares electronically during the Special Meeting by visiting www.virtualshareholdermeeting.com/GPGI2026SM.

To participate in the virtual Special Meeting, you will need the 16-digit control number included on your proxy card or voting instruction form. If your shares of Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), are beneficially held in “street name” through a brokerage firm, bank, trust or other similar organization and you do not have a 16-digit control number, in order to participate in the Special Meeting, you must first obtain a legal proxy from your broker, bank or other nominee. The Special Meeting webcast will begin promptly at 10:00 a.m. Eastern Time. We encourage you to access the Special Meeting prior to the start time and you should allow ample time for the check-in procedures. We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual Special Meeting. A phone number where you can obtain technical assistance will be available on the Special Meeting website on the day of the Special Meeting.

Items of Business

At the Special Meeting, you will be asked to consider and vote on a proposal (the “Nevada Reincorporation Proposal”) to approve the reincorporation of the Company from the State of Delaware to the State of Nevada by conversion (the “Nevada Reincorporation”), and to adopt the resolutions of the Company’s Board of Directors approving the Nevada Reincorporation (the “Nevada Reincorporation Resolutions”) included as Appendix A to the accompanying Proxy Statement.

Stockholders of record at the close of business on April 16, 2026 (the “Record Date”) are entitled to notice of, and to vote at, the Special Meeting and any adjournments or postponements thereof.

The Nevada Reincorporation Proposal requires the affirmative vote of a majority of the outstanding shares of our Class A Common Stock entitled to vote thereon at the Special Meeting, assuming a quorum is present.

For more information concerning the Special Meeting and the Nevada Reincorporation, please review the accompanying Proxy Statement and the copy of the Nevada Reincorporation Resolutions attached as Appendix A to the accompanying Proxy Statement.

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE NEVADA REINCORPORATION PROPOSAL.

To assure that your shares of Class A Common Stock are represented at the Special Meeting, regardless of whether you plan to attend the Special Meeting, please vote your shares as soon as possible.

If you are a stockholder of record, you may vote by completing, signing, dating, and mailing the enclosed proxy card using the prepaid return envelope provided with your proxy materials. Alternatively, you may vote by telephone or through the Internet. Instructions regarding each of the methods of voting are provided on the enclosed proxy card. Your proxy is being solicited by the Board.

If you are a beneficial owner of shares of Class A Common Stock (i.e., you hold in “street name”), you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form provided to you by your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on the Nevada Reincorporation Proposal without your instructions.

If you have any questions about the Nevada Reincorporation, the Special Meeting or how to submit your proxy, or if you need additional copies of this proxy statement or the enclosed proxy card or voting instruction form, please call the Company’s proxy solicitor, Innisfree M&A Incorporated, at +1 (877) 800-5186 (toll-free from the U.S. and Canada) or +1 (412) 232-3651 (from other countries).

If you fail to return your proxy, vote by telephone or through the Internet, instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form provided to you by your bank, broker or other nominee or attend the Special Meeting virtually, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting and, assuming a quorum is present, will have the same effect as a vote against the Nevada Reincorporation Proposal.

By Order of the Board of Directors

David A.P. Marshall

Chief Legal Counsel and Corporate Secretary

Somerset, New Jersey​