GRAPHIC PACKAGING HOLDING CO

This summary provides an overview of key information in this Proxy Statement. We encourage you to read the entire Proxy Statement before voting.

ANNUAL MEETING OF STOCKHOLDERS

VOTING MATTERS

CORPORATE GOVERNANCE HIGHLIGHTS ➤ Currently separate Chairman of the Board and CEO structure ➤ No Director may serve on more than three other Boards of Directors, and the CEO may serve on no more than one other public company Board of Directors ➤ Director nominees who receive a majority of withhold votes are required to resign, subject to acceptance of such resignation by the Board ➤ Board mandatory retirement age of 72 ➤ Directors and senior officers are subject to stock ownership guidelines ➤ Annual stockholder vote on “Say-on-Pay” ➤ No stockholder rights plan or “poison pill” ➤ Oversight of cybersecurity risks, mitigation efforts and incident disclosures delegated to the Audit Committee ➤ Oversight of ESG expressly delegated to the Nominating and Corporate Governance Committee ➤ Oversight of diversity, equity and inclusion efforts expressly delegated to the Compensation and Management Development Committee BUSINESS HIGHLIGHTS ➤ Increased Net Income by 39% to $723 million versus the prior year ➤ Increased Adjusted EBITDA(1) by 17% to $1,876 million versus the prior year ➤ Reduced Net Leverage(1) to 2.8x at fiscal year end versus 3.2x at the end of the prior year ➤ Increased Earnings per Diluted Share by 38% to $2.34

Proxy Statement

for the

Annual Meeting of Stockholders

on

May 23, 2024