GRAPHIC PACKAGING HOLDING CO
For the period ended Jun 11, 2026. Filed Apr 28, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 11, 2026 · Filed Apr 28, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant
☒
Filed by a party other than the Registrant
☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Under Rule 240.14a-12 |
Graphic Packaging Holding Company
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
April 28, 2026
Dear Graphic Packaging Holding Company Stockholders:
It is my pleasure to invite you to Graphic Packaging Holding Company’s 2026 Annual Meeting of Stockholders (the “Annual Meeting”), to be held virtually on Thursday, June 11, 2026 at 11:00 a.m. local time. Our Board of Directors believes that holding a virtual stockholder meeting facilitates attendance and offers significant time and cost savings to us and our stockholders and therefore has chosen this over anin-person meeting. To vote or submit questions during the Annual Meeting by live webcast, please visit www.virtualshareholdermeeting.com/GPK2026.
The formal Notice of Annual Meeting and Proxy Statement are enclosed with this letter. The Proxy Statement describes the matters to be acted upon at the Annual Meeting. It also describes how our Board of Directors operates and provides compensation and other information about the management and Board of Directors of Graphic Packaging Holding Company.
Whether or not you plan to join the Annual Meeting, your vote is important, and I hope you will vote as soon as possible. You may vote over the internet, by telephone or by mailing a proxy or voting instruction card. Voting over the internet, by telephone or by written proxy will ensure your representation at the Annual Meeting, regardless of whether you attend the virtual meeting. If you hold your shares in your own name and choose to attend the Annual Meeting, you may revoke your proxy and personally cast your votes at the Annual Meeting. If you are the beneficial owner of shares held in “street name” by a bank, brokerage firm or other nominee, please follow instructions from such record holder to vote your shares.
Sincerely yours,
Robbert E. Rietbroek
President and
Chief Executive Officer
Notice of 2026 Annual
Meeting of Stockholders
Annual Meeting of Stockholders
| Date and Time Thursday, June 11, 2026 11:00 a.m. local time | Access: www.virtualshareholdermeeting.com/GPK2026 | Record Date April 14, 2026 |
|---|
| Voting Matters At the Annual Meeting of Stockholders, we will vote on the following proposals: Proposal 1 Election of Directors Proposal 2 Ratification of the Appointment of our Independent Registered Public Accounting Firm Proposal 3 Advisory Vote on Executive Compensation (Say-on-Pay) Proposal 4 Amendment to Certificate of Incorporation to Declassify our Board Proposal 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 Proposal 6 Stockholder Proposal – Give Shareholders the Ability to Call for a Special Shareholder Meeting | How to vote: | |||
|---|---|---|---|---|
| In Person | Internet | |||
| If your shares are registered directly in your name, you are considered a stockholder of record and you may attend and participate in the 2026 Annual Meeting online, vote your shares electronically, and submit your questions during the 2026 Annual Meeting by visiting www.virtualshareholdermeeting. com /GPK2026. You will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials (the “Notice”) or proxy card to access the 2026 Annual Meeting platform. Smart phone users can point your camera to the QR code provided in your Notice and vote without entering a control number. If you do not have the control number you may attend as a guest (non-stockholder) but will not have the option to vote or ask questions during the virtual Annual Meeting. If you are the beneficial owner of shares held by a bank, brokerage firm or other nominee, you must obtain a legal proxy from the holder of record of your shares and present it at the Annual meeting. | To vote via the Internet prior to the Annual Meeting, stockholders of record should follow the “Vote by Internet” instructions on their proxy card. Stockholders who are the beneficial owner of shares held in “street name” by a bank, brokerage firm or other nominee, should vote by accessing the website specified on the voting instruction card provided by such record holder. | |||
| Telephone | ||||
| Stockholders of record should follow the “Vote by Phone” instructions on their proxy card. Stockholders who are the beneficial owner of shares held in “street name” by a bank, brokerage firm or other nominee should vote by calling the number specified on the voting instruction card provided by such record holder. | Stockholders of record should complete, sign, date and mail the proxy card in the envelope provided. Stockholders who are the beneficial owner of shares held in “street name” by a bank, brokerage firm or other nominee will receive voting instructions from such record holder. | |||
YOUR VOTE IS VERY IMPORTANT.
EVEN IF YOU PLAN TO ATTEND THE ANNUAL MEETING OF STOCKHOLDERS, PLEASE
AUTHORIZE YOUR PROXY OR DIRECT YOUR VOTE BY MAIL, INTERNET OR TELEPHONE AS
DESCRIBED ABOVE.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.