Shareholders remove supermajority voting; advisory proposal for annual director elections passes

GRAPHIC PACKAGING HOLDING CO

Stockholders approved Charter amendment removing supermajority voting provisions (274,424,830 for, 267,207 against).
Board amended Bylaws to remove supermajority vote requirement for stockholders to amend Bylaws.
Advisory proposal to elect each director annually passed (263,704,045 for, 4,716,453 against).
Directors elected: Laurie Brlas, Robert Hagemann, Alessandro Maselli; say-on-pay approved (262,701,471 for).
Ratification of PricewaterhouseCoopers as auditor approved (288,274,218 for).

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

GRAPHIC PACKAGING HOLDING CO: Removed supermajority voting requirement for stockholders to amend the By-laws (effective 2025-05-21).

Change: bylaw amendment
Effective: 2025-05-21

Exact text from the filing

the Board of Directors of the Company (the “Board”) approved amendments to the Company’s By-laws (the “By-laws”), which became effective concurrently with the effectiveness of the Certificate of Amendment of Restated Certificate of Incorporation. The By-laws were amended and restated to remove the supermajority voting requirement for stockholders to amend the By-laws.

View on SEC.gov

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

GRAPHIC PACKAGING HOLDING CO: Removed supermajority voting provisions from the Restated Certificate of Incorporation (effective 2025-05-21).

Change: charter amendment
Effective: 2025-05-21

Exact text from the filing

on May 21, 2025, the stockholders of Graphic Packaging Holding Company (the “Company”) at its 2025 annual meeting of stockholders (the “Annual Meeting”) approved amendments to the Company’s Restated Certificate of Incorporation (the “Charter”) to remove supermajority voting provisions in the Company’s Charter.

View on SEC.gov

Browse all governance changes →

GRAPHIC PACKAGING HOLDING CO filing history →

Source: SEC EDGAR

accession 0001193125-25-124563

view filing index on sec.gov

view primary document

Machine-readable: JSON · Markdown · Plain text

This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice. See methodology for how this pipeline works.