---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-26-272576"
form_type: "8-K"
ticker: "GPK"
cik: "0001408075"
company_name: "GRAPHIC PACKAGING HOLDING CO"
filed_at: "2026-06-16T20:05:20+00:00"
generated_at: "2026-06-16T20:12:41.625916+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

# Graphic Packaging shareholders approve board declassification and 25% special meeting right at annual meeting

## Summary
- Shareholders approved declassifying the board over three years; annual director elections begin at 2029 meeting.
- Shareholders approved allowing 25% common stock holders to call special meetings of stockholders.
- All three director nominees elected: Callahan (93.9%), Stafeil (92.2%), Venturelli (82.1%) of votes cast.
- Say-on-pay passed with 94.7% of votes cast in favor; ratification of PwC as auditor received 99.8% support.
- Amendments effective June 15, 2026; corresponding bylaw amendments approved by Board.

## SEC filing metadata
- accession: 0001193125-26-272576
- form_type: 8-K
- ticker: GPK
- cik: 0001408075
- company_name: GRAPHIC PACKAGING HOLDING CO
- filed_at: 2026-06-16T20:05:20+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 3.03, 5.03, 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1408075/000119312526272576/0001193125-26-272576-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1408075/000119312526272576/d133944d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-26-272576
- JSON: https://secwatch.observer/filing/0001193125-26-272576.json
- Plain text: https://secwatch.observer/filing/0001193125-26-272576.txt

## Key facts
- Governance Changes
  GRAPHIC PACKAGING HOLDING CO: Amended by-laws to conform to charter amendments, including consistent changes for board declassification and special meeting rights (effective 2026-06-15).
  - Change: bylaw amendment
  - Effective: 2026-06-15
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1408075/000119312526272576/0001193125-26-272576-index.htm
- Governance Changes
  GRAPHIC PACKAGING HOLDING CO: Amended charter to declassify board over three years, provide annual director elections from 2029, and allow stockholders holding 25% to call special meetings (effective 2026-06-15).
  - Change: charter amendment
  - Effective: 2026-06-15
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1408075/000119312526272576/0001193125-26-272576-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.