secwatch / observer

GRAPHIC PACKAGING HOLDING CO — fact timeline

Source-grounded facts extracted from GRAPHIC PACKAGING HOLDING CO's SEC 8-K filings across all families, newest first. Each cites a verbatim SEC excerpt.

GPK GRAPHIC PACKAGING HOLDING CO JSON
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).

“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.”
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).

“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.”

Larry M. Venturelli was elected as Chairman of the Board at GRAPHIC PACKAGING HOLDING CO.

“Mr. Larry M. Venturelli, a member of the Board since 2016, was elected Chairman of the Board, effective upon Mr. Martens retirement.”

Philip R. Martens retired as Chairman of the Board at GRAPHIC PACKAGING HOLDING CO.

“Effective June 11, 2026, following the Annual Meeting of Stockholders, Mr. Philip R. Martens retired from his positions as a member and Chairman of the Board of Directors (the “Board”) of Graphic Packaging Holding Company (the “Company”).”
Debt Financings

GRAPHIC PACKAGING HOLDING CO incurred loan of approximately $141.4 million aggregate principal amount with Mission Economic Development Corporation (MEDC) at annual rate of 5.00% maturing 2064 with a mandatory purchase date of June 1, 2030.

“On May 19, 2026, Graphic Packaging International, LLC (“Graphic Packaging”), the primary operating subsidiary of Graphic Packaging Holding Company, entered into a loan agreement with the Mission Economic Development Corporation (“MEDC”) for the proceeds of the MEDC’s offering of approximately $141.4 million aggregate principal amount of tax-exempt “green” bonds due 2064 with a mandatory purchase date of June 1, 2030 (the “Tax-Exempt Green Bonds”).”
Earnings Releases

GRAPHIC PACKAGING HOLDING CO reported first quarter 2026 results: revenue $2,156 million, net income ($43) million, EPS $(0.14) per diluted share. Guidance reaffirmed.

“GPK) ("Graphic Packaging" or the "Company"), a global leader in sustainable consumer packaging, today reported first quarter 2026 results. Net Sales in first quarter 2026 were $2,156 million, versus $2,120 million in first quarter 2025. Net Loss in first quarter 2026 was ($43) million, or $(0.14) per diluted share, versus Net Income of $127 million, or $0.42 per”
Material Agreements

GRAPHIC PACKAGING HOLDING CO amended Amendment No. 1 with Bank of America, N.A., as administrative agent (effective 2026-02-26).

“On February 26, 2026, Graphic Packaging Holding Company (the “Company”), Graphic Packaging International Partners, LLC (“GPIP”), Graphic Packaging International, LLC, the primary operating subsidiary of the Company (“GPIL”), and certain subsidiaries of GPIL entered into Amendment No. 1 (the “Amendment”) to the Fifth Amended and Restated Credit Agreement, dated June 3, 2024”
Debt Financings

GRAPHIC PACKAGING HOLDING CO amended credit facility with Bank of America, N.A., as administrative agent.

“1 (the “Amendment”) to the Fifth Amended and Restated Credit Agreement, dated June 3, 2024 (as amended by the Amendment, the “Credit Agreement”), by and among the Company, GPIP, GPIL certain subsidiaries of GPIL, and Bank of America, N.A., as administrative agent for the lenders party thereto. Driven by, among other factors, the Company’s decision to aggressively reduce inventory, which has the effect of depressing EBITDA and therefore increasing the Consolidated Total Leverage Ratio (as defined in the Credit Agreement), the Company requested the amendment to ensure adequate flexibility.”
Debt Financings

GRAPHIC PACKAGING HOLDING CO incurred term loan of up to $400.0 million with Coöperatieve Rabobank U.A., New York Branch at SOFR plus 1.00% to SOFR plus 1.75% or Base Rate plus 0.00% to Base Rate plus 0.7 maturing June 30, 2027.

“The Incremental Amendment provides for a Delayed Draw Incremental Term Facility in an aggregate amount of up to $400.0 million”
Governance Changes

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

“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.”
Governance Changes

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

“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.”

Joseph P. Yost changed role as Executive Vice President and President, Americas at GRAPHIC PACKAGING HOLDING CO.

“Also effective on May 1, 2025, Mr. Joseph P. Yost, currently the Executive Vice President and President, International of the Company since January 5, 2022, assumed the position of Executive Vice President and President, Americas.”

Maggie Bidlingmaier resigned as Executive Vice President and President, Americas at GRAPHIC PACKAGING HOLDING CO.

“Effective May 1, 2025, Ms. Maggie Bidlingmaier, Executive Vice President and President, Americas, resigned her position at Graphic Packaging Holding Company (the “Company”).”

Andrew Callahan was appointed as Director at GRAPHIC PACKAGING HOLDING CO.

“Effective July 19, 2024, the Board of Directors of Graphic Packaging Holding Company (the “Company”) appointed Mr. Andrew Callahan to the Board of Directors.”
Debt Financings

GRAPHIC PACKAGING HOLDING CO incurred senior notes of $500.0 million aggregate principal amount with BofA Securities, Inc. at 6.375% maturing July 15, 2032.

“completed its previously announced private offering of $500.0 million aggregate principal amount of its 6.375% senior unsecured notes due 2032”
Material Agreements

GRAPHIC PACKAGING HOLDING CO entered into Ninth Supplemental Indenture with U.S. Bank Trust Company, National Association valued at $500,000,000 aggregate principal amount of 6.375% senior unsecured notes due 2032 (effective 2024-05-13).

“On May 13, 2024, Graphic Packaging International, LLC, the primary operating subsidiary of Graphic Packaging Holding Company (the “Company”), completed its previously announced private offering of $500.0 million aggregate principal amount of its 6.375% senior unsecured notes due 2032 (the “Senior Notes”).”
Earnings Releases

GRAPHIC PACKAGING HOLDING CO reported First Quarter 2024 results: net income $165 million, EPS $0.53 per share.

“Net Income was $165 million, or $0.53 per share, based upon 309.1 million weighted average diluted shares.”
Material Agreements

GRAPHIC PACKAGING HOLDING CO entered into Purchase Agreement with Clearwater Paper Corporation valued at $700,000,000 in cash consideration and assumption of certain liabilities (effective 2024-02-20).

“On February 20, 2024, Graphic Packaging International, LLC (the “Company”), a Delaware limited liability company and a wholly-owned subsidiary of Graphic Packaging Holding Company, and Clearwater Paper Corporation, a Delaware corporation (“CLW”), entered into a Purchase Agreement (the “Purchase Agreement), pursuant to which, among other things, the Company agreed to sell its paperboard manufacturing business located in Augusta, Georgia (the “Business”) to CLW in exchange for (i) $700,000,000 in cash consideration (subject to the adjustment as set forth in the Purchase Agreement, the “Purchase Price”) and (ii) the assumption of certain liabilities of the Business as specified in the Purchase Agreement (such transaction, the “Transaction”).”
Earnings Releases

GRAPHIC PACKAGING HOLDING CO reported financial results for fourth quarter and full year 2023.

“On February 20, 2024, Graphic Packaging Holding Company issued a press release reporting its fourth quarter and full year 2023 results.”
Earnings Releases

GRAPHIC PACKAGING HOLDING CO updated its Full Year 2023 guidance (reaffirmed).

“The Company updated its 2023 guidance to reflect current expectations and the acquisition of Bell Incorporated, which closed during the third quarter.”
Earnings Releases

GRAPHIC PACKAGING HOLDING CO reported third quarter of 2023 results: revenue $2,349 million, net income $170 million, EPS $0.55 per share.

“Exchange Act of 1934, as amended. --- EX-99.1 (EX-99.1) --- Graphic Packaging Holding Company Reports Third Quarter 2023 Financial Results Highlights • Net Sales were $2,349 million, a decrease of 4% versus the prior year quarter. • Net Income was $170 million, a decrease of 12% versus the prior year quarter. • Adjusted EBITDA was $482 million, an increase”
Earnings Releases

GRAPHIC PACKAGING HOLDING CO reported second quarter of 2023 results: revenue $2,392 million, net income $150 million, EPS $0.49 per share. Guidance reaffirmed.

“--- EX-99.1 (EX-99.1) --- Graphic Packaging Holding Company Reports Second Quarter 2023 Financial Results; Reiterates Full Year 2023 Guidance Highlights • Net Sales were $2,392 million, an increase of 1% versus the prior year quarter. • Net Income was $150 million, an increase of 127% versus the prior year quarter. • Adjusted EBITDA was $453 million, an”
Shareholder Votes

GRAPHIC PACKAGING HOLDING CO shareholders approved Advisory vote on the frequency of the Say-on-Pay vote on executive compensation at the 2023-05-24 meeting.

“4. Advisory vote on the frequency of the Say-on-Pay vote on executive compensation: 1 Year 2 Years 3 Years Abstain 259,434,623 53,429 5,922,149 59,961”
Shareholder Votes

GRAPHIC PACKAGING HOLDING CO shareholders approved Approval of the compensation paid to the Company’s named executive officers set forth in the Proxy Statement (Say-on-Pay) at the 2023-05-24 meeting.

“3. Approval of the compensation paid to the Company’s named executive officers set forth in the Proxy Statement (Say-on-Pay): For Against Abstain Broker Non-Votes 243,749,369 21,539,614 181,179 15,867,530”
Shareholder Votes

GRAPHIC PACKAGING HOLDING CO shareholders approved Ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm at the 2023-05-24 meeting.

“2. Ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm: For Against Abstain/Withhold Broker Non-Votes 280,993,812 240,063 103,817 0”
Shareholder Votes

GRAPHIC PACKAGING HOLDING CO shareholders approved Election of Directors at the 2023-05-24 meeting.

“1. Election of Directors: Director For Withheld Michael P. Doss 262,305,723 3,164,439 Dean A. Scarborough 255,690,999 9,779,163 Larry M. Venturelli 248,310,217 17,159,945 There were 15,867,530 Broker Non-Votes for Proposal 1.”

Paul D. Carrico retired as Director at GRAPHIC PACKAGING HOLDING CO.

“On May 1, 2023, Mr. Paul D. Carrico retired from the Board of Directors of Graphic Packaging Holding Company (the “Company”).”
Earnings Releases

GRAPHIC PACKAGING HOLDING CO reported first quarter 2023 results: revenue $2,438 million, net income $207 million, EPS $0.67. Guidance raised.

“Graphic Packaging Holding Company Reports Strong First Quarter 2023 Financial Results Raises Full Year 2023 Adjusted EBITDA Guidance Midpoint to $1.9 Billion Q1 2023 Highlights • Net Sales were $2,438 million, an increase of 9% versus the prior year quarter. • Net Organic Sales increased 1% versus the prior year quarter. • Net Income was $207 million, an increase of 93% versus the prior year quarter. • Adjusted EBITDA was $484 million, an increase of 38% versus the prior year quarter. • Earnings per Diluted Share were $0.67, an increase of 91% versus the prior year quarter. • Adjusted Earnings per Diluted Share were $0.77, an increase of 60% versus the prior year quarter. • Net leverage was 3.1x versus 3.2x at year-end 2022. • Full-year 2023 Adjusted EBITDA guidance increased by $100 million to $1.9 billion at the midpoint of the guidance range.”

Paul D. Carrico retired as Director at GRAPHIC PACKAGING HOLDING CO.

“On May 1, 2023, Mr. Paul D. Carrico retired from the Board of Directors of Graphic Packaging Holding Company”
Earnings Releases

GRAPHIC PACKAGING HOLDING CO reported fourth quarter and full year 2022 results: revenue $9,440 million, net income $522 million.

“and Full Year 2022 Result s; Strengthening Leadership in Fiber-Based Consumer Packaging with New Coated Recycled Paperboard Mill Investment 2022 Highlights • Net Sales were $9,440 million versus $7,156 million in the prior year. • Net Organic Sales increased 3% from the prior year. • Net Income was $522 million versus $204 million in the prior year. • Earnings per”

David D. Campbell departed as member of the Board of Directors at GRAPHIC PACKAGING HOLDING CO.

“Effective March 1, 2022, Mr. David D. Campbell, one of the members of the Board of Directors of the Company is retiring from the Board.”

Aziz Aghili was appointed as Class II Director at GRAPHIC PACKAGING HOLDING CO.

“On February 22, 2022, the Board of Directors of Graphic Packaging Holding Company (the “Company”) appointed Mr. Aziz Aghili to the Board of Directors, effective as of March 1, 2022.”

Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.