GPGI Inc (GPGI) Proxy filing summary

Executive summary

• A special meeting is scheduled for June 4, 2026, to vote on reincorporating from Delaware to Nevada via conversion, with the Board unanimously recommending approval.

• The reincorporation will not affect business operations, management, jobs, or physical locations, and all shares and equity awards will convert on a one-to-one basis.

• The company will continue to trade on the NYSE under the same symbol, with no expected interruption in trading or material accounting implications.

• The reincorporation is intended to qualify as a tax-free reorganization for U.S. federal income tax purposes.

• The Board cites a more predictable, statute-focused legal environment and potential cost savings as key reasons for the move.

Voting matters and shareholder proposals

• The sole proposal is the Nevada Reincorporation Proposal, requiring a majority of outstanding Class A Common Stock to approve.

• No other business is expected at the meeting; proxies may be solicited by mail, phone, or Internet.

• Shareholders of record as of April 16, 2026, are eligible to vote; beneficial owners must follow instructions from their broker or nominee.

• Deadlines for shareholder proposals for future annual meetings are specified, with advance notice requirements detailed in the bylaws.

Board of directors and corporate governance

• The Board and all committees will remain unchanged after reincorporation, with the same directors, classes, and terms.

• The Nevada Charter and Bylaws closely parallel the Delaware versions, with some procedural and statutory differences.

• Directors may only be removed for cause and by a supermajority vote under Nevada law.