GPGI Inc (GPGI) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 11, 2026, will be held virtually to maximize shareholder participation and engagement regardless of location.

• Shareholders of record as of April 15, 2026, are entitled to vote on four key proposals, including director elections, executive compensation, say-on-pay frequency, and auditor ratification.

• Board unanimously recommends voting FOR all director nominees, FOR the say-on-pay proposal, FOR annual say-on-pay frequency, and FOR auditor ratification.

Voting matters and shareholder proposals

• Proposal 1: Elect four Class II directors for terms expiring in 2029.

• Proposal 2: Advisory vote to approve 2025 executive compensation (first say-on-pay vote as company is no longer an emerging growth company).

• Proposal 3: Advisory vote on frequency of future say-on-pay votes, with Board recommending annual votes.

• Proposal 4: Ratification of Ernst & Young LLP as independent auditor for fiscal year 2026.

• Board’s recommendations are FOR all proposals and for ONE YEAR on say-on-pay frequency.

Board of directors and corporate governance

• Board consists of 13 members, majority independent, with staggered three-year terms for continuity.

• Separate roles for principal executive officer and Board Chair; current leadership structure separates these roles.

• Mandatory stock ownership guidelines for CEO, executive officers, and non-employee directors.

• Clawback policy for management incentive compensation and regular independent director sessions.

• Board committees: Audit, Compensation, and Nominating & Corporate Governance, all with independent members.