Graphic Packaging Company (GPK) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 11, 2026, to be held virtually, with voting available online, by phone, or mail.

• Key business highlights include substantial completion of the Waco facility, $213 million in innovation sales growth, and $281 million returned to stockholders via dividends and repurchases.

• Board structure remains separate for Chairman and CEO, with strong governance practices and annual Say-on-Pay votes.

Voting matters and shareholder proposals

• Proposals include election of directors, ratification of PricewaterhouseCoopers LLP as auditor, advisory vote on executive compensation, declassification of the board, and amendments to allow stockholders holding 25% to call special meetings.

• A shareholder proposal seeks to lower the threshold for calling special meetings to 10%, which the board opposes in favor of the 25% threshold.

• Board recommends voting FOR all management proposals and AGAINST the shareholder proposal.

Board of directors and corporate governance

• Board consists of ten members, with a mix of executive and independent directors, and a mandatory retirement age of 72.

• Directors are evaluated for independence per NYSE and SEC standards; all but the CEO were independent in 2025.

• Board committees include Audit, Compensation and Management Development, and Nominating and Corporate Governance, each with defined oversight roles.

• Board diversity includes two female directors and one ethnically diverse director.

• Board recommends declassifying itself, transitioning to annual elections by 2029.