Graphic Packaging Company (GPK) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 11, 2026, with voting on key proposals including director elections, auditor ratification, executive compensation, board declassification, and shareholder rights to call special meetings.

• The board recommends voting for all management proposals and against the shareholder proposal to lower the threshold for calling special meetings.

• The company highlights completion of a major manufacturing facility, innovation-driven sales growth, and significant capital returns to shareholders in 2025.

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 shareholders 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.

• The board recommends voting for all management proposals and against the shareholder proposal.

Board of directors and corporate governance

• The board is currently classified into three classes, with a proposal to phase in annual elections by 2029.

• The board is majority independent, with an independent chair and robust governance practices including mandatory retirement age, director resignation policy, and annual self-evaluations.

• Directors are selected for diverse backgrounds and relevant business experience; two female and one ethnically diverse director currently serve.