{"url_path":"/sec/gpk/8-k/2026-06-16/item-5-03","section_key":"item-5-03","section_title":"Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-16","source_url":"https://www.sec.gov/Archives/edgar/data/1408075/0001193125-26-272576-index.html","accession_number":"0001193125-26-272576","cik":"0001408075","ticker":"GPK","issuer_name":"GRAPHIC PACKAGING HOLDING CO","edgar_url":"https://www.sec.gov/Archives/edgar/data/1408075/0001193125-26-272576-index.html","primary_entity_key":"0001408075","primary_entity_name":"GRAPHIC PACKAGING HOLDING CO"},"word_count":353,"has_tables":true,"body_markdown":"Item 5.03.\n\nAmendments to Articles of Incorporation or Bylaws; Change in Fiscal Year\n\nOn 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. Detailed descriptions of the foregoing amendments to the Existing Charter are set forth in Proposal Four and Proposal Five of the Company’s 2026 definitive proxy statement on Schedule 14A (the “2026 Proxy Statement”), which descriptions are incorporated herein by reference and are qualified in their entirety by reference to the full text of the Amended and Restated Certificate of Incorporation filed herewith as Exhibit 3.1 (the “A&R Charter”). The amendments will become effective upon filing the A&R Charter with the Secretary of State of the State of Delaware on June 15, 2026.\n\nAdditionally, 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. The Existing By-laws were amended and restated (i) to make revisions consistent with the amendments to the Existing Charter to declassify the Board, (ii) to make revisions consistent with the amendments to the Existing Charter 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. The foregoing description of the amendments to the Existing By-laws is qualified in its entirety by reference to, and should be read in conjunction with, the complete text of the By-laws, as so amended and restated, filed herewith as Exhibit 3.2, the terms of which are incorporated herein by reference."}