GRAPHIC PACKAGING HOLDING CO

8-K · d103512d8k.htm

0001408075 2026-06-11 2026-06-11
  
  
 UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
  
  

 FORM 8-K
  
  

 CURRENT REPORT
 Pursuant to Section 13 or 15(d)
 of the Securities Exchange Act of 1934
 Date of Report (Date of earliest event reported):
 June 11, 2026
  
  

 GRAPHIC PACKAGING HOLDING COMPANY
 (Exact name of registrant as specified in its charter)
  
  

  

 Delaware
  
 001-33988
  
 26-0405422

 (State or other jurisdiction
 of incorporation)

  
 (Commission
 File Number)

  
 (IRS Employer
 Identification No.)

 1500 Riveredge Parkway
 Atlanta , Georgia 30328
 (Address of principal executive offices)
 (770) 240-7200
 (Registrant’s telephone number, including area code)
  
  

 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
  

 ☐
 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

  

 ☐
 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

  

 ☐
 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  

 ☐
 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 Securities registered pursuant to Section 12(b) of the Act:
  

 Title of Each Class

  
 Trading
Symbol

  
 Name of Each Exchange
 on Which Registered

 Common Stock, $0.01 par value per share
  
 GPK
  
 New York Stock Exchange

 Securities registered pursuant to Section 12(g) of the Act: None
  

 ☐
   
 Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 ☐
   
 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

  
  
  

 Item 5.02.
 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 Effective June 11, 2026, following the Annual Meeting of Stockholders, Mr. Philip R. Martens retired from his positions as a member and Chairman of the Board of Directors (the “Board”) of Graphic Packaging Holding Company (the “Company”). Mr. Larry M. Venturelli, a member of the Board since 2016, was elected Chairman of the Board, effective upon Mr. Martens retirement.
 A press release announcing Mr. Martens’ retirement and Mr. Venturelli’s election as Chairman of the Board is attached hereto as Exhibit 99.1.
  

 Item 9.01.
 Financial Statements and Exhibits.

  

 Exhibit
No.
   
 Description

 99.1
   
 Press Release dated June 11, 2026 announcing Mr. Philip R. Martens’ retirement and Mr. Larry M. Venturelli’s election as Chairman of the Board.

 Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
  

 By:
  
 /s/ Daniel S. Fishbein

  
 Daniel S. Fishbein

  
 Executive Vice President, General Counsel and Secretary

 Date: June 11, 2026