PRE 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant

☒

Filed by a party other than the Registrant

☐

Check the appropriate box:


☒		Preliminary Proxy Statement

☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material Under Rule 240.14a-12

Graphic Packaging Holding Company

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):


☒		No fee required.

☐		Fee paid previously with preliminary materials.

☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Compensation Matters

PRELIMINARY PROXY STATEMENT – SUBJECT TO COMPLETION

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[ ], 2026

Dear Graphic Packaging Holding Company Stockholders:

It is my pleasure to invite you to Graphic Packaging Holding Company’s 2026 Annual Meeting of Stockholders (the “Annual Meeting”), to be held virtually on Thursday, June 11, 2026 at 11:00 a.m. local time. Our Board of Directors believes that holding a virtual stockholder meeting facilitates attendance and offers significant time and cost savings to us and our stockholders and therefore has chosen this over an in-person meeting. To vote or submit questions during the Annual Meeting by live webcast, please visit www.virtualshareholdermeeting.com/GPK2026.

The formal Notice of Annual Meeting and Proxy Statement are enclosed with this letter. The Proxy Statement describes the matters to be acted upon at the Annual Meeting. It also describes how our Board of Directors operates and provides compensation and other information about the management and Board of Directors of Graphic Packaging Holding Company.

Whether or not you plan to join the Annual Meeting, your vote is important, and I hope you will vote as soon as possible. You may vote over the internet, by telephone or by mailing a proxy or voting instruction card. Voting over the internet, by telephone or by written proxy will ensure your representation at the Annual Meeting, regardless of whether you attend the virtual meeting. If you hold your shares in your own name and choose to attend the Annual Meeting, you may revoke your proxy and personally cast your votes at the Annual Meeting. If you are the beneficial owner of shares held in “street name” by a bank, brokerage firm or other nominee, please follow instructions from such record holder to vote your shares.

Sincerely yours,

Robbert E. Rietbroek

President and

Chief Executive Officer

Notice of 2026 Annual

Meeting of Stockholders

Annual Meeting of Stockholders

Date and Time

Thursday, June 11, 2026

11:00 a.m. local time

Access:

www.virtualshareholdermeeting.com/GPK2026

Record Date

April 14, 2026

Voting Matters

At the Annual Meeting of Stockholders, we will vote on the following proposals:

Proposal 1 Election of Directors

Proposal 2 Ratification of the Appointment of our Independent Registered Public Accounting Firm

Proposal 3 Advisory Vote on Executive Compensation (“Say-on-Pay”)

Proposal 4 Amendment to Certificate of Incorporation to Declassify our Board

Proposal 5 Amendment to Certificate of Incorporation to Enable One or More Stockholders as a Group Holding 25% of the Company’s Common Stock to Call a Special Meeting of Stockholders

Proposal 6 Stockholder Proposal – Give Shareholders the Ability to Call for a Special Shareholder Meeting

How to vote:

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In Person

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Internet

If your shares are registered directly in your name, you are considered a stockholder of record and you may attend and participate in the 2026 Annual Meeting online, vote your shares electronically, and submit your questions during the 2026 Annual Meeting by visiting www.virtualshareholdermeeting.

com /GPK2026. You will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials (the “Notice”) or proxy card to access the 2026 Annual Meeting platform. Smart phone users can point your camera to the QR code provided in your Notice and vote without entering a control number. If you do not have the control number you may attend as a guest (non-stockholder) but will not have the option to vote or ask questions during the virtual Annual Meeting. If you are the beneficial owner of shares held by a bank, brokerage firm or other nominee, you must obtain a legal proxy from the holder of record of your shares and present it at the Annual meeting.

To vote via the Internet prior to the Annual Meeting, stockholders of record should follow the “Vote by Internet” instructions on their proxy card. Stockholders who are the beneficial owner of shares held in “street name” by a bank, brokerage firm or other nominee, should vote by accessing the website specified on the voting instruction card provided by such record holder.

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Telephone

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Mail

Stockholders of record should follow the “Vote by Phone” instructions on their proxy card. Stockholders who are the beneficial owner of shares held in “street name” by a bank, brokerage firm or other nominee should vote by calling the number specified on the voting instruction card provided by such record holder.

Stockholders of record should complete, sign, date and mail the proxy card in the envelope provided. Stockholders who are the beneficial owner of shares held in “street name” by a bank, brokerage firm or other nominee will receive voting instructions from such record holder.

YOUR VOTE IS VERY IMPORTANT.

EVEN IF YOU PLAN TO ATTEND THE ANNUAL MEETING OF STOCKHOLDERS, PLEASE

AUTHORIZE YOUR PROXY OR DIRECT YOUR VOTE BY MAIL, INTERNET OR TELEPHONE AS

DESCRIBED ABOVE.

Table of Contents


Helpful Resources			ii

Definitions of Certain Terms or Abbreviations			iii

Proxy Summary			iv

General Information			1

Annual Meeting and Voting Information			1

Annual Report			3

Corporate Governance Matters			4

Members, Standing Committees and Meetings of the Board of Directors			4

Board and Committee Oversight of Risk Management			8

Oversight of ESG Matters			9

Company Culture and Engagement Initiatives			9

Certain Relationships and Related Party Transactions			10

Governance Documents			10

Proposal 1 — Election of Directors			11

Class III Directors — Terms to Expire in 2028			15

Class I Directors — Terms to Expire in 2026			11

Class II Directors — Terms to Expire in 2027			13

Criteria for Potential Directors			16

Directors’ Skills Matrix			17

Compensation of Directors			18

Audit Matters			20

Report of the Audit Committee			20

Audit Fees			20

Proposal 2 — Ratification of the Appointment of our Independent Registered Public Accounting Firm			21

Compensation Matters			22

Compensation and Management Development Committee Report			22


Compensation Discussion and Analysis			22
CD&A At-a-Glance			22

Compensation Design and Market Positioning			24

Peer Group and Market Data			24

Pay and Performance			26

Key Compensation Practices			27

Role of our Stockholders			27

Role of the Compensation and Management Development Committee			28

Compensation Process			28

Role of Compensation Consultants			29

Role of Executive Officers			29

Overview of Executive Compensation Components			29

Base Salary			31

Short-Term Cash Incentive			31

Long-Term Incentives			32

Health and Welfare Benefit Plans			34

Perquisites			34

Retirement Benefits			34

Employment Agreements, Severance Arrangements and Change of Control Provisions			34

Policies Applicable to Executive Officers			37

Tax Issues

SEC Form PRE 14A filed by Graphic Packaging Holding Company