DEFA14A
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
(Amendment No. )
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 Pursuant to §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 computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
|
|
|
|
|
(1) |
|
Title of each class of securities to which transaction applies:
|
|
|
|
|
|
|
|
(2) |
|
Aggregate number of securities to which transaction applies:
|
|
|
|
|
|
|
|
(3) |
|
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined): |
|
|
|
|
|
|
|
(4) |
|
Proposed maximum aggregate value of transaction:
|
|
|
|
|
|
|
|
(5) |
|
Total fee paid: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ☐ |
|
Fee paid previously with preliminary materials. |
|
|
| ☐ |
|
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously.
Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
|
|
|
|
|
(1) |
|
Amount Previously Paid:
|
|
|
|
|
|
|
|
(2) |
|
Form, Schedule or Registration Statement No.:
|
|
|
|
|
|
|
|
(3) |
|
Filing Party:
|
|
|
|
|
|
|
|
(4) |
|
Date Filed:
|
|
|
|
|
|
|
| *** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Stockholder Meeting to Be Held on May 23, 2018 |
GRAPHIC PACKAGING HOLDING COMPANY
|
|
|
|
|
|
|
|
|
|
|
Meeting Information |
|
|
|
|
|
|
Meeting Type: Annual Meeting |
|
|
|
|
|
|
For holders as of: March 26, 2018 |
|
|
|
|
|
|
Date: May 23,
2018 Time: 10:00 AM EDT |
|
|
|
|
|
|
Location: Graphic Packaging Holding Company
1500 Riveredge Parkway
Suite 100
Atlanta, GA 30328
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
You are receiving this communication because you hold shares in the above named company.
This is not a ballot. You cannot use this notice to vote these shares. This
communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).
We encourage you to access and review all of the important information contained in the
proxy materials before voting. |
|
|
|
|
See the reverse side of this notice to obtain proxy materials and voting instructions.
|
|
|
— Before You Vote —
How to Access the Proxy Materials
|
|
|
|
|
|
|
|
|
Proxy Materials Available to VIEW or RECEIVE: |
|
|
|
|
|
|
1. Notice & Proxy Statement 2. Annual Report (including Form 10-K) |
|
|
|
|
|
|
How to View Online: |
|
|
|
|
|
|
Have the information that is printed in the box marked by the arrow
(located on the following page) and visit: www.proxyvote.com. |
|
|
|
|
|
|
How to Request and Receive a PAPER or E-MAIL Copy: |
|
|
|
|
|
|
If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your
request: |
|
|
|
|
|
|
1) BY INTERNET: www.proxyvote.com |
|
|
|
|
|
|
2) BY TELEPHONE: 1-800-579-1639 |
|
|
|
|
|
|
3) BY E-MAIL*:
sendmaterial@proxyvote.com |
|
|
|
|
|
|
* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow
(located on the following page) in the subject line. |
|
|
|
|
|
|
Requests, instructions and other inquiries sent to this
e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 09, 2018 to facilitate timely delivery.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— How To Vote —
Please Choose One of the Following Voting Methods |
|
|
|
|
|
|
|
|
|
|
|
|
|
Vote In Person: Many stockholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any
special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares. |
|
|
|
|
|
|
Vote By
Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow
vailable and follow the instructions. Vote By Mail:
You can vote by mail by requesting a paper copy of the materials, which will include a proxy card. |
|
|
|
|
|
|
|
|
|
Internal Use Only
|
|
|
|
|
|
|
|
|
|
|
|
|
| Voting items |
|
|
|
|
| The Board of Directors recommends you vote FOR the following: |
|
|
|
| 1. Election
of Directors |
|
|
|
|
Nominees |
|
|
|
|
01 Paul D. Carrico
02 Philip R. Martens 03 Lynn A.
Wentworth |
|
| The Board of Directors recommends you vote FOR the
following proposals: |
|
|
2. Ratification of the appointment of Ernst & Young LLP as the Company’s independent
registered public accounting firm. |
|
|
3. Approval of compensation paid to Named Executive Officers (Say-on-Pay). |
|
| NOTE: The shares represented by this proxy, when
properly executed, will be voted in the manner directed herein by the undersigned Stockholder(s). If no direction is given, this proxy will be voted FOR all nominees in item 1 and FOR the proposals in items 2 and 3. If any other matters properly
come before the meeting, or if cumulative voting is required, the person named in this proxy will vote in their discretion. |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
| |
|
|
|
| |
Broadridge Internal Use Only
xxxxxxxxxx xxxxxxxxxx
Cusip Job #
Envelope # Sequence #
# of # Sequence # |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reserved for Broadridge Internal Control Information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| NAME |
|
|
|
|
|
|
|
| THE COMPANY NAME INC. - COMMON |
|
123,456,789,012.12345 |
|
|
| THE COMPANY NAME INC. - CLASS A |
|
123,456,789,012.12345 |
|
|
| THE COMPANY NAME INC. - CLASS B |
|
123,456,789,012.12345 |
|
|
| THE COMPANY NAME INC. - CLASS C |
|
123,456,789,012.12345 |
|
|
| THE COMPANY NAME INC. - CLASS D |
|
123,456,789,012.12345 |
|
|
| THE COMPANY NAME INC. - CLASS E |
|
123,456,789,012.12345 |
|
|
| THE COMPANY NAME INC. - CLASS F |
|
123,456,789,012.12345 |
|
|
| THE COMPANY NAME INC. - 401 K
|
|
123,456,789,012.12345 |
|
|
| |
|
|
|
|
|
|
|
|
|
Broadridge Internal Use Only |
|
THIS SPACE RESERVED FOR SIGNATURES IF APPLICABLE |
|
Job # |
| |
Envelope # |
| |
Sequence # |
| |
# of # Sequence # |