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): May 22, 2013

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, Suite 100
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))









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

On May 22, 2013, Mr. John R. Miller and Mr. Robert W. Tieken retired from the Board of Directors of Graphic Packaging Holding Company (the “Company”).

Item 5.07. Submission of Matters to a Vote of Security Holders

The Company held its Annual Meeting of Stockholders on May 22, 2013. Of the 347,509,777 shares of common stock eligible to vote at the Annual Meeting, 236,108,977 were represented in person or by proxy. The final results of voting on the election of directors, the only matter submitted to stockholders, are as follows:

Director 
For
Withheld   
George V. Bayly
229,172,469
6,936,508
David D. Campbell
229,287,976
6,821,001
Harold R. Logan, Jr.
229,676,030
6,432,947
David A. Perdue
229,677,773
6,431,204


SIGNATURE
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.
 
GRAPHIC PACKAGING HOLDING COMPANY
 
(Registrant)
 
 
 
By: /s/ Stephen A. Hellrung
 
        Stephen A. Hellrung
Date: May, 23, 2013
        Senior Vice President, General
 
        Counsel and Secretary