Right of Shareholders to Call Special Meetings | Interfaith Center on Corporate Responsibility

<div class=”col-lg-9 content-page left-side”>
<section class=”section-a-single-resolutions resolutions-info top-content”>
<div class=”resolutions-contain”>
<div class=”top-content”>
<h4>Resolution Details</h4>
</div>
<div class=”bottom-content”>
<div class=”row-info”>
<strong>Company:</strong>
<p>Graphic Packaging Holdings </p>
</div>
<div class=”row-info”>
<strong>Year:</strong>
<p>2026 </p>
</div>
<div class=”row-info”>
<strong>Issue Area:</strong>
<p>Corporate Governance </p>
</div>

<div class=”row-info”>
<strong>Focus Area:</strong>
<p>Shareholder Rights </p>
</div>
<div class=”row-info”>
<strong>Status:</strong>
<p>Filed</p>
</div>

</a>
</div>
</div>
</div>
</section>

<section class=”section-b-single-resolutions content-blocks”>
<div class=”top-content editor-block”>
<div class=”content-block”>
<div class=”main-content”>
<h2>Resolution Text</h2>
<p><strong>RESOLVED</strong>: Shareholders ask our Board of Directors to take the steps necessary to amend the appropriate company governing documents to give the owners of a combined 10% of our outstanding common stock the power to call a special shareholder meeting or the owners of the lowest percentage of shareholders, as governed by state law, the power to call a special shareholder meeting. Such a special shareholder meeting can be an online shareholder meeting.</p>
<p><strong>SUPPORTING STATEMENT:</strong></p>
<p dir=”ltr”>There shall be no poison pill discriminatory rule to require ownership of shares for a specific period of time in order for shares to participate in calling for a special shareholder meeting.<br> <br>This proposal topic received between 51% and 72% support each in 2024 at Jabil, Warner Brothers Discovery, ANSYS, Vertex Pharmaceuticals and DexCom. <br> <br>To guard against the Graphic Packaging Board of Directors becoming complacent shareholders need the ability to call a special shareholder meeting to help the Board adopt new strategies when the need arises.</p>
<p dir=”ltr”>There is no concern that allowing 10% of shares to call for a special shareholder meeting, as called for in this proposal, is too easy. It is almost unheard of for any special shareholder meeting, called for by shareholders, to ever occur at any company even though a significant number of companies allow 10% of shareholders to call for a special shareholder meeting. <br> <br>In the vast majority of cases or in most cases, once a special meeting is called for by shareholders, the issues behind calling for a special shareholder meeting are quickly resolved.</p>
<p dir=”ltr”>Shareholders may especially seek a reasonable right to call for a special shareholder meeting after unfavorable news reports.</p>
<p dir=”ltr”>A new GPK recycled paperboard facility in Waco, Texas, experienced higher final engineering, permitting, and labor costs. The project cost is now estimated to be 20% over the original commitment.</p>
<p dir=”ltr”>GPK announced that long-serving Chief Financial Officer Stephen Scherger was resigning to join a rival packaging company, Amcor in October 2025.</p>
<p dir=”ltr”>GPK’s Q1 2025 adjusted earnings per share and revenue both fell short of analyst forecasts. Similarly, Q2 saw a significant drop in net income and adjusted EBITDA compared to the prior year.</p>
<p dir=”ltr”>GPK stock traded near 52-week lows in October 2025, following the Q2 earnings report. In September 2025, an analysis noted that shareholders saw a 34% decline for the year.</p>
<p>Several analyst firms downgraded GPK’s rating and lowered price targets. This includes Raymond James, which downgraded the stock in October, and Citi and RBC Capital earlier in the year. A September 2025 report highlighted concerns over GPK’s debt levels and its weak free cash flow, which could challenge its ability to pay down debt.<br><br>There was an appellate court case against GPK by a former employee charging discrimination and retaliation based on race and disability.</p>

</div>
</div>
</div>
<div class=”middle-content editor-block”>
<div class=”content-block”>
<div class=”main-content”>

</div>
</div>
</div>

</section>
</div>
<aside class=”col-xl-3 right-side”>
<div class=”column-contain”>

<h3>Lead Filer</h3>
<div class=”views-row”>
<div class=”views-field views-field-nothing”><span class=”field-content”> John Chevedden</span></div><div class=”views-field views-field-title views-field-field-shareholder”><span class=”field-content”>Chevedden Corporate Governance</span></div>
</div>

</div>

</div>
</div>

</div>
</div>
</aside&gt