GPK Q2 8-K


  
 

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): July 26, 2012
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)
 (I.R.S. Employer
        Identification No.)
    
            
   
814 Livingston Court
Marietta, Georgia 30067
(Address of principal executive offices)
(Zip Code)
(770) 644-3000
(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 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On July 26, 2012, Graphic Packaging Holding Company (the “Company”) issued a press release reporting its second quarter 2012 results. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

As provided in General Instruction B.2 of Form 8-K, the information in this Item 2.02 and the exhibit contained in this Form 8-K are being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Graphic Packaging Holding Company held its Annual Meeting of Stockholders on May 23, 2012. Of the 392,827,041 shares of common stock eligible to vote at the Annual Meeting, 361,255,176 were represented in person or by proxy. The final results of voting on the matter submitted to stockholders are as follows:
Director                    For            Withheld    
Jeffrey Liaw                293,112,962        68,142,214
Michael G. MacDougall            293,120,220        68,134,956
John R. Miller                352,821,471         8,433,705
Lynn A. Wentworth            353,020,918         8,234,258


ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
      
Exhibits
  
Exhibit Number Description
      
99.1 Press release dated July 26, 2012 reporting second quarter 2012 results
 
       
    
 
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 thereunto duly authorized.
 
 
 
GRAPHIC PACKAGING HOLDING COMPANY
 
(Registrant)
 
 
Date: July 26, 2012
By: /s/ Stephen A. Hellrung
 
Stephen A. Hellrung
 
Senior Vice President, General
 
Counsel and Secretary