GRAPHIC PACKAGING HOLDING CO

The proposal requests that the company amend its governing documents to permit one or more stockholders holding a combined 10% of outstanding common stock to call a special shareholder meeting, including allowing the meeting to be held online, and prohibiting rules that would restrict participation (e.g., ownership-duration poison pill provisions). The proponent argues such a right provides a mechanism for shareholders to raise pressing governance or strategic issues between annual meetings and cites examples of recent operational, financial and leadership developments at the company as rationale. The proposal notes support levels for similar proposals at other companies and contends special meetings are rarely invoked but can help resolve urgent concerns. The proposal would require the Board to implement the necessary amendments to enable this right.