Graphic Packaging Holding Company

Item 3.03. Material Modifications to Rights of Security Holders The information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year On June 11, 2026, the stockholders of Graphic Packaging Holding Company (the “Company”) at its 2026 annual meeting of stockholders (the “Annual Meeting”) approved amendments to the Company’s Restated Certificate of Incorporation, as amended (the “Existing Charter”), (i) to declassify the Board of Directors of the Company (the “Board”) over a three-year period and provide for the annual election of all directors beginning at the 2029 annual meeting of stockholders, (ii) to enable one or more stockholders as a group holding 25% of the Company’s common stock to call a special meeting of stockholders, and (iii) to make certain other ministerial amendments. Detailed descriptions of the foregoing amendments to the Existing Charter are set forth in Proposal Four and Proposal Five of the Company’s 2026 definitive proxy statement on Schedule 14A (the “2026 Proxy Statement”), which descriptions are incorporated herein by reference and are qualified in their entirety by reference to the full text of the Amended and Restated Certificate of Incorporation filed herewith as Exhibit 3.1 (the “A&R Charter”). The amendments will become effective upon filing the A&R Charter with the Secretary of State of the State of Delaware on June 15, 2026. Additionally, the Board approved corresponding amendments to the Company’s By-laws (the “Existing By-laws”), which such amendments were conditioned upon, and became effective concurrently with, the effectiveness of the A&R Charter. The Existing By-laws were amended and restated (i) to make revisions consistent with the amendments to the Existing Charter to declassify the Board, (ii) to make revisions consistent with the amendments to the Existing Charter to enable one or more stockholders as a group holding 25% of the Company’s common stock to call a special meeting of stockholders, and (iii) to make certain other ministerial amendments. The foregoing description of the amendments to the Existing By-laws is qualified in its entirety by reference to, and should be read in conjunction with, the complete text of the By-laws, as so amended and restated, filed herewith as Exhibit 3.2, the terms of which are incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders As described above in Item 5.03, the Annual Meeting was held on June 11, 2026. Of the 295,884,287 shares of the Company’s common stock outstanding as of the record date for the Annual Meeting, 265,524,893 shares were represented in person or by proxy. The results of voting are as follows: Election of Directors: Director For Withheld ──────────────────────────────────────────────────────── Andrew P. Callahan 228,643,060 14,944,223 Jeffrey M. Stafeil 224,683,905 18,903,378 Larry M. Venturelli 199,894,045 43,693,238 There were 21,937,610 Broker Non-Votes for Proposal 1. Ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm: For Against Abstain/Withhold Broker Non-Votes ──────────────────────────────────────────────────────────────────────── 265,012,093 438,322 74,478 0 Approval of the compensation paid to the Company’s named executive officers set forth in the Proxy Statement (Say-on-Pay): For Against Abstain Broker Non-Votes ────────────────────────────────────────────────────────────────── 230,618,122 12,772,758 196,403 21,937,610 - 2 - Vote on an amendment to the Certificate of Incorporation to Declassify the Board: For Against Abstain/Withhold Broker Non-Votes ──────────────────────────────────────────────────────────────────────── 243,227,710 303,970 55,603 21,937,610 Vote on an Amendment to the Certificate of Incorporation to enable one or more stockholders as a group holding 25% of the Company’s Common Stock to call a special meeting of stockholders. For Against Abstain/Withhold Broker Non-Votes ────────────────────────────────────────────────────────────────────────── 220,916,783 2,060,726 20,609,774 21,937,610 Stockholder Proposal – Give Shareholders the ability to call for a special shareholder meeting. For Against Abstain/Withhold Broker Non-Votes ──────────────────────────────────────────────────────────────────────────── 102,538,105 140,657,391 391,797 21,937,610