Day, and welcome to the Graphic Packaging Holding Company annual meeting. Today's meeting is being recorded. At this time, I'd like to turn the conference over to the company. Please go ahead.
Good morning, everyone. Welcome to the 2026 annual meeting of stockholders of Graphic Packaging Holding Company. I am Robbert Rietbroek, President and Chief Executive Officer of Graphic Packaging Holding Company. It is my pleasure to welcome you to this meeting and to introduce Mr. Phil Martens, our Chairman of the Board.
Thank you, Robbert, and welcome everyone. Thank you for joining us today. We're excited to be hosting our meeting virtually, which allows us to reach a greater number of our stockholders. As is our custom, we will conduct the business portion of our meeting first and have a question and answer session at the end of our meeting. At this time, the meeting is officially called to order. I would now like to introduce the other members of the board attending our meeting today. Aziz Aghili, who has served as a director since March of 2022. Laurie Brlas, who served as a director since January of 2019. Andrew Callahan, who has served as a director since July 2024. Robert Hagemann, who has served as a director since May of 2014. Alessandro Maselli, who has served as a director since May 2025.
Robbert Rietbroek, who has served as a director since January 2026. Jeffrey Stafeil, who has served as a director since March of 2026. Larry Venturelli, who's also chair of the audit committee, who has served as a director since May 2016. Lynn Wentworth, who's also chair of the Compensation and Management Development Committee, who serves as a director since November of 2009. I would also like to introduce Daniel Fishbein, who is Executive Vice President, General Counsel, and Secretary, and Laurelann Church, who is Vice President, Assistant General Counsel, and Assistant Secretary. Ms. Church has been designated as the Inspector of Elections and has taken the oath of office. In addition, I would like to introduce Mr. Daniel Swygert, representative PricewaterhouseCoopers, the company's independent auditors. He will be available to respond to questions later in the meeting.
The board of directors fixed April 14th, 2026 as the record date for determining stockholders entitled to vote at this meeting. The stockholder list shows that as of the record date, there were 295.9 million shares of common stock outstanding and entitled to vote at this meeting. We are informed by the Inspector of Elections that there are 265.5 million shares of the common stock, or 89.7% of the shares entitled to vote represented in person or by proxy at this meeting. Since this represents more than a majority of the voting power of all issued and outstanding stock entitled to vote on the record date, a quorum is present for the purposes of transacting business.
Note that a list of the company's registered stockholders entitled to vote at this meeting has been available at the company's executive offices for the past 10 days and is available for examination by any stockholder desiring to do so if requested. I will present the matters to be voted upon at this meeting. We have six proposals to vote on today, we will wait until all proposals have been presented before opening the polls and tabulating the votes. The first item of business is the election of Class 1 directors. The board of directors recommends that the nominees listed in the proxy statement, Andrew P. Callahan, Jeffrey M. Stafeil, and Larry M. Venturelli be elected to the board of directors to serve a three-year term as Class 1 directors until the annual meeting of stockholders in 2029 or until their successors are duly elected and qualified.
The next item of business is the ratification of the selection of PricewaterhouseCoopers, LLP as the company's independent registered public accounting firm. The board of directors recommends that you vote for the ratification of PwC. The third item of business is the approval of the executive compensation program set forth in the proxy statement. The board of directors recommends that you vote for approval of such compensation program. The fourth item of business is to vote for an amendment to our certificate of incorporation to declassify our board. The board of directors recommends that you vote for approval of such amendment. The fifth item of business is to vote on an amendment to our 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.
The board of directors recommends that you vote for approval of such amendment. The sixth and final item of business is to vote on a proposal to give stockholders holding 10% of the company's common stock the ability to call for a special meeting. I would now like to invite Mr. John Chevedden to present this proposal. Operator, could you please unmute Mr. Chevedden's line?
Hello, this is John Chevedden. Proposal six, give shareholders the ability to call for a special shareholder meeting. Shareholders ask our board of directors to take the steps necessary to amend the appropriate governing documents to give the owners of combined 10% of our outstanding common stock the power to call a special shareholder meeting. Such a special shareholder meeting can be an online shareholder meeting. This will be no poison pill discriminatory type 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. This attainable right for shareholders to call for a special shareholder meeting, proposal six, is better than the unattainable right for shareholders to call for a special shareholder meeting, proposal five. The proposal five requirement for 25% of shares.
To support the calling for a special shareholder meeting is worthless because shareholders in more than 100 companies have voted on a shareholder right to call for a special shareholder meeting, and there has never been even one example given of the shareholders of any company anywhere of actually conducting a special shareholder meeting based on a 25% requirement. There's now a rush for companies to adopt the 25% figure because companies are wise and know that the 25% figure is a safe haven, and a special meeting will never occur. The 25% requirement in proposal five makes calling for a special shareholder meeting unattainable. It makes sense to vote for proposal six, the only special shareholder meeting proposal on the ballot that has attainable special shareholder meeting requirements.
Thank you. As noted in the proxy statement, the board of directors unanimously recommends a vote against this proposal six, and instead recommends that stockholders approve proposal five, which would provide stockholders with the ability to call a special meeting of stockholders at a 25% ownership threshold. Operator, please open the polls for voting. Any stockholder who has not yet voted or wishes to change their vote may do so by clicking on the voting button on the web portal at www.virtualshareholdermeeting.com/gpk2026 and following the instructions there to vote at this time. Stockholders who have sent in proxies or voted via telephone or internet and do not want to change their vote do not need to take any action at this time. While we are giving stockholders wishing to vote at this meeting an opportunity to do so, we will conduct our question- and- answer session.
Only validated stockholders may ask questions by typing their question into the designated field on the web portal at www.virtualshareholdermeeting.com/gpk2026. Please note that this meeting is being recorded. However, no one attending via the webcast or telephone is permitted to use any audio recording device. If any stockholder would like to ask a question, please submit it through the web portal at this time. There are no questions?
There are no pertinent questions.
There are no pertinent questions at this time. Thank you. Operator, please close the polls for voting. We will now proceed with the tabulation of votes on each of the six proposals brought before the meeting. All proxies and ballots have been delivered to the Inspector of Elections and the polls are now closed. This concludes the business to be considered at this meeting. I'll now call upon Robbert Rietbroek to read the Inspector of Elections' reporting on the voting.
Thank you, Phil. I have been advised by the Inspector of Elections that based on the preliminary tabulations, all three of the nominees for election as Class 1 directors have been elected and will hold office until the 2029 annual meeting or until their successors are elected and qualified. The selection of PricewaterhouseCoopers as the company's independent registered public accounting firm has been ratified. The executive compensation program has been approved. The amendment to our certificate of incorporation to declassify our board has been approved. The amendment to our 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 has been approved. The proposal to give shareholders holding 10% of the company's common stock the ability to call for a special shareholder meeting has not been approved.
The detailed voting results for each of these items will be disclosed in a Form 8-K filing with the Securities and Exchange Commission within four business days, and a link to such filing will also be available on the company's website.
Thank you, Robert. Since there is no further business to be conducted at this meeting, we stand adjourned. Thanks for attending.
Once again, that does conclude today's meeting. We thank you all for your participation. You may now disconnect.