Graphic Packaging Holding Co 2024年度报告

☐TRANSITION REPORT PURSUANT TO SECTION 13OR 15(d)OF THE SECURITIES EXCHANGEACT OF 1934 Graphic Packaging Holding Company(Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization)(I.R.S. employeridentification no.) 1500 Riveredge ParkwayAtlanta, Georgia 30328(Address of principal executiveoffices, including Zip Code) (770) 240-7200Registrant’s telephone number, including area code:Securities registered pursuant to Section 12(b) of the Act: Title of Each ClassTrading Symbol(s)Name of Each Exchange on WhichRegistered Common Stock, $0.01 par value pershareGPKNew York Stock ExchangeSecurities registered pursuant to Section 12(g) of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☐ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file suchreports), and (2) has been subject to such filing requirements for the past 90 days. Yes☐No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted andposted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant wasrequired to submit and post such files). Yes☐No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filer☐Smaller reportingcompany☐Non-accelerated filer☐Emerging growthcompany☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) bythe registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☐ The aggregate market value of voting and non-voting common equity held by non-affiliates at June 30, 2024 was approximately$7.8 billion. As of February 11, 2025 there were approximately 300,214,465 shares of the registrant’s Common Stock, $0.01 par value per shareoutstanding. DOCUMENTS INCORPORATED BY REFERENCE:Portions of the registrant’s definitive Proxy Statement for the 2025 Annual Meeting of Stockholders are incorporated by referenceinto Part III of this Annual Report on Form 10-K. TABLE OF CONTENTS OF FORM 10-K PART I PART II ITEM 9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENTINSPECTIONS78 PART IIIITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE79ITEM 11.EXECUTIVE COMPENSATION79ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS ANDMANAGEMENT AND RELATED STOCKHOLDER MATTERS79ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTORINDEPENDENCE79ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES79PART IVITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES80ITEM 16.FORM 10-K SUMMARY83SIGNATURES84 2 INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS Certain statements regarding the expectations of Graphic Packaging Holding Company (“GPHC” and,together with its subsidiaries, the “Company”), including, but not limited to, expected facility closures inearly 2025, material cash requirements and primary sources of liquidity and the sufficiency thereof, in thisreport constitute “forward-looking statements” as defined in the Private Securities Litigation Reform Act of1995. Such statements are based on currently available operating, financial and competitive informationand are subject to various risks and uncertainties that could