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))

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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