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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): August 15, 2018
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.)
    
            
   
1500 Riveredge Parkway, Suite 100
Atlanta, Georgia 30328
(Address of principal executive offices)

(770)-240-7200
(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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
   
Emerging growth company    o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o 
 





Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On August 15, 2018, Mr. Alan R. Nichols announced his intention to retire from his role as the Executive Vice President, Mills Division of Graphic Packaging Holding Company and Graphic Packaging International, LLC effective as of September 15, 2018. In consideration for Mr. Nichols agreeing to delay retiring until at least September 15, 2018, the Company agreed to pay him an amount equal to his 2018 base salary and a prorated award under the Management Incentive Plan paid at target.
Mr. Michael J. Farrell has been named Executive Vice President, Mills Division effective as of September 15, 2018.
 
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: August 15, 2018
By: /s/ Lauren S. Tashma
 
Lauren S. Tashma
 
Executive Vice President, General Counsel and Secretary