Business Context and Reporting Period
This Form 8-K Current Report was filed by Graphic Packaging Holding Company on July 17, 2009. The report addresses corporate governance changes, specifically the departure of a director and the election of a new director to the Board.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on personnel and governance matters.
Material Changes
- Resignation: Mr. Kelvin L. Davis resigned from the Board of Directors and the Nominating and Corporate Governance Committee effective July 17, 2009. The resignation was not due to any disagreement with the Company or its management.
- Committee Appointment: Mr. Jeffrey Liaw, a current Board member, was appointed to the Nominating and Corporate Governance Committee to fill the vacancy left by Mr. Davis.
- Board Election: The Board elected Mr. Kevin R. Burns to fill the vacancy created by Mr. Davis's resignation. Mr. Burns serves as a Class I Director with a term expiring in 2011.
Guidance, Outlook, and Management Commentary
Mr. Burns was nominated pursuant to the Stockholders Agreement dated July 9, 2007, which grants certain stockholders affiliated with TPG Capital, L.P. the right to designate three individuals for nomination to the Board. Mr. Burns will participate in the standard compensation program for non-employee directors as described in the Company's Proxy Statement. No financial guidance or risk factors were disclosed in this specific filing.
Investor Verification Checklist
- Verify the terms of the Stockholders Agreement with TPG Capital, L.P. regarding board nomination rights.
- Review the Company's Proxy Statement (filed April 23, 2009) for details on the "Compensation of Directors" program applicable to Mr. Burns.
- Confirm the composition of the Nominating and Corporate Governance Committee following Mr. Liaw's appointment.