GRAPHIC PACKAGING HOLDING CO 8-K

What Happened

• Graphic Packaging Holding Company (GPHC) filed an 8‑K reporting that its Compensation and Management Committee approved a retention package for Joseph P. Yost, Executive Vice President and President, Americas. The committee approved the package on December 19, 2025; a Retention Bonus Agreement dated December 22, 2025 was attached as Exhibit 10.1 to the filing.

Key Details

• Cash bonus: $2,000,000 lump‑sum (less taxes/withholdings) payable on the next regular pay date after January 2, 2027 if Mr. Yost remains employed through that date, or on the next pay date following termination due to death or Disability, termination without Cause by the company, or resignation for Good Reason.
• Service RSUs: Award valued at $2,000,000 on the grant date, effective January 2, 2026, that vest and become payable January 2, 2027 assuming continued employment through that date.
• “Good Reason” triggers include (subject to notice/cure provisions): material reduction in duties/authority, required permanent relocation >50 miles, or base salary reduction >10% (unless applied uniformly). “Disability” and “Cause” refer to the company’s existing plans/policies.

Why It Matters

• The agreement is a material executive retention action: it ties meaningful cash and equity to Mr. Yost’s continued service through early 2027, aligning his incentives with the company for at least the next year. For investors, this represents a compensation expense (cash and future RSU vesting) and potential equity issuance when RSUs settle; it also signals the company’s effort to retain a senior operating executive in the Americas region. The filing is an Item 1.01 material definitive agreement and includes the Retention Bonus Agreement as an exhibit.