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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): July 26, 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 July 26, 2018, the Board of Directors of Graphic Packaging Holding Company (the “Company”) elected Dean A. Scarborough to the Board of Directors, effective as of July 27, 2018. Mr. Scarborough will serve as one of the Class I Directors, whose three-year terms expire in 2020. Mr. Scarborough will be an independent director of the Company and will serve on the Audit Committee and the Compensation and Management Development Committee. He is not party to any transaction requiring disclosure pursuant to Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended.
      
    
 
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, 2018
By: /s/ Lauren S. Tashma
 
Lauren S. Tashma
 
Executive Vice President, General Counsel and Secretary