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

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:

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 5.07. Submission of Matters to a Vote of Security Holders

Graphic Packaging Holding Company held its Annual Meeting of Stockholders on May 20, 2010. Of the 343,247,088 shares of common stock eligible to vote at the Annual Meeting, 320,795,582 were represented in person or by proxy. The final results of voting on the matters submitted to stockholders are as follows:

Proposal No. 1. The election of four Class III directors to serve a three-year term:

Director		For				Withheld
George V. Bayly			316,202,181				4,593,401
Matthew J. Espe			319,600,994				1,194,588
Harold R. Logan, Jr.			314,589,304				6,206,278
Robert W. Tieken			313,874,522				6,921,060

Proposal No. 2. Other matters that may come before the Annual Meeting:

For		Against				Abstain				Broker Non-Votes
247,933,946			36,855,587				134,800				0

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.