Eminence Capital Sends Open Letter to GPK Shareholders Calling Out Factually Inaccurate and Misleading Statements by GPK Board

Rhea-AI Summary

{"summary":"","positive":[],"negative":[],"faq":[]}

Key Figures

Eminence stake 4.2% Beneficial ownership of GPK shares cited by Eminence Capital

Share price decline 50% Board-cited decline in GPK share price over the past year

Free cash flow per share over $2.25 Company forecast for 2026 at trough of cycle

Board ownership less than 500,000 shares Collective ownership claimed for Board (excluding Doss)

Quaker revenue 2024 2,676 Quaker revenue in 2024, all dollars in millions

Quaker EBIT 2024 507 Quaker EBIT in 2024, all dollars in millions

Quaker organic volume 2024 -14% Organic volume change in 2024 from company filings table

PRMB stock decline more than 50% Drop in Primo Brands stock following transformational acquisition

Market Reality Check

$15.32 Last Close

Volume Volume 4,729,353 is about 16% below the 20-day average of 5,639,416, suggesting no unusual trading ahead of this letter. normal

Technical Shares at $15.32 are trading below the $21.02 200-day moving average and sit 46.47% under the 52-week high, reflecting a depressed pre-letter valuation.

Peers on Argus

GPK was down 0.71% while key peers were mostly slightly positive (e.g., SLGN +0.52%, SON +0.58%, GEF +0.74%), with only REYN down 0.8%. This points to stock-specific factors rather than a broad packaging-sector move.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 19	Shareholder value statement	Positive	+0.0%	Board reaffirmed Vision 2030 and value focus, confirmed upcoming CEO change.
Dec 19	Activist governance letter	Negative	+0.0%	Eminence Capital demanded immediate reinstatement of Mike Doss as CEO.
Dec 08	CEO transition announced	Neutral	-2.6%	Company detailed CEO succession to Rietbroek and updated 2025 guidance.
Dec 08	Cost optimization plan	Positive	-2.6%	Announced cost and production optimization with 2026 free cash flow targets.
Dec 03	Dividend declaration	Positive	-2.9%	Declared quarterly cash dividend of $0.11 per share payable in January 2026.

Pattern Detected

Recent GPK news around leadership transition and cost optimization has coincided with flat-to-negative price reactions, even when announcements emphasized long-term value, Vision 2030 and capital returns.

Recent Company History

Over the last month, GPK has focused on leadership transition and operational efficiency. On Dec 8, the company announced CEO succession and parallel cost/production optimization with 2025 guidance and reaffirmed 2026 free cash flow targets, which saw shares down about 2.56%. A dividend declaration on Dec 3 and a value-focused update on Dec 19 drew non-positive reactions. Today’s activist letter continues the governance debate around the Doss–Rietbroek transition against this backdrop.

Market Pulse Summary

This announcement intensifies scrutiny of GPK’s CEO transition and Board decision-making, with Eminence Capital challenging the rationale for replacing Mike Doss and highlighting industry oversupply dynamics. Investors may weigh these governance concerns against prior company statements on Vision 2030, cost optimization, and a forecast of free cash flow over $2.25 per share at the cycle trough. Monitoring further Board–shareholder communications, any shifts in leadership plans, and upcoming operational results will be important.

Key Terms

free cash flow per share financial

"In 2026, the Company is forecasting over $2.25 in free cash flow per share..."

Free cash flow per share measures how much cash a company generates from its business after paying for running costs and investments, divided by the number of shares outstanding. It tells investors how much real, spendable cash each share represents — like dividing a household’s leftover monthly cash among family members — and helps assess a company’s ability to pay dividends, buy back stock, or reinvest for growth.

ebit financial

"Quaker EBIT | | 644 | 546 | 674 | 578 | 611 | 628 | 507"

EBIT (Earnings Before Interest and Taxes) measures a company's profit from normal business operations after paying direct running costs but before subtracting interest on debt and income taxes. Think of it as how well a store does at selling its goods once everyday expenses are covered, ignoring loan payments and tax bills. Investors use EBIT to compare operational performance across companies without the distortion of different financing or tax situations.

ebit margin financial

"EBIT margin | | 26 % | 22 % | 25 % | 21 % | 19 % | 20 % | 19 %"

EBIT margin is the percentage of a company's revenue that remains as profit from core operations after removing day-to-day costs but before paying interest and taxes — in other words, how much of each dollar of sales becomes operating profit. Investors treat it like a fuel-efficiency rating: a higher EBIT margin means the business keeps more from sales, making it easier to compare operational strength across companies and to see how well a company can absorb rising costs or fund growth regardless of financing or tax decisions.

organic growth financial

"organic growth | | 1 % | 11 % | 0 % | 13 % | 0 % | -14 %"

Organic growth is the increase in a company's sales or profits that comes from its own activities, such as selling more products or services, rather than through acquisitions or mergers. It is like a plant growing taller on its own, without needing outside help. For investors, it indicates the company's ability to expand steadily and sustainably through its existing business efforts.

organic volume financial

"organic volume | | 0 % | 10 % | -7 % | -3 % | -5 % | -14 %"

Organic volume measures how many units or how much business a company generated from its existing operations, excluding effects of acquisitions, disposals and currency swings. Investors care because it reveals underlying customer demand — like checking a restaurant’s repeat customers rather than counting a newly opened branch — and helps separate true growth in sales activity from growth caused by structural changes.

section 220 regulatory

"That is why we made a Section 220 demand for books and records..."

A legal right under Delaware corporate law that allows a shareholder to request and, if necessary, ask a court to compel a company to produce its books and records when the company refuses. It matters to investors because it provides a formal way to verify financial statements, investigate governance or suspected wrongdoing, and gather evidence to support shareholder actions — like being allowed to look through a company’s file cabinet to check the facts before making decisions.

AI-generated analysis. Not financial advice.

Reiterates Call for Shareholders to Demand Reinstatement of Mike Doss

NEW YORK, Dec. 22, 2025 /PRNewswire/ -- Eminence Capital, LP ("Eminence"), a private investment firm that beneficially owns approximately 4.2% of Graphic Packaging Holding Company (NYSE: GPK) ("GPK" or the "Company"), today sent an open letter to GPK's Shareholders in response to what it believes is a factually inaccurate and misleading letter the Board wrote on December 19, 2025, to justify the replacement of CEO Mike Doss with Robbert Rietbroek.

Eminence finds the Board's December 19 letter to be a disingenuous, wholly inadequate attempt to legitimize a rushed and fundamentally flawed leadership transition process that replaced the CEO whose strategic decisions left GPK better positioned than ever.  Eminence believes the Board is using Mike Doss as a scapegoat.  Eminence asserts that Robbert Rietbroek has a pattern of leaving his employers in a worse place than when he inherited them and whose sole experience as a public company CEO was marred by failure.

The full text of the letter is below.

December 22, 2025

To the Shareholders of Graphic Packaging Holding Company,     

Graphic Packaging Holding Company ("GPK" or the "Company") shareholders should not be fooled by the factually inaccurate and misleading letter the independent directors of GPK (including Phil Martens) filed on Friday evening, December 19, 2025, to justify the replacement of Mike Doss with Robbert Rietbroek.  We are writing to directly address the Board's letter so shareholders know the facts and understand the kind of Board they are dealing with – disingenuous, uninformed and wholly inadequate.

The Board's letter to shareholders states: "However, we recognize that our recent performance has not met expectations, as reflected by the nearly 50% decline in our share price over the past year. While external factors such as macroeconomic headwinds and industry-wide shifts have played a role, the Board has the responsibility to understand those dynamics and oversee the process to ensure that decisive actions are taken to restore value and deliver on our Vision 2030 goals. The decline in stock price, among others, was a clear signal that meaningful change was required." 

This statement perfectly encapsulates the fundamental problem with the Board: They don't understand the Company or the industry, and they are using Doss as a scapegoat.   Any reasonable industry observer knows that the stock's year-to-date performance is a result of industry oversupply and not a result of mis-execution. The macroeconomic headwinds and industry-wide shifts haven't just "played a role" – they tell the story. It should come as no surprise to shareholders that the Board fails to understand this: following Dean Scarborough's abrupt departure in August, there are no GPK directors (other than Doss) with any packaging experience.  For the Board to cast blame for the stock price performance on Doss is preposterous and only serves to damage their credibility as stewards of your capital.

With Doss, GPK had never been better positioned competitively despite the tough industry backdrop. In fact, the Board agreed with this view as recently as one month ago as an investor presentation from November 2025 states: "Graphic Packaging has the assets, the capabilities, and the team needed to achieve Vision 2030 goals, and to generate cash well in excess of reinvestment needs." What could have possibly changed so dramatically in one month?

Under Doss's watch, GPK has built the most cost-effective manufacturing footprint in the industry in Kalamazoo and Waco.  The Company exited the Augusta mill at a heroic price in 2024, acquired AR Packaging to build out a European converting footprint and increased vertical integration in the US with several tuck-in acquisitions. GPK has never been better positioned as a result of the strategic decisions made by Doss. In 2026, the Company is forecasting over $2.25 in free cash flow per share at the trough of the cycle while the competition is feeling severe pain: Clearwater Paper is burning cash, Smurfit WestRock is not earning its cost of capital in the acquired Westrock consumer business, according to GPK Investor Relations, and Sappi has suspended its dividend and been issued a leverage warning. Yes, the industry has its challenges at the moment, but as the industry's low-cost producer GPK can stay the course and focus on superior execution while this oversupply situation is sorted out.

We find it curious that Chairman Phil Martens never mentioned the stock price decline as a reason for Doss's exit in our December 12^th call with him, and that the Company had not previously made it part of their public messaging to shareholders.  Why now, only after the Board is under attack for this decision, is stock price part of the Board's narrative?

This statement also raises the question: what stock price decline would the Board tolerate before making a major decision to replace a respected 35-year company veteran as CEO? The stock was only down -18% year-to-date at the end of August and then began a steady decline in September and October to near current levels.  When did the Board even begin to discuss whether it should take "decisive actions… to restore value and deliver on our Vision 2030 goals?" When exactly was "the decline in stock price…a clear signal that meaningful change was required?"  How could the Board have conducted a thorough CEO search process – which, at a minimum, should have included engaging a search firm to do an extensive search, conducting first-round interviews with a large sample of candidates, narrowing down the field through further interview rounds (including a broader subset of the Board), engaging in deep background and reference checking, performing psychometric testing, and deliberating on the impacts to Company culture and morale – all within such a short timeframe, IF the stock hadn't fallen to that nearly 50% level until the end of October?

In short, the Board's after-the-fact justification is a transparent attempt to add a veneer of credibility to what appears to be a rushed and manipulated process with a predetermined outcome.  That is why we made a Section 220 demand for books and records regarding the process that culminated in the Board's replacement of Doss with Rietbroek to understand whether—as we strongly suspect—the Board's process lacked the level of substance and rigor such a momentous decision demands and whether the Board was motivated in making its rushed decision by concerns other than the best interests of the Company and its shareholders.

The Board's letter also states: "Under Robbert's leadership, Quaker Foods North America, a reported sector of PepsiCo, achieved significant volume and revenue growth over his five-year tenure.

We have reviewed the PepsiCo filings and note that volume definitively did not grow over Rietbroek's five-year tenure at Quaker – it actually significantly declined, even though Rietbroek inherited a re-based margin structure thereby allowing proper growth investments and was the beneficiary of a Covid bump. In addition, just one month after Rietbroek announced he was leaving Quaker to join Primo Water as CEO, Quaker announced the largest product recall in its history that caused significant pressure on the segment's financial results in the following year including massive drops in revenue, organic growth, and volume.

			2018	2019	2020	2021	2022	2023	2024
Quaker revenue			2,465	2,482	2,742	2,751	3,160	3,101	2,676
Quaker EBIT			644	546	674	578	611	628	507
EBIT margin			26 %	22 %	25 %	21 %	19 %	20 %	19 %
revenue growth				1 %	10 %	0 %	15 %	-2 %	-14 %
organic growth				1 %	11 %	0 %	13 %	0 %	-14 %
organic volume				0 %	10 %	-7 %	-3 %	-5 %	-14 %
organic price				1 %	0 %	7 %	16 %	5 %	0 %
* all dollars in millions; data from company filings.

The Board's letter further states: "During his tenure as CEO of Primo Water and Primo Brands, the company grew volume, market share and earnings, improved EBITDA margins and earned recognition as one of America's Greenest Companies by Newsweek."

These comments are entirely misleading since the growth in volume, market share, earnings and EBITDA margins were largely driven by a transformational acquisition. That same acquisition has been an unmitigated disaster which has caused a more than 50% decline in PRMB's stock, led to the filing of numerous class action lawsuits and resulted in Rietbroek's firing from that company.

Despite the Board's attempt at framing Rietbroek's prior experience as positive, one fact is clear and unavoidable: there is a pattern of him leaving his employers in a worse place than when he inherited them.

Unfortunately for shareholders, the directors are not willing to admit their critical mistake and would prefer to double-down on their disastrous decision to replace Doss with Rietbroek by making disingenuous and misleading statements.  Shareholders deserve better.

Over the last several weeks, we have heard from many shareholders, former employees, former Board members and other industry constituents.  Not one of them thinks replacing Doss with Rietbroek is the right decision.  It is our understanding that senior leadership inside the Company has expressed deep concern with the CEO transitions.  In fact, the ONLY people we know that think this is the right decision is this weak, misguided and poorly-advised Board.

We, the shareholders, will ultimately bear the costs of the Board's mistake. The Board (excluding Doss) has no real skin in the game, collectively owning less than 500,000 shares in the Company, yet is making highly disruptive C-suite changes that will dramatically impact the future of this great company in a negative manner. 

All shareholders should immediately demand the Board reinstate Doss as CEO before any long-term damage occurs to GPK.  We urge shareholders who are similarly concerned about the CEO transition and the actions of this Board to make their voices heard.

Sincerely, 

Ricky Sandler
CEO and CIO

About Eminence Capital, LP
Eminence is a global asset management firm founded in 1999 that currently manages approximately $7.4 billion. Eminence's investment approach is anchored in bottom up fundamental research seeking to identify "quality value" investment opportunities.

Disclaimer
This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities in any state to any person. In addition, the discussions and opinions in this press release and the material contained herein are for general information only, and are not intended to provide investment advice. All statements contained in this press release that are not clearly historical in nature or that necessarily depend on future events are "forward-looking statements," which are not guarantees of future performance or results, and the words "anticipate," "believe," "expect," "potential," "should," "could," "threatens," "estimate," and similar expressions are generally intended to identify forward-looking statements. The statements contained in this press release and the material contained herein that are not historical facts are based on current expectations, speak only as of the date of this press release and involve risks that may cause the actual results to be materially different. Accordingly, any analyses should also not be viewed as factual and also should not be relied upon as an accurate prediction of future results. Eminence disclaims any obligation to update the information herein and reserves the right to change any of its opinions expressed herein at any time as it deems appropriate.

Media Contacts
Jonathan Gasthalter/Nathaniel Garnick
Gasthalter & Co.
+1 (212) 257-4170

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SOURCE Eminence Capital, LP