Shareholders at GPGI (NYSE: GPGI) back reincorporation from Delaware to Nevada

Rhea-AI Filing Summary

GPGI, Inc. reported that stockholders approved its plan to reincorporate the company from Delaware to Nevada by conversion at a special meeting held on June 4, 2026. This change shifts the company’s legal home state but does not, by itself, alter its operations or share structure.

Stockholders owning 267,948,144 shares of Class A common stock, representing about 92% of voting power as of the April 16, 2026 record date, were represented, providing a quorum. The reincorporation proposal passed with 171,505,308 votes for, 96,295,425 against, and 147,411 abstentions.

8-K Event Classification

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

1 item

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

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares outstanding entitled to vote: 289,861,033 shares Shares represented at meeting: 267,948,144 shares Votes for reincorporation: 171,505,308 votes (59.2%) +3 more

6 metrics

Shares outstanding entitled to vote 289,861,033 shares Class A common stock as of April 16, 2026 record date

Shares represented at meeting 267,948,144 shares Approximately 92% of voting power at special meeting

Votes for reincorporation 171,505,308 votes (59.2%) Reincorporation from Delaware to Nevada approved

Votes against reincorporation 96,295,425 votes (33.2%) Reincorporation proposal opposition

Abstentions on proposal 147,411 votes Reincorporation proposal abstain votes

Special meeting date June 4, 2026 Date stockholders voted on reincorporation

Key Terms

reincorporation, special meeting, proxy statement, quorum, +1 more

5 terms

reincorporation regulatory

"approve the reincorporation of the Company from the State of Delaware to the State of Nevada"

special meeting regulatory

"held a special meeting of the Company's stockholders (the “Special Meeting”)"

A special meeting is a shareholder gathering called outside the regular annual meeting to decide on urgent or specific corporate matters, such as mergers, major asset sales, changes to the board, or shareholder proposals. It matters to investors because decisions made there can quickly alter a company’s strategy, ownership or value—like a sudden boardroom decision that changes the game—so shareholders may need to vote, adjust holdings, or reassess risk based on the outcome.

proxy statement regulatory

"described in more detail in the Company’s definitive proxy statement filed"

A proxy statement is a document companies send to shareholders ahead of a meeting that lays out the items up for a vote—like who will sit on the board, executive pay, and major corporate decisions—and provides background so shareholders can decide how to cast their votes or appoint someone to vote for them. Think of it as an agenda plus a ballot and briefing notes, important because the outcomes can change control, strategy, and value.

quorum regulatory

"were represented virtually or by proxy at the Special Meeting, constituting a quorum"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

Class A common stock financial

"shares of the Company’s Class A common stock (the “Common Stock”) were outstanding"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

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Understanding 8-K Material Events →

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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): June 4, 2026

GPGI, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-39687

85-2749902

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

 

309 Pierce Street Somerset, New Jersey						08873
(Address of Principal Executive Offices)						(Zip Code)

(908) 518-0500

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, par value $0.0001 per share

GPGI

New York Stock Exchange

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 ☐

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. ☐

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

GPGI, Inc., a Delaware corporation (the “Company”), held a special meeting of the Company's stockholders (the “Special Meeting”) on June 4, 2026. At the Special Meeting, the proposal to approve the reincorporation of the Company from the State of Delaware to the State of Nevada by conversion, and to adopt the resolutions of the Company’s Board of Directors approving the reincorporation (the “Reincorporation Proposal”), was submitted to a vote of the Company’s stockholders. The Reincorporation Proposal is described in more detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 20, 2026, as supplemented.

At the close of business on April 16, 2026, the record date for the determination of stockholders entitled to vote at the Special Meeting, an aggregate of 289,861,033 shares of the Company’s Class A common stock (the “Common Stock”) were outstanding and entitled to vote at the Special Meeting. The holders of 267,948,144 shares of Common Stock, representing approximately 92% of the voting power of the issued and outstanding shares of Common Stock as of the record date, were represented virtually or by proxy at the Special Meeting, constituting a quorum.

At the Special Meeting, the Reincorporation Proposal was approved. The vote with respect to the Reincorporation Proposal was as follows:

Votes For						% For						Votes Against						% Against						Abstain
171,505,308						59.2%						96,295,425						33.2%						147,411

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, hereunto duly authorized.

Date: June 4, 2026

			GPGI, INC.
			By:			/s/ David A.P. Marshall
						Name:			David A.P. Marshall
						Title:			Chief Legal Counsel and Corporate Secretary

FAQ

What corporate action did GPGI, Inc. stockholders approve for GPGI?

Stockholders approved reincorporating GPGI, Inc. from Delaware to Nevada by conversion. This changes the company’s legal domicile and governing law framework while keeping its existing Class A common stock and New York Stock Exchange listing structure in place, based on the information provided.

How many GPGI, Inc. shares were entitled to vote at the special meeting?

A total of 289,861,033 shares of GPGI, Inc. Class A common stock were outstanding and entitled to vote. This figure is measured as of April 16, 2026, which was the record date used to determine which stockholders could participate in the special meeting.

What level of shareholder participation did GPGI, Inc. achieve at the special meeting?

Holders of 267,948,144 GPGI, Inc. Class A shares were represented virtually or by proxy. This represented approximately 92% of the voting power outstanding as of the record date, meaning the meeting comfortably satisfied quorum requirements for conducting official business.

What were the vote results on GPGI, Inc.’s reincorporation proposal?

The reincorporation proposal received 171,505,308 votes for and 96,295,425 votes against, with 147,411 abstentions. This voting breakdown indicates sufficient support among participating stockholders to approve moving GPGI’s state of incorporation from Delaware to Nevada by conversion.

Where can investors find more detail on GPGI, Inc.’s reincorporation plan?

Further detail is contained in GPGI, Inc.’s definitive proxy statement filed on April 20, 2026, as supplemented. That document describes the reincorporation proposal, including background, comparative law considerations, and the board’s resolutions supporting the move from Delaware to Nevada.

Who signed the special meeting report for GPGI, Inc.?

The report was signed on behalf of GPGI, Inc. by David A.P. Marshall. He is identified in the document as the company’s Chief Legal Counsel and Corporate Secretary, acting as the authorized officer to execute the filing describing the special meeting results.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.2 KB