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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 11, 2026
GPGI, Inc.
(Exact Name of Registrant as Specified in its Charter)
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| Nevada | | 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:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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. ☐
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
GPGI, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) on June 11, 2026. At the Annual Meeting, the following matters were submitted to a vote of holders of the Company’s Class A Common Stock, par value $0.0001 per share (the “Common Stock”):
1.The election of four (4) Class II directors to serve on the Company’s board of directors for a term expiring at the 2029 annual meeting of stockholders and until their successors have been duly elected and qualified, or until such director’s earlier resignation, removal or death (the “Director Election Proposal”);
2.A proposal to approve, on an advisory basis, the 2025 compensation of the Company’s named executive officers as disclosed in the Company’s 2026 proxy statement (the “Say-on-Pay Proposal”);
3.A proposal to approve, on an advisory basis, the frequency (i.e., every one, two or three years) of future advisory votes to approve the compensation of the Company’s named executive officers (the “Say-on-Frequency Proposal”); and
4.The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 (the “Auditor Ratification Proposal”).
At the close of business on April 15, 2026, the record date for the determination of stockholders entitled to vote at the Annual Meeting, there were an aggregate of 289,861,033 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. The holders of 262,176,371 shares of Common Stock were represented virtually or by proxy at the Annual Meeting, constituting a quorum.
At the Annual Meeting, (i) the four (4) Class I directors were elected, (ii) the Say-on-Pay Proposal was approved on an advisory basis, (iii) “every one year” was approved on an advisory basis with respect to the Say-on-Frequency Proposal, and (iv) the Auditor Ratification Proposal was approved.
Proposal No. 1 - Election of the Class II Directors
The vote with respect to the election of each of the directors was as follows:
| | | | | | | | | | | | | | |
| Nominees | | For | | Withheld |
| Joseph J. DeAngelo | | 249,815,353 | | 402,592 |
| Brian F. Hughes | | 244,650,151 | | 5,567,794 |
| Mark R. James | | 230,584,975 | | 19,632,970 |
| Thomas R. Knott | | 242,484,633 | | 7,733,312 |
Broker Non-Votes: 11,958,426
Proposal No. 2 – Say-on-Pay Proposal
The vote with respect to the advisory Say-on-Pay Proposal was as follows:
| | | | | | | | | | | | | | |
| For | | Against | | Abstain |
| 231,699,270 | | 18,439,834 | | 78,841 |
Broker Non-Votes: 11,958,426
Proposal No. 3 – Say-on-Frequency Proposal
The vote with respect to the advisory Say-on-Frequency Proposal was as follows:
| | | | | | | | | | | | | | | | | | | | |
| Every One (1) Year | | Every Two (2) Years | | Every Three (3) Years | | Abstain |
| 250,019,750 | | 66,861 | | 56,241 | | 75,093 |
Broker Non-Votes: 11,958,426
Proposal No. 4 - Auditor Ratification Proposal
The vote with respect to the Auditor Ratification Proposal was as follows:
| | | | | | | | | | | | | | |
| For | | Against | | Abstain |
| 262,162,349 | | 5,694 | | 8,328 |
Broker Non-Votes: N/A
The Company will include an advisory vote on executive compensation in our proxy materials annually until the next required vote on the frequency of shareholder votes on the compensation of executives.
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 12, 2026
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| GPGI, INC. |
| |
| By: | /s/ David A.P. Marshall |
| | Name: | David A.P. Marshall |
| | Title: | Chief Legal Counsel and Corporate Secretary |
