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Graphic Packaging (NYSE: GPK) appoints Larry Venturelli Chairman as Martens retires

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Graphic Packaging Holding Company announced that Philip R. Martens retired as a member and Chairman of its Board of Directors, effective June 11, 2026, following the Annual Meeting of Stockholders. Larry M. Venturelli, a director since 2016, was elected Chairman of the Board on the same date.

The company highlights Mr. Martens’ contributions during a period of significant growth and notes Mr. Venturelli’s prior roles on key board committees and his experience as Executive Vice President and Chief Financial Officer of Whirlpool Corporation. The changes reflect a planned leadership transition at the board level while maintaining continuity.

Positive

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Insights

Board chair transition appears planned and maintains leadership continuity.

Graphic Packaging is transitioning its Board leadership as Philip R. Martens retires as Chairman and director, with long-serving director Larry M. Venturelli becoming Chairman effective June 11, 2026. The company frames this shift as part of an orderly succession following the Annual Meeting of Stockholders.

Mr. Venturelli’s prior service on the Nominating and Corporate Governance, Audit, and Compensation and Management Development Committees, along with his past role as Executive Vice President and Chief Financial Officer at Whirlpool, provides relevant experience for board leadership. His long tenure on the Board helps preserve institutional knowledge.

The filing does not indicate strategic changes tied directly to this transition, so any impact on operations or capital allocation will be seen through future decisions under the new Chair. Subsequent disclosures and board actions will clarify how Mr. Venturelli’s leadership influences oversight and long-term priorities.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Martens board service start November 2013 Philip R. Martens joined the Board in November 2013
Martens chairman start May 2016 Philip R. Martens served as Chairman since May 2016
Venturelli board service start 2016 Larry M. Venturelli has been a Board member since 2016
Annual Meeting of Stockholders financial
"effective today, following the Company’s Annual Meeting of Stockholders."
Chairman of the Board financial
"has elected Larry M. Venturelli as Chairman of the Board, effective today"
Chairman of the board is the person who leads a company’s board of directors, setting meeting agendas, guiding discussions and ensuring the board supervises management’s strategy and risk decisions. Investors care because the chair’s leadership and style influence how well shareholder interests are protected, how quickly strategic choices are made, and the company’s overall accountability—like a team captain shaping group performance.
Nominating and Corporate Governance Committee financial
"has served on its Nominating and Corporate Governance, Audit, and Compensation"
A nominating and corporate governance committee is a group within a company's board of directors responsible for selecting and recommending individuals to serve as company leaders, such as directors or executives. They also develop and oversee policies to ensure the company is run fairly, ethically, and transparently. This committee matters to investors because it helps ensure the company is well-managed and guided by qualified, responsible leadership.
Compensation and Management Development Committee financial
"Audit, and Compensation and Management Development Committees."
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GRAPHIC PACKAGING HOLDING CO false 0001408075 0001408075 2026-06-11 2026-06-11
 
 

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

 

 

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)

  

(IRS Employer

Identification No.)

1500 Riveredge Parkway

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))

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

 

Title of Each Class

  

Trading
Symbol

  

Name of Each Exchange

on Which Registered

Common Stock, $0.01 par value per share   GPK   New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

 

☐    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).
☐    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 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective June 11, 2026, following the Annual Meeting of Stockholders, Mr. Philip R. Martens retired from his positions as a member and Chairman of the Board of Directors (the “Board”) of Graphic Packaging Holding Company (the “Company”). Mr. Larry M. Venturelli, a member of the Board since 2016, was elected Chairman of the Board, effective upon Mr. Martens retirement.

A press release announcing Mr. Martens’ retirement and Mr. Venturelli’s election as Chairman of the Board is attached hereto as Exhibit 99.1.

 

Item 9.01.

Financial Statements and Exhibits.

 

Exhibit
No.		    Description
99.1    Press Release dated June 11, 2026 announcing Mr. Philip R. Martens’ retirement and Mr. Larry M. Venturelli’s election as Chairman of the Board.

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.

 

By:  

/s/ Daniel S. Fishbein

  Daniel S. Fishbein
  Executive Vice President, General Counsel and Secretary

Date: June 11, 2026

Exhibit 99.1

Graphic Packaging Holding Company Elects Larry M. Venturelli Chairman

of the Board of Directors

ATLANTA, Ga., June 11, 2026 — Graphic Packaging Holding Company (NYSE: GPK) (the “Company” or “Graphic Packaging”), a global leader in sustainable consumer packaging, today announced that its Board of Directors has elected Larry M. Venturelli as Chairman of the Board, effective today, following the Company’s Annual Meeting of Stockholders.

Mr. Venturelli succeeds Philip R. Martens, who is retiring from the Board after serving as a director since November 2013 and as Chairman since May 2016.

“On behalf of the Company and the entire Board, I want to thank Phil for his commitment and leadership during one of the most impactful periods in Graphic Packaging’s history,” said Robbert Rietbroek, President and Chief Executive Officer. “Graphic Packaging has greatly benefitted from Phil’s leadership, strategic perspective and substantial contributions throughout his tenure as Board Chair.”

Mr. Martens brought extensive global manufacturing and executive leadership experience to the Board, including from his prior service as President and Chief Executive Officer of Novelis Inc.

“It has been a privilege to serve Graphic Packaging through a period of significant growth and progress,” said Mr. Martens. “I am proud of what the Company has accomplished and confident in its future under Robbert’s leadership and with Larry as Chairman. Larry’s experience, judgment and understanding of the business make him well suited to guide the Board in its next chapter.”

Regarding Mr. Venturelli’s appointment, Mr. Rietbroek said, “Larry brings decades of global business experience to the Chair role, including deep manufacturing and consumer products expertise from industry-leading companies. I look forward to working closely with Larry as we continue executing our strategy to create long-term value for stockholders, customers and employees.”

Mr. Venturelli has been a member of the Company’s Board since 2016 and has served on its Nominating and Corporate Governance, Audit, and Compensation and Management Development Committees. He previously served as Executive Vice President and Chief Financial Officer at Whirlpool Corporation and held various executive roles at Whirlpool prior to his retirement.

“It is an honor and privilege to be appointed Chairman of the Graphic Packaging Board,” Mr. Venturelli said. “I look forward to working closely with my fellow Board members, Robbert and the executive team as we build on the Company’s strong foundation and advance its leadership in consumer packaging.”

 

1

About Graphic Packaging Holding Company

Graphic Packaging designs and produces consumer packaging made primarily from renewable or recycled materials. An industry leader in innovation, the Company is committed to reducing the environmental footprint of consumer packaging. Graphic Packaging operates a global network of design and manufacturing facilities serving the world’s most widely recognized brands in food, beverage, foodservice, household, and other consumer products. Learn more at www.graphicpkg.com.

Contact Information

Investors: Investor.Relations@Graphicpkg.com

Media: Comms@Graphicpkg.com

 

2

Source: View Original Filing on SEC EDGAR

FAQ

What leadership change did Graphic Packaging (GPK) announce on June 11, 2026?

Graphic Packaging announced that Philip R. Martens retired as a director and Chairman of the Board, effective June 11, 2026. Larry M. Venturelli, a Board member since 2016, was elected Chairman on the same date, signaling a planned transition in board leadership while maintaining continuity.

Who is Larry M. Venturelli and what is his new role at Graphic Packaging (GPK)?

Larry M. Venturelli is a long-time Graphic Packaging director who joined the Board in 2016. He has served on the Nominating and Corporate Governance, Audit, and Compensation and Management Development Committees. Effective June 11, 2026, he was elected Chairman of the Board of Directors.

What did Graphic Packaging (GPK) say about Philip R. Martens’ tenure as Chairman?

Graphic Packaging credited Philip R. Martens with leadership, strategic perspective, and substantial contributions during a period of significant growth and progress. He served as a director since November 2013 and as Chairman since May 2016, bringing extensive global manufacturing and executive leadership experience to the Board throughout his tenure.

How did Graphic Packaging (GPK) describe Larry M. Venturelli’s background for the Chair role?

Graphic Packaging highlighted Larry M. Venturelli’s decades of global business experience, including deep manufacturing and consumer products expertise. He previously served as Executive Vice President and Chief Financial Officer at Whirlpool Corporation and held various executive roles there, which the company emphasized as strong preparation for leading its Board of Directors.

When did the Graphic Packaging (GPK) board leadership changes become effective?

The leadership changes became effective June 11, 2026, following Graphic Packaging’s Annual Meeting of Stockholders. On that date, Philip R. Martens retired as a director and Chairman, and Larry M. Venturelli, already a director since 2016, was elected as the new Chairman of the Board of Directors.

What kind of company is Graphic Packaging (GPK) according to this disclosure?

Graphic Packaging is described as a global leader in sustainable consumer packaging, designing and producing packaging made primarily from renewable or recycled materials. It operates a worldwide network of design and manufacturing facilities serving major brands in food, beverage, foodservice, household, and other consumer product categories.

Filing Exhibits & Attachments

4 documents

Press Releases

Other Documents