<div id="readability-page-1"><article><div>Views Board's Decision to Replace Doss as Misguided, Ill-timed, and Done Without Proper DiligenceBelieves that Chairman Phil Martens Wields Outsized Influence over GPK's Board, has Jeopardized Shareholder Value, and Should ResignEncourages Shareholders with Similar Concerns to Voice ThemEminence to Evaluate All Options to Ensure Board Is Comprised of Individuals Who Are Committed to Protecting Shareholder Value, /PRNewswire/ -- Eminence Capital, LP (&#34;Eminence&#34;), a private investment firm that beneficially owns approximately 4.2% of Graphic Packaging Holding Company (NYSE: GPK) (&#34;GPK&#34; or the &#34;Company&#34;) today announced it sent a letter to GPK's Board of Directors (the &#34;Board&#34;) on December 15, 2025 following the Board's seemingly inexplicable and clearly rushed decision to replace long-standing CEO Mike Doss with Robbert Reitbroek. Mr. Reitbroek's only prior stint as a public company CEO was an unmitigated disaster for investors that ended in his termination just weeks ago and led to numerous class action complaints and a derivative action launched against him, his previous employer, and certain other related defendants. Given the Board's failure to respond to Eminence in a timely manner and the narrowing window for the Board to make the relatively simple fix of reinstating Doss, Eminence felt compelled to make the letter public.Ricky Sandler, Eminence's Chief Executive Officer and Chief Investment Officer, said: &#34;GPK's Board has made a critical error in unjustifiably removing Mike Doss, a high-integrity, respected leader who transformed the Company into an industry powerhouse. Replacing him with an untested, unproven outsider who was recently dismissed from his only prior CEO role for operational failures and mismanagement reflects a broken Board that oversaw a rushed and deeply flawed transition process. This process—or lack thereof—coupled with the recent departure of a highly respected CFO, represents a profound governance failure that threatens shareholder value. We will take all steps necessary to protect the value of our investment and urge the Board to correct its mistakes by immediately reinstating Mike Doss. The Board has chosen to decline our demand for a meeting and to push ahead with this misguided CEO transition—in spite of its having received letters and feedback from numerous shareholders as well as former executives and board members to similar effect, a disheartening but perhaps unsurprising example of this Board's lack of desire for productive engagement and utter disregard of shareholder interest.&#34;Sandler added, &#34;We further note that Chairman Philip Martens' limited share ownership—reduced by 70% this past summer, days before the resignation of a Board member and just before the ouster of the former CFO and Doss—contrasts with his outsized influence as Chairman and head of the Board's nominating and governance committee, and believe shareholders and the Company would be best served if he were to resign from the Board. We are highly concerned about the potential for further senior management departures as Martens tightens his grip on the Board. We are evaluating all options to ensure the Board and GPK management are comprised of individuals who are committed to protecting shareholder value.&#34;Eminence also submitted a demand, pursuant to Section 220 of the Delaware General Corporation Law, to GPK to inspect books and records relating to the Board's deliberations and handling of the CEO transition process. &#34;Given the absence of any semblance of a reasonable CEO transition process, Chairman Martens' eyebrow-raising stock sales and his diminished financial alignment with the Company, and the Board's failure to respond to our demand for a meeting, we believe there is enough smoke here to warrant a close look to investigate, among other things, possible mismanagement, wrongdoing, and breaches of fiduciary duties of loyalty, good faith, and due care,&#34; said Sandler. &#34;We encourage shareholders who have similar concerns about the risk of further destruction of shareholder value by Martens and the entrenched Board to make their voices heard with the hope that the Board swiftly recognizes and remedies its mistake, stanching the exodus of senior leadership.&#34; The full text of the December 15, 2025 letter is below.December 15, 2025To the Board of Directors of Graphic Packaging Holding Company,Eminence Capital, LP (&#34;Eminence,&#34; &#34;we,&#34; or &#34;us&#34;) owns approximately 10.9 million shares of Graphic Packaging Holding Company (&#34;GPK&#34; or the &#34;Company&#34;) and has been a shareholder of the Company for the past five years. We have closely followed GPK's story for over a decade, meeting with management more than 80 times during that period. Our investment thesis in GPK relies on the strategy, execution, and capital allocation spearheaded by Mike Doss, who has successfully transformed the Company from a commodity paper packaging supplier into the lowest-cost, vertically integrated, highly innovative, and value-added supplier for many of the largest consumer packaged goods companies in the world.We believe the GPK Board has made an enormous mistake in replacing Mike Doss with Robbert Reitbrock. It is misguided to think that the Company requires a new CEO at this critical juncture. The new Waco mill is scaling up, production is shifting from the closure of three high-cost mills and the Company must navigate a challenging supply-demand cycle. The leadership of an experienced CEO who understands the Company and its strategic plan is essential. Robbert has no experience running an operation as complex and dynamic as GPK and putting the Company in his hands is a monumental mistake.Mike is a high-integrity executive held in high regard by customers, shareholders, and competitors alike; and he is beloved internally. The combination of these traits is rare among public company CEOs. In our 30+ years of investing alongside more than 1000 public company CEOs, Mike ranks among the very best. We are perplexed as to why the Board would consider replacing him with an industry outsider with a checkered track record, thereby jeopardizing employee morale and customer relationships during such a crucial time in the Company's journey.We appreciated the opportunity to speak with Chairman Philip Martens last week to understand the rationale behind the Board's decision to terminate Mike Doss. We learned that the Board has no credible reasons for this decision. Phil indicated the need for a different type of leader as the Company transitions from an investment-led cycle to a harvesting cycle but failed to explain why Mike's skills and capabilities were deemed inadequate for this transition. Phil suggested that Robbert's CPG background was better suited for &#34;filling up the newly installed Waco capacity,&#34; which only undermined Phil's credibility and the Board's decision-making process. Any business executive understands that CEOs develop and execute strategies, hire talented executives, and hold them accountable rather than knocking on customer doors.The decision to replace Mike Doss as the CEO of GPK reflects terrible judgment by the Board, and engaging Robbert Reitbrock as his successor only compounds this poor judgment. Robbert was fired from his previous (and only) CEO role just five weeks prior for horrendous execution. The only possible explanation, in our view, is that the Board conducted a rushed search process without any serious diligence. Had this Board conducted proper diligence on Robbert, it would have become evident that, in his only public company CEO role, he mismanaged the integration of a large-scale acquisition, leaving Primo Brands in a precarious position with its customers. Yet for some reason, Phil asserts that the Board believes Robbert will better manage customer relationships than Mike. We encourage the Board to review readily accessible online customer reviews of Primo Brands, which clearly indicate operational failures caused by significant lapses in customer service during Robbert's tenure.We further question the wisdom of making this decision only one month after the departure of a long-tenured, highly credible CFO. This introduces unacceptable risk to the C-suite, which is entirely within the Board's control. According to Phil, Mike was &#34;great&#34; and did nothing wrong. Since there was no urgency to replace Mike, why proceed with this change now? Moreover, if this were a genuine leadership transition, why is there no overlap between Mike's departure and Robbert's start date? Nothing about this decision appears credible.We believe that Chairman Phil Martens poses a significant problem for GPK. As both Board Chairman and the Chair of the Nomination and Governance Committee, he wields outsized influence over the Board. We suspect that director Dean Scarborough's abrupt departure in August of this year was driven by fatigue in his attempts to challenge Phil's misguided leadership and a desire to distance himself from the Board's poor direction. We are convinced that Phil has aimed to undermine Mike's credibility with the Board and orchestrate his removal as CEO. We also worry that Phil played a role in the recent departure of GPK's world class CFO making his presence on the Board even more toxic. We cannot stand idly by while Phil's agenda jeopardizes shareholder value.We note that Phil owns only 26,811 shares—considerably less than the three other long-tenured directors and 99% less than Mike Doss. Phil's decision to sell more than 70% of his shareholding in early August should raise concern. This occurred just days before the announcement of Dean Scarborough's resignation and only a couple of months prior to the ousting of both the CFO and CEO. What information did he have at that time? With nearly no financial incentives tied to shareholder value outcomes at GPK, it is no wonder he feels emboldened to push such a reckless series of actions by this Board.It is our view that every director at GPK bears responsibility for the incredible governance failure occurring at the Company. Directors cannot allow one man to command this much power nor allow the Board to make such objectively bad decisions. We question whether the directors of GPK are fulfilling their basic fiduciary duties.GPK is now facing a self-inflicted crisis created by Phil Martens and this Board. We demand that the Board reverse course and reinstate Mike Doss as CEO immediately. Furthermore, we call for Phil Martens' resignation from the Board. Every shareholder we have consulted desires this outcome as well. Should our demands not be met, we will not hesitate to initiate a very public and active campaign to hold all the directors on this Board accountable.As an immediate next step, we request a meeting with all GPK directors, excluding Phil. If a meeting with at least a majority of these directors is not scheduled by the close of business on Thursday, December 18th, we will commence our public campaign.I look forward to your immediate response. Regards,Ricky SandlerCIO and CEOAbout Eminence Capital, LPEminence 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 &#34;quality value&#34; 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 &#34;forward-looking statements,&#34; which are not guarantees of future performance or results, and the words &#34;anticipate,&#34; &#34;believe,&#34; &#34;expect,&#34; &#34;potential,&#34; &#34;should,&#34; &#34;could,&#34; &#34;threatens,&#34; &#34;estimate,&#34; 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 &amp; Co. +1 (212) 257-4170SOURCE Eminence Capital, LP</div></article></div>

Eminence Capital, which owns 4.2% of Graphic Packaging Holding Company (GPK), has sent a letter to GPK's Board of Directors demanding the immediate reinstatement of former CEO Mike Doss. Eminence criticizes the Board's decision to replace Doss with Robbert Reitbroek, citing Reitbroek's poor track record. They also call for the resignation of Chairman Phil Martens, accusing him of jeopardizing shareholder value. Eminence is evaluating all options to ensure the Board is committed to protecting shareholder value.

Eminence Capital Sends Letter to GPK Board of Directors Seeking Immediate Reinstatement of Mike Doss as CEO | GPK Stock News