GPGI Inc (GPGI) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 28, 2025, to be held virtually, with voting available online, by phone, or mail.

• Record date for voting eligibility is April 3, 2025; proxy materials available online and by request.

• Board unanimously recommends voting in favor of all proposals presented.

Voting matters and shareholder proposals

• Election of three Class I directors for terms expiring in 2028.

• Amendment to increase authorized common stock from 250M to 1B shares.

• Amendment to remove obsolete charter provisions, including those related to the eliminated dual-class structure.

• Amendment to the 2021 Incentive Equity Plan: increase share reserve by 4M, raise annual evergreen from 4% to 6%, and extend plan term to 2035.

• Ratification of Grant Thornton LLP as independent auditor for 2025.

Board of directors and corporate governance

• Board expanded to 10 members following the Resolute Transaction; majority are independent.

• Board divided into three staggered classes; classified structure intended to provide continuity.

• Separate CEO and Executive Chairman roles; regular independent director sessions.

• Controlled company status under Nasdaq rules due to Resolute Compo Holdings' majority ownership.

• Mandatory stock ownership guidelines for executives and directors.