At the Annual Meeting of Stockholders held on May 13, 2009, the Company's stockholders approved amendments to the Graphic Packaging Corporation 2004 Stock and Incentive Compensation Plan (i) to increase the number of shares of Graphic Packaging Holding Company's common stock that may be granted pursuant to awards by 12,000,000 shares; (ii) to reapprove and add to a list of qualified business criteria for performance-based awards; and (iii) to make other conforming changes. A description of the material terms of the Graphic Packaging Holding Company Amended and Restated 2004 Stock and Incentive Compensation Plan was included in the Company's Definitive Proxy Statement on Schedule 14A (File No. 001-33988) as filed with the Securities and Exchange Commission on April 23, 2009.
Item 9.01 Financial Statements and Exhibits.

Exhibits

99.1       Graphic Packaging Holding Corporation Amended and Restated 2004 Stock
           and Incentive Compensation Plan (incorporated herein by reference to
           Appendix A of the Registrant's Definitive Proxy Statement on
           Schedule 14A (File No. 001-33988) filed with the Securities and Exchange
           Commission on April 23, 2009).