Form SD - Specialized disclosure report
May 17 2024 - 3:02PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SD
Specialized Disclosure Report
Graphic
Packaging Holding Company
(Exact name of registrant as specified in its charter)
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Delaware |
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001-33988 |
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26-0405422 |
(State or other jurisdiction of incorporation or organization) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
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1500 Riveredge Parkway, NW, Atlanta, Georgia |
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30328 |
(Address of principal executive offices) |
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(Zip Code) |
Lauren S. Tashma
Executive Vice President, General Counsel & Secretary
(770) 240-7200
(Name and telephone number, including area code, of the person to contact in connection with this report.)
Check the appropriate box to indicate the rule pursuant to which this form is being filed, and provide the period to which the information in this form
applies:
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Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to December 31, 2023. |
Section 1 - Conflict Minerals Disclosure
Item 1.01 Conflict Minerals Disclosure and Report
Graphic Packaging Holding Company (the Company) is filing a Conflict Minerals Report as Exhibit 1.01 hereto. Such report is also
available on the Companys website at www.graphicpkg.com in the Investors section.
Item 1.02 Exhibit
The Company is filing a Conflict Minerals Report as Exhibit 1.01 hereto.
Section 2 Exhibits
Item 2.01
Exhibits
Exhibit 1.01 Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form.
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 duly authorized undersigned.
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GRAPHIC PACKAGING HOLDING COMPANY |
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By: |
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/s/ Lauren S. Tashma |
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Lauren S. Tashma |
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Executive Vice President, General Counsel and Secretary |
Exhibit 1.01
GRAPHIC PACKAGING HOLDING COMPANY
CONFLICT MINERALS REPORT
For the Year Ended December 31, 2023
This Conflict Minerals Report is presented to comply with Section 13(p) of the Securities Exchange Act of 1934, as amended, and Rule 13p-1 (the Rule) and Form SD promulgated thereunder. The Rule implements reporting and disclosure requirements related to conflict minerals as directed by the Dodd-Frank Wall Street Reform and Consumer
Protection Act of 2010. In accordance with guidance provided by the Securities and Exchange Commission Division of Corporation Finance on April 29, 2014, this Conflict Minerals Report has not been audited by an independent private sector
auditor.
Conflict minerals are defined as cassiterite, columbite-tantalite, wolframite, and their derivatives, which are limited to tin,
tantalum and tungsten, and gold, as well as any other mineral or its derivatives determined by the Secretary of State to be financing conflict in the Democratic Republic of the Congo or an adjoining country. Tin, tantalum and tungsten, together with
gold, are referred to herein as 3TG. Graphic Packaging Holding Company (together with its subsidiaries, the Company) has determined that certain electronic components possibly made with 3TG are necessary to the functionality of certain
of its packaging machinery products. In accordance with the Rule, therefore, the Company was required to undertake a reasonable country of origin inquiry (RCOI) to determine if the 3TG originated in the Democratic Republic of the Congo
or an adjoining country (the Covered Countries) or are from recycled or scrap sources. Because the Company has been unable to definitively determine the country of origin of all of the 3TG used in its products, the Company is required to
exercise due diligence on the 3TGs source, file this Conflict Minerals Report that includes a description of the due diligence measures conducted and post this report to the Companys website.
Company Overview
The Company 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 worlds most widely recognized brands in food, beverage, foodservice, household, and other consumer products. In addition to providing paper-based packaging, the Company designs and manufactures
specialized, proprietary packaging machines that package bottles and cans and, to a lesser extent, non-beverage consumer products. In 2023, less than 1% of total net sales consisted of sales of or lease
payments received for the Companys packaging machinery.
RCOI and Due Diligence Process
Following the initial review of raw material inputs and processes conducted in 2013 and 2014, the Company determined that its paper-based
packaging products do not contain 3TG. For the 2023 RCOI and due diligence process, members of our legal, controllership, environmental, internal audit and supply chain organizations met to discuss and implement the measures that the Company would
take as a part of its RCOI for the 3TG possibly used in electronic parts obtained from various suppliers for the Companys packaging machinery products. The measures were intended to comply, in all material respects with the framework provided
by The Organization for Economic Cooperation and Development (OECD) Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict Affected and High Risk Areas, an internationally-recognized due diligence framework. In
its process, the Company relied upon its direct suppliers to provide information about the existence of 3TG in the components purchased by the Company, as well as the origin of the 3TG, if any, in such components. The Company does not directly
source or use 3TG in any of its own manufacturing processes. Because many of the Companys suppliers operate under existing multi-year contracts, the Company cannot unilaterally require suppliers to provide such information. In addition, as the
Company acquires other companies that supply or refurbish packaging machinery products, the Company must include additional suppliers in its due diligence efforts, some of whom are unfamiliar with the RCOI process. As the Company enters into new
contracts or renews existing contracts, the Company will attempt to include provisions requiring suppliers to provide information about existence of and source of 3TG in their products. The Company expects that it will take a number of years to
ensure that all of its contracts contain provisions requiring its suppliers to provide information about the source of any 3TG in their products.
To determine whether the Companys packaging machinery products contain 3TG, the Company identified suppliers who provided material,
parts and components specifically for incorporation into the Companys packaging machinery during 2023. The Company then sent a letter requesting that each such supplier complete the Electronic Industry Citizenship Coalition Global e-Sustainability Initiative (EICC-GeSI) Conflict Minerals Reporting Template (the Template). The Template provides a standardized method for the Company to use in the collection of representations,
statements and data from its suppliers relative to the presence, use, source and chain of custody of 3TG in materials, parts and components that are incorporated in the Companys packaging machinery products for sale or lease to end-use customers. Along with the Template, the Company submitted the EICC-GeSIs Smelter Reference List, which is a compilation of names and locations of known smelters and refiners.
Of the 134 suppliers that responded, 87 indicated that their products did not contain 3TG. Forty-seven of the suppliers indicated that their
products contained 3TG, but twenty-seven of these suppliers indicated the 3TG was not from the Covered Countries. Of the thirty-five suppliers who responded that their products contained 3TG sourced from the Covered Countries, twenty-seven of the
suppliers indicated that they purchased their products from conflict-free vendors. Four suppliers who purchased 3TG from the Covered Countries indicated that they did not know if the products were sourced from conflict-free vendors. Based on these
responses, the Company was unable to determine definitively whether or not all materials, parts and components incorporated in the Companys packaging machinery products during 2023 that contain or utilize 3TG in their manufacture were sourced
outside the Covered Countries, from conflict-free vendors or are from recycled or scrap sources.
Due Diligence Results
Based on the due diligence process described above and undertaken by the Company, the Company was unable to determine definitively that its
packaging machinery products produced in 2023 are free of Conflict Minerals.
Risk Mitigation and Due Diligence Improvement Program
In the future, the Company intends to take the following steps to continue to try to mitigate the risk that 3TG necessary to the functionality
or production of its products benefits or finances armed groups in Covered Countries:
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Continue to work with suppliers to our legacy and newly acquired businesses to obtain complete and accurate 3TG
sourcing information; |
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Request information again from suppliers to our packaging machinery business by utilizing the EEIC-GeSI Conflict
Minerals Reporting Template; |
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Include provisions requiring suppliers to provide information about existence of and source of 3TG in their
products to the extent possible in new and renewed contracts. |
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