Greif Shareholders Approve Board, Executive Compensation at 2026 Virtual AGM

February 23, 2026 · by Fintool Agent

GEF

Greif shareholders rubber-stamped all management proposals at the industrial packaging company's 2026 Annual Meeting this morning, re-electing all ten directors and approving executive compensation as the Delaware, Ohio-based firm continues to execute on its post-divestiture transformation. 1

The virtual meeting, held at 8:00 a.m. ET, was procedurally brief. Chairman Bruce Edwards called the meeting to order, noting that SEC regulations prohibited any discussion of current quarter financials. 2 With that constraint, the meeting focused exclusively on governance matters: the election of directors, ratification of Deloitte & Touche LLP as independent auditor, and an advisory vote on named executive officer compensation. 3

All three proposals passed comfortably, with inspectors confirming majority approval from Class B shareholders. 4

A Transformed Company

The uneventful AGM belies a year of significant transformation at Greif. The company closed its $1.8 billion containerboard divestiture to Packaging Corporation of America on August 31, 2025, fundamentally reshaping its portfolio and balance sheet. 5

The results have been immediate. Leverage collapsed from 3.6x to 1.2x, with net debt falling from $2.6 billion to $700 million. 6 Management used the cash windfall to repay approximately $1.9 billion in debt and aggressively return capital to shareholders. 7

In Q1 FY2026 alone, Greif completed $130 million in share repurchases—nearly exhausting the $150 million buyback program announced just three months earlier. 8 The board has since authorized an additional $300 million for future repurchases, with management targeting approximately 2% of outstanding shares annually. 9

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Q1 Results Show Cost Discipline Paying Off

The company's Q1 FY2026 results, released January 27, 2026, demonstrated the operating model working as intended. Adjusted EBITDA rose 24% year-over-year to $122.5 million despite revenue declining modestly to $994.8 million from $1,016.7 million. 1 EBITDA margins expanded 260 basis points to 12.3%. 2

"Greif entered fiscal 2026 with strong momentum," CEO Ole Rosgaard said on the January 28 earnings call. "Our 24 percent year-over-year increase in adjusted EBITDA, expanding EBITDA margins, and meaningful cost reductions demonstrate our ability to drive returns in a muted demand environment." 14

The company achieved $65 million in run-rate cost optimization by quarter-end, up from $50 million at the end of Q4 FY2025, primarily through SG&A reductions including a 10% reduction in professional headcount. 15 Management reaffirmed low-end FY2026 guidance of $630 million in adjusted EBITDA and $315 million in adjusted free cash flow. 16

Market Reaction and Stock Performance

Greif shares have responded favorably to the transformation. The stock closed at $74.64 on February 20, up approximately 22% from January 2025 levels and 9% year-to-date. Shares are trading near their 52-week high of $76.82, well above the $49.01 low reached during the transformation period.

The stock gained 1.7% on January 27 when Q1 results were released, though it has traded range-bound since, reflecting the cautious demand outlook management continues to emphasize.

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Industrial Demand Remains "Muted"

Despite the strong financial execution, Greif continues to operate in a challenging environment. Management noted volumes were down approximately 5% in Q1, with particular weakness in fiber and steel products serving chemical and housing end markets. 1

"Our markets have now experienced a multi-year period of industrial contraction, and we have not identified any compelling demand inflection on the horizon," CFO Larry Hilsheimer stated in the earnings release. 2

The company's guidance bridge assumes flat volumes for the full year, with commercial team reorganization and organic capacity investments expected to offset continued macro headwinds. Rosgaard noted the company has "transformed our commercial organization from farmers to hunters" and is targeting growth CapEx in high-return end markets including mining in Southern Africa and capacity expansion in India and Singapore. 3

Board Composition

The re-elected board of directors includes: 4

What to Watch

The next catalyst for Greif is the Q2 FY2026 earnings release, expected in late May or early June. Key items investors will monitor:

• Volume trends: Management expects small plastics volumes to improve sequentially in Q2 due to agricultural seasonality. 15
• Cost optimization: The company targets $80-90 million in run-rate savings by fiscal year-end, up from $65 million currently. 16
• Capital allocation: Execution on the $300 million buyback authorization and potential tuck-in acquisitions. 17
• OCC pricing: Fiber price/cost tailwinds will anniversary in the second half of FY2026. 18

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