Results of Operations · Shareholder Vote

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549   FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 1, 2024 (February 26, 2024) Date of Report (Date of earliest event reported) GREIF, INC. (Exact name of registrant as specified in its charter) Delaware 001-00566 31-4388903 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 425 Winter Road , Delaware Ohio 43015 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: ( 740 )  549-6000 Former name, former address and former fiscal year, if changed since last report: Not Applicable     Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐     If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered Class A Common Stock GEF New York Stock Exchange Class B Common Stock GEF-B New York Stock Exchange Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): ☐      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Section 2 – Financial Information Item 2.02.    Results of Operations and Financial Condition. On February 28, 2024, Greif, Inc. (the "Company") issued a press release (the “Earnings Release”) announcing the financial results for its first quarter ended January 31, 2024. The full text of the Earnings Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The Earnings Release includes various non-GAAP financial measures, including measures such as net income excluding the impact of certain adjustments, earnings per diluted Class A share excluding the impact of certain adjustments, consolidated adjusted EBITDA, adjusted free cash flow and net debt. Management of the Company uses these non-GAAP financial measures to evaluate ongoing operations and believes that these non-GAAP financial measures are useful to investors. The exclusion of the impact of the identified adjustments enable management and investors to perform meaningful comparisons of current and historical performance of the Company. Management of the Company also believes that the exclusion of the impact of the identified adjustments provides a stable platform on which to compare the historical performance of the Company and that investors desire this information. The non-GAAP financial measures included in the Earnings Release should be read together with our financial results. These non-GAAP financial measures should not be considered an alternative or substitute for, and should not be considered superior to, our reported financial results. Accordingly, users of this financial information should not place undue reliance on the non-GAAP financial measures included in the Earnings Release. Section 5 – Corporate Governance and Management Item 5.07.    Submission of Matters to a Vote of Security Holders The Annual Meeting of Stockholders (the "Annual Meeting") of the Company was held on February 26, 2024. At the Annual Meeting, the holders of the Company's Class B Common Stock voted on the following proposals and cast their votes as described below. Proposal 1 To elect the following persons as directors for one-year terms: Ole G. Rosgaard, Vicki L. Avril-Groves, Bruce A. Edwards, Mark A. Emkes, John W. McNamara, Frank C. Miller, Karen A. Morrison, Robert M. Patterson and Kimberly T. Scott, the nine persons nominated by the Company’s Board of Directors. PROPOSAL 001 ELECTION OF DIRECTORS *** FOR WITHHELD Ole G. Rosgaard 17,050,487 22,493 Vicki L. Avril-Groves 16,913,927 159,053 Bruce A. Edwards 17,042,399 30,581 Mark A. Emkes 17,041,287 31,693 John W. McNamara 16,232,027 840,953 Frank C. Miller 15,788,598 1,284,382 Karen A. Morrison 17,054,411 18,569 Robert M. Patterson 17,058,901 14,079 Kimberly T. Scott 16,254,018 818,962 Proposal 2 To consider and vote upon the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent auditor for fiscal year 2024: PROPOSAL 002 ADVISORY VOTE ON RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR FISCAL YEAR 2024 *** FOR AGAINST ABSTAIN TOTAL SHARES VOTED 18,989,938 6,972 10,360 Section 7 – Regulation FD Item 7.01.    Regulation FD Disclosure. i. Transcript of Conference Call On February 29, 2024, management of the Company held a conference call with interested investors and financial analysts (the “Conference Call”) to discuss the Company’s financial results for its first quarter ended January 31, 2024. The file transcript of the Conference Call is furnished as Exhibit 99.2 to this Current Report on Form 8-K. Section 9 – Financial Statements and Exhibits Item 9.01. Financial Statements and Exhibits.   (d) Exhibits. Exhibit No. Description 99.1 Press release issued by Greif Inc. on February 28, 2024 announcing the financial results for its first quarter ended January 31, 2024. 99.2 File transcript of conference call with interested investors and financial analysts held by management of Greif Inc. on February 29, 2024. SIGNATURES 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 undersigned hereunto duly authorized.   GREIF, INC. Date: March 1, 2024 By /s/ Lawrence A. Hilsheimer Lawrence A. Hilsheimer, Executive Vice President and Chief Financial Officer