Avery Dennison Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits
$AVY
Containers/Packaging
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
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Section 5 — Corporate Governance and Management
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) Avery Dennison Corporation (the “Company”) held its 2025 Annual Meeting of Stockholders in a virtual-only format on April 24, 2025.
(b) At the meeting, a total of 71,482,309 shares of the Company’s common stock, representing 90.5% of the 78,965,996 shares outstanding and eligible to vote as of the February 24, 2025 record date for the meeting established by the Company’s Board of Directors (the “Board”) were represented in person or by proxy, constituting a quorum. The Company’s stockholders (i) elected Bradley Alford, Mitchell Butier, Ward Dickson, Andres Lopez, Maria Fernanda Mejia, Francesca Reverberi, Patrick Siewert, Deon Stander and William Wagner to the Board for a one-year term; (ii) approved, on an advisory basis, the Company’s executive compensation; (iii) ratified the appointment of PwC as the Company’s independent registered public accounting firm for fiscal year 2025; and (iv) did not approve a stockholder proposal for a stockholder approval requirement for excessive golden parachutes.
The final results of the voting for the nine director nominees named in the Company’s proxy statement filed with the Securities and Exchange Commission on March 7, 2025 (the “2025 Proxy Statement”) were as follows:
| Director Nominee | For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||||
| Bradley Alford | 62,460,080 | 4,477,364 | 142,402 | 4,402,463 | ||||||||||||||||||||||
| Mitchell Butier | 65,178,803 | 1,838,389 | 62,654 | 4,402,463 | ||||||||||||||||||||||
| Ward Dickson | 65,571,326 | 1,443,280 | 65,240 | 4,402,463 | ||||||||||||||||||||||
| Andres Lopez | 65,907,334 | 1,104,136 | 68,376 | 4,402,463 | ||||||||||||||||||||||
| Maria Fernanda Mejia | 66,439,892 | 572,933 | 67,021 | 4,402,463 | ||||||||||||||||||||||
| Francesca Reverberi | 66,292,247 | 723,525 | 64,074 | 4,402,463 | ||||||||||||||||||||||
| Patrick Siewert | 61,762,799 | 4,464,159 | 852,888 | 4,402,463 | ||||||||||||||||||||||
| Deon Stander | 65,818,915 | 1,189,852 | 71,079 | 4,402,463 | ||||||||||||||||||||||
| William Wagner | 58,894,052 | 7,948,139 | 237,655 | 4,402,463 | ||||||||||||||||||||||
The final results of the voting for proposals 2, 3 and 4 described in the 2025 Proxy Statement were as follows:
| Proposal | For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||||
| Approval, on an advisory basis, of the Company’s executive compensation | 63,308,259 | 3,317,363 | 454,224 | 4,402,463 | ||||||||||||||||||||||
| Ratification of appointment of PwC as the Company’s independent registered public accounting firm for fiscal year 2025 | 66,267,638 | 5,146,777 | 67,894 | — | ||||||||||||||||||||||
| Vote on a stockholder proposal for a stockholder approval requirement for excessive golden parachutes | 4,085,131 | 62,841,981 | 152,734 | 4,402,463 | ||||||||||||||||||||||
Section 8 — Other Events
Item 8.01 Other Events.
On April 24, 2025, the Board authorized the repurchase of additional shares of the Company’s common stock with a fair market value of up to $750 million (excluding any fees, commissions or other expenses related to such purchases and in addition to any amount outstanding under any previous Board authorization).
Section 9 — Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
| Exhibit Number | Exhibit Title | |||||||
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) | |||||||
EXHIBIT INDEX
| Exhibit Number | Exhibit Title | |||||||
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) | |||||||
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.
| AVERY DENNISON CORPORATION | |||||||||||
| Date: April 28, 2025 | By: | /s/ Deon M. Stander | |||||||||
Name: Deon M. Stander | |||||||||||
| Title: President and Chief Executive Officer | |||||||||||