AMCOR PLC - DEF 14A

DEF 14A 1 lamcr2021_def14a.htm AMCOR PLC - DEF 14A AMCOR PLC - DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant

Filed by a Party other than the Registrant

Check the appropriate box:
	Preliminary Proxy Statement
	CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
	Definitive Proxy Statement
	Definitive Additional Materials
	Soliciting Material Pursuant to Section 240.14a-12

AMCOR PLC

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
	No fee required.
	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid:
	Fee paid previously with preliminary materials.
	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1) Amount Previously Paid: (2) Form. Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed:

Dear Amcor
Shareholders

September 29, 2021

Graeme Liebelt
Chairman

Ron Delia
CEO

Amcor delivered an outstanding fiscal year 2021 (FY21), defined by growing momentum and record results. Our teams delivered growth and increased EBIT margins despite a highly dynamic operating environment with global supply chain disruptions, high raw material inflation and continued effects from the pandemic.

We advanced our strategic agenda across multiple key dimensions – investing for organic growth in our most attractive segments, accelerating innovation, commercializing more sustainable product platforms and integrating the Bemis acquisition. The foundations of our business are stronger than ever, which means we are uniquely positioned for future growth and continued success.

Safety first

Safety has long been a core value at Amcor. This past year we continued advancing toward our ultimate goal of an injury-free workplace: we experienced 23% fewer injuries compared to the prior year and 53% of our sites worldwide were injury-free for at least 12 consecutive months.

The health of our colleagues and their families was especially front and center due to COVID-19. Throughout the pandemic, we stayed true to three guiding principles: keeping our people safe and healthy; keeping our business running; and supporting our communities. Our sites remained operational thanks to high employee engagement and disciplined adherence to thorough protocols.

Our teams also contributed with hundreds of initiatives to donate resources, time and essential supplies to local communities around the world. We are extremely proud of and thankful for how our people live the value of safety every day.

Record results

The business achieved record results in FY21: year over year, adjusted EBIT was 8% higher and adjusted earnings per share grew by 16%, both on a comparable basis.

As the year progressed, we saw strong momentum building across our businesses through a combination of organic growth, disciplined margin management and cost control. Both our Flexibles and Rigid Packaging segments contributed to margins expanding to 12.6% despite supply chain constraints and steep raw material cost increases. Rigorous focus on elements under our control was key in delivering $1.1 billion of free cash flow while increasing capital investments to grow in higher value, faster growing segments.

We generated $75 million in synergy benefits from the Bemis acquisition and expect to exceed the original $180 million three-year target by at least 10%.

Delivering value

Our strong results translated into free cash flow of $1.1 billion and enabled more than $1 billion in cash returns to shareholders through a higher annual dividend and the repurchase of $350 million in shares – about 2% of total shares outstanding.

Amcor continues to generate value for shareholders in three ways:

•	Organic earnings growth supported by disciplined capital expenditure.
•	An attractive, growing dividend paid quarterly.
•	Strategic acquisitions and regular share repurchases.

Through those three factors, Amcor provided shareholders with a total return of 21% in fiscal year 2021, exceeding our long-term average range of 10%-15% per year.

Stronger foundations

With the integration of our transformational Bemis acquisition essentially complete, Amcor now enjoys a truly global footprint in flexible packaging and an even more compelling customer value proposition – especially in high value market segments.

Across both rigid and flexible packaging, we are in a stronger strategic position than we have ever been and hold leadership positions in every major geographic region. These market positions combined with our unique capabilities will unlock new growth opportunities and drive sustainable value for all stakeholders.

Continued demand from our customers and their consumers for more sustainable, responsible packaging solutions presents a substantial growth opportunity. Amcor is uniquely positioned to seize it thanks to our expanding portfolio of innovative solutions and our close partnership with some of the world’s biggest brands.

We have continued to invest in our innovation capabilities, expanding our network of research and development centers globally. We recently announced plans to construct two new innovation centers in Asia and Europe to give our customers access to best-in-class facilities wherever they are in the world.

We have also been looking outside to augment our own capabilities and open avenues for additional growth. To this end, we established a new partnership with Michigan State University’s School of Packaging – the first, largest and most prestigious school in the US dedicated to packaging – to help ensure we are fostering the future generation of talent in our industry. We also created a new corporate venturing team, who made their first investment in ePac Flexible Packaging, a leader in the high quality, short run length digital printing segment for flexible packaging.

Bright outlook

Amcor finishes the year having made considerable progress towards our ambition of being THE leading global packaging company. Our continued success confirms our strategy is sound, resilient and working.

Looking ahead, our unique combination of scale, footprint, segment participation and capabilities pave the way for further growth and value creation for shareholders. There is clear momentum building across our business and we expect another year of strong results in fiscal 2022.

We hope you can see the investment case in Amcor today is the strongest it has ever been, and we thank you for your continued support.

Very truly yours,

Notice of Annual Meeting of Shareholders

When:

November 10, 2021
at 3:00 P.M. EST,
8:00 P.M. GMT and
7:00 A.M. (Nov. 11) AEDT

Items of Business:

3 Proposals are listed below.

Who Can Vote:

Shareholders of Amcor’s common stock and CHESS depositary interests at the close of business on September 15, 2021.

Attending the Meeting:

See page 49 for information.

Where:

The Langham Hotel
1C Portland Place
London W1B 1JA
United Kingdom

Date of Mailing:

The date of mailing of this Proxy Statement is on or about September 29, 2021.

Items of Business

1.	To elect eleven Directors for a term of one year;
2.	To ratify the appointment of PricewaterhouseCoopers AG as our independent registered public accounting firm for fiscal year 2022;
3.	To cast a non-binding, advisory vote on the Company’s executive compensation (“Say-on-Pay Vote”); and
4.	To transact such other business as may properly come before the meeting.

Your vote is important to us. Please execute your proxy promptly.

September 29, 2021
By Order of the Board of Directors

Damien Clayton,

Secretary

83 Tower Road North
Warmley, Bristol BS30 8XP
United Kingdom

Record Date

Only shareholders of record at the close of business on September 15, 2021, will be entitled to receive notice of and to vote at the meeting. Most shareholders have a choice of voting over the Internet, by telephone or by using a traditional proxy card or voting instruction form. Please refer to the attached proxy materials or the information forwarded to you by your bank, broker or other holder of record to see voting methods available to you.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on November 10, 2021:

The Proxy Statement, 2021 Annual Report and 2021 Form 10-K are available on our website at www.amcor.com/investors.

How to Cast Your Vote (See page 46)
You can vote by any of the following methods:

By internet	By telephone	By mailing your proxy card

Proxy Statement Summary

Our proxy statement contains information about the matters that will be voted on at our Annual General Meeting of Shareholders (the “Annual Meeting”) as well as other helpful information about Amcor plc (the “Company”). Below is an executive summary that highlights certain information contained elsewhere in our proxy statement. We encourage you to read the entire proxy statement carefully before voting.

Matters to Be Voted on at the 2021 Annual Meeting

Proposal		Board Recommendation	For More Detail, See Page:
1.	Election of Directors	FOR each Nominee	9
2.	Ratification of PricewaterhouseCoopers AG as our independent registered public accounting firm for fiscal year 2022	FOR	42
3.	Non-binding, advisory vote to approve the Company’s executive compensation	FOR	43

Amcor plc

Amcor plc is a holding company incorporated under the laws of the Bailiwick of Jersey in July 2018 in order to effect the merger (the “Bemis Transaction”) of Amcor Limited and Bemis Company, Inc. (“Bemis”), which closed on June 11, 2019. Amcor is a global leader in developing and producing responsible packaging for food, beverage, pharmaceutical, medical, home and personal-care, and other products. Amcor has the global reach, scale and technical capabilities to offer an unrivaled value proposition for customers and works with leading companies around the world to protect their products and the people who rely on them, differentiate brands, and improve supply chains.

Business Highlights

	Fiscal 2021 was an outstanding year on multiple dimensions
	Momentum building through the year and we expect another strong year in FY22
	Bemis integration complete, exceeding expectations and creating a stronger foundation for future growth
	Investing behind organic growth drivers, including sustainability

AMCOR plc | 2021 Proxy Statement

Nominees for Directors

		Director			Committee Memberships
Name	Age	Since	Primary Occupation	Independent	A	NG	C	E
Graeme Liebelt	67	2012	Former Managing Director & CEO, Orica Limited
Armin Meyer	72	2010	Former CEO & Chairman, Ciba Ltd.
Ron Delia	50	2015	CEO, Amcor plc
Achal Agarwal	62	Nominee	Former Chief Strategy & Transformation Officer, Kimberly-Clark Corporation
Andrea Bertone	60	2019	Former President, Duke Energy International LLC
Susan Carter	62	2021	Former SVP & CFO, Ingersoll-Rand Plc
Karen Guerra	65	2010	Former President & Director General, Colgate Palmolive France
Nicholas (Tom) Long	62	2017	Former CEO, MillerCoors, LLC
Arun Nayar	70	2019	Former EVP & CFO, Tyco International
Jeremy Sutcliffe	64	2009	Former Chairman, CSR Limited
David Szczupak	66	2019	Former EVP, Whirlpool

Chairman of the Board Deputy Chairman of the Board Committee Chair

A: Audit Committee NG: Nominating & Corporate Governance Committee C: Compensation Committee E: Executive Committee

AMCOR plc | 2021 Proxy Statement

Corporate Governance Highlights

	All non-employee Directors are independent
	Independent Chairman of the Board
	Regular executive sessions of independent Directors
	Annual election of all Directors
	Proactive shareholder engagement program
	Single class of shares
	No shareholder rights plan (poison pill)
	Shareholder right to call special meeting
	Stock ownership requirements for Directors and Executive Officers
	Active Board and Audit Committee oversight of risk management, including cybersecurity
	Annual Comprehensive Board and committee evaluations
	Ongoing Board refreshment with an emphasis on diversity
	Mandatory Director retirement at age 75

Executive Compensation Highlights

Amcor’s executive compensation framework has played a key role in aligning the organization following the Bemis Transaction, in addition to incentivizing delivery of synergies, earnings growth and value creation for shareholders. The key highlights are as follows:

•	An outstanding fiscal year 2021 result; a reduction in safety recordable cases by 23%, an increase in adjusted EPS by 16%, cash flow of $1.1 billion, and approximately $75 million of cost synergies from the Bemis Transaction (with total synergies expected to exceed original $180 million target by at least 10%).
•	Continuing review of the compensation structure to better reflect a company that has an increasing presence in the United States, which is also a key source of executive talent.
•	Variable compensation is 100% performance-based and at-risk ensuring strong alignment to shareholder value creation.

	WHAT WE DO
	Variable incentives are 100% performance-based and 100% at-risk
	To ensure alignment with shareholders, the shareholder value creation model is the basis for the performance conditions used for incentives
	For the LTI to vest in full, it requires adjusted EPS to grow by 10% per annum, returns to be 12% or more, and upper quartile relative total shareholder return performance
	Stock ownership requirements for Executive Officers
	Clawback policy applicable to awards in event of fraud, dishonesty, breach of obligations and certain restatements

	WHAT WE DON’T DO
	No multi-year employment agreements or excessive executive severance
	No repricing of options without shareholder approval
	No excise tax reimbursement for payments made in connection with a change in control
	No hedging of equity awards
	No payment of dividends on unearned performance-based awards
	No evergreen provision in our 2019 Omnibus Management Share Plan

AMCOR plc | 2021 Proxy Statement

Sustainability

Sustainability at Amcor

We are excited about the progress we made in fiscal year 2021 to accelerate momentum around responsible packaging and respond to the challenge of keeping products out of the environment at the end of their use. This progress has been achieved through the combination of advances in innovation for packaging design, collaboration for waste management infrastructure and education for greater consumer participation.

Our expertise in developing more responsible packaging, combined with our global presence, makes us the partner of choice for market-leading, sustainability-focused brands and is a key opportunity that fuels our continued growth.

One such example is our partnership with Mars Food for the application of HeatFlex – a designed to be recycled solution in the retort pouch segment that is transforming the recyclability of packaging in flexibles. Launched as a pilot early in 2021, we brought the industry’s first food-safe microwaveable rice pouch to market in a ground-breaking move that represents significant progress toward our commitment to deliver more sustainable products.

In addition to our $100 million annual R&D spend, we are investing in innovation pilots and developing talent in packaging sustainability in cooperation with Michigan State University to create continuous value for all stakeholders and to deliver innovative, more sustainable packaging solutions.

Sustainability informs every aspect of Amcor’s activities – from employment practices to sourcing and manufacturing. Through our EnviroAction program, we are continuously reducing our carbon footprint, cutting down on waste and minimizing water usage. By 2030, Amcor will reduce its greenhouse gas emissions intensity by 60% compared to the 2006 baseline.

We are pleased that, this year, Amcor was recognized for our sustainability leadership by FTSE4Good, Ethibel Excellence Investment Register, the Institutional Shareholder Services ESG program, Ecovadis and the MSCI and achieved an A- score in climate change from the Carbon Disclosure Project (CDP).

Sustainability remains our most significant long-term
organic growth opportunity

Responsible packaging is the answer

Amcor is uniquely positioned as industry leader with

Scale, Resources and Capabilities

AMCOR plc | 2021 Proxy Statement

TABLE OF CONTENTS

Notice of Annual Meeting of Shareholders		3

Proxy Statement Summary		4
Matters to Be Voted on at the 2021 Annual Meeting		4
Amcor plc		4
Business Highlights		4
Nominees for Directors		5
Corporate Governance Highlights		6
Executive Compensation Highlights		6
Sustainability		7

Proposal 1: Election of Directors		9
Director-Nominees		9

Director Compensation Summary		13
Fiscal Year 2021 Director Compensation		13

Board Composition		14
Director Independence		14
Board Diversity		14
Board Refreshment		14
Board Leadership Structure		14

Board Operations		15
Corporate Governance Documents		15
Committees of the Board		15
Director Meeting Attendance		16

Key Areas of Board Oversight		17
Risk Management		17
Enviromental, Social and Governance (ESG) Matters		17
Cybersecurity Risk Oversight		18
Human Capital Management		18

Board Governance Practices		18
Board Evaluation Process		18
Shareholder Engagement		19
Recommendations for Directors		19
Communications with the Board		19

Transactions with Related Parties		20
Standards for Approval of Transactions		20
Transactions with Related Parties during Fiscal Year 2021		20

Security Ownership of Directors and Executive Officers		21

Security Ownership of Certain Beneficial Owners		22

Delinquent Section 16(a) Reports		22

Executive Compensation Discussion and Analysis		23
Named Executive Officers		23
Introduction and 2021 Highlights		23
Compensation Policy		25
Elements of Compensation		26
Employment Agreements		30
Minimum Shareholding Policy		30
Hedging Policy		30
Compensation Recovery Policy		31
Compensation Committee Report		31

Executive Compensation Tables		32
2021 Summary Compensation Table		32
2021 Benefits, Relocation Expenses, Plan Contributions and Tax-Related Payments		33
2021 Grants of Plan-Based Awards		34
Outstanding Equity Awards at 2021 Fiscal Year-End		35
2021 Option Exercises and Stock Vested		37
2021 Nonqualified Deferred Compensation		37
Potential Payments Upon Termination or Change in Control		38
CEO Pay Ratio		38

Report of the Audit Committee		40
Independent Registered Public Accountant Fees		41

Proposal 2:	Ratification of the Appointment of PricewaterhouseCoopers AG as Our Independent Registered Public Accounting Firm for Fiscal Year 2022	42

Proposal 3:	Advisory Vote on Executive Compensation (“Say-On-Pay Vote”)	43

Important Information about the Proxy Materials and Voting Your Shares		44

Submission of Shareholder Proposals and Nominations		48
Proposals for Inclusion in Proxy Statement		48
Other Proposals and Nominees		48
Notice Requirements		48

Important Notice Regarding Availability of Proxy Materials for the Annual General Meeting of Shareholders to Be Held on November 10, 2021		49

Admission Policy		49

Coronavirus (COVID-19)		49

AMCOR plc | 2021 Proxy Statement

Description	Fee
Retainer fees	• Chair: $520,200⁽¹⁾ • Deputy Chair: $312,120 • Directors, other than the Chair and Deputy Chair: $260,100
Committee fees	• Audit Committee Chair: $31,212 • Audit Committee Member: $15,606 • Compensation Committee Chair: $20,808 • Compensation Committee Member: $10,404 • Nominating and Corporate Governance Committee Chair: $15,606 • Nominating and Corporate Governance Committee Member: $7,283
Delivery of fee	• 50% restricted share units (restricted for two years) • 50% cash
Minimum shareholding requirements	• 5x cash retainer, accumulated over five years

Name	Fees Earned or Paid in Cash ($)⁽¹⁾	Stock Awards ($)	Employer Contributions to defined contribution pension plans ($)⁽²⁾	Total ($)
Graeme Liebelt	241,788	260,111	16,187	518,086
Armin Meyer	165,104	166,465		331,569
Andrea Bertone	134,147	135,257		269,404
Susan Carter⁽³⁾	68,927	126,150		195,076
Karen Guerra	132,599	133,695		266,294
Nicholas (Tom) Long	137,759	138,902		276,661
Arun Nayar	144,466	145,660		290,126
Jeremy Sutcliffe	123,311	133,695	9,288	266,294
David Szczupak	136,727	137,860		274,587
Philip Weaver	134,147	135,257		269,404

(1)	Directors received a fixed “base” fee for their role as board members, plus additional fees for members and chairs of committees. The Chair does not receive additional fees for his involvement with board committees.
(2)	Certain Directors live in jurisdictions requiring statutory pension contributions. For those Directors, the cash portion of the retainer fees are reduced by the amount of the statutory pension contributions.
(3)	Ms. Carter joined the Amcor Board of Directors effective January 1, 2021. Amounts listed in the table above are pro-rated based on her start date.

•	Memorandum of Association and Articles of Association	•	Compensation Committee Charter
•	Corporate Governance Guidelines	•	Nominating and Corporate Governance Committee Charter
•	Executive Committee Charter	•	Code of Business Conduct and Ethics
•	Audit Committee Charter

•	The integrity and fair presentation of the financial statements of Amcor and related disclosure;
•	The qualifications, performance and independence of Amcor’s independent auditor;
•	The performance of Amcor’s internal audit function;
•	Amcor’s systems of internal controls over financial reporting; and
•	Amcor’s legal and ethical compliance policies and programs.

•	Reviewing and recommending the compensation of the CEO and Directors, and determining and approving compensation for Amcor’s executive officers who report directly to the CEO;
•	Evaluating the performance of Amcor’s CEO and performance of executive officers who report directly to the CEO;
•	Evaluating officer and Director compensation plans, policies and programs generally;
•	Reviewing the Compensation Discussion and Analysis for inclusion in the proxy statement; and
•	Reviewing Amcor’s management succession planning.

•	Identifying and recommending to Amcor’s Board individuals qualified to serve as Directors of Amcor;
•	Reviewing the nominations for new Directors from all sources against criteria established for selection of new Directors and nominees for vacancies on the Board;
•	Overseeing the annual evaluations of the Board and the Board committees; and
•	Advising Amcor’s Board with respect to its composition, governance practices and procedures.

•	The position within or relationship of the Related Party with the Company;
•	The materiality of the transaction to the Related Party and the Company;
•	The business purpose for and reasonableness of the transaction;
•	Whether the transaction is comparable to a transaction that could be available to an unrelated party, or is on terms that the Company offers generally to persons who are not Related Parties;
•	Whether the transaction is in the ordinary course of the Company’s business; and
•	The effect of the transaction on the Company’s business and operations.

Name of Beneficial Owner	Amount and Nature of Beneficial Ownership⁽¹⁾	Percentage of Outstanding Shares
Graeme Liebelt	104,191	*
Armin Meyer	56,801	*
Ron Delia	1,454,346	*
Achal Agarwal	0
Andrea Bertone	962	*
Susan Carter	0
Karen Guerra	52,183	*
Nicholas (Tom) Long	9,945	*
Arun Nayar	54,046	*
Jeremy Sutcliffe	69,095	*
David Szczupak	100,124	*
Philip Weaver	203,537	*
Michael Casamento	367,248	*
Peter Konieczny	479,260	*
Eric Roegner	454,283	*
Fred Stephan	129,459	*
Michael Zacka	1,290,152	*
All Executive Officers and Directors as a Group (18 persons)	5,935,562	*

Name and Address of Beneficial Owner	Number of Shares Beneficially Owned	Percent of Outstanding Shares
BlackRock, Inc.⁽¹⁾	107,754,819	6.90%
55 East 52nd Street
New York, NY 10022
State Street Corporation⁽²⁾	84,272,982	5.37%
One Lincoln Street
Boston, MA 02111

(1)	Based on information contained in a Schedule 13G filed by such beneficial holder with the SEC on January 29, 2021, BlackRock has sole voting power over 95,698,584 shares, and sole dispositive power over 107,754,819 shares.
(2)	Based on information contained in a Schedule 13G filed by such beneficial holder with the SEC on February 16, 2021, State Street has shared voting power over 76,613,286 shares and shared dispositive power over 84,261,234 shares.

RONALD DELIA	Chief Executive Officer
MICHAEL CASAMENTO	Executive Vice President, Finance and Chief Financial Officer
PETER KONIECZNY⁽¹⁾	Former President, Amcor Flexibles Europe, Middle East and Africa
ERIC ROEGNER	President, Amcor Rigid Packaging
L. FREDERICK STEPHAN	President, Amcor Flexibles North America
MICHAEL ZACKA⁽²⁾	President, Amcor Flexibles Europe, Middle East & Africa

(1)	Effective September 1, 2020, Mr. Konieczny became Chief Commercial Officer, at which time he ceased to be an executive officer.
(2)	Effective September 1, 2020, Mr. Zacka became President, Amcor Flexibles Europe, Middle East & Africa, at which time he became an executive officer.

•	Align compensation to business strategy and outcomes that deliver value to shareholders.
•	Drive a high-performance culture by setting challenging objectives and rewarding high-performing individuals.
•	Ensure compensation is competitive in the relevant employment marketplace to support the attraction, engagement and retention of executive talent.

•	Base salaries

•	Short-term incentive (STI); delivered through a combination of cash and deferred equity

•	Long-term incentive (LTI)

(1)	Represents an average across all NEOs, other than the CEO.
(2)	Deferred component of the STI delivered as restricted share units over Amcor shares that are restricted for two years following payment of the cash portion of the STI.

Name	STI % at Target (as % of Base Salary)	STI % Range	STI % Actual	STI Payment (USD)⁽¹⁾		Deferred Equity Awarded (USD)		Deferred Equity Award (No. RSUs)⁽¹⁾
Ron Delia	120%	0% to 180% of base salary	180%	$	3,008,167	$	1,504,084	130,414
Michael Casamento	75%	0% to 150% of base salary	150%	$	1,385,922	$	692,961	60,084
Peter Konieczny	75%	0% to 150% of base salary	139%	$	1,779,464	$	889,732	77,145
Eric Roegner	75%	0% to 150% of base salary	150%	$	1,473,467	$	736,733	63,879
Fred Stephan	75%	0% to 150% of base salary	149%	$	1,308,472	$	654,236	56,726
Michael Zacka	75%	0% to 150% of base salary	104%	$	1,248,521	$	624,261	54,127

Category	Safety Targets	Financial Targets	Strategy and Organizational Development Goals
Weighting	5%	80-85%	10-15%
Outcome	Target met and exceeded	Targets met and exceeded	Targets met and exceeded
Comments	• 23% fewer recordable cases than fiscal year 2020	• Increase in adjusted EPS, including synergy capture, of 16% • Cash flow of $1.1 billion • Bemis integration completed – synergy capture ahead of expectations ($75 million in fiscal year 2021) with total synergies expected to exceed original $180 million target by at least 10%	• Talent and organizational alignment, delivery of strategic projects

•	All NEOs had a safety objective to reduce recordable cases.

•	Financial metrics included both consolidated and Business Group specific metrics including earnings, cash flow, average working capital, and sales growth metrics. Metrics and weighting for each ensured NEOs were incentivized to focus on objectives specific to their respective business groups.

•	These NEOs were assigned strategy and organizational development goals, where applicable to the role, with a focus on talent and organizational alignment. This was essential to the successful integration of the Bemis business.

•	Half of the award is determined based on constant currency adjusted EPS growth over a three-year performance period, with 5% average annual adjusted EPS growth resulting in 50% of this portion of the award vesting, and 10% average annual adjusted EPS growth resulting in full vesting of this portion of the award (subject to linear interpolation between these two points). There is a further condition that Amcor’s adjusted RoAFE is at or above 12%. If average annual adjusted EPS growth is less than 5%, or RoAFE is less than 12%, this portion of the award will not vest.¹

•	The other half of the award is based on relative TSR performance over a three-year performance period against two peer groups with equal weighting; an ASX-based group and an international packaging group, with 50th percentile TSR resulting in 50% of this portion of the award vesting, and 75th percentile TSR resulting in full vesting of this portion of the award (subject to linear interpolation between these two points). There is no vesting of this portion of the award for performance below the 50th percentile. The use of these two peer groups reflect Amcor’s Australian and international shareholder base.

ASX-BASED TSR GROUP²:
The A2 Milk Company	CSL Limited	ResMed Inc
Ansell Limited	Downer EDI Limited	Sonic Healthcare Limited
Boral Limited	Fletcher Building Limited	Sydney Airport Holdings Limited
Brambles Limited	Goodman Group	Telstra Corporation Limited
CIMIC Group Limited	Incitec Pivot Limited	Transurban Group
Cleanaway Waste Management Limited	James Hardie Industries plc	Treasury Wine Estates Limited
Coca-Cola Amatil Limited	Orora Limited	Wesfarmers Limited
Cochlear Limited	Qantas Airways Limited	Woolworths Group Limited
Coles Group Limited	Ramsay Health Care Limited
Computershare Limited	Reliance Worldwide Corporate Limited

INTERNATIONAL PACKAGING TSR GROUP²:
AptarGroup, Inc.	Graphic Packaging International, Inc.	Sealed Air Corporation
Ball Corporation	Huhtamäki Oyj	Silgan Holdings, Inc.
Berry Global Group, Inc.	International Paper Company	Sonoco Products Company
CCL Industries Inc.	Mayr-Melnhof Karton AG	WestRock Company
Crown Holdings, Inc.	O-I Glass, Inc.

(1)	Amcor’s Board of Directors has flexibility to adjust the EPS and RoAFE hurdles, or adjust the structure of these hurdles, to ensure they remain appropriate in the event of material events or strategic initiatives that affect the relevance of the performance conditions.

(2)	Certain events may occur (e.g. M&A, public to private transactions) that could affect the composition of the peer group. The Board has, accordingly, retained discretion to determine how those events will be treated at the time they arise. This may result in the alteration of the composition of the peer group from time to time. The Board also retains the discretion to deal with any other material event that affects the relevance of any member in the peer group.

1.	Reviewed and consolidated the two separate TSR peer groups into one group (detailed below). This single TSR peer group provides a shareholder perspective of Amcor’s relative performance against comparable companies both in Australia and internationally.

2.	Introduced a threshold performance level to better align to US market practice and ensure that performance continues to be incentivized across a broader range of TSR performance. The threshold performance level will begin at the 35th percentile, where half of the target-level award will be earned. Target-level will be earned for performance at the 50th percentile, with full vesting at the 75^thpercentile.

TSR GROUP¹:
Ansell Limited	General Mills, Inc.	PepsiCo, Inc.
AptarGroup, Inc.	Graphic Packaging International, Inc.	Sealed Air Corporation
Avery Dennison Corporation	Huhtamäki Oyj	Silgan Holdings, Inc.
Ball Corporation	International Paper Company	Sonoco Products Company
Berry Global Group, Inc.	Johnson & Johnson	The Procter & Gamble Company
Brambles Limited	Kraft Heinz	Treasury Wine Estates Limited
Coles Group Limited	Mondelez International, Inc.	Unilever PLC
Conagra Brands, Inc.	Nestlé S.A.	Wesfarmers Limited
Crown Holdings, Inc.	O-I Glass, Inc.	WestRock Company
Danone S.A.	Orora Limited	Woolworths Group Limited

Name and Principal Position	Fiscal Year	Salary ($)	Stock Awards ($)⁽⁴⁾	Option Awards ($)⁽⁴⁾	Non-Equity Incentive Plan Compensation ($)⁽⁵⁾	Benefits, Relocation Expenses, Plan Contributions & Tax-Related Expenses ($)⁽⁶⁾	Total ($)
Ron Delia Chief Executive Officer	2021	1,662,944	4,696,046	1,054,512	3,008,167	569,479	10,991,148
	2020	1,630,360	5,531,695	4,050,979	2,949,183	1,003,622	15,165,839
	2019	1,602,825	589,222	0	1,558,119	1,487,391	5,237,557
Michael Casamento⁽¹⁾ Executive Vice President, Finance and Chief Financial Officer	2021	929,115	2,061,873	452,088	1,385,922	670,967	5,499,965
	2020	833,232	2,263,244	1,602,199	1,317,104	679,199	6,694,979
	2019	760,266	184,417	0	756,988	830,040	2,531,711
Peter Konieczny⁽¹⁾⁽²⁾ Former President, Amcor Flexibles Europe, Middle East & Africa	2021	1,285,592	2,783,538	625,536	1,779,464	323,908	6,798,038
	2020	1,173,951	2,770,377	2,300,141	932,436	345,825	7,522,729
	2019	1,080,055	105,935	0	211,870	343,731	1,741,591
Eric Roegner President, Amcor Rigid Packaging	2021	977,456	2,237,771	495,828	1,473,467	191,077	5,375,599
	2020	955,999	1,902,387	1,718,935	361,144	169,666	5,108,131
	2019	727,507	533,481	0	267,152	86,437	1,614,577
Fred Stephan President, Amcor Flexibles North America	2021	860,712	1,998,600	444,204	1,308,472	1,740,714	6,352,703
Fred Stephan President, Amcor Flexibles North America
Michael Zacka⁽¹⁾⁽³⁾ President, Amcor Flexibles Europe, Middle East & Africa	2021	1,211,642	2,409,045	589,572	1,248,521	719,563	6,178,343

(1)	Where executives are paid in a currency other than USD, the amount is converted to USD using the average exchange rate for the fiscal year. Messrs. Casamento, Konieczny, and Zacka are paid in CHF (1 CHF = 1.0989 USD).
(2)	Effective September 1, 2020, Mr. Konieczny became Chief Commercial Officer, at which time he ceased to be an executive officer.
(3)	Effective September 1, 2020, Mr. Zacka became President, Amcor Flexibles Europe, Middle East & Africa, at which time he became an executive officer.
(4)	The amount in this column represents the performance rights/shares and options granted under the LTI for fiscal year 2021, as well as the restricted share units granted under the STI—Deferred Equity Plan. The LTI allocations represent the grant-date fair value of these awards, calculated using Black-Scholes methodology as disclosed in the Company’s financial statements. The STI—Deferred Equity Plan allocations were determined based on the VWAP of Amcor shares for the five trading days prior to and including June 30, 2021 ($11.53 per share). Where short-term cash incentives are determined in currencies other than USD, the average foreign exchange rate for the same five-day period was applied to determine the USD equivalent. As reported in the 2020 Proxy Statement, there was no LTI grant made in fiscal year 2019 as this grant was delayed until the completion of the Bemis Transaction. The Bemis Transaction closed with just 19 days remaining in fiscal year 2019, resulting in this award being granted in fiscal year 2020. The delay of the 2019 LTI grant should not be misinterpreted as two grants related to fiscal year 2020, as one relates to fiscal year 2019 and one to fiscal year 2020.
(5)	Amounts represent short-term cash incentive payments. For a description of the methodology applied in determining the short-term cash incentive payments, refer to the section above “Elements of Compensation—Short-Term Incentive (STI).” Where short-term cash incentive payments are determined in currencies other than USD, the average foreign exchange rate for the five trading days prior to and including June 30, 2021 was applied to determine the USD equivalent.
(6)	The elements of compensation included in the “Benefits, Relocation Expenses, Plan Contributions and Tax-Related Payments” column for fiscal year 2021 are set forth in the table below.

Name	Year	Non-Monetary Benefits ($)⁽¹⁾	Relocation & Expatriate Expenses ($)⁽²⁾	Taxes Paid by Employer Related to Relocation & Expatriate Expenses ($)	Employer Contributions to Defined Contribution Plans ($)	Other ($)⁽³⁾⁽⁴⁾	Total ($)
Ron Delia	2021	63,940	141,698	90,357	263,214	10,269	569,479
Michael Casamento	2021	126,910	344,284	181,119	18,564	—	670,967
Peter Konieczny	2021	113,156	—	2,637	208,115	—	323,908
Eric Roegner	2021	51,865	—	—	136,555	2,657	191,077
Fred Stephan	2021	16,819	176,323	67,272	20,300	1,460,000	1,740,714
Michael Zacka	2021	39,849	278,242	195,633	205,840	—	719,563

(1)	These benefits include costs such as healthcare, company car costs and tax advisory costs to assist with the filing of domestic and foreign tax returns.
(2)	Expenses associated with relocation and expatriate expenses may include a combination of (i) relocation costs and (ii) ongoing benefits related to that relocation.
(3)	Mr. Delia is required to cover all personal tax obligations based on U.S. requirements and any additional tax obligations (by virtue of his presence in other countries as required by Amcor) are covered by Amcor. These tax payments by Amcor generate foreign tax credits which may be recoverable by Amcor in the future. In 2021, this amount was nominal due to the impact of COVID-19 travel restrictions.
(4)	Mr. Stephan received a one time payment that concludes an obligation under his former Bemis Management Agreement.

				Estimated Future Payouts Under			Estimated Future Payouts Under						Exercise	Grant Date
				Non-Equity Incentive Plan Awards			Equity Incentive Plan Awards						or Base	Fair Value
Name	Grant Type	Grant Date	Award (Approval) Date	Threshold ($)	Target ($)	Max ($)	Threshold (#)		Target (#)		Max (#)		Price of Option Awards ($/Share)	of Stock and Options Awards⁽⁵⁾
Ron Delia	STI-Cash⁽¹⁾	—	—	0	2,005,445	3,008,167		—		—		—	—	—
Ron Delia	STI-Deferred Equity⁽²⁾	—	—	—	—	—	$	0	$	1,002,722	$	1,504,084	—	—
	LTI⁽³⁾	09/15/20	08/10/20	—	—	—		0		221,050		442,100	—	3,191,962
	LTI⁽⁴⁾	09/15/20	08/10/20	—	—	—		0		488,200		976,400	11.21	1,054,512
Michael Casamento	STI-Cash⁽¹⁾	—	—	0	700,269	1,400,538		—		—		—	—	—
Michael Casamento	STI-Deferred Equity⁽²⁾	—	—	—	—	—	$	0	$	350,135	$	700,269	—	—
	LTI⁽³⁾	09/15/20	08/10/20	—	—	—		0		94,800		189,600	—	1,368,912
	LTI⁽⁴⁾	09/15/20	08/10/20	—	—	—		0		209,300		418,600	11.21	452,088
Peter Konieczny	STI-Cash⁽¹⁾	—	—	0	968,944	1,937,888		—		—		—	—	—
Peter Konieczny	STI-Deferred Equity⁽²⁾	—	—	—	—	— $		0	$	484,472	$	968,944	—	—
	LTI⁽³⁾	09/15/20	08/10/20	—	—	—		0		131,150		262,300	—	1,893,806
	LTI⁽⁴⁾	09/15/20	08/10/20	—	—	—		0		289,600		579,200	11.21	625,536
Eric Roegner	STI-Cash⁽¹⁾	—	—	0	736,733	1,473,467		—		—		—	—	—
Eric Roegner	STI-Deferred Equity⁽²⁾	—	—	—	—	—	$	0	$	368,367	$	736,733	—	—
	LTI⁽³⁾	09/15/20	08/10/20	—	—	—		0		103,950		207,900	—	1,501,038
	LTI⁽⁴⁾	09/15/20	08/10/20	—	—	—		0		229,550		459,100	11.21	495,828
Fred Stephan	STI-Cash⁽¹⁾	—	—	0	660,000	1,320,000		—		—		—	—	—
Fred Stephan	STI-Deferred Equity⁽²⁾	—	—	—	—	—	$	0	$	330,000	$	660,000	—	—
	LTI⁽³⁾	09/15/20	08/10/20	—	—	—		0		93,100		186,200	—	1,344,364
	LTI⁽⁴⁾	09/15/20	08/10/20	—	—	—		0		205,650		411,300	11.21	444,204
Michael Zacka	STI-Cash⁽¹⁾	—	—	0	913,208	1,826,416		—		—		—	—	—
Michael Zacka	STI-Deferred Equity⁽²⁾	—	—	—	—	—	$	0	$	456,604	$	913,208	—	—
	LTI⁽³⁾	09/15/20	08/10/20	—	—	—		0		123,600		247,200	—	1,784,784
	LTI⁽⁴⁾	09/15/20	08/10/20	—	—	—		0		272,950		545,900	11.21	589,572

(1)	Represents the cash component of the incentive compensation opportunity available under the STI Plan for fiscal year 2021. Payments under this plan may range from zero through to maximum depending on performance against various financial and individual targets included in the individual’s scorecard.
(2)	Represents the value of the grant date opportunity under the STI deferred equity component for fiscal year 2021. The award is calculated as 50% of the STI cash component and therefore may range from zero through to maximum depending on performance against various financial and individual targets included in the individual’s scorecard. Equity allocations are determined based on the VWAP of Amcor shares for the five trading days prior to and including June 30 of each fiscal year.
(3)	Represents the issuance of performance rights/shares under the LTI for fiscal year 2021 that will vest in fiscal year 2024, subject to performance conditions which are outlined in the section above “Elements of Compensation – Long-Term Incentive (LTI)”.
(4)	Represents the issuance of options under the LTI for fiscal year 2021 that will vest in fiscal year 2024, subject to performance conditions which are outlined in the section above “Elements of Compensation – Long-Term Incentive (LTI)”.
(5)	Represents the grant date fair value of these awards, calculated using Black-Scholes methodology as disclosed in the Company’s financial statements.

SEC Form DEF 14A filed by Amcor plc