DEF 14A 1 lamcr2022_def14a.htm AMCOR PLC - DEF 14A AMCOR PLC - DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )

Filed by the Registrant

Filed by a Party other than the Registrant

Check the appropriate box:
	Preliminary Proxy Statement
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	Definitive Proxy Statement
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	Soliciting Material under §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 all boxes that apply):
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Dear Amcor
Shareholders

September 27, 2022

Graeme Liebelt

Chairman

Ron Delia

CEO

Outstanding year of execution and growth

Fiscal 2022 was another outstanding year for Amcor. Our co-workers have continued to demonstrate remarkable perseverance and agility, executing well in a challenging operating environment that remains impacted by the lingering effects of the COVID-19 pandemic, severe disruptions to global supply chains, persistent and rising inflation, and the Russia-Ukraine conflict.

In the fiscal year ended June 30, 2022 (FY22), Amcor delivered another year of strong results. Organic sales growth of 4% marked the third consecutive year of accelerating top line growth, which translated into earnings per share growth of 11% on a comparable constant currency basis. The business picked up momentum through the year, with the fourth quarter being the strongest from both a sales and a profit-growth standpoint. During the year, we were also successful in passing through $1.5 billion in costs related to higher raw materials pricing, as well as other inflationary costs. As we enter our 2023 fiscal year, we are well positioned to maintain this momentum.

Strong free cash flow of $1.1 billion was another highlight of our financial 2022 year. This enabled us to increase our cash returns to shareholders to more than $1.3 billion dollars via $ 600 million of share repurchases and a compelling and growing annual dividend.

A winning strategy

Our dedicated employees are central to our success, and we believe that having the best talent and capabilities in the industry will ensure we prosper now and in the future. For many years we have made the well-being and development of our 44,000 global employees our number one objective, and this will continue to be a critical part of our overall strategy.

Our financial performance continues to reflect Amcor’s strong foundation and the ability of our teams to consistently deliver against our strategy. Amcor has leadership positions in most of our chosen primary packaging segments and over 95% of our sales are in consumer staples and healthcare end markets. We have absolute and relative scale advantages in all key regions, industry leading commercial and innovation capabilities and a proven track record through multiple economic cycles of delivering margin expansion, earnings growth, and significant free cash flow.

A key driver of value for shareholders will always be the underlying organic growth of the business. We have continually strengthened the base business and have built sustainable organic sales and profit growth momentum over the last several years. The drivers of this growth include high-growth, high-value priority segments, a leading and well diversified emerging markets portfolio and the ability to leverage our strength in innovation. We are excited by the broad range of opportunities we see in these areas and, to help maintain the momentum we have built, we are stepping up our investments for growth. For example, during FY22 we opened a state of the art healthcare packaging facility in Singapore to serve accelerating demand in the Asia-Pacific region and also commenced a multimillion-dollar investment in new thermoforming capabilities for medical packaging in our existing plant in Ireland.

In recent years, we have invested in establishing best-in-class research and development (R&D) capabilities. We now offer customers a global network of world-class innovation centers with unique features and services that enable customers to collaborate with our packaging experts and make innovative and value-creating ideas a reality. But we remain hungry and open-minded in our search for disruptive innovative ideas beyond our own in-house R&D. In FY22, we deployed seed capital into promising start-up players ePac and PragmatIC Semiconductor, which has enabled us to gather further insights and traction into new technologies and business models.

Our efforts on sustainability are embedded in everything we do, from the way we manage our operations and greenhouse gas emissions to our vendor partnerships. In January 2022, Amcor further increased its sustainability efforts by joining the Science-Based Targets Initiative to ensure we achieve net zero emissions by 2050.

We are guided by the belief that three key dimensions – package design, infrastructure development and consumer participation – working together, hold the key to a more sustainable, circular economy for packaging.

In FY22, we expanded on our sustainability leadership by launching proprietary innovations such as our AmFiber^TMfamily of paper-based products, the recycle-ready PVC-free AmSky^TMblister system for healthcare applications and the new generation of recycle-ready AmPrima^TMfilms. These global product platforms represent a clear opportunity for us to leverage our unique reach, scale and differentiated innovation for multi-national customers. With approximately 75% of Amcor offerings already recycle-ready, the consistent launch of new products with better sustainability features underscores our steady progress towards developing every product Amcor makes to be recyclable or reusable by 2025.

Compelling investment case

With multiple strategic initiatives working in tandem across the globe, Amcor continues to consistently deliver strong financial performance. We follow a clear proven strategy built on a solid foundation that has allowed us to invest in future growth opportunities and lead the industry on game-changing sustainability innovations.

We are delivering on our commitments, accelerating earnings growth and generating significant annual cash flow, increasing investments in high growth end markets and geographies as well as delivering value to shareholders through share repurchases and a compelling, growing dividend. Our proven track record of performance, unique industry-differentiated capabilities, defensive end market exposure, and strong investment grade balance sheet make the investment case for Amcor stronger than ever before – and particularly compelling in the current context of continued macroeconomic challenges.

We are proud of what our company and our employees around the world have achieved, collectively and individually, and we thank you, our shareholders, for your continued support.

Notice of Annual Meeting of Shareholders

When:

November 9, 2022
at 4:00 P.M. EST,
9:00 P.M. GMT and
8:00 A.M. (Nov. 10) 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 14, 2022.

Attending the Meeting:

See page 48 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 27, 2022.

Items of Business

1.	To elect ten 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 2023;
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 27, 2022

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 14, 2022, 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 9, 2022:

The Proxy Statement, 2022 Annual Report and 2022 Form 10-K are available on our website at www.amcor.com/investors.


How to Cast Your Vote (See page 45) 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 2022 Annual Meeting

		Board		For More Detail,
Proposal		Recommendation		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 2023		FOR	41
3.	Non-binding, advisory vote to approve the Company’s executive compensation		FOR	42

Amcor plc

Amcor plc is a holding company incorporated under the laws of the Bailiwick of Jersey in July 2018. 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 2022 was another outstanding year of growth and execution against our strategy
	Business continued to build sustainable organic sales growth momentum
	Increasing investment for growth through innovation and sustainability and in high value priority segments
	Expect another year of strong underlying growth in fiscal 2023
	Resilient investment case to deliver strong shareholder returns

AMCOR plc | 2022 Proxy Statement

Nominees for Directors

		Director			Committee Memberships
Name	Age	Since	Primary Occupation	Independent	A	NG	C	E
Graeme Liebelt	68	2012	Former Managing Director & CEO, Orica Limited
Armin Meyer	73	2010	Former CEO & Chairman, Ciba Ltd.
Ron Delia	51	2015	CEO, Amcor plc
Achal Agarwal	63	2021	Former Chief Strategy & Transformation Officer, Kimberly-Clark Corporation
Andrea Bertone	61	2019	Former President, Duke Energy International LLC
Susan Carter	63	2021	Former SVP & CFO, Ingersoll-Rand Plc
Karen Guerra	66	2010	Former President & Director General, Colgate Palmolive France
Nicholas (Tom) Long	63	2017	Former CEO, MillerCoors, LLC
Arun Nayar	71	2019	Former EVP & CFO, Tyco International
David Szczupak	67	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 | 2022 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
	Active Audit Committee oversight of cybersecurity
	Full Board engagement and active oversight of sustainability with strategic focus
	Annual Comprehensive Board and committee evaluations
	Ongoing Board refreshment with an emphasis on diversity
	Mandatory Director retirement at age 75
	No directors are overboarded pursuant to Amcor’s policy

Executive Compensation Highlights

Amcor’s executive compensation framework plays a key role in aligning compensation to business strategy and outcomes that deliver value to shareholders. The key highlights are as follows:

•	An outstanding year of execution and growth; a reduction in safety recordable cases by 3% with 57% of sites being injury free for more than 12 months, an increase in organic sales of 4%, an increase in adjusted EBIT and EPS by 7% and 11% respectively, adjusted free cash flow of $1.1 billion, and RoAFE of 16.3%.
•	Variable compensation is 100% performance-based and at-risk ensuring strong alignment to Amcor’s strategic priorities.

	WHAT WE DO
	Variable incentives are 100% performance-based and 100% at-risk. This means performance conditions apply to short term incentives and all equity-based incentives (restricted share units, performance shares, and share options)
	To ensure alignment with shareholders, Amcor’s Shareholder Value Creation Model (described further in the Executive Compensation Discussion & Analysis) 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 | 2022 Proxy Statement

Sustainability

Sustainability at Amcor

We are excited about the progress we made in fiscal year 2022 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 across a range of materials, 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.

Fiscal year 2022 brought continued recognition for Amcor’s leadership as we expanded our more sustainable packaging platforms to new applications and markets. For example, our AmPrima™ Recycle Ready Pouch for Tyson^® Instant Pot Meal Kits was recognized with a Gold Achievement Award from the Flexible Packaging Association for extending the use of flexible packaging, replacing a three-part tray, lidding and overwrap system with a single convenient high-barrier carrier. In another example, our AmLite^® HeatFlex Recyclable retort pouch received Gold in the Packaging Innovation Awards, recognizing a unique Amcor solution that for years was thought to be impossible. We also collaborated with consumer brands to bring innovative new sustainability solutions to market, such as our partnership with Danone to develop revolutionary label-less water packaging that is 100% recyclable and made from 100% post-consumer recycled content.

In addition to our more than $100 million annual R&D spend supporting these and other innovations, we continue investing in partnerships to build capacity and drive demand for recycled materials – a crucial step in closing the loop to create a circular economy for packaging. In 2022, we became the first company to purchase certified circular polyethylene material using ExxonMobil’s Exxtend™ technology for advanced recycling. Amcor will leverage this new material across our global portfolio, providing customers in healthcare and food industries with circular content in a variety of solutions and applications.

Sustainability also informs every aspect of Amcor’s operational activities – from employment practices to sourcing and manufacturing. For nearly two decades, our EnviroAction program has driven continuous reduction of our carbon footprint, elimination of waste and minimization of water usage. As the next step in our journey, Amcor committed in January 2022 to setting science-based targets, which will provide a clear and ambitious path to achieving net zero greenhouse gas emissions by 2050. We continue considering how climate change will impact our global business, and in 2022 we conducted a climate scenario analysis exercise in alignment with the recommendations of the Task Force on Climate-Related Financial Disclosures (TCFD). The results of this process will be included in our FY2022 Sustainability Report.

We are pleased that, this year, Amcor was recognized for our sustainability leadership by FTSE4Good, the Institutional Shareholder Services ESG program, Ecovadis and the MSCI. We were included in Moody’s ESG Investment Register and the 2021 SP Global Sustainability Yearbook and received a B score in the CDP’s Climate Change rating.

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 | 2022 Proxy Statement

TABLE OF CONTENTS

Notice of Annual Meeting of Shareholders	3

Proxy Statement Summary	4
Matters to Be Voted on at the 2022 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 2022 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
Environmental, Social and Governance (ESG) Matters	18
Cybersecurity Risk Oversight	18
Human Capital Management	18

Board Governance Practices	19
Board Evaluation Process	19
Shareholder Engagement	19
Recommendations for Directors	19
Communications with the Board	20

Transactions with Related Parties	20
Standards for Approval of Transactions	20
Transactions with Related Parties during Fiscal Year 2022	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 Fiscal 2022 Highlights	23
Compensation Policy	25
Elements of Compensation	26
Employment Agreements	29
Minimum Shareholding Policy	29
Hedging Policy	29
Compensation Recovery Policy	30
Compensation Committee Report	30

Executive Compensation Tables	31
2022 Summary Compensation Table	31
2022 Benefits, Relocation Expenses, Plan Contributions and Tax-Related Payments (the “All Other Compensation” Column)	32
2022 Grants of Plan-Based Awards	33
Outstanding Equity Awards at 2022 Fiscal Year-End	34
2022 Option Exercises and Stock Vested	36
2022 Nonqualified Deferred Compensation	36
Potential Payments Upon Termination or Change in Control	37
CEO Pay Ratio	37

Report of the Audit Committee	39
Independent Registered Public Accountant Fees	40

Proposal 2 Ratification of the Appointment of PricewaterhouseCoopers AG as Our Independent Registered Public Accounting Firm for Fiscal Year 2023	41

Proposal 3 Advisory Vote on Executive Compensation (“Say-On-Pay Vote”)	42

Important Information about the Proxy Materials and Voting Your Shares	43

Submission of Shareholder Proposals and Nominations	47
Proposals for Inclusion in Proxy Statement	47
Other Proposals and Nominees	47
Notice Requirements	47

Important Notice Regarding Availability of Proxy Materials for the Annual General Meeting of Shareholders to Be Held on November 9, 2022	48

Admission Policy	48

Coronavirus (COVID-19)	48

AMCOR plc | 2022 Proxy Statement

RON DELIA
Age 51 Director since: 2015 Committees: Executive	PROFESSIONAL BACKGROUND: • Chief Executive Officer, Amcor – 2015 to current • Executive Vice President Finance and Chief Financial Officer, Amcor – 2011 to 2015 • Vice President and General Manager, Amcor Rigid Plastics Latin America – 2008 to 2011 • Executive Vice President Corporate Operations, Amcor – 2005 to 2008 • Associate Principal, McKinsey & Company – 2000 to 2005 • Senior Commercial Roles, American National Can Company – 1994 to 1998 KEY QUALIFICATIONS AND EXPERIENCES: Mr. Delia holds a Masters of Business Administration from Harvard Business School and a Bachelor of Science from Fairfield University. Mr. Delia has an intimate knowledge of the Company’s business, operations and customers. His experience in global commercial and operational leadership, strategy and M&A, and finance, contribute invaluable skills and capabilities to Amcor’s Board of Directors.

ACHAL AGARWAL
Age 63 Director since: 2021 Committees: Compensation INDEPENDENT	PROFESSIONAL BACKGROUND: • Global Chief Strategy and Transformation Officer, Kimberly-Clark – 2020 to 2021 • President, Asia Pacific Region, Kimberly-Clark – 2012 to 2020 • President, North Asia Region, Kimberly-Clark – 2008 to 2012 • Chief Operating Officer – Beverages (Greater China), PepsiCo – 2002 to 2008 • Vice President, Beverages (China), PepsiCo – 1998 to 2002 • Market Unit General Manager – Beverages (India), PepsiCo – 1994 to 1997 • Commercial Manager, Corporate, ICI India – 1993 to 1994 • Commercial Functions in Pharmaceutical, Agrochemical, Paints and Commercial Explosives businesses, ICI India – 1981 to 1993 OTHER DIRECTORSHIPS: • World-Wide Fund for Nature, Singapore (WWF Singapore) • SATS Ltd • Singapore International Chamber of Commerce (previous) • Asia Venture Philanthropy Network (previous) • Singapore Business Federation (previous) KEY QUALIFICATIONS AND EXPERIENCES: Mr. Agarwal holds a degree and a Masters of Business Administration from the University of Delhi, and an Advanced Management Program degree from The Wharton School, University of Pennsylvania. He is a global consumer executive with four decades of experience, of which 30 years have been in leadership roles in the Asia-Pacific across developed and emerging markets. He is passionate about coaching leaders to grow scalable and sustainable businesses in the midst of a changeable environment, contributing invaluable knowledge and skills to Amcor’s Board of Directors.

ANDREA BERTONE
Age 61 Director Since: 2019 Committees: Compensation INDEPENDENT	PROFESSIONAL BACKGROUND: • President, Duke Energy International LLC (an electric power generation company) – 2009 to 2016 • Associate General Counsel, Duke Energy – 2003 to 2009 OTHER DIRECTORSHIPS: • DMC Global Inc. • Peabody Energy, Inc. • Yamana Gold Inc. (previous) • Duke Energy International Geração Paranapanema S.A. (previous) KEY QUALIFICATIONS AND EXPERIENCES: Ms. Bertone is a graduate of the University of São Paulo, Brazil, where she earned a juris doctorate degree, and Chicago-Kent College of Law, where she earned a Master of Laws degree. She also completed a finance program for senior executives at Harvard Business School. Ms. Bertone’s depth of experience with multinational companies operating in global markets and her experience in executive leadership, global strategy, legal and regulatory, finance, and sales and marketing provide valuable contributions to Amcor’s Board of Directors.

SUSAN CARTER
Age 63 Director since: 2021 Committees: Audit INDEPENDENT	PROFESSIONAL BACKGROUND: • Senior Vice President and Chief Financial Officer, Ingersoll-Rand Plc – 2013 to 2020 • Executive Vice President and Chief Financial Officer, KBR, Inc. – 2009 to 2013 • Executive Vice President and Chief Financial Officer, Lennox International Inc. – 2004 to 2009 • Vice President and Corporate Controller/Chief Accounting Officer, Cummins, Inc. – 2002 to 2004 OTHER DIRECTORSHIPS: • ON Semiconductor Corporation • Air Products and Chemicals, Inc. (previous) • Lyondell Chemical Company (previous) KEY QUALIFICATIONS AND EXPERIENCES: Ms. Carter received a Bachelor’s degree in Accounting from Indiana University and a Master’s degree in Business Administration from Northern Illinois University. Ms. Carter’s expertise in accounting and finance, and her experience as a chief financial officer of a public company, enable her to bring a thorough understanding of financial reporting, generally accepted accounting principles, financial analytics, budgeting, capital markets financing and auditing to Amcor’s Board of Directors.

KAREN GUERRA
Age 66 Director since: 2010 Committees: NG (Chair) INDEPENDENT	PROFESSIONAL BACKGROUND: • President and Directeur Générale, Colgate Palmolive France – 1999 to 2006 • Chairman and Managing Director, Colgate Palmolive UK Ltd. – 1996 to 1999 OTHER DIRECTORSHIPS: • British American Tobacco p. l. c. • Electrocomponents PLC (previous) • Davide Campari-Milano S. p. A. (previous) • Paysafe PLC (previous) • Inchcape PLC (previous) • Samlerhuset BV (previous) • Swedish Match AB (previous) KEY QUALIFICATIONS AND EXPERIENCES: Mrs. Guerra holds a degree in Management Sciences from the University of Manchester. Mrs. Guerra’s experience in executive leadership, business turnaround and global sales and marketing provide valuable contributions to Amcor’s Board of Directors.

NICHOLAS (TOM) LONG
Age 63 Director Since: 2017 Committees: Executive Compensation NG INDEPENDENT	PROFESSIONAL BACKGROUND: • Managing Partner, Bridger Growth Partners, LLC (a private equity fund) – 2015 to current • Chief Executive Officer, MillerCoors, LLC (a brewing company) – 2011 to 2015 • President and Chief Commercial Officer, MillerCoors, LLC – 2008 to 2011 • Chief Executive Officer, MillerBrewing Company (a brewing company) – 2006 to 2008 • Chief Marketing Officer, MillerBrewing Company – 2005 to 2006 • President Northwest Europe Division, The Coca-Cola Company – 2003 to 2005 OTHER DIRECTORSHIPS: • Wolverine World Wide, Inc. KEY QUALIFICATIONS AND EXPERIENCES: Mr. Long holds a Masters of Business Administration from Harvard Business School and a Bachelor of Arts from the University of North Carolina. Mr. Long has significant experience in executive leadership in large, global companies, global strategy and international business operations, finance, and sales and marketing. In light of these experiences, Mr. Long provides valuable contributions to Amcor’s Board of Directors.

ARUN NAYAR
Age 71 Director Since: 2019 Committees: Audit (Chair) INDEPENDENT	PROFESSIONAL BACKGROUND: • Senior Advisor, McKinsey & Company (a global management consulting firm) – 2016 to current • Executive Vice President and Chief Financial Officer, Tyco International plc (a securities system company) – 2012 to 2016 • Senior Vice President, Treasurer and Chief Financial Officer, ADT Worldwide (Tyco) – 2008 to 2012 OTHER DIRECTORSHIPS: • Rite Aid • GFL Environmental Inc. • TFI International Inc. (previous) • Bemis Company, Inc. (previous) KEY QUALIFICATIONS AND EXPERIENCES: Mr. Nayar’s global experience and expertise in financial reporting, financial analytics, capital market financing, mergers and acquisitions and treasury matters provide important insight into the global financial matters for Amcor’s Board of Directors. His experiences make him well suited to serve as Chair of the Audit Committee.

DAVID SZCZUPAK
Age 67 Director Since: 2019 Committees: Audit INDEPENDENT	PROFESSIONAL BACKGROUND: • Executive Vice President Global Product Organization, Whirlpool Corporation (a major home appliance company) – 2008 to 2017 • Chief Operation Officer, Dura Automotive Systems – 2006 to 2008 OTHER DIRECTORSHIPS: • Bemis Company, Inc. (previous) KEY QUALIFICATIONS AND EXPERIENCES: In his professional roles, Mr. Szczupak gained specific experience in product development, purchasing, manufacturing and product quality. In addition to these roles, Mr. Szczupak worked for Ford Motor Company for 22 years in a variety of leadership roles. Mr. Szczupak’s extensive background in product innovation, strategic planning, engineering, and global manufacturing give him unique and valuable insights and perspective to our global operations, research and development and innovation.

Description	Fee
Retainer fees	• Chair: $530,604⁽¹⁾
	• Deputy Chair: $318,362
	• Directors, other than the Chair and Deputy Chair: $265,302
Committee fees	• Audit Committee Chair: $31,836
	• Audit Committee Member: $15,918
	• Compensation Committee Chair: $21,224
	• Compensation Committee Member: $10,612
	• Nominating and Corporate Governance Committee Chair: $15,918
	• Nominating and Corporate Governance Committee Member: $7,428
Delivery of fee	• 50% restricted share units
	• 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	252,710	265,313	10,424	528,488
Armin Meyer	168,406	169,800		338,206
Achal Agarwal⁽³⁾	86,806	144,304		231,110
Andrea Bertone	136,830	137,966		274,796
Susan Carter	139,461	140,621		280,082
Karen Guerra	135,959	138,851		274,810
Nicholas (Tom) Long	140,514	141,681		282,194
Arun Nayar	147,355	148,574		295,929
Jeremy Sutcliffe	118,155	136,371	17,096	271,622
David Szczupak	139,461	140,621		280,082
Philip Weaver⁽⁴⁾	48,855			48,855

(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)	Mr. Agarwal joined the Amcor Board of Directors effective November 10, 2021. Amounts listed in the table above are pro-rated based on his start date.
(4)	Mr. Weaver retired from the Amcor Board of Directors effective November 10, 2021. Amounts listed in the table above are pro-rated based on his retirement date.

•	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;
•	Amcor’s legal and ethical compliance policies and programs; and
•	Review of the cybersecurity report from management, which outlines Amcor’s cybersecurity risk management framework and includes an update on Amcor’s completed, on-going, and planned actions relating to cybersecurity risks.

•	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.

	Amcor plc
	c/o Corporate Secretary
	83 Tower Road North
	Warmley, Bristol BS30 8XP
	United Kingdom

•	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	129,344	*
Armin Meyer	72,899	*
Ron Delia	4,107,772	*
Achal Agarwal	0	*
Andrea Bertone	14,042	*
Susan Carter	0	*
Karen Guerra	65,112	*
Nicholas (Tom) Long	23,377	*
Arun Nayar	68,132	*
Jeremy Sutcliffe	82,024	*
David Szczupak	113,455	*
Michael Casamento	433,385	*
Eric Roegner	690,251	*
Fred Stephan	1,088,047	*
Michael Zacka	209,115	*
All Executive Officers and Directors as a Group (16 persons)	9,028,021	*

Name and Address of Beneficial Owner	Number of Shares Beneficially Owned	Percent of Outstanding Shares
BlackRock, Inc.⁽¹⁾ 55 East 52nd Street New York, NY 10022	115,976,414	7.60%
The Vanguard Group⁽²⁾ 100 Vanguard Blvd. Malvern, PA 19355	113,925,511	7.43%
State Street Corporation⁽³⁾ 1 Lincoln Street Boston, MA 02111	102,179,727	6.66%

(1)	Based on information contained in a Schedule 13G/A filed by such beneficial holder with the SEC on February 3, 2022, BlackRock has sole voting power over 98,465,335 shares, and sole dispositive power over 115,976,414 shares.
(2)	Based on information contained in a Schedule 13G filed by such beneficial holder with the SEC on February 9, 2022, the Vanguard Group has shared voting power over 21,256,220 shares, sole dispositive power over 88,544,241 shares and shared dispositive power over 25,381,270 shares.
(3)	Based on information contained in a Schedule 13G/A filed by such beneficial holder with the SEC on February 11, 2022, State Street has shared voting power over 93,927,492 shares and shared dispositive power over 102,172,624 shares.

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

•	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	120%	$	2,045,554	$	1,022,777		82,452
Michael Casamento	75%	0% to 150% of base salary	99%	$	1,008,824	$	504,412		40,664
Eric Roegner	75%	0% to 150% of base salary	45%	$	450,881	$	225,440		18,174
Fred Stephan	75%	0% to 150% of base salary	112%	$	1,081,256	$	540,628		43,583
Michael Zacka	75%	0% to 150% of base salary	89%	$	1,049,371	$	524,686		42,298

Category	Safety Targets	Financial Targets	Strategy and Organizational Development Goals
Weighting	5%	80-85%	10-15%
Outcome	Some targets met and exceeded; others not met
Comments	• A 3% reduction in safety recordable cases from fiscal year 2021	• Organic sales growth of 4% • Increase in adjusted EPS of 11%, exceeding the top end of the range described in Amcor’s Shareholder Value Creation Model • Adjusted free cash flow of $1.1 billion	• Significant progress on talent and organizational matters, delivery of strategic projects, and advancement of sustainability agenda

Notice of Annual Meeting of Shareholders

Proxy Statement Summary

Matters to Be Voted on at the 2022 Annual Meeting

Amcor plc

Business Highlights

Nominees for Directors

Corporate Governance Highlights

Executive Compensation Highlights

Sustainability

Proposal 1 Election of Directors

Director-Nominees

Director Compensation Summary

Fiscal Year 2022 Director Compensation

Board Composition

Director Independence

Board Diversity

Board Refreshment

Board Leadership Structure

Board Operations

Corporate Governance Documents

Committees of the Board

Director Meeting Attendance

Key Areas of Board Oversight

Risk Management

Environmental, Social and Governance (ESG) Matters

Cybersecurity Risk Oversight

Human Capital Management

Board Governance Practices

Board Evaluation Process

Shareholder Engagement

Recommendations for Directors

Communications with the Board

Transactions with Related Parties

Standards for Approval of Transactions

Transactions with Related Parties during Fiscal Year 2022

Security Ownership of Certain Beneficial Owners

Delinquent Section 16(a) Reports

Executive Compensation Discussion and Analysis

Named Executive Officers

Introduction and Fiscal 2022 Highlights

Compensation Policy

Elements of Compensation

Employment Agreements

Minimum Shareholding Policy

Hedging Policy

Compensation Recovery Policy

Compensation Committee Report

Executive Compensation Tables

2022 Summary Compensation Table

2022 Benefits, Relocation Expenses, Plan Contributions and Tax-Related Payments (the “All Other Compensation” Column)

2022 Grants of Plan-Based Awards

Outstanding Equity Awards at 2022 Fiscal Year-End

2022 Option Exercises and Stock Vested

2022 Nonqualified Deferred Compensation

Potential Payments Upon Termination or Change in Control

CEO Pay Ratio

Report of the Audit Committee

Independent Registered Public Accountant Fees

Proposal 2 Ratification of the Appointment of PricewaterhouseCoopers AG as Our Independent Registered Public Accounting Firm for Fiscal Year 2023

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

Important Information about the Proxy Materials and Voting Your Shares

Submission of Shareholder Proposals and Nominations

Proposals for Inclusion in Proxy Statement

Other Proposals and Nominees

Notice Requirements

Important Notice Regarding Availability of Proxy Materials for the Annual General Meeting of Shareholders to Be Held on November 9, 2022

Admission Policy

Coronavirus (COVID-19)

•	All NEOs had a safety objective to reduce recordable cases.
•	Financial metrics included both consolidated and Business Group specific metrics including earnings, cash flow 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 employee engagement.

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 ($)	Stock Awards ($)⁽²⁾	Option Awards ($)⁽²⁾	Non-Equity Incentive Plan Compensation ($)⁽³⁾	All Other Compensation ($)⁽⁴⁾	Total ($)
Ron Delia Chief Executive Officer	2022	1,696,203	4,371,997	1,101,918	2,045,554	657,086	9,872,758
	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
Michael Casamento⁽¹⁾ Executive Vice President, Finance and Chief Financial Officer	2022	980,909	2,163,512	545,799	1,008,824	599,371	5,298,416
	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
Eric Roegner President, Amcor Rigid Packaging	2022	997,005	1,800,880	518,193	450,881	260,945	4,027,904
	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
Fred Stephan President, Amcor Flexibles North America	2022	947,025	2,062,488	500,649	1,081,256	29,800	4,621,218
Fred Stephan President, Amcor Flexibles North America	2021	860,712	1,998,600	444,204	1,308,472	1,740,714	6,352,703
Michael Zacka⁽¹⁾ President, Amcor Flexibles Europe, Middle East & Africa	2022	1,206,444	2,456,386	635,583	1,049,371	718,323	6,066,106
	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 and Zacka are paid in CHF (1 CHF = 1.0727 USD).
(2)	The amount in this column represents the performance rights/shares and options granted under the LTI for fiscal year 2022, 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, 2022 ($12.40 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 merger of Amcor Limited and Bemis Company, Inc. (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.
(3)	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, 2022 was applied to determine the USD equivalent for fiscal year 2022.
(4)	The elements of compensation included in the “All Other Compensation” column for fiscal year 2022 are set forth in the “2022 Benefits, Relocation Expenses, Plan Contributions and Tax-Related Payments (the “All Other Compensation Column”)” 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 ($)⁽³⁾	Total ($)
Ron Delia	2022	63,327	143,051	90,498	286,639	73,572	657,086
Michael Casamento	2022	81,330	258,899	150,189	108,953	—	599,371
Eric Roegner	2022	18,493	—	—	237,144	5,308	260,945
Fred Stephan	2022	8,400	—	—	21,350	50	29,800
Michael Zacka	2022	40,968	271,616	202,223	203,516	—	718,323

(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.

				Estimated Future Payouts Under Non-Equity Incentive Plan Awards			Estimated Future Payouts Under Equity Incentive Plan Awards						Exercise or Base	Grant Date 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	2,045,554	3,068,330
	STI-Deferred Equity⁽²⁾						$	0	$	1,022,777	$	1,534,165
	LTI⁽³⁾	09/15/21	08/09/2021					44,538		178,150		356,300		3,349,220
	LTI⁽⁴⁾	09/15/21	08/09/2021					106,775		427,100		854,200	12.40	1,101,918
Michael Casamento	STI-Cash⁽¹⁾			0	780,936	1,561,871
	STI-Deferred Equity⁽²⁾						$	0	$	390,468	$	780,936
	LTI⁽³⁾	09/15/21	08/09/2021					22,063		88,250		176,500		1,659,100
	LTI⁽⁴⁾	09/15/21	08/09/2021					52,888		211,550		423,100	12.40	545,799
Eric Roegner	STI-Cash⁽¹⁾			0	751,468	1,502,936
	STI-Deferred Equity⁽²⁾						$	0	$	375,734	$	751,468
	LTI⁽³⁾	09/15/21	08/09/2021					20,950		83,800		167,600		1,575,440
	LTI⁽⁴⁾	09/15/21	08/09/2021					50,213		200,850		401,700	12.40	518,193
Fred Stephan	STI-Cash⁽¹⁾			0	726,000	1,452,000
	STI-Deferred Equity⁽²⁾						$	0	$	363,000	$	726,000
	LTI⁽³⁾	09/15/21	08/09/2021					20,238		80,950		161,900		1,521,860
	LTI⁽⁴⁾	09/15/21	08/09/2021					48,513		194,050		388,100	12.40	500,649
Michael Zacka	STI-Cash⁽¹⁾			0	909,290	1,818,580
	STI-Deferred Equity⁽²⁾						$	0	$	454,645	$	909,290
	LTI⁽³⁾	09/15/21	08/09/2021					25,688		102,750		205,500		1,931,700
	LTI⁽⁴⁾	09/15/21	08/09/2021					61,588		246,350		492,700	12.40	635,583

(1)	Represents the cash component of the incentive compensation opportunity available under the STI Plan for fiscal year 2022. 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 2022. 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 2022 that will vest in fiscal year 2025, 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 2022 that will vest in fiscal year 2025, 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.

			Option Awards					Stock Awards
Name	Plan	Grant Year	Number of Securities Underlying Unexercised Options (#) Exercisable	Equity Incentive Plan Awards: Number of Unearned Options That Have Not Vested (#)⁽¹⁾	Option Exercise Price ($/ share)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)⁽²⁾	Market Value of Shares or Units of Stock That Have Not Vested ($)⁽³⁾	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)⁽¹⁾	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)⁽³⁾
Ron Delia	Short-Term Incentive - Deferred Equity	2022⁽⁴⁾					130,414	1,621,046
	Short-Term Incentive - Deferred Equity	2021⁽⁵⁾					148,091	1,840,771
	Long-Term Incentive	2022⁽⁶⁾		854,200	12.40	10/31/27			356,300	4,428,809
	Long-Term Incentive	2021⁽⁷⁾		976,400	11.21	10/31/26			442,100	5,495,303
		2020⁽⁸⁾	2,407,772		9.81	10/31/25
Michael Casamento	Short-Term Incentive - Deferred Equity	2022⁽⁴⁾					60,084	746,844
	Short-Term Incentive - Deferred Equity	2021⁽⁵⁾					66,137	822,083
	Long-Term Incentive	2022⁽⁶⁾		423,100	12.40	10/31/27			176,500	2,193,895
	Long-Term Incentive	2021⁽⁷⁾		418,600	11.21	10/31/26			189,600	2,356,728
		2020⁽⁸⁾	984,260		9.81	10/31/25
Eric Roegner	Short-Term Incentive - Deferred Equity	2022⁽⁴⁾					63,879	794,016
	Short-Term Incentive - Deferred Equity	2021⁽⁵⁾					18,134	225,406
	Long-Term Incentive	2022⁽⁶⁾		401,700	12.40	10/31/27			167,600	2,083,268
	Long-Term Incentive	2021⁽⁷⁾		459,100	11.21	10/31/26			207,900	2,584,197
		2020⁽⁸⁾	1,132,200		9.81	10/31/25
		2020 - 2019 delayed grant⁽⁹⁾	303,548		11.16	10/31/24

(1)	Reflects outstanding performance rights/shares and options under the LTI plan. Awards vest based on adjusted EPS growth with a RoAFE hurdle and TSR performance.
(2)	Reflects outstanding time-based RSUs under the STI – Deferred Equity plan.
(3)	Market value is determined by multiplying the number of units by the Amcor share price at end of fiscal year 2022 ($12.43).
(4)	Time-based RSUs awarded on September 15, 2021 that will vest on September 1, 2023.
(5)	Time-based RSUs awarded on September 15, 2020 vested on September 1, 2022.
(6)	Performance rights/shares and options awarded on September 15, 2021 that would be earned based on achieving maximum level of performance.
(7)	Performance rights/shares and options awarded on September 15, 2020 that would be earned based on achieving maximum level of performance.
(8)	Unexercised options awarded on November 11, 2019 and vested on August 26, 2022.
(9)	Unexercised options awarded on August 7, 2019 and vested on August 20, 2021.

SEC Form DEF 14A filed by Amcor plc