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

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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 26, 2023

Graeme Liebelt

Chairman

Ron Delia

CEO

Fiscal 2023 was a challenging year; it tested the resilience and adaptability that define Amcor and highlighted the dedication of our teams to our winning aspiration to be THE leading global packaging company. The hallmark of a strong company lies in its ability to navigate uncertainty while continuing to deliver value. Our fiscal 2023 year largely reflected the global economy, with strong first half performance offset by a challenging second half as market conditions softened considerably. Across the organization, we maintained our focus on delivering innovative packaging solutions while taking actions to navigate persistent headwinds caused by inflation, softening and more volatile consumer demand and destocking through the supply chain. Our efforts of course went well beyond the short-term performance as we continued building a stronger company with a bright future for our people and our stakeholders.

Let us share some of our many accomplishments:

•

Safety has long been a core value at Amcor. From a statistical perspective, fiscal 2023 was our safest on record, with a 31% reduction in injuries globally and 69% of our sites remaining injury-free for at least 12 months. While we are pleased with these results, ultimately, it’s not just the number of injuries we’re focused on but also the severity of the injuries that do occur. Tragically, in June a contractor’s employee lost his life at our Pondicherry site in India after falling from a roof. We immediately initiated a detailed investigation and are deploying the learnings across all Amcor sites with the goal of eliminating the risk of similar accidents in the future. We are relentlessly focused on safety globally and this tragic incident is a stark reminder of the importance of those efforts.

•

Financially, organic sales were in-line with last year, reflecting the challenging market dynamics faced by the consumer and packaging industries broadly. However, our proactive and decisive cost and price actions to effectively manage the areas under our control resulted in a modest increase in profit for the year, as adjusted EBIT grew by 1% on a comparable constant currency basis, and we delivered solid adjusted free cash flow of $848 million. Through the year, we stepped up the intensity of our cost reduction efforts to drive productivity benefits, while investing in structural initiatives that we expect will increase operating leverage and deliver meaningful cost savings in fiscal 2024 and 2025.

•

We remained resolute in our commitment to shareholder returns, increasing our industry-leading dividend and repurchasing more than $400 million in Amcor shares – about 3% of total shares outstanding – resulting in a total return of $1.2 billion in cash to shareholders in fiscal 2023. Since 2020, we’ve repurchased approximately 11% of our outstanding shares while maintaining our investment grade balance sheet.

•

Throughout fiscal 2023, we continued investing in future growth, including in high value healthcare, protein, pet care, premium coffee and hot fill beverage categories and we further strengthened our leading and diversified emerging market portfolio. Our organic investment was complemented by an active M&A and corporate venturing agenda. During the fiscal year, we acquired a world-class scalable flexible packaging plant in the Czech Republic and strengthened our leadership position in the Asia Pacific healthcare category with the acquisition of Shanghai-based MDK. And we secured Amcor’s position as a leading provider of equipment, films and technical service for the high value fresh and processed meat category with the addition of Moda Systems.

•

While navigating challenges, our innovation capabilities remain an important differentiator for Amcor. We continued to invest strategically in R&D to help ensure we deliver sustainable solutions that meet the rigorous packaging requirements of our customers. We expanded our offerings in fiber, and several global brands have adopted or are piloting AmFiber™ performance paper for confectionary and other products. Additionally, our Lift-Off program launched partnerships with innovative start-ups in artificial intelligence, biomaterials, nanotechnology and smart packaging. Our commitment to innovation reflects our confidence in Amcor’s ability to lead, even in the most uncertain times.

•

Sustainability is fundamental to everything we do and is deeply embedded in Amcor’s strategy and risk management framework. In fiscal 2023 we released our first TCFD report highlighting the important work we’re doing to help ensure we make the right decisions on climate and packaging sustainability. We continue to expand our designed- to-be-recycled offerings and recycle-ready alternatives. Today, well over 80% of our global portfolio has options to meet this criterion, providing our customers with the ability to accelerate conversion of their packaging portfolios to meet increasing consumer demand for more sustainable solutions. We also increased our targeted use of recycled material across the Amcor portfolio to 30% by 2030 and are taking action to meet that goal through a partnership with ExxonMobil and an investment in Licella, both of which will provide access to recycled material that can be used in healthcare and food grade packaging solutions.

Our accomplishments this past year speak to the drive, creativity and talent of our teams and underscore the importance of swift and decisive action to stay competitive in an evolving market. We believe we can consistently deliver long-term success and value by staying focused on building our business while investing in our growth and innovation strategies, pursuing value creating M&A and returning cash to shareholders through share repurchases and a compelling and growing dividend.

As we step into fiscal 2024, we do so with a sense of optimism and purpose and we thank you, our shareholders, for your continued support.

Notice of Annual Meeting of Shareholders

When: November 8, 2023 at 4:00 P.M. EST, 9:00 P.M. GMT and 8:00 A.M. (Nov. 9) AEDT	Items of Business: 4 Proposals are listed below.	Who Can Vote: Shareholders of Amcor’s common stock and CHESS depositary interests at the close of business on September 13, 2023.	Attending the Meeting: See page 53 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 26, 2023.

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 2024;

3.	To cast a non-binding, advisory vote on the Company’s executive compensation (“Say-on-Pay Vote”);

4.	To renew the Company’s authorization to repurchase its ordinary shares and CHESS depositary interests; and

5.	To transact such other business as may properly come before the meeting.

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

September 26, 2023
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 13, 2023, 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 8, 2023:

The Proxy Statement, 2023 Annual Report and 2023 Form 10-K are available on our website at www.amcor.com/investors.


How to Cast Your Vote (See page 50) 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 2023 Annual Meeting

Proposal		Board Recommendation		For More Detail, See Page:
1.	Election of Directors		FOR each Nominee	10
2.	Ratification of PricewaterhouseCoopers AG as our independent registered public accounting firm for fiscal year 2024		FOR	45
3.	Non-binding, advisory vote to approve the Company’s executive compensation		FOR	46
4.	Renewal of the Company’s authorization to repurchase its ordinary shares and CHESS depositary interests		FOR	47

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 solutions for food, beverage, pharmaceutical, medical, home and personal-care, and other products. Amcor works with leading companies around the world to protect their products, differentiate brands, and improve supply chains through a range of flexible and rigid packaging, specialty cartons, closures and services.

Business Highlights

	Solid fiscal 2023 operating performance despite challenging market dynamics
	Business took proactive price, cost and structural actions in response to market conditions
	Continuing to invest in the business, particularly through innovation and sustainability initiatives in faster growing, higher value markets
	Confident in long term growth strategy and ability to deliver strong shareholder returns over time

AMCOR plc | 2023 Proxy Statement

Nominees for Directors

		Director			Committee Memberships⁽¹⁾
Name	Age	Since	Primary Occupation	Independent	A	NG	C	E
Graeme Liebelt	69	2012	Former Managing Director & CEO, Orica Limited
Ron Delia	52	2015	CEO, Amcor plc
Achal Agarwal	64	2021	Former Chief Strategy & Transformation Officer, Kimberly-Clark Corporation
Andrea Bertone	62	2019	Former President, Duke Energy International LLC
Susan Carter	64	2021	Former SVP & CFO, Ingersoll-Rand Plc
Lucrèce Foufopoulos-De Ridder	56	Nominee	Executive Vice President, Borealis⁽²⁾
Karen Guerra	67	2010	Former President & Director General, Colgate Palmolive France
Nicholas (Tom) Long	64	2017	Former CEO, MillerCoors, LLC
Arun Nayar	72	2019	Former EVP & CFO, Tyco International
David Szczupak	68	2019	Former EVP, Whirlpool

Chairman of the Board

Committee Chair

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

(1)	Dr. Armin Meyer, a Director, Deputy Chairman, and Chair of the Compensation Committee and Executive Committee, will retire from the Board at the Annual Meeting. Effective as of the Annual Meeting, the Board has appointed Tom Long to replace Armin Meyer as Chair of the Compensation Committee and Arun Nayar to replace Armin Meyer as Chair of the Executive Committee.
(2)	Ms. Foufopoulos-De Ridder will step down from her executive position at Borealis Group and the board of Borouge, effective December 31, 2023.

AMCOR plc | 2023 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 Board and 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
	All share capital is composed of voting shares; Amcor does not have any non-voting shares

Executive Compensation Highlights

Our 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:

•

A solid year of operating performance despite challenging market dynamics; when compared to fiscal year 2022, our 2023 results include a reduction in safety recordable cases by 31%, with 69% of sites being injury free for more than 12 months; organic sales growth⁽¹⁾ decreased by 0.2%; adjusted EBIT⁽¹⁾ increased by 0.9%; and adjusted EPS⁽¹⁾ decreased by 1.9% on a comparable constant currency basis. Adjusted free cash flow⁽¹⁾ was $848 million, and return on average funds employed (“RoAFE”)⁽¹⁾ remained strong at 15.4%.

•

The above results are appropriately reflected in lower short-term and long-term incentive outcomes for fiscal year 2023 (when compared to 2022), reinforcing that our variable compensation programs (which are 100% performance-based and at risk) have a strong alignment to our strategic priorities and the interests of shareholders.

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 and Analysis” section) 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 and Directors
	Clawback policy applicable to cash and equity awards in event of fraud, dishonesty, breach of obligations and certain restatements
	Actively engage with our shareholders

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 or pledging of equity awards
	No payment of dividends on unearned performance-based awards or restricted stock units
	No evergreen provision in our 2019 Omnibus Management Share Plan
	No automatic or guaranteed annual base salary increases
	No enhanced severance provisions in connection with a change in control or single trigger equity acceleration for executive officers

(1)

Organic Sales Growth, Adjusted EBIT, Adjusted EPS, Adjusted Free Cash Flow and RoAFE are non-GAAP financial measures defined by the Company as set forth in the “Definitions of Non-GAAP Financial Measures” section of this proxy statement.

AMCOR plc | 2023 Proxy Statement

Sustainability

Sustainability at Amcor

We are excited about the progress we made in fiscal year 2023 to accelerate momentum around responsible packaging and keeping Amcor’s products out of the environment at the end of their use. This progress has been achieved through 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.

The following are some highlights of our fiscal year 2023 achievements:

•	We received recognition for our leadership as we expanded our more sustainable packaging platforms to new applications and markets. For example, Amcor’s PrimeSeal™ Eco-Tite^® Recycle-Ready Shrink Bag for fresh and processed meat, poultry and cheese was recognized for its recycle-ready design at both the 2023 WorldStar Global Packaging Awards and the 2022 Australasian Packaging Innovation & Design Awards. In another example, our breakthrough recycle-ready healthcare blister system innovation AmSky™ won the U.S. Plastics Pact Sustainable Packaging Award in the Recyclability category.
•	We collaborated with consumer brands to bring innovative new solutions to market, such as Amcor’s partnership with an iconic chocolate brand to transition to 30% food-grade recycled packaging in Australia, among other investments.
•	In addition to our annual R&D spend of approximately $100 million supporting our innovations, we continued 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. For example, we entered into a multi-year deal to secure thousands of tons of high-performance, certified-circular material from ExxonMobil’s advanced recycling plant in support of our target to achieve 30% recycled material across our portfolio by 2030. We also joined forces with Mondelēz International, Inc. to invest in advanced recycling technology pioneer Licella in an important step towards ending plastic waste. The investments will help Licella progress construction of one of the first advanced recycling facilities in Australia.
•	We continued developing our partnerships in support of waste management infrastructure and consumer participation in recycling. In one example of this strategy, Amcor, Delterra, Mars, and P&G jointly announced the launch of a strategic partnership to stem the tide of plastic pollution in the Global South, which will aim to scale upstream and downstream solutions for a circular plastics economy.

Sustainability informs every aspect of Amcor’s operational activities, from sourcing to manufacturing. For nearly two decades, our EnviroAction program has driven continuous reduction of our carbon footprint, elimination of waste and minimization of water usage. At the end of fiscal year 2023, we submitted our proposed targets to the Science Based Targets Initiative for review. We continue pursuing opportunities to address our climate impacts and reduce our greenhouse gas emissions. We are thrilled to share that, as of May 2023, all of Amcor Rigid Packaging’s operations in Colombia are now 100% powered by renewable energy – just one example of our continued push to adopt renewable energy and efficiency solutions. Amcor’s procurement team has also focused closely on reducing Scope 3 GHG emissions from our supply chain, hosting a Supplier Sustainability Summit focused on greenhouse gas reduction in December 2022.

We are pleased that, this year, Amcor was recognized for our sustainability leadership by FTSE4Good, the Institutional Shareholder Services ESG program, Sustainalytics, and the Australian Financial Review. We were included in Moody’s ESG Investment Register and the DJSI Australia Index, received an A- score in the CDP’s Climate Change rating, achieved an EcoVadis Gold rating and maintained our MSCI AA rating.

AMCOR plc | 2023 Proxy Statement

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 | 2023 Proxy Statement

TABLE OF CONTENTS

Notice of Annual Meeting of Shareholders	3

Proxy Statement Summary	4
Matters to Be Voted on at the 2023 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	10
Director-Nominees	10

Director Compensation Summary	14
Fiscal Year 2023 Director Compensation	14

Board Composition	15
Director Independence	15
Board Diversity	15
Board Refreshment	15
Board Leadership Structure	15

Board Operations	16
Corporate Governance Documents	16
Committees of the Board	16
Director Meeting Attendance	17

Key Areas of Board Oversight	18
Risk Management	18
Environmental, Social and Governance (ESG) Matters	19
Cybersecurity Risk Oversight	19
Human Capital Management	19

Board Governance Practices	20
Board Evaluation Process	20
Shareholder Engagement	20
Recommendations for Directors	20
Communications with the Board	21

Transactions with Related Parties	21
Standards for Approval of Transactions	21
Transactions with Related Parties during Fiscal Year 2023	21

Security Ownership of Directors and Executive Officers	22

Security Ownership of Certain Beneficial Owners	23

Delinquent Section 16(a) Reports	23

Executive Compensation Discussion and Analysis	24
Named Executive Officers	24
Introduction and Fiscal Year 2023 Highlights	24
Compensation Policy	26
Elements of Compensation	27
Employment Agreements	30
Minimum Shareholding Policy	30
Hedging and Pledging Policy	30
Compensation Recovery Policy	31
Compensation Committee Report	31

Executive Compensation Tables	32
2023 Summary Compensation Table	32
2023 Benefits, Relocation Expenses, Plan Contributions and Tax-Related Payments (the “All Other Compensation” Column)	33
2023 Grants of Plan-Based Awards	34
Outstanding Equity Awards at 2023 Fiscal Year-End	35
2023 Option Exercises and Stock Vested	37
2023 Nonqualified Deferred Compensation	37
Potential Payments Upon Termination or Change in Control	38
CEO Pay Ratio	38
Pay Versus Performance Disclosure	39

Definitions of Non-GAAP Financial Measures	42

Report of the Audit Committee	43
Independent Registered Public Accountant Fees	44

Proposal 2 Ratification of the Appointment of PricewaterhouseCoopers AG as Our Independent Registered Public Accounting Firm for Fiscal Year 2024	45

Proposal 3 Advisory Vote on Executive Compensation (“Say-On-Pay Vote”)	46

Proposal 4 Renewal of the Company’s Authorization to Repurchase its Ordinary Shares and CHESS Depositary Interests	47

Important Information about the Proxy Materials and Voting Your Shares	48

Submission of Shareholder Proposals and Nominations	52
Proposals for Inclusion in Proxy Statement	52
Other Proposals and Nominees	52
Notice Requirements	52

Important Notice Regarding Availability of Proxy Materials for the Annual General Meeting of Shareholders to Be Held on November 8, 2023	53

Admission Policy	53

AMCOR plc | 2023 Proxy Statement

ACHAL AGARWAL
Age 64 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: • SATS Ltd • World-Wide Fund for Nature, Singapore (WWF Singapore) (previous) • 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 62 Director Since: 2019 Committees: Compensation NG 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: • Waste Connections Inc. • Drax Group PLC • Peabody Energy Corporation • DMC Global Inc. (previous) • 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 M&A provide valuable contributions to Amcor’s Board of Directors.

SUSAN CARTER
Age 64 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 • Pursuit Aerospace • 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 investor relations, capital markets, IT management, global company management, 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.

LUCRÈCE FOUFOPOULOS-DE RIDDER
Age 56 Director Since: Nominee INDEPENDENT	PROFESSIONAL BACKGROUND: • Executive Vice President, Borealis Group (January 2019 to present)⁽¹⁾ • Vice President, General Manager, Eastman Chemical Company (2015 to 2018) • Vice President, Marketing & Sales, Eastman Chemical Company (2014 to 2015) • General Manager EMEA, The Dow Chemical Company (2012 to 2014) (1) Ms. Foufopoulos-De Ridder will step down from her executive position at Borealis Group and the board of Borouge, effective December 31, 2023. OTHER DIRECTORSHIPS: • Vopak • Sika Group • Borouge KEY QUALIFICATIONS AND EXPERIENCES: Ms. Foufopoulos-De Ridder holds a Master’s degree in Polymer and Composites Engineering from the University of Leuven, a Master’s degree in Materials Science & Engineering from the University of Ghent, and executive business education from Insead in Paris, France and IMD in Lausanne, Switzerland. Her distinguished and varied career of more than 20 years in the chemical and petrochemical industry provides a unique perspective to Amcor’s Board of Directors. Ms. Foufopoulos-De Ridder was originally recommended as a Director nominee by a third party search firm.

KAREN GUERRA
Age 67 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 and completed an Executive Leadership Programme at Colombia University. 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 64 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 Worldwide, Inc. (Chairman) 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.

Description	Fee
Retainer fees	• Chair: $541,216⁽¹⁾
	• Deputy Chair: $324,729
	• Directors, other than the Chair and Deputy Chair: $270,608
Committee fees	• Audit Committee Chair: $32,473
	• Audit Committee Member: $16,236
	• Compensation Committee Chair: $21,648
	• Compensation Committee Member: $10,824
	• Nominating and Corporate Governance Committee Chair: $16,236
	• Nominating and Corporate Governance Committee Member: $7,577
Delivery of fee	• 50% restricted share units
Delivery of fee	• 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	291,552	270,613	17,015	579,180
Armin Meyer	187,088	173,191	—	360,279
Achal Agarwal	140,916	140,717	—	281,633
Andrea Bertone	154,514	144,740	—	299,254
Susan Carter	153,923	143,431	—	297,355
Karen Guerra	154,761	143,431	—	298,192
Nicholas (Tom) Long	156,363	144,510	—	300,872
Arun Nayar	163,786	151,550	—	315,336
Jeremy Sutcliffe⁽³⁾	63,662	—	5,121	68,782
David Szczupak	155,427	143,431	—	298,859

(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. Sutcliffe retired from the Board of Directors effective November 9, 2022. 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.

•	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
Ron Delia	4,690,257	*
Achal Agarwal	0	*
Andrea Bertone	20,485	*
Susan Carter	10,809	*
Lucrèce Foufopoulos-De Ridder	0	*
Karen Guerra	76,666	*
Graeme Liebelt	151,823	*
Nicholas (Tom) Long	29,769	*
Armin Meyer	87,285	*
Arun Nayar	45,072	*
David Szczupak	125,369	*
Michael Casamento	739,714	*
Eric Roegner	967,020	*
Fred Stephan	358,821	*
Michael Zacka	536,897	*
All Executive Officers and Directors as a Group (16 persons)	9,923,641	*

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 10055	129,933,172	8.70%
The Vanguard Group⁽²⁾ 100 Vanguard Blvd. Malvern, PA 19355	115,328,945	7.75%
State Street Corporation⁽³⁾ 1 Lincoln Street Boston, MA 02111	106,059,747	7.12%

(1)	Based on information contained in a Schedule 13G/A filed by such beneficial holder with the SEC on February 24, 2023, BlackRock has sole voting power over 117,477,891 shares, and sole dispositive power over 129,933,172 shares.
(2)	Based on information contained in a Schedule 13G/A filed by such beneficial holder with the SEC on February 9, 2023, the Vanguard Group has shared voting power over 20,852,854 shares, sole dispositive power over 89,794,427 shares and shared dispositive power over 25,534,518 shares.
(3)	Based on information contained in a Schedule 13G/A filed by such beneficial holder with the SEC on February 10, 2023, State Street Corporation has shared voting power over 98,186,254 shares and shared dispositive power over 106,053,111 shares.

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

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

•	Align compensation to business strategy and outcomes that deliver value to our 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.

Alcoa Corporation		Illinois Tool Works, Inc.
Avery Dennison Corporation		International Paper Company
Ball Corporation		Johnson Controls International, plc
Berry Global Group, Inc.		Kimberly-Clark Corporation
Caterpillar, Inc.		Nucor Corporation
Corning, Inc.		PPG Industries, Inc.
Crown Holdings, Inc.		Sealed Air Corporation
Eastman Chemical Company		Sherwin Williams Company
Ecolab, Inc.		Sonoco Products Company
Emerson Electric Company		WestRock Company

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

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	18%	$	316,038	$	158,019		15,921
Michael Casamento	75%	0% to 150% of base salary	8%	$	83,617	$	41,808		4,213
Eric Roegner	75%	0% to 150% of base salary	11%	$	114,975	$	57,487		5,792
Fred Stephan	75%	0% to 150% of base salary	30%	$	309,374	$	154,687		15,585
Michael Zacka	75%	0% to 150% of base salary	19%	$	253,010	$	126,505		12,746

Category	Safety Targets	Financial Targets	Strategy and Organizational Development Goals
Weighting	5%	80-85%	10-15%
Outcome	Some targets met
Comments	• Safety recordable cases decreased by 31% from fiscal year 2022 and 69% of sites were injury free for more than 12 months, however one fatality occurred involving a contractor’s employee at our Pondicherry site in India	• Organic sales growth decreased by 0.2% compared to fiscal year 2022 • Decrease in adjusted EPS of 1.9% on a comparable constant currency basis relative to fiscal year 2022, • Adjusted free cash flow of $848 million	• Significant progress on talent and organizational matters, delivery of strategic projects and advancement of sustainability agenda

•	All NEOs had a safety objective to reduce recordable cases.
•	Financial metrics included both consolidated Amcor 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.
•	NEOs were assigned strategy and organizational development goals, where applicable to the role, with a focus on talent and employee engagement.

Dear Amcor Shareholders

Notice of Annual Meeting of Shareholders

Proxy Statement Summary

Matters to Be Voted on at the 2023 Annual Meeting

Amcor plc

Business Highlights

Nominees for Directors

Corporate Governance Highlights

Executive Compensation Highlights

Sustainability

Sustainability at Amcor

Proposal 1 Election of Directors

Director-Nominees

Director Compensation Summary

Fiscal Year 2023 Director Compensation

Board Composition

Director Independence

Board Diversity

Board Refreshment

Board Leadership Structure

Board Operations

Corporate Governance Documents

Committees of the Board

Audit Committee

Compensation Committee

Nominating and Corporate Governance Committee

Executive Committee

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 2023

Security Ownership of Directors and Executive Officers

Security Ownership of Certain Beneficial Owners

Delinquent Section 16(a) Reports

Executive Compensation Discussion and Analysis

Named Executive Officers

Introduction and Fiscal Year 2023 Highlights

A Compensation Approach Appropriate for a Truly Global Company

Emphasis on Variable, Performance-Based, At-Risk Compensation

Variable, Performance-Based, At-Risk Compensation is based on Amcor’s Shareholder Value Creation Model

Fiscal Year 2023 Incentive Outcomes - Highlights

Compensation Policy

Compensation Objectives

Compensation Decision-Making

Use of Compensation Consultants

Use of Peer Company and Competitive Market Data

COMPENSATION PEER GROUP:

Elements of Compensation

Base Salaries

Short-Term Incentive (STI)

Long-Term Incentive (LTI)

LTI grants during fiscal year 2023

TSR PEER GROUP(2):

LTI vested during fiscal year 2023

Retention/Share Payment Plan

Employment Agreements

Minimum Shareholding Policy

Hedging and Pledging Policy

Compensation Recovery Policy

Compensation Committee Report

Executive Compensation Tables

2023 Summary Compensation Table

2023 Benefits, Relocation Expenses, Plan Contributions and Tax-Related Payments (the “All Other Compensation” Column)

2023 Grants of Plan-Based Awards

Outstanding Equity Awards at 2023 Fiscal Year-End

2023 Option Exercises and Stock Vested

2023 Nonqualified Deferred Compensation

Potential Payments Upon Termination or Change in Control

CEO Pay Ratio

Pay Versus Performance Disclosure

Dear Amcor
Shareholders

TSR PEER GROUP⁽²⁾:

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	2023	1,742,877	3,459,902	1,120,168	316,038	667,010	7,305,995
	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
Michael Casamento⁽¹⁾ Executive Vice President, Finance and Chief Financial Officer	2023	1,057,240	1,614,678	533,524	83,617	540,332	3,829,391
	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
Eric Roegner President, Amcor Rigid Packaging	2023	1,016,945	1,595,205	521,572	114,975	168,355	3,417,052
	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
Fred Stephan President, Amcor Flexibles North America	2023	1,027,194	1,727,557	533,690	309,374	163,543	3,761,358
	2022	947,025	2,062,488	500,649	1,081,256	29,800	4,621,218
	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⁽¹⁾	2023	1,231,008	1,957,705	621,338	253,010	672,450	4,735,510
	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 NEOs 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 = 1.0653 USD).
(2)	The amount in this column represents the performance rights/shares and options granted under the LTI for fiscal year 2023, as well as the restricted share units granted under the STI-Deferred Equity Plan. STI-Deferred Equity Plan awards were calculated as 50% of the short-term cash incentive payments. Where short-term cash incentive payments were determined in currencies other than USD, the average foreign exchange rate for the five trading days prior to and including June 30, 2023 was applied to determine the USD equivalent. Equity allocations under the STI-Deferred Equity Plan were determined based on the VWAP of Amcor shares for the five trading days prior to and including June 30, 2023 ($9.93 per share). 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.
(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 were determined in currencies other than USD, the average foreign exchange rate for the five trading days prior to and including June 30, 2023 was applied to determine the USD equivalent for fiscal year 2023.
(4)	The elements of compensation included in the “All Other Compensation” column for fiscal year 2023 are set forth in the “2023 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 ($)	Total ($)
Ron Delia	2023	61,087	127,181	100,845	369,613	8,284	667,010
Michael Casamento	2023	32,811	191,755	111,854	203,912	—	540,332
Eric Roegner	2023	18,480	—	—	146,941	2,934	168,355
Fred Stephan	2023	17,093	—	—	143,551	2,899	163,543
Michael Zacka	2023	58,250	230,745	176,235	206,155	1,065	672,450

(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.

				Estimated Future Payouts Under Non-Equity Incentive Plan Awards			Estimated Future Payouts Under Equity Incentive Plan Awards						Exercise or Base Price of Option Awards ($/Share)	Grant Date Fair Value of Stock and Options Awards⁽⁵⁾
Name	Grant Type	Grant Date	Award (Approval) Date	Threshold ($)	Target ($)	Max ($)	Threshold (#)		Target (#)		Max (#)		Exercise or Base Price of Option Awards ($/Share)	Grant Date Fair Value of Stock and Options Awards⁽⁵⁾
Ron Delia	STI-Cash⁽¹⁾			0	2,106,920	3,160,381
	STI-Deferred Equity⁽²⁾						$	0	$	1,053,460	$	1,580,190
	LTI⁽³⁾	09/15/22	08/09/2022					50,488		201,950		403,900		3,301,883
	LTI⁽⁴⁾	09/15/22	08/09/2022					84,350		337,400		674,800	11.79	1,120,168
Michael Casamento	STI-Cash⁽¹⁾			0	798,794	1,597,589
	STI-Deferred Equity⁽²⁾						$	0	$	399,397	$	798,794
	LTI⁽³⁾	09/15/22	08/09/2022					24,050		96,200		192,400		1,572,870
	LTI⁽⁴⁾	09/15/22	08/09/2022					40,175		160,700		321,400	11.79	533,524
Eric Roegner	STI-Cash⁽¹⁾			0	766,497	1,532,994
	STI-Deferred Equity⁽²⁾						$	0	$	383,249	$	766,497
	LTI⁽³⁾	09/15/22	08/09/2022					23,513		94,050		188,100		1,537,718
	LTI⁽⁴⁾	09/15/22	08/09/2022					39,275		157,100		314,200	11.79	521,572
Fred Stephan	STI-Cash⁽¹⁾			0	784,080	1,568,160
	STI-Deferred Equity⁽²⁾						$	0	$	392,040	$	784,080
	LTI⁽³⁾	09/15/22	08/09/2022					24,050		96,200		192,400		1,572,870
	LTI⁽⁴⁾	09/15/22	08/09/2022					40,188		160,750		321,500	11.79	533,690
Michael Zacka	STI-Cash⁽¹⁾			0	930,084	1,860,168
	STI-Deferred Equity⁽²⁾						$	0	$	465,042	$	930,084
	LTI⁽³⁾	09/15/22	08/09/2022					28,000		112,000		224,000		1,831,200
	LTI⁽⁴⁾	09/15/22	08/09/2022					46,788		187,150		374,300	11.79	621,338

(1)	Represents the cash component of the incentive compensation opportunity available under the STI Plan for fiscal year 2023. 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 Plan component for fiscal year 2023. 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 2023 that will vest in fiscal year 2026, 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 2023 that will vest in fiscal year 2026, 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	2023⁽⁴⁾					82,452	822,871
	Short-Term Incentive - Deferred Equity	2022⁽⁵⁾					130,414	1,301,532
	Long-Term Incentive	2023⁽⁶⁾		674,800	11.79	10/31/28			403,900	4,030,922
		2022⁽⁷⁾		854,200	12.40	10/31/27			356,300	3,555,874
		2021⁽⁸⁾	407,159		11.21	10/31/26
		2020⁽⁹⁾	2,407,772		9.81	10/31/25
Michael Casamento	Short-Term Incentive - Deferred Equity	2023⁽⁴⁾					40,664	405,827
	Short-Term Incentive - Deferred Equity	2022⁽⁵⁾					60,084	599,638
	Long-Term Incentive	2023⁽⁶⁾		321,400	11.79	10/31/28			192,400	1,920,152
		2022⁽⁷⁾		423,100	12.40	10/31/27			176,500	1,761,470
		2021⁽⁸⁾	174,557		11.21	10/31/26
Eric Roegner	Short-Term Incentive - Deferred Equity	2023⁽⁴⁾					18,174	181,377
	Short-Term Incentive - Deferred Equity	2022⁽⁵⁾					63,879	637,512
	Long-Term Incentive	2023⁽⁶⁾		314,200	11.79	10/31/28			188,100	1,877,238
		2022⁽⁷⁾		401,700	12.40	10/31/27			167,600	1,672,648
		2021⁽⁸⁾	191,445		11.21	10/31/26
		2020⁽⁹⁾	400,000		9.81	10/31/25

(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 2023 ($9.98).
(4)	Time-based RSUs awarded on September 15, 2022 that will vest by September 1, 2024.
(5)	Time-based RSUs awarded on September 15, 2021 vested on August 28, 2023.
(6)	Performance rights/shares and options awarded on September 15, 2022 that would be earned based on achieving maximum level of performance.
(7)	Performance rights/shares and options awarded on September 15, 2021 that would be earned based on achieving maximum level of performance.
(8)	Unexercised options awarded on September 15, 2020 and vested on August 28, 2023.
(9)	Unexercised options awarded on November 11, 2019 and vested on August 26, 2022.

	Option Awards		Stock Awards
Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)	Number of Shares Acquired on Vesting of Performance Rights/Shares and RSUs (#)	Value Realized on Vesting ($)
Ron Delia	—	—	332,447	3,534,005
Michael Casamento	984,260	2,363,803	145,201	1,547,124
Eric Roegner	1,035,748	2,811,386	104,829	1,043,811
Fred Stephan	975,583	2,251,720	133,572	1,411,078
Michael Zacka	1,283,487	3,041,864	157,842	1,639,489

SEC Form DEF 14A filed by Amcor plc