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8-KThe WireRoutine

Shareholder Vote

Filed Apr 28, 2023 · 3y ago · Accession 0000008818-23-000008

Plain English

Material event — a significant development the company must disclose promptly.

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 27, 2023 Date of Report (Date of earliest event reported) AVERY DENNISON CORPORATION   (Exact name of registrant as specified in its charter)   Delaware     1-7685     95-1492269   (State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification No.)   8080 Norton Parkway              Mentor , Ohio 44060 (Address of principal executive offices)   (Zip Code) Registrant’s telephone number, including area code ( 440 ) 534-6000 (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:   Title of each class   Trading Symbol(s)   Name of each exchange on which registered Common stock, $1 par value   AVY   New York Stock Exchange 1.25% Senior Notes due 2025   AVY25   Nasdaq Stock Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Section 5 — Corporate Governance and Management Item 5.07 Submission of Matters to a Vote of Security Holders. (a) & (b) Avery Dennison Corporation (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) on April 27, 2023 in a virtual-only format. A total of 73,529,338 shares of the Company’s common stock, representing approximately 91% of the 81,108,975 shares outstanding and eligible to vote as of the February 27, 2023 record date for the meeting set by the Board, were represented in person or by proxy at the Annual Meeting, constituting a quorum. At the Annual Meeting, the Company’s stockholders (i) elected Bradley Alford, Anthony Anderson, Mitchell Butier, Ken Hicks, Andres Lopez, Francesca Reverberi, Patrick Siewert, Julia Stewart, Martha Sullivan and William Wagner to the Board for a one-year term expiring at the 2024 Annual Meeting of Stockholders; (ii) approved, on an advisory basis, the Company’s executive compensation; (iii) approved, on an advisory basis, every one year as the frequency with which the Company’s stockholders should hold advisory votes to approve executive compensation; and (iv) ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2023. The final results of the voting for the ten director nominees named in the Company’s proxy statement filed with the Securities and Exchange Commission on March 9, 2023 (the “2023 Proxy Statement”) were as follows:   Director Nominee For    Against    Abstain    Broker Non-Votes Bradley Alford 66,157,855 3,357,322 144,210 3,869,951 Anthony Anderson 67,461,764 2,059,628 137,995 3,869,951 Mitchell Butier 65,348,679 4,153,346 157,362 3,869,951 Ken Hicks 67,062,694 2,455,708 140,985 3,869,951 Andres Lopez 69,028,250 491,445 139,692 3,869,951 Francesca Reverberi 69,372,134 153,885 133,368 3,869,951 Patrick Siewert 63,847,281 4,941,831 870,275 3,869,951 Julia Stewart 64,144,397 4,647,882 867,108 3,869,951 Martha Sullivan 68,229,989 1,292,787 136,611 3,869,951 William Wagner 69,371,002 148,586 139,799 3,869,951 The final results of the voting for proposals 2 and 4 described in the 2023 Proxy Statement were as follows : Proposal    For Against Abstain Broker Non-Votes Approval, on an advisory basis, of the Company’s executive compensation    64,324,839 4,972,134 362,414 3,869,951 Ratification of appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2023    69,678,409 3,072,583 778,346 — The final results of the voting for proposal 3 described in the 2023 Proxy Statement were as follows : Proposal    One Year Two Years Three Years Abstain Broker Non-Votes Approval, on an advisory basis, of the frequency of advisory votes to approve the Company’s executive compensation    68,468,972  75,387  1,033,688  81,340  3,869,951  SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.     AVERY DENNISON CORPORATION Date: April 28, 2023 By:   /s/ Ignacio J. Walker   Name: Ignacio J. Walker Title:   Vice President and Chief Legal Officer
Filing details
Ticker
AVY
CIK
8818
Form type
8-K
Filing date
Apr 28, 2023
Report date
Apr 27, 2023
Document
avy-20230427.htm
Size
250 KB