8-KThe WireRoutine
Shareholder Vote · Company Update
Filed Apr 28, 2025 · 1y ago · Accession 0000008818-25-000010
Plain English
Material event — a significant development the company must disclose promptly.
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Filing text
View original ↗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 24, 2025
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
3.75% Senior Notes due 2034 AVY34 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) Avery Dennison Corporation (the “Company”) held its 2025 Annual Meeting of Stockholders in a virtual-only format on April 24, 2025.
(b) At the meeting, a total of 71,482,309 shares of the Company’s common stock, representing 90.5% of the 78,965,996 shares outstanding and eligible to vote as of the February 24, 2025 record date for the meeting established by the Company’s Board of Directors (the “Board”) were represented in person or by proxy, constituting a quorum. The Company’s stockholders (i) elected Bradley Alford, Mitchell Butier, Ward Dickson, Andres Lopez, Maria Fernanda Mejia, Francesca Reverberi, Patrick Siewert, Deon Stander and William Wagner to the Board for a one-year term; (ii) approved, on an advisory basis, the Company’s executive compensation; (iii) ratified the appointment of PwC as the Company’s independent registered public accounting firm for fiscal year 2025; and (iv) did not approve a stockholder proposal for a stockholder approval requirement for excessive golden parachutes.
The final results of the voting for the nine director nominees named in the Company’s proxy statement filed with the Securities and Exchange Commission on March 7, 2025 (the “2025 Proxy Statement”) were as follows:
Director Nominee For Against Abstain Broker
Non-Votes
Bradley Alford 62,460,080 4,477,364 142,402 4,402,463
Mitchell Butier 65,178,803 1,838,389 62,654 4,402,463
Ward Dickson 65,571,326 1,443,280 65,240 4,402,463
Andres Lopez 65,907,334 1,104,136 68,376 4,402,463
Maria Fernanda Mejia 66,439,892 572,933 67,021 4,402,463
Francesca Reverberi 66,292,247 723,525 64,074 4,402,463
Patrick Siewert 61,762,799 4,464,159 852,888 4,402,463
Deon Stander 65,818,915 1,189,852 71,079 4,402,463
William Wagner 58,894,052 7,948,139 237,655 4,402,463
The final results of the voting for proposals 2, 3 and 4 described in the 2025 Proxy Statement were as follows :
Proposal For Against Abstain Broker
Non-Votes
Approval, on an advisory basis, of the Company’s executive compensation 63,308,259 3,317,363 454,224 4,402,463
Ratification of appointment of PwC as the Company’s independent registered public accounting firm for fiscal year 2025 66,267,638 5,146,777 67,894 —
Vote on a stockholder proposal for a stockholder approval requirement for excessive golden parachutes 4,085,131 62,841,981 152,734 4,402,463
Section 8 — Other Events
Item 8.01 Other Events.
On April 24, 2025, the Board authorized the repurchase of additional shares of the Company’s common stock with a fair market value of up to $750 million (excluding any fees, commissions or other expenses related to such purchases and in addition to any amount outstanding under any previous Board authorization).
Section 9 — Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
Exhibit
Number Exhibit Title
104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)
EXHIBIT INDEX
Exhibit
Number Exhibit Title
104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
AVERY DENNISON CORPORATION
Date: April 28, 2025 By: /s/ Deon M. Stander
Name: Deon M. Stander
Title: President and Chief Executive Officer
Filing details
- Company
- Avery Dennison Corp
- Ticker
- AVY
- CIK
- 8818
- Form type
- 8-K
- Filing date
- Apr 28, 2025
- Report date
- Apr 24, 2025
- Document
- avy-20250424.htm
- Size
- 226 KB