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8-KThe WireRoutine

Shareholder Vote · Company Update

Filed Apr 26, 2019 · 7y ago · Accession 0001104659-19-023827

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 25, 2019 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 (Commission (IRS Employer of incorporation) File Number) Identification No.) 207 Goode Avenue Glendale, California 91203 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code (626) 304-2000 (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): o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 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 o 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.       o 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 25, 2019.  A total of 73,738,655 shares of the Company’s common stock, representing approximately 88% of the 83,972,867 shares outstanding and eligible to vote as of the February 25, 2019 record date for the meeting set by the Company’s Board of Directors (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, Peter Barker, Mark Barrenechea, Mitchell Butier, Ken Hicks, Andres Lopez, David Pyott, Patrick Siewert, Julia Stewart and Martha Sullivan to the Board for a one-year term expiring at the 2020 Annual Meeting of Stockholders; (ii) approved, on an advisory basis, the Company’s executive compensation; and (iii) ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2019. The final results of the voting for the eleven director nominees named in the Company’s proxy statement filed with the Securities and Exchange Commission on March 8, 2019 (the “2019 Proxy Statement”) were as follows: Director Nominee For Against Abstain Broker Non-Votes Bradley Alford 68,320,169 375,000 69,275 4,974,211 Anthony Anderson 66,462,203 2,233,784 68,457 4,974,211 Peter Barker 63,259,157 5,436,563 68,724 4,974,211 Mark Barrenechea 51,038,738 17,659,591 66,115 4,974,211 Mitchell Butier 65,858,244 2,679,782 226,418 4,974,211 Ken Hicks 67,253,843 1,441,314 69,287 4,974,211 Andres Lopez 68,328,726 379,069 56,649 4,974,211 David Pyott 64,487,855 4,207,967 68,622 4,974,211 Patrick Siewert 65,902,280 2,359,784 502,380 4,974,211 Julia Stewart 65,987,888 2,724,824 51,732 4,974,211 Martha Sullivan 68,332,642 375,649 56,153 4,974,211 The final results of the voting for proposals 2 and 3 described in the 2019 Proxy Statement were as follows: Proposal For Against Abstain Broker Non-Votes Approval, on an advisory basis, of the Company’s executive compensation 65,073,101 3,519,197 172,146 4,974,211 Ratification of appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2019 70,546,958 3,111,588 80,109 — Section 8 — Other Events Item 8.01 Other Events. On April 25, 2019, the Board authorized the repurchase of additional shares of the Company’s common stock with a fair market value of up to $650 million (exclusive of any fees, commissions or other expenses related to such purchases and in addition to any amount outstanding under any previous Board authorization). 2 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 26, 2019 By: /s/ Susan C. Miller Name: Susan C. Miller Title: Senior Vice President, General Counsel and Secretary 3
Filing details
Ticker
AVY
CIK
8818
Form type
8-K
Filing date
Apr 26, 2019
Report date
Apr 25, 2019
Document
a19-8799_38k.htm
Size
62 KB