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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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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
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