Avery Dennison Updates Officer Compensation, Bylaws

TL;DR

**Avery Dennison just tweaked executive pay and company rules, keep an eye on governance.**

AI Summary

Avery Dennison Corp filed an 8-K on February 26, 2024, reporting events from February 20, 2024. The filing indicates changes related to compensatory arrangements for certain officers and amendments to the company's bylaws. It also mentions the company's Senior Notes Due 2025 and Common Stock, suggesting potential financial or governance updates.

Why It Matters

This filing signals potential shifts in executive compensation and corporate governance at Avery Dennison, which could influence investor confidence and operational strategy.

Risk Assessment

Risk Level: low — The filing primarily concerns administrative and governance updates, not immediate financial distress or major operational changes.

Key Players & Entities

• Avery Dennison Corp (company) — registrant
• February 20, 2024 (date) — date of earliest event reported
• February 26, 2024 (date) — filing date
• Senior Notes Due 2025 (other) — financial instrument mentioned
• Common Stock (other) — financial instrument mentioned

FAQ

Key Financial Figures

• $1 — ange on which registered Common stock, $1 par value AVY New York Stock Exchange

Filing Documents

• avy-20240220.htm (8-K) — 45KB
• ex318k2-26x24.htm (EX-3.1) — 220KB
• ex9918k2-26x24.htm (EX-99.1) — 8KB
• image_0.jpg (GRAPHIC) — 7KB
• 0000008818-24-000004.txt ( ) — 499KB
• avy-20240220.xsd (EX-101.SCH) — 3KB
• avy-20240220_def.xml (EX-101.DEF) — 16KB
• avy-20240220_lab.xml (EX-101.LAB) — 30KB
• avy-20240220_pre.xml (EX-101.PRE) — 16KB
• avy-20240220_htm.xml (XML) — 4KB

03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On February 22, 2024, the Board amended and restated the Company's bylaws, effective as of that date (as so amended and restated, the "Amended and Restated Bylaws"), to, among other things: Amend the provision governing the location of the Company's registered office to provide that the registered office of the Company shall be fixed in the Company's certificate of incorporation; As to a stockholder's obligation to update and supplement such stockholder's notice of director nominations and proposals of business, clarify that such updated information shall not limit the Company's rights with respect to any deficiencies in any notice, to extend any applicable deadlines or to permit a stockholder to amend or update any proposal or to submit a new proposal; Specify the time period for determining whether a contested election exists for purposes of the voting standard for the election of directors; Update the advance notice provision to clarify that if a stockholder or a qualified representative thereof does not appear at the meeting to present such stockholder's nomination or proposal, the nomination or proposal will be disregarded; Provide that the number of directors of the Board shall be fixed from time to time by resolution approved by the Board; Clarify that the Board has elected for the Company to be governed by Section 141(c)(2) of the Delaware General Corporation Law (the "DGCL"); Clarify certain procedures and standards with respect to indemnification and advancement of expenses to directors, officers and other agents of the Company; Revise the procedures for replacing lost, stolen or destroyed certificates; and Provide that new bylaws may be adopted or the Amended and Restated Bylaws may be amended or repealed by the stockholders using the voting standard of majority of shares represented and entitled to vote, rather than majority of votes cast. The Amend

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit Number Exhibit Title 3.1 Amended and Restated Bylaws of Avery Dennison Corporation, effective as of February 22, 2024. 99.1 Press Release, dated February 26, 2024, announcing appointment of Maria Fernanda Mejia to the Board of Directors of Avery Dennison Corporation. 104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101). EXHIBIT INDEX Exhibit Number Exhibit Title 3.1 Amended and Restated Bylaws of Avery Dennison Corporation, effective as of February 22, 2024. 99.1 Press Release, dated February 26, 2024, announcing appointment of Maria Fernanda Mejia to the Board of Directors of Avery Dennison Corporation. 104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

SIGNATURES

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: February 26, 2024 By: /s/ Mitchell R. Butier Name: Title: Mitchell R. Butier Executive Chairman

View Full Filing

View this 8-K filing on SEC EDGAR