Avery Dennison Files 8-K: Corporate Updates

Ticker: AVY · Form: 8-K · Filed: Apr 26, 2024 · CIK: 8818

Sentiment: neutral

Topics: corporate-governance, regulatory-filing

Related Tickers: AVY

TL;DR

AVERY DENNISON FILED AN 8-K ON APRIL 25TH - EXPECT CORPORATE GOVERNANCE UPDATES.

AI Summary

Avery Dennison Corporation filed an 8-K on April 26, 2024, reporting events as of April 25, 2024. The filing indicates amendments to articles of incorporation or bylaws, submission of matters to a vote of security holders, and financial statements and exhibits. Specific financial details or significant corporate actions beyond these procedural items are not detailed in the provided excerpt.

Why It Matters

This filing signals routine corporate governance activities and potential updates to the company's foundational documents or shareholder matters, which are important for transparency and regulatory compliance.

Risk Assessment

Risk Level: low — The filing appears to be procedural, related to corporate governance and standard reporting requirements, rather than indicating significant financial distress or major strategic shifts.

Key Players & Entities

FAQ

What specific amendments were made to Avery Dennison's articles of incorporation or bylaws?

The provided excerpt does not specify the nature of the amendments to the articles of incorporation or bylaws.

What matters were submitted to a vote of security holders?

The filing indicates that matters were submitted to a vote of security holders, but the specific matters are not detailed in this excerpt.

What financial statements and exhibits are included in this filing?

The excerpt states that financial statements and exhibits are included, but does not list them.

What is the exact date of the earliest event reported in this 8-K?

The date of the earliest event reported is April 25, 2024.

What is Avery Dennison Corporation's fiscal year end?

Avery Dennison Corporation's fiscal year end is December 28.

Filing Stats: 1,448 words · 6 min read · ~5 pages · Grade level 17.1 · Accepted 2024-04-26 12:07:19

Key Financial Figures

Filing Documents

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. At the Annual Meeting of Stockholders held in a virtual-only format on April 25, 2024 (the "Annual Meeting") of Avery Dennison Corporation (the "Company"), stockholders approved a Certificate of Amendment to the Company's Amended and Restated Certificate of Incorporation (the "Charter Amendment") to provide that stockholders holding at least 25% of the Company's outstanding common stock have the right to request that the Company call special meetings of stockholders. The foregoing description of the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to the Charter Amendment, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference. In addition, on April 25, 2024, the Company's Board of Directors (the "Board") amended and restated the Company's bylaws (as so amended and restated, the "Amended and Restated Bylaws"), effective as of that date subject to the filing and effectiveness of the Charter Amendment, to specify the procedures for stockholder-requested special meetings. The Amended and Restated Bylaws provide, among other things, for the following: Any stockholder request to call a special meeting must include certain specified information including, but not limited to, (i) a statement of the purpose of the requested special meeting, (ii) documentary evidence that the requesting stockholders own at least 25% of the outstanding shares of common stock of the Company as of the date of the request, and (iii) certain specified information, representations, and agreements required with respect to any director nominations or other business proposed to be presented at the special meeting; and A special meeting request would not be valid in certain limited circumstances, including (i) if the special meeting request does not comply with the requirements of the Company's governing documents, (ii) if the spec

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. (a) The Company held its Annual Meeting in a virtual-only format on April 25, 2024 . (b) At the Annual Meeting, a total of 73,607,068 shares of the Company's common stock, representing approximately 91% of the 80,520,396 shares outstanding and eligible to vote as of the February 26, 2024 record date for the meeting set by the Board, were represented in person or by proxy, constituting a quorum. At the Annual Meeting, the Company's stockholders (i) elected Bradley Alford, Mitchell Butier, Ken Hicks, Andres Lopez, Maria Fernanda Mejia, Francesca Reverberi, Patrick Siewert, Deon Stander, Martha Sullivan and William Wagner to the Board for a one-year term expiring at the 2025 Annual Meeting of Stockholders; (ii) approved, on an advisory basis, the Company's executive compensation; (iii) approved the Charter Amendment; and (iv) ratified the appointment of PwC as the Company's independent registered public accounting firm for fiscal year 2024. 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 11, 2024 (the "2024 Proxy Statement") were as follows: Director Nominee For Against Abstain Broker Non-Votes Bradley Alford 66,366,793 3,428,737 79,107 3,732,431 Mitchell Butier 67,646,009 2,166,688 61,940 3,732,431 Ken Hicks 66,798,569 2,997,240 78,828 3,732,431 Andres Lopez 68,707,277 1,091,836 75,524 3,732,431 Maria Fernanda Mejia 69,746,701 53,424 74,512 3,732,431 Francesca Reverberi 69,355,735 418,534 100,368 3,732,431 Patrick Siewert 64,366,938 4,592,654 915,045 3,732,431 Deon Stander 68,632,413 1,190,854 51,370 3,732,431 Martha Sullivan 67,835,162 1,962,709 76,766 3,732,431 William Wagner 68,152,621 1,621,919 100,097 3,732,431 The final results of the voting for proposals 2, 3 and 4 described in the 2024 Proxy Statement were as follows : Proposal For Against Abstain Broker Non-Votes

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit Number Exhibit Title 3.1 Certificate of Amendment to Amended and Restated Certificate of Incorporation of Avery Dennison Corporation, effective as of April 25, 2024. 3.2 Amended and Restated Bylaws of Avery Dennison Corporation, effective as of April 25, 2024. 104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101). EXHIBIT INDEX Exhibit Number Exhibit Title 3.1 Certificate of Amendment to Amended and Restated Certificate of Incorporation of Avery Dennison Corporation, effective as of April 25, 2024. 3.2 Amended and Restated Bylaws of Avery Dennison Corporation, effective as of April 25 , 2024. 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: April 26, 2024 By: /s/ Ignacio J. Walker Name: Ignacio J. Walker Title: Senior Vice President and Chief Legal Officer

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