Current Report Filing (8-k)
April 28 2020 - 11:22AM
Edgar (US Regulatory)
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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
Date of Report (Date of earliest event reported)
April 23, 2020
AVERY DENNISON CORPORATION
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(Exact name of registrant as specified in its charter)
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Delaware
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1-7685
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95-1492269
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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207 Goode Avenue
Glendale, California
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91203
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including
area code (626) 304-2000
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(Former name or former address, if changed since last report.)
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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
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Trading Symbol(s)
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Name of each exchange on which registered
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Common stock, $1 par value
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AVY
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New York Stock Exchange
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1.25% Senior Notes due 2025
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AVY25
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New York Stock Exchange
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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) & (b) Avery
Dennison Corporation (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) in
a virtual-only format on April 23, 2020. A total of 75,110,458 shares of the Company’s common stock, representing approximately
90% of the 83,295,966 shares outstanding and eligible to vote as of the February 24, 2020 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, Patrick Siewert, Julia Stewart and Martha Sullivan to the Board for a one-year
term expiring at the 2021 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 2020.
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 6, 2020 (the “2020 Proxy Statement”) were as follows:
Director Nominee
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For
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Against
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Abstain
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Broker
Non-Votes
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Bradley Alford
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69,957,255
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994,868
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163,227
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3,995,108
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Anthony Anderson
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69,493,351
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1,459,132
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162,867
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3,995,108
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Peter Barker
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65,137,502
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5,806,201
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171,647
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3,995,108
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Mark Barrenechea
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46,795,233
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24,155,877
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164,240
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3,995,108
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Mitchell Butier
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65,998,532
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4,534,543
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582,275
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3,995,108
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Ken Hicks
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69,568,272
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1,364,841
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182,237
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3,995,108
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Andres Lopez
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70,311,438
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615,953
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187,959
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3,995,108
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Patrick Siewert
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65,424,218
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5,108,981
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582,151
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3,995,108
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Julia Stewart
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66,983,179
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3,966,558
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165,613
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3,995,108
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Martha Sullivan
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70,551,425
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398,677
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165,248
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3,995,108
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The final results of the voting for proposals
2 and 3 described in the 2020 Proxy Statement were as follows:
Proposal
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For
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Against
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Abstain
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Broker
Non-Votes
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Approval, on an advisory basis, of the Company’s executive compensation
|
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67,845,635
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3,056,530
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213,185
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3,995,108
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Ratification of appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2020
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70,010,097
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4,532,967
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567,394
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—
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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.
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AVERY DENNISON CORPORATION
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Date: April 28, 2020
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By:
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/s/ Susan C. Miller
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Name: Susan C. Miller
Title: Senior Vice President, General Counsel and
Secretary
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