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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): January 1, 2025

 

 

 

AMCOR PLC

(Exact name of registrant as specified in its charter)

 

 

Jersey 001-38932 98-1455367
(State or other jurisdiction
of incorporation)		 (Commission File Number) (IRS Employer Identification No.)

 

83 Tower Road North  
Warmley, Bristol  
United Kingdom BS30 8XP
(Address of principal executive offices) (Zip Code)

 

+44 117 9753200

(Registrant’s telephone number, including area code)

 

 

 

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:

 

¨ 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
Ordinary Shares, par value $0.01 per share AMCR New York Stock Exchange
1.125% Guaranteed Senior Notes Due 2027 AUKF/27 New York Stock Exchange
5.450% Guaranteed Senior Notes Due 2029 AMCR/29 New York Stock Exchange
3.950% Guaranteed Senior Notes Due 2032 AMCR/32 New York Stock Exchange

 

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. ¨

 

 

 

 

 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On January 6, 2025, Amcor plc (the “Company”) announced that Mr. Eric Roegner, the Company’s President, Amcor Rigid Packaging, became Executive Vice President, Integration and Special Projects, effective January 1, 2025 and no longer serves as an executive officer of the Company. In his new role, Mr. Roegner reports to the Company’s Executive Vice President, Strategy and Development Group, and will bring his knowledge of the closures and containers business to facilitate strategic initiatives, including the integration with Berry Global.

 

Mr. Roegner is a party to an employment agreement with the Company, dated August 28, 2018 (the “Original Employment Agreement”), which was modified by a letter agreement (the “Roegner Letter Agreement”), effective as of January 1, 2025, between the Company and Mr. Roegner to reflect his new role and title. As reflected in the Roegner Letter Agreement, Mr. Roegner’s compensation as disclosed in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on September 24, 2024 will remain unchanged in his new role.

 

Mr. Rodrigo Lecot has been appointed to serve as Interim President, Amcor Rigid Packaging, effective January 1, 2025.

 

The foregoing descriptions of the Roegner Letter Agreement and the Original Employment Agreement are not complete, are in summary form only and are qualified in their entirety by reference to the full text of the Roegner Letter Agreement and the Original Employment Agreement, which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K, respectively.

 

Item 9.01. Financial Statements and Exhibits.

 

  Exhibit Index
Exhibit
No.		 Description
10.1 Letter Agreement between Amcor Rigid Plastics USA Inc. and Eric Roegner, effective as of January 1, 2025.*
10.2 Employment Agreement between Amcor Rigid Plastics USA Inc. and Eric Roegner, dated as of August 28, 2018 (incorporated by reference to Exhibit 10.7 to Amcor plc’s Registration Statement on Form S-4 filed on March 12, 2019).*
104 Cover Page Interactive Data File. The cover page XBRL tags are embedded within the inline XBRL document.

 

* This exhibit is a management contract or compensatory plan or arrangement.

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    AMCOR PLC
       
Date January 6, 2025 /s/ Damien Clayton
    Name: Damien Clayton
    Title: Company Secretary

 

 

 

 

Exhibit 10.1

 

Strictly Private and Confidential

 

 
January 3, 2025  

 

Eric Roegner

-- delivered electronically --

 

Appointment as Executive Vice President, Integration and Special Projects

 

Dear Eric,

 

I am pleased to provide this letter confirming your appointment as Executive Vice President, Integration and Special Projects, effective 1 January 2025, and reporting to Ian Wilson, Executive Vice President, Strategy & Development. All other terms set forth in your employment agreement dated 28 August 2018 continue to apply.

 

At the time of any company-initiated termination except for cause Amcor will, consistent with the treatment of other terminations, seek the approval of good leaver treatment of your incentives from the Amcor Board.

 

Please sign below to indicate your acceptance of the terms described in this letter.

 

By: /s/ Peter Konieczny  
Peter Konieczny  
CEO  

 

Agreed to this 3rd day of January, 2025

 

By: /s/ Eric Roegner  
Eric Roegner  

 

/1

 

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Jan. 01, 2025
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Entity File Number 001-38932
Entity Registrant Name AMCOR PLC
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Entity Tax Identification Number 98-1455367
Entity Incorporation, State or Country Code Y9
Entity Address, Address Line One 83 Tower Road North
Entity Address, City or Town Warmley, Bristol
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Entity Address, Postal Zip Code BS30 8XP
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Ordinary Shares, par value $0.01 per share[Member]  
Title of 12(b) Security Ordinary Shares, par value $0.01 per share
Trading Symbol AMCR
Security Exchange Name NYSE
1.125% Guaranteed Senior Notes Due 2027 [Member]  
Title of 12(b) Security 1.125% Guaranteed Senior Notes Due 2027
Trading Symbol AUKF/27
Security Exchange Name NYSE
5.450% Guaranteed Senior Notes Due 2029 [Member]  
Title of 12(b) Security 5.450% Guaranteed Senior Notes Due 2029
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Security Exchange Name NYSE
3.950% Guaranteed Senior Notes Due 2032 [Member]  
Title of 12(b) Security 3.950% Guaranteed Senior Notes Due 2032
Trading Symbol AMCR/32
Security Exchange Name NYSE
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