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Avery Dennison Corp. – ‘10-K’ for 12/30/23 – ‘EX-97’

On: Wednesday, 2/21/24, at 4:04pm ET · For: 12/30/23 · Accession #: 8818-24-3 · File #: 1-07685

Previous ‘10-K’: ‘10-K’ on 2/22/23 for 12/31/22 · Latest ‘10-K’: This Filing · 31 References:

  As Of               Filer                 Filing    For·On·As Docs:Size

 2/21/24  Avery Dennison Corp.              10-K       12/30/23  128:14M

Annual Report — Form 10-K — SEA’34

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   2.48M 
 2: EX-21       Subsidiaries List                                   HTML    101K 
 3: EX-23       Consent of Expert or Counsel                        HTML     35K 
 8: EX-97       Clawback Policy re: Recovery of Erroneously         HTML     54K 
                Awarded Compensation                                             
 4: EX-31.1     Certification -- §302 - SOA'02                      HTML     39K 
 5: EX-31.2     Certification -- §302 - SOA'02                      HTML     39K 
 6: EX-32.1     Certification -- §906 - SOA'02                      HTML     36K 
 7: EX-32.2     Certification -- §906 - SOA'02                      HTML     37K 
14: R1          Cover Page                                          HTML    107K 
15: R2          Audit Information                                   HTML     40K 
16: R3          Consolidated Balance Sheets                         HTML    133K 
17: R4          Consolidated Balance Sheets (Parenthetical)         HTML     49K 
18: R5          Consolidated Statements of Income                   HTML    104K 
19: R6          Consolidated Statements of Comprehensive Income     HTML     74K 
20: R7          Consolidated Statements of Shareholders' Equity     HTML     76K 
21: R8          Consolidated Statements of Shareholders' Equity     HTML     45K 
                (Parenthetical)                                                  
22: R9          Consolidated Statements of Cash Flows               HTML    127K 
23: R10         Summary of Significant Accounting Policies          HTML     75K 
24: R11         Business Acquisitions                               HTML     46K 
25: R12         Goodwill and Other Intangibles Resulting From       HTML     92K 
                Business Acquisitions                                            
26: R13         Debt                                                HTML     71K 
27: R14         Financial Instruments                               HTML     65K 
28: R15         Pension and Other Postretirement Benefits           HTML    261K 
29: R16         Commitments and Leases                              HTML    135K 
30: R17         Contingencies                                       HTML     57K 
31: R18         Fair Value Measurements                             HTML     75K 
32: R19         Net Income Per Common Share                         HTML     52K 
33: R20         Supplemental Equity and Comprehensive Income        HTML     82K 
                Information                                                      
34: R21         Long-Term Incentive Compensation                    HTML     95K 
35: R22         Cost Reduction Actions                              HTML     89K 
36: R23         Taxes Based on Income                               HTML    137K 
37: R24         Segment and Disaggregated Revenue Information       HTML    161K 
38: R25         Supplemental Financial Information                  HTML     90K 
39: R26         Pay vs Performance Disclosure                       HTML     47K 
40: R27         Insider Trading Arrangements                        HTML     41K 
41: R28         Summary of Significant Accounting Policies          HTML    133K 
                (Policies)                                                       
42: R29         Goodwill and Other Intangibles Resulting From       HTML     98K 
                Business Acquisitions (Tables)                                   
43: R30         Debt (Tables)                                       HTML     65K 
44: R31         Financial Instruments (Tables)                      HTML     64K 
45: R32         Pension and Other Postretirement Benefits (Tables)  HTML    268K 
46: R33         Commitments and Leases (Tables)                     HTML    106K 
47: R34         Contingencies (Tables)                              HTML     44K 
48: R35         Fair Value Measurements (Tables)                    HTML     72K 
49: R36         Net Income Per Common Share (Tables)                HTML     51K 
50: R37         Supplemental Equity and Comprehensive Income        HTML     75K 
                Information (Tables)                                             
51: R38         Long-Term Incentive Compensation (Tables)           HTML     91K 
52: R39         Cost Reduction Actions (Tables)                     HTML     87K 
53: R40         Taxes Based on Income (Tables)                      HTML    137K 
54: R41         Segment and Disaggregated Revenue Information       HTML    161K 
                (Tables)                                                         
55: R42         Supplemental Financial Information (Tables)         HTML     98K 
56: R43         Summary of Significant Accounting Policies          HTML     59K 
                (Details)                                                        
57: R44         Business Acquisitions (Details)                     HTML     53K 
58: R45         GOODWILL AND OTHER INTANGIBLES RESULTING FROM       HTML     55K 
                BUSINESS ACQUISITIONS - Goodwill Rollforward                     
                (Details)                                                        
59: R46         GOODWILL AND OTHER INTANGIBLES RESULTING FROM       HTML     53K 
                BUSINESS ACQUISITIONS - Narrative (Details)                      
60: R47         GOODWILL AND OTHER INTANGIBLES RESULTING FROM       HTML     48K 
                BUSINESS ACQUISITIONS - Schedule of the Amounts                  
                and Useful Lives of Finite-Lived Intangible Assets               
                (Details)                                                        
61: R48         GOODWILL AND OTHER INTANGIBLES RESULTING FROM       HTML     54K 
                BUSINESS ACQUISITIONS - Schedule of Finite-Lived                 
                Intangible Assets (Details)                                      
62: R49         GOODWILL AND OTHER INTANGIBLES RESULTING FROM       HTML     48K 
                BUSINESS ACQUISITIONS - Expected Amortization                    
                (Details)                                                        
63: R50         DEBT - Short-Term Borrowings (Details)              HTML     50K 
64: R51         DEBT - Short-Term Credit Facilities (Details)       HTML     57K 
65: R52         DEBT - Long-Term Borrowings (Details)               HTML     66K 
66: R53         DEBT - Schedule of Long-Term Debt, Including its    HTML     78K 
                Respective Interest Rates, at Year-End (Details)                 
67: R54         DEBT - Schedule of Maturities of Long-Term Debt     HTML     52K 
                (Details)                                                        
68: R55         DEBT - Other (Details)                              HTML     42K 
69: R56         FINANCIAL INSTRUMENTS - Narrative (Details)         HTML     48K 
70: R57         FINANCIAL INSTRUMENTS - Balance Sheet Locations of  HTML     58K 
                Other Derivatives, Fair Value (Details)                          
71: R58         FINANCIAL INSTRUMENTS - Net Losses Recognized in    HTML     46K 
                Income (Details)                                                 
72: R59         PENSION AND OTHER POSTRETIREMENT BENEFITS -         HTML     56K 
                Narrative (Details)                                              
73: R60         PENSION AND OTHER POSTRETIREMENT BENEFITS -         HTML     68K 
                Defined Benefit Plans (Details)                                  
74: R61         PENSION AND OTHER POSTRETIREMENT BENEFITS -         HTML     60K 
                Reconciliation For Assets Measure At Fair Value                  
                Using Level 3 (Details)                                          
75: R62         PENSION AND OTHER POSTRETIREMENT BENEFITS - Change  HTML     69K 
                in Projected Benefit Obligations (Details)                       
76: R63         PENSION AND OTHER POSTRETIREMENT BENEFITS - Change  HTML     63K 
                in Plan Assets (Details)                                         
77: R64         PENSION AND OTHER POSTRETIREMENT BENEFITS - Funded  HTML     60K 
                Status of the Plan (Details)                                     
78: R65         PENSION AND OTHER POSTRETIREMENT BENEFITS -         HTML     47K 
                Pre-tax Amount Recognized in Accumulated Other                   
                Comprehensive Loss (Details)                                     
79: R66         PENSION AND OTHER POSTRETIREMENT BENEFITS -         HTML     56K 
                Pre-tax Amount Recognized in Other Comprehensive                 
                Loss (Income) (Details)                                          
80: R67         PENSION AND OTHER POSTRETIREMENT BENEFITS -         HTML     70K 
                Components of Net Periodic Benefit Cost (Details)                
81: R68         PENSION AND OTHER POSTRETIREMENT BENEFITS -         HTML     50K 
                Weighted-Average Assumptions for Determining Net                 
                Periodic Cost (Details)                                          
82: R69         PENSION AND OTHER POSTRETIREMENT BENEFITS - Future  HTML     52K 
                Benefit Payments (Details)                                       
83: R70         PENSION AND OTHER POSTRETIREMENT BENEFITS -         HTML     56K 
                Postretirement Health Benefits, Defined                          
                Contribution and Other Retirement Plans (Details)                
84: R71         COMMITMENTS AND LEASES - Supplemental Cost          HTML     37K 
                Information Related to Leases (Details)                          
85: R72         COMMITMENTS AND LEASES - Supplemental Balance       HTML     70K 
                Sheet Information Related to Leases (Details)                    
86: R73         COMMITMENTS AND LEASES - Supplemental Cash Flow     HTML     40K 
                Information Related to Leases (Details)                          
87: R74         COMMITMENTS AND LEASES - Schedule of Weighted       HTML     46K 
                Average Remaining Lease Term and Discount Rate                   
                Information (Details)                                            
88: R75         COMMITMENTS AND LEASES - Schedule of Maturities of  HTML     75K 
                Lease Liabilities (Details)                                      
89: R76         CONTINGENCIES - Narrative (Details)                 HTML     58K 
90: R77         CONTINGENCIES - Activity (Details)                  HTML     46K 
91: R78         FAIR VALUE MEASUREMENTS - Recurring Fair Value      HTML     81K 
                Measurements (Details)                                           
92: R79         FAIR VALUE MEASUREMENTS - Narrative (Details)       HTML     52K 
93: R80         Net Income Per Common Share (Details)               HTML     71K 
94: R81         SUPPLEMENTAL EQUITY AND COMPREHENSIVE INCOME        HTML     65K 
                INFORMATION - Narrative (Details)                                
95: R82         SUPPLEMENTAL EQUITY AND COMPREHENSIVE INCOME        HTML     65K 
                INFORMATION - Change in Accumulated Other                        
                Comprehensive Loss (Details)                                     
96: R83         SUPPLEMENTAL EQUITY AND COMPREHENSIVE INCOME        HTML     54K 
                INFORMATION - Income Tax (Benefit) Expense                       
                Allocated to Each Component of Other Comprehensive               
                loss (Details)                                                   
97: R84         LONG-TERM INCENTIVE COMPENSATION - Narrative        HTML    140K 
                (Details)                                                        
98: R85         LONG-TERM INCENTIVE COMPENSATION - Stock-Based      HTML     40K 
                Compensation Expense and the Related Recognized                  
                Tax Benefit (Details)                                            
99: R86         LONG-TERM INCENTIVE COMPENSATION - Stock Option     HTML     77K 
                Information (Details)                                            
100: R87         LONG-TERM INCENTIVE COMPENSATION - Number of        HTML     80K  
                Awards, Weighted-average Grant-date Fair Value                   
                (Details)                                                        
101: R88         COST REDUCTION ACTIONS - Narrative (Details)        HTML     50K  
102: R89         COST REDUCTION ACTIONS - Restructuring Charges and  HTML     62K  
                Payments (Details)                                               
103: R90         COST REDUCTION ACTIONS - Restructuring Charges by   HTML     48K  
                Reportable Segment and Corporate (Details)                       
104: R91         TAXES BASED ON INCOME - Schedule of Taxes Based on  HTML     63K  
                Income (Details)                                                 
105: R92         TAXES BASED ON INCOME - Increase (Decrease) in      HTML     72K  
                Taxes (Details)                                                  
106: R93         TAXES BASED ON INCOME - Income (Loss) from          HTML     45K  
                Continuing Operations before Taxes (Details)                     
107: R94         TAXES BASED ON INCOME - Narrative (Details)         HTML     65K  
108: R95         TAXES BASED ON INCOME - Schedule of Components of   HTML     72K  
                the Temporary Differences (Details)                              
109: R96         TAXES BASED ON INCOME - Net Operating Loss and Tax  HTML     60K  
                Carryforwards (Details)                                          
110: R97         TAXES BASED ON INCOME - Unrecognized Tax Benefits   HTML     44K  
                (Details)                                                        
111: R98         TAXES BASED ON INCOME - Reconciliation of           HTML     49K  
                Unrecognized Tax Benefits (Details)                              
112: R99         SEGMENT AND DISAGGREGATED REVENUE INFORMATION -     HTML     69K  
                Net Sales to Unaffiliated Customers (Details)                    
113: R100        SEGMENT AND DISAGGREGATED REVENUE INFORMATION -     HTML     53K  
                Narrative (Details)                                              
114: R101        SEGMENT AND DISAGGREGATED REVENUE INFORMATION -     HTML     51K  
                Material Group Revenue By Product (Details)                      
115: R102        SEGMENT AND DISAGGREGATED REVENUE INFORMATION -     HTML     75K  
                Additional Financial Information by Reportable                   
                Segment (Details)                                                
116: R103        SEGMENT AND DISAGGREGATED REVENUE INFORMATION -     HTML     66K  
                Other Expense (Income), Net by Type (Details)                    
117: R104        SEGMENT AND DISAGGREGATED REVENUE INFORMATION -     HTML     45K  
                Property, Plant and Equipment (Details)                          
118: R105        SUPPLEMENTAL FINANCIAL INFORMATION - Inventories    HTML     45K  
                (Details)                                                        
119: R106        SUPPLEMENTAL FINANCIAL INFORMATION - Property,      HTML     53K  
                Plant and Equipment, Net (Details)                               
120: R107        SUPPLEMENTAL FINANCIAL INFORMATION - Software       HTML     45K  
                (Details)                                                        
121: R108        SUPPLEMENTAL FINANCIAL INFORMATION - Allowance of   HTML     46K  
                credit losses (Details)                                          
122: R109        SUPPLEMENTAL FINANCIAL INFORMATION - Research and   HTML     54K  
                Development, Supplemental Cash Flow Information                  
                and Deferred Revenue (Details)                                   
123: R110        SUPPLEMENTAL FINANCIAL INFORMATION - Narrative      HTML     42K  
                (Details)                                                        
125: XML         IDEA XML File -- Filing Summary                      XML    240K  
128: XML         XBRL Instance -- avy-20231230_htm                    XML   3.58M  
124: EXCEL       IDEA Workbook of Financial Report Info              XLSX    244K  
10: EX-101.CAL  XBRL Calculations -- avy-20231230_cal                XML    275K 
11: EX-101.DEF  XBRL Definitions -- avy-20231230_def                 XML   1.11M 
12: EX-101.LAB  XBRL Labels -- avy-20231230_lab                      XML   2.96M 
13: EX-101.PRE  XBRL Presentations -- avy-20231230_pre               XML   1.82M 
 9: EX-101.SCH  XBRL Schema -- avy-20231230                          XSD    265K 
126: JSON        XBRL Instance as JSON Data -- MetaLinks              772±  1.19M  
127: ZIP         XBRL Zipped Folder -- 0000008818-24-000003-xbrl      Zip    722K

‘EX-97’ — Clawback Policy re: Recovery of Erroneously Awarded Compensation

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

C: C:

Document

Exhibit 97

AVERY DENNISON CORPORATION

POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION

Avery Dennison Corporation (the “Company”) has adopted this Policy for Recovery of Erroneously Awarded Compensation (the “Policy”), effective as of October 2, 2023 (the “Effective Date”). Capitalized terms used in this Policy but not otherwise defined in this Policy are defined in Section 11.

1.Persons Subject to Policy

This Policy shall apply to any current and former executive officer of the Company (the “Officers”), as defined in Rule 10D-1(d) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Each Officer shall be required to sign an acknowledgement, substantially in the form attached hereto as Exhibit A, pursuant to which such Officer agrees to be bound by the terms of, and comply with, this Policy; any Officer’s failure to sign such acknowledgement shall not negate the application of this Policy to such Officer.

2. Compensation Subject to Policy

This Policy shall apply to Incentive-Based Compensation received on or after the Effective Date. For purposes of this Policy, the date on which Incentive-Based Compensation is “received” shall be determined under Section 10D of the Exchange Act, Rule 10D-1 promulgated thereunder, the listing rules of the national securities exchange or association on which the Company’s securities are listed, and any applicable rules, standards or other guidance adopted by the Securities and Exchange Commission or any national securities exchange or association on which the Company’s securities are listed (collectively, the “Applicable Rules”), which generally provide that Incentive-Based Compensation is “received” in the Company’s fiscal period during which the relevant Financial Reporting Measure is attained or satisfied, without regard to whether the grant, vesting or payment of the Incentive-Based Compensation occurs prior to or after the end of that period.

3. Recovery of Compensation

In the event that the Company is required to prepare an accounting restatement to correct the Company’s material noncompliance with any financial reporting requirement under U.S. securities laws (a “Restatement”), including restatements that correct an error in previously issued financial statements (a) that is material to the previously issued financial statements or (b) that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period, the Company shall recover, reasonably promptly, the portion of any Incentive-Based Compensation that is Erroneously Awarded Compensation, unless the Talent and Compensation Committee (the “Committee”) of the Company’s Board of Directors (the “Board”) has determined that recovery would be impracticable, and one or more of the Impracticability Conditions has been met. Recovery shall be required in accordance with the preceding sentence regardless of whether the applicable Officer engaged in misconduct or otherwise caused or contributed to the requirement for the Restatement and regardless of whether or when restated financial statements are filed by the Company. For clarity, the recovery or attempted recovery of Erroneously Awarded Compensation under this Policy will not give rise to any person’s right to voluntarily terminate employment for “good reason,” or due to a “constructive termination” (or any similar term of like effect) under any plan, program or policy of or agreement with the Company (including,

without limitation, the Amended and Restated Executive Severance Plan and the Amended and Restated Key Employee Change of Control Severance Plan) or any of its affiliates or to constitute a breach of a contract or other arrangement to which such person is party.

4. Manner of Recovery; Limitation on Duplicative Recovery

The Committee shall, in its sole discretion, determine the manner of recovery of any Erroneously Awarded Compensation, which may include, without limitation, (a) reduction or cancellation by the Company or an affiliate of the Company of Incentive-Based Compensation or Erroneously Awarded Compensation, (b) requiring the reimbursement or repayment by any person subject to this Policy of the Erroneously Awarded Compensation, and (c) to the extent permitted by law, an offset of the Erroneously Awarded Compensation against other compensation payable by the Company or an affiliate of the Company to such person. Notwithstanding the foregoing, unless otherwise prohibited by the Applicable Rules, to the extent this Policy provides for recovery of Erroneously Awarded Compensation already recovered by the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 or Other Recovery Arrangements, the amount of Erroneously Awarded Compensation already recovered by the Company from the recipient of such Erroneously Awarded Compensation will be credited to the amount of Erroneously Awarded Compensation required to be recovered pursuant to this Policy from such person.

5. Administration

This Policy shall be administered, interpreted and construed by the Committee, which is authorized to make all determinations necessary, appropriate or advisable for such purpose. The Board may re-vest in itself the authority to administer, interpret and construe this Policy in accordance with applicable law, and in such event references herein to the “Committee” shall be deemed to be references to the independent directors on the Board. Subject to any permitted review by the applicable national securities exchange or association pursuant to the Applicable Rules, all determinations and decisions made by the Committee pursuant to the provisions of this Policy shall be final, conclusive and binding on all persons, including the Company and its affiliates, shareholders and employees. The Committee may delegate administrative duties with respect to this Policy to one or more directors or employees of the Company, as permitted by applicable law, including any of the Applicable Rules.

6. Interpretation

This Policy will be interpreted and applied in a manner that is consistent with the requirements of the Applicable Rules. To the extent this Policy is inconsistent with the Applicable Rules, it shall be deemed amended to the minimum extent necessary to ensure compliance therewith.

7. No Indemnification; No Personal Liability

Notwithstanding the terms of any contractual or other arrangement with any Officer that may be interpreted to the contrary, the Company shall not indemnify or insure any person against the loss of any Erroneously Awarded Compensation pursuant to this Policy, nor shall the Company directly or indirectly pay or reimburse any person for any premiums for third-party insurance policies that such person may elect to purchase to fund such person’s potential obligations under this Policy. No member of the Committee or the Board shall have any personal liability to any person as a result of actions taken under this Policy and each member

of the Committee and the Board shall be fully indemnified by the Company to the fullest extent under applicable law and Company policy with respect to any actions taken under this Policy. The foregoing sentence shall not limit any other rights to indemnification the members of the Board may have under applicable law or Company policy.

8. Application; Enforceability

Except as otherwise determined by the Committee or the Board, the adoption of this Policy does not limit, and is intended to apply in addition to, any other clawback, recoupment, forfeiture or similar policies or provisions of the Company or its affiliates, including any such policies or provisions contained in any employment agreement, bonus plan, incentive plan, equity-based plan or award agreement thereunder or similar plan, program or agreement of the Company or an affiliate or required under applicable law (the “Other Recovery Arrangements”). The remedy specified in this Policy shall not be exclusive and shall be in addition to every other right or remedy at law or in equity that may be available to the Company or an affiliate of the Company. This Policy shall be binding and enforceable against all current and former Officers and their beneficiaries, heirs, executors, administrators or other legal representatives.

9. Severability

The provisions in this Policy are intended to be applied to the fullest extent of the law. To the extent that any provision of this Policy is found to be unenforceable or invalid under any applicable law, such provision will be applied to the maximum extent permitted, and shall automatically be deemed amended in a manner consistent with its objectives to the extent necessary to conform to any limitations required under applicable law.

10. Amendment and Termination

The Board or the Committee may amend, modify or terminate this Policy in whole or in part at any time and from time to time in its sole discretion. This Policy will terminate automatically when the Company does not have a class of securities listed on a national securities exchange or association.

11. Definitions

“Erroneously Awarded Compensation” means the amount of Incentive-Based Compensation received by a current or former Officer that exceeds the amount of Incentive-Based Compensation that would have been received by such current or former Officer based on a restated Financial Reporting Measure, as determined on a pre-tax basis in accordance with the Applicable Rules.

“Financial Reporting Measure” means any measure determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures derived wholly or in part from such measures, including generally accepted accounting principles in the United States of America (GAAP), international financial reporting standards as adopted by the International Accounting Standards Board (IFRS) and non-GAAP/IFRS financial measures, as well as stock or share price and total shareholder return.

“Impracticability Conditions” means (a) the direct costs paid to third parties to assist in enforcing recovery would exceed the Erroneously Awarded Compensation, provided that the Company (i) has made reasonable attempts to recover the Erroneously Awarded Compensation, (ii) documented such attempt(s), and (iii) provided such documentation to the relevant listing exchange or association; (b) to the extent permitted by the Applicable Rules, the recovery would violate the Company’s home country laws pursuant to an opinion of home country counsel, provided that the Company has (i) obtained an opinion of home country counsel, acceptable to the relevant listing exchange or association, that recovery would result in such violation, and (ii) provided such opinion to the relevant listing exchange or association; or (c) recovery would likely cause an otherwise tax-qualified retirement plan under which benefits are broadly available to employees of the Company to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and the regulations thereunder.

“Incentive-Based Compensation” means, with respect to a Restatement, any compensation that is granted, earned or vested based wholly or in part upon the attainment of one or more Financial Reporting Measures and received by a person (a) after beginning service as an Officer; (b) who served as an Officer at any time during the performance period for that compensation; (c) while the issuer has a class of its securities listed on a national securities exchange or association; and (d) during the applicable Three-Year Period.

“Three-Year Period” means, with respect to a Restatement, the three completed fiscal years immediately preceding the date that the Board, a committee of the Board, or, if Board action is not required, the officer or officers of the Company authorized to take such action, concludes, or reasonably should have concluded, that the Company is required to prepare such Restatement, or, if earlier, the date on which a court, regulator or other legally authorized body directs the Company to prepare such Restatement. The “Three-Year Period” also includes any transition period (that results from a change in the Company’s fiscal year) within or immediately following the three completed fiscal years identified in the preceding sentence. However, a transition period between the last day of the Company’s previous fiscal year and the first day of its new fiscal year that comprises a period of nine to 12 months shall be deemed a completed fiscal year.

EXHIBIT A – FORM OF ACKNOWLEDGMENT AND CONSENT TO
POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION

The undersigned has received a copy of the Policy for Recovery of Erroneously Awarded Compensation (as amended from time to time, the “Policy”) adopted by Avery Dennison Corporation (the “Company”).

In consideration of, and as a condition to, the receipt of future cash and/or equity incentive compensation from the Company, the undersigned agrees to the terms of the Policy and agrees that compensation received by the undersigned may be subject to reduction, cancellation, forfeiture and/or recoupment as required by the Policy, notwithstanding any other agreement to the contrary. The undersigned further acknowledges and agrees that the undersigned is not entitled to indemnification in connection with any enforcement of the Policy and expressly waives any rights to such indemnification under the Company’s organizational documents or otherwise.


___________________ Date			________________________________________ Signature
			________________________________________ Name
			________________________________________ Title

Dates Referenced Herein

This ‘10-K’ Filing	Date	Other Filings

Filed on:	2/21/24	None on these Dates
For Period end:	12/30/23
	10/2/23
		List all Filings

31 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 8/01/23  Avery Dennison Corp.              10-Q        7/01/23   73:5.8M
 5/02/23  Avery Dennison Corp.              10-Q        4/01/23   70:5.3M
 3/15/23  Avery Dennison Corp.              8-K:1,2,9   3/15/23   13:378K                                   Donnelley … Solutions/FA
 2/27/23  Avery Dennison Corp.              8-K:5,9     2/23/23   13:615K
 1/30/23  Avery Dennison Corp.              8-K:1,2,9   1/24/23   11:899K                                   Donnelley … Solutions/FA
 5/03/22  Avery Dennison Corp.              10-Q        4/02/22   67:5.1M
 8/18/21  Avery Dennison Corp.              8-K:1,2,9   8/18/21   14:564K                                   Donnelley … Solutions/FA
 7/30/21  Avery Dennison Corp.              8-K:1,9     7/27/21   12:806K                                   Donnelley … Solutions/FA
 2/25/21  Avery Dennison Corp.              10-K        1/02/21  124:16M                                    Donnelley … Solutions/FA
 5/01/20  Avery Dennison Corp.              10-Q        3/28/20   70:6.6M                                   Toppan Merrill/FA
 3/11/20  Avery Dennison Corp.              8-K:1,2,9   3/11/20   13:484K                                   Toppan Merrill/FA
12/06/18  Avery Dennison Corp.              8-K:1,2,9  12/06/18    3:273K                                   Toppan Merrill/FA
 8/01/17  Avery Dennison Corp.              10-Q        7/01/17   79:7M                                     Toppan Merrill/FA
 3/10/17  Avery Dennison Corp.              DEF 14A     4/27/17    1:6.1M                                   Toppan Merrill-FA
 3/03/17  Avery Dennison Corp.              8-K:1,2,9   3/03/17    3:276K                                   Toppan Merrill/FA
 5/03/16  Avery Dennison Corp.              10-Q        4/02/16   81:5.9M                                   Toppan Merrill/FA
 2/25/15  Avery Dennison Corp.              10-K        1/03/15  126:35M                                    Toppan Merrill-FA
 2/26/14  Avery Dennison Corp.              10-K       12/28/13  128:21M                                    Toppan Merrill-FA
 5/07/13  Avery Dennison Corp.              10-Q        3/30/13   81:11M                                    Toppan Merrill/FA
 4/08/13  Avery Dennison Corp.              8-K:1,9     4/08/13    4:502K                                   Toppan Merrill/FA
 3/09/12  Avery Dennison Corp.              DEF 14A     4/26/12    1:2.1M                                   Donnelley … Solutions/FA
 5/10/11  Avery Dennison Corp.              10-Q        4/02/11   41:2.5M                                   Donnelley … Solutions/FA
 4/29/11  Avery Dennison Corp.              8-K:5,9     4/28/11    3:150K                                   Donnelley Fi… Express/FA
 8/12/09  Avery Dennison Corp.              10-Q        7/04/09   12:658K                                   Donnelley … Solutions/FA
11/20/07  Avery Dennison Corp.              8-K:1,2,8,911/20/07    7:1.4M                                   Bowne of Los Ang… Inc/FA
 1/16/03  Avery Dennison Corp.              8-K:5,7     1/14/03    6:254K                                   Bowne of Los Ang… Inc/FA
 3/04/02  Avery Dennison Corp.              10-K405    12/29/01   12:312K                                   Donnelley … Solutions/FA
 7/03/01  Avery Dennison Corp.              S-3                    6:321K                                   Bowne of Los Ang… Inc/FA
 3/30/00  Avery Dennison Corp.              10-K        1/01/00   18:390K                                   Toppan Merrill/FA
 5/12/95  Avery Dennison Corp.              8-K:7       5/12/95    6:227K                                   Donnelley Fin’l S… 05/FA
 3/30/95  Avery Dennison Corp.              10-K       12/31/94   15:529K                                   Donnelley Fin’l S… 05/FA

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Filing Submission 0000008818-24-000003 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)