SEC Info - Avery Dennison Corp. - ‘8-K’ for 2/23/23

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM i 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

i February 23, 2023

Date of Report (Date of earliest event reported)

i AVERY DENNISON CORPORATION

(Exact name of registrant as specified in its charter)

i Delaware

i 1-7685

i 95-1492269

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


i 8080 Norton Parkway
i Mentor, i Ohio						i 44060
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code ( i 440) i 534-6000

(Former name or former address, if changed since last report.)

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):

i ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

i ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

i ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

i ☐ 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

i Common stock, $1 par value

i AVY

i New York Stock Exchange

i 1.25% Senior Notes due 2025

i AVY25

i Nasdaq Stock Market

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 i ☐

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

(d) On February 23, 2023, upon the recommendation of its Governance Committee, the Board of Directors (the “Board”) of Avery Dennison Corporation, a Delaware corporation (the “Company”), appointed Francesca Reverberi to the Board, effective on that date. Ms. Reverberi has not yet been appointed to serve on any committees of the Board.

In connection with her appointment and in accordance with the Company’s non-employee director compensation program, on February 23, 2023, Ms. Reverberi was granted an equity award prorated for the remainder of the term ending at the 2023 Annual Meeting of Stockholders, which consisted of 155 restricted stock units that will vest in full on the first anniversary of the grant date. In addition, Ms. Reverberi will be eligible to participate in the Company’s non-employee director compensation program as described in its proxy statement filed with the Securities and Exchange Commission on March 10, 2022.

A copy of the press release issued on February 27, 2023 announcing Ms. Reverberi’s appointment to the Board is attached as Exhibit 99.1 hereto and incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 23, 2023, the Board approved amended and restated bylaws for the Company (as so amended and restated, the “Amended and Restated Bylaws”), primarily to do the following:

•Address universal proxy rules adopted by the U.S. Securities and Exchange Commission by clarifying that no person may solicit proxies in support of a director nominee other than the Board’s nominees unless such person has complied with Rule 14a-19 under the Securities Exchange Act of 1934, as amended, including all applicable notice and solicitation requirements; and

•Enhance the procedural mechanics and disclosure requirements in connection with stockholder nominations of directors and submissions of proposals regarding other business at stockholder meetings, including by requiring additional background information and disclosures regarding proposing stockholders, proposed nominees and business, and other persons related to a stockholder’s solicitation of proxies.

The Amended and Restated Bylaws also include certain technical, modernizing and clarifying changes.

The foregoing description of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.

Section 9 — 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 23, 2023.

99.1						Press Release, dated February 27, 2023, announcing appointment of Francesca Reverberi 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 23, 2023.

99.1						Press Release, dated February 27, 2023, announcing appointment of Francesca Reverberi 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

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 27, 2023	By:	/s/ *Mitchell R. Butier*
		Name: Mitchell R. Butier Title: Chairman and Chief Executive Officer

This ‘8-K’ Filing	Date	Other Filings

Filed on:	2/27/23
For Period end:	2/23/23
	3/10/22	DEF 14A, DEFA14A
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Avery Dennison Corp. – ‘8-K’ for 2/23/23

On: Monday, 2/27/23, at 2:59pm ET · For: 2/23/23 · Accession #: 8818-23-3 · File #: 1-07685

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