QuickLinks -- Click here to rapidly navigate through this document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

 

---

March 18, 2010

Dear Shareholders:

        This year we are holding the Annual Meeting of Bemis Company, Inc. in the Doty Ballroom of the Holiday Inn Neenah Riverwalk, 123 East Wisconsin Avenue, Neenah, Wisconsin. The meeting will be held on Thursday, May 6, 2010, at 9:00 a.m., Central Daylight Time. You are cordially invited to attend. We will report on Bemis' results for 2009 and provide comments on the upcoming year. You will also have ample opportunity both before and after the meeting to meet and talk informally with our Directors and Officers. We hope you are able to attend.

        Please take the time to vote your proxy. The election of Directors is no longer a matter on which brokers have discretionary authority to vote. Therefore, you must provide instructions to your broker or nominee if your votes are to be counted. You should vote your shares by following the instructions provided on the voting instruction card that you receive from your broker.

        If you plan to attend the meeting, please let us know. See the Admission Policy on the next page for instructions on admission to the meeting.

        On behalf of the Board of Directors and all Bemis employees, thank you for your continued support of, and confidence in, the Bemis Company.

---

ADMISSION POLICY

        All shareholders as of the record date, or their duly appointed proxies, may attend the Annual Meeting of Shareholders on May 6, 2010. To be admitted to the meeting, you must request an admission ticket. You may request an admission ticket:

•

by calling 920-727-4100;



•

by e-mailing contactbemis@bemis.com; or



•

by mailing a request to Bemis Company, Inc. at One Neenah Center, 4^th Floor, P.O. Box 669, Neenah, Wisconsin 54957-0669, Attention: Corporate Secretary.

        Seating is limited. Tickets will be issued on a first-come, first-serve basis. You may pick up your ticket at the registration table prior to the meeting. Please be prepared to show your photo identification. Please note that if you hold shares in "street name" (that is, through a bank, broker or other nominee), you will also need to bring a copy of a statement reflecting your share ownership as of the record date. If you attend as a representative of an entity that owns shares of record, you will need to bring proper identification indicating your authority to represent that entity.

---

BEMIS COMPANY, INC.

Notice of Annual Meeting of Shareholders
TO BE HELD MAY 6, 2010

        We will hold the Annual Meeting of Shareholders of Bemis Company, Inc. in the Doty Ballroom of the Holiday Inn Neenah Riverwalk, 123 East Wisconsin Avenue, Neenah, Wisconsin, on Thursday, May 6, 2010, at 9:00 a.m., Central Daylight Time, for the following purposes:

1.

To elect four Directors for a term of three years.



2.

To ratify the appointment of PricewaterhouseCoopers LLP, as our independent registered public accounting firm.



3.

To vote upon a proposal submitted by a shareholder, if properly presented at the meeting.



4.

To transact such other business as may properly come before the meeting.

        Only shareholders of record at the close of business on March 8, 2010, will be entitled to receive notice of and to vote at the meeting.

March 18, 2010

PLEASE EXECUTE YOUR PROXY PROMPTLY

---

BEMIS COMPANY, INC.
One Neenah Center, 4th Floor
Neenah, Wisconsin 54956

PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
MAY 6, 2010

SOLICITATION, EXECUTION AND REVOCATION OF PROXIES

Why am I receiving these proxy materials?

        The Board of Directors of Bemis Company, Inc. (the "Company") is soliciting your proxy in connection with the Annual Meeting of Shareholders to be held on Thursday, May 6, 2010. This proxy statement and the form of proxy or, in some cases, a Notice of Internet Availability, are being mailed to shareholders commencing on or about March 18, 2010.

Why did I receive a Notice of Internet Availability of Proxy Materials?

        Under the rules of the Securities and Exchange Commission, we are furnishing proxy materials to certain of our shareholders on the Internet, rather than mailing printed copies to those shareholders. If you received a Notice of Internet Availability of Proxy Materials (the "Notice of Internet Availability") by mail, you will not receive a printed copy of the proxy materials unless you request one as instructed in that notice. Instead, the Notice of Internet Availability will instruct you as to how you may access and review the proxy materials on the Internet. If you received a Notice of Internet Availability by mail and would like to receive a printed copy of our proxy materials, please follow the instructions included in the Notice of Internet Availability.

How will my shares be voted by proxy?

        The proxies will vote the shares represented by all properly executed proxies that we receive prior to the meeting and not revoked in accordance with your instructions. Unless otherwise specified in the proxy, a Company proxy will vote your shares:

•

"FOR" the four Director-nominees set forth herein;



•

"FOR" the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm; and



•

"AGAINST" the shareholder proposal.

May I revoke my proxy?

        You may revoke your proxy at any time before it is voted by giving written notice of revocation to the Secretary of the Company.

How can I vote my shares?

        You may vote by Internet, by telephone or by mail at any time prior to the meeting, or you may vote in person at the meeting, as follows:

•

Vote by Internet at www.proxyvote.com.  Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time on May 5, 2010. Have your proxy card or Notice of Internet Availability in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

1

---

For your information, voting via the Internet is the least expensive to us, and the most environmentally friendly, followed by telephone voting, with voting by mail being the most expensive. Also, you may help to save us the expense of a second mailing if you vote promptly.

•

Vote by Phone.  Use any touchtone telephone to call 1-800-690-6903 to transmit your voting instructions up until 11:59 P.M. Eastern Time on May 5, 2010. Have your proxy card in hand when you call and then follow the instructions. If you received a Notice of Internet Availability, you may request a proxy card by following the instructions in the notice.



•

Vote by Mail.  Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Bemis Company, Inc., c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. If you received a Notice of Internet Availability, you may request a proxy card by following the instructions in the notice.



•

Vote at the Meeting.  You may vote your shares at the meeting. You will be admitted to the meeting only if you have a ticket. See the Admission Policy in this proxy statement for instructions on obtaining a ticket.

        If your shares are held in an account at a brokerage firm, bank or similar organization, you will receive voting instructions from the organization holding your account and you must follow those instructions to vote your shares.

Who will conduct and pay for the cost of this proxy solicitation?

        We will bear all costs of soliciting proxies, including reimbursement of banks, brokerage firms, custodians, nominees and fiduciaries for reasonable expenses they incur. Proxies may be solicited personally, by mail, by telephone, by fax, or by internet by our Directors, Officers or other regular employees without remuneration other than regular compensation. We have engaged the firm of MacKenzie Partners, Inc. to assist in the proxy solicitation effort at a total anticipated cost of $12,000, plus reimbursement of out-of-pocket expenses.

Who is entitled to vote at the meeting?

        Only shareholders of record at the close of business on March 8, 2010, will be entitled to vote at the meeting. As of that date, we had outstanding 109,012,133 shares of Common Stock. Each share entitles the shareholder of record to one vote. Cumulative voting is not permitted. See the Admission Policy in this proxy statement for instructions on obtaining a ticket to attend the meeting.

How many votes are required to approve each proposal?

        The affirmative vote of the holders of a majority of the outstanding shares of Common Stock present in person or represented by proxy at the meeting and entitled to vote is required to elect Directors and approve each proposal presented in this proxy statement.

2

---

How are votes counted?

        Abstentions will be treated as shares that are present and entitled to vote, as will an election to withhold authority to vote for Directors. Accordingly, abstentions and elections to withhold authority will have the effect of a vote "against" the particular matter. If a broker indicates on the proxy card that it does not have discretionary authority to vote certain shares on a particular matter, it is referred to as a "broker non-vote." Broker non-votes will be treated as shares that are present and entitled to vote for purposes of determining the presence of a quorum, but will not be considered as voted for the purpose of determining the approval of the particular matter.

If I own or hold shares in a brokerage account, can my broker vote my shares for me?

        The election of directors is no longer a matter on which brokers have discretionary authority to vote. Thus, if your shares are held in a brokerage account and you do not provide instructions as to how your shares are to be voted on the election of directors, your broker or other nominee will not be able to vote your shares on this matter. Accordingly, we urge you to provide instructions to your broker or nominee so that your votes may be counted. You should vote your shares by following the instructions provided on the voting instruction card that you receive from your broker.

What is the address for the company's principal executive office?

        The mailing address of our principal executive offices is One Neenah Center, 4^th Floor, P.O. Box 669, Neenah, Wisconsin 54957-0669.

3

---

OWNERSHIP OF THE COMPANY'S SECURITIES

Security Ownership of Certain Beneficial Owners

        The only person known to us to beneficially own, as of March 8, 2010, more than 5 percent of our outstanding Common Stock is set forth in the following table.

Shares Available for Issuance under Our Equity Compensation Plans

        The following table details, as of December 31, 2009, for Directors, Executive Officers, and all other participants in our equity compensation plans:

(a)

The aggregate number of shares to be issued upon the exercise of outstanding stock options and the vesting of performance units (commonly referred to as restricted share units);

(b)

The weighted average exercise price of all outstanding options; and

(c)

The number of shares remaining available for future issuance under equity compensation plans.

4

---

Security Ownership of Directors and Executive Officers

        The following table lists the beneficial ownership of our Common Stock as of March 8, 2010, by each Director, each nominee for Director, each of our Executive Officers named in the Summary Compensation Table in this proxy statement, and all of our Directors and Executive Officers as a group. Percentage of outstanding shares is based on 109,012,133 shares outstanding as of March 8, 2010.

5

---

INFORMATION WITH RESPECT TO DIRECTORS

        Directors are divided into three classes elected on a staggered basis for three-year terms. The Nominating and Corporate Governance Committee of the Board of Directors has nominated four persons to the class of Directors to be elected at the meeting. Persons elected will hold office for a three-year term expiring in 2013 and will serve until their successors have been duly elected and qualified. Each nominee has indicated a willingness to serve as a Director, but in case any nominee is not a candidate for any reason, proxies named in the accompanying proxy card may vote for a substitute nominee selected by the Nominating and Corporate Governance Committee. In addition to certain biographical information about each Director and nominee, listed below is the specific experience, qualifications, attributes or skills that led to the conclusion that the person should serve as a Director on the Board.

Director-Nominees for Terms Expiring in 2013

6

---

7

---

8

---

9

---

10

---

CORPORATE GOVERNANCE

Corporate Governance Documents

        You can electronically access all of our committee charters, our standards of business conduct, and our Principles of Corporate Governance at our website at www.bemis.com under the Company Overview section or by writing to us at Bemis Company, Inc., Attention Company Secretary at One Neenah Center, 4^th Floor, P.O. Box 669, Neenah, Wisconsin 54957-0669. Hard copies will be provided to any shareholder or any interested party upon request. We have adopted a Financial Team Code of Ethics that is listed as an exhibit to our Annual Report on Form 10-K. We intend to promptly post on our website any amendments to, or waivers from, the Financial Team Code of Ethics or Bemis Ethics Guide following the date of such amendment or waiver.

Director Independence

        The Board has determined that all Directors and Director-nominees, with the exception of Messrs. Curler, Theisen, and Wulf, are "independent" as that term is defined in the applicable listing standards of the New York Stock Exchange ("NYSE"). The Board has affirmatively determined that each of the following non-employee Directors, who collectively constitute a majority of the Board and all of the members of the Audit Compensation, and Nominating and Corporate Governance Committees of the Board, is independent:

•

William J. Bolton



•

David S. Haffner



•

Barbara L. Johnson



•

Timothy M. Manganello



•

Roger D. O'Shaughnessy



•

Paul S. Peercy



•

Edward N. Perry



•

William J. Scholle



•

Holly A. Van Deursen



•

Philip G. Weaver

        In accordance with the NYSE director independence rule, the Board looked at the totality of the circumstances to determine a Director's independence. To be independent a Director must be, among other things, able to exercise independent judgment in the discharge of his or her duties without undue influence from management. The Board considered information provided by the Directors and Director-nominees and concluded none of the independent Directors or independent Director-nominees have any relationships with Bemis, except Mr. Scholle who has an immaterial relationship with Bemis. Mr. Scholle is President and Chief Executive Officer of Scholle Corporation. We have purchased, at market competitive prices, metallized film and metallized services from a subsidiary of Scholle Corporation. The Board has determined that under the totality of circumstances, Mr. Scholle remains independent from management and is able to discharge the duties of an independent Director. Total sales to Bemis by the Scholle Corporation and its subsidiaries comprise less than two percent of Scholle Corporation's consolidated gross revenues. None of the other non-employee Directors has a relationship described in Rule 303A.02 of the NYSE Rules or any other relationship that requires Board consideration in making its determination.

11

---

The Board of Directors

        All members then comprising the Board of Directors attended the Annual Meeting of Shareholders in 2009, with the exception of David Haffner. Mr. Haffner could not attend due to a direct conflict with the Annual Meeting of Leggett & Platt, Inc. Mr. Haffner is a Director of Leggett and Platt, as well as its President and Chief Executive Officer. The Board does not have a formal written policy requiring members to attend the Meeting of Shareholders, although all members have traditionally attended. The Board of Directors held four meetings and four conference calls during the year ended December 31, 2009. All Directors attended at least 75 percent of the aggregate of the total number of Board meetings and meetings of Committees on which they served.

Committees of the Board

        The Board of Directors has an Executive and Finance Committee, an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. The table below shows current membership for the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee:

---

*

Committee Chair

        Executive and Finance Committee.    The Executive and Finance Committee did not meet in 2009. It has such powers as are delegated to it by the full Board.

        Audit Committee.    The Audit Committee held four meetings and 10 conference calls in 2009. The Audit Committee's principal function is to assist the Board by performing the duties described in the Audit Committee Charter, which include:

•

oversight responsibility for the integrity and fair presentation of our financial reporting; and



•

responsibility for the selection, compensation, and oversight of our independent registered public accounting firm.

        The Board has determined that all members of the Audit Committee are financially literate and that Philip G. Weaver is a financial expert as defined by the Securities and Exchange Commission.

        Compensation Committee.    The Compensation Committee held three meetings and one conference call in 2009. The Compensation Committee has a Compensation Committee Charter, which requires the Compensation Committee to, among other things:

•

approve the compensation of the Executive Officers and Directors; and



•

review management's recommendations on Officer and key employee compensation and company-wide benefit plans.

12

---

        Nominating and Corporate Governance Committee.    The Nominating and Corporate Governance Committee held four meetings in 2009. This Committee has a Nominating and Corporate Governance Committee Charter, which sets forth the Committee's duties, which include:

•

recommending nominees for election to the Board of Directors;



•

reviewing the performance of the highest ranking Officer and other senior Officers and recommends to the full Board a successor should the position of highest-ranking Officer become vacant;



•

reviewing with the Board, on an annual basis, the requisite skills and characteristics of individual Board members, as well as the composition of the Board as a whole, in the context of our needs; and



•

reviewing all nominees for Director and recommending to the Board those nominees who have attributes it believes would be most beneficial to us. This assessment will include such issues as experience, integrity, competence, skills, and dedication in the context of the needs of the Board. The Board also considers diversity based on differences of viewpoint, professional experience, education, skill, and other individual qualities and attributes.

        Our Principles of Corporate Governance also set forth certain requirements regarding Board size, Directors who experience job changes, Director terms, other board service, retirement, and independence matters, which the Committee takes into consideration when carrying out its duties.

Board Leadership Structure

        The Board does not have a policy on whether the positions of Chairman and Chief Executive Officer are to be held by the same person. The positions are currently held by two different individuals.

        The Executive Chairman of our Company is Jeffrey H. Curler, who was formerly our President and Chief Executive Officer. Mr. Curler was named Executive Chairman in 2008. He was President from 1996 to 2007 and Chief Executive Officer from 2000 to 2008.

        Henry J. Theisen is our President and Chief Executive Officer. He has been President of the Company since 2007 and Chief Executive Officer since 2008.

        In making the determination to appoint Mr. Curler to Chairman, the Board considered numerous factors, including Mr. Curler's significant operating experience and qualifications, his long history with the Company, his years of exercising business judgment in leading the Board, the size and complexity of our business, the significant business experience and tenure of our directors and the qualifications and role of our Lead Director. Based on these factors, the Board determined that it was in the best interests of the Company and its shareholders to appoint Mr. Curler as Chairman of the Company.

        The Board elected Mr. Theisen as President and Chief Executive Officer after carefully considering many factors, including his extensive experience with the Company as an officer and leader in many different areas such as research and development, marketing, and management. The Board also considered Mr. Theisen's leadership skills, operating experience, and his thorough knowledge of the industry,

        In accordance with the listing standards of the New York Stock Exchange, the Board has appointed the Chair of the Nominating and Corporate Governance Committee, William J. Bolton, as lead Director for independent Director meetings. Mr. Bolton presides over meetings of the independent directors. Responsibilities of the lead Director include providing independent leadership to the Board, acting as a liaison between the non-management directors and the Company, and ensuring that the Board operates independently of management. Mr. Bolton works closely with Mr. Curler to establish Board agendas and to ensure the smooth operation of the Board. Mr. Bolton is well qualified

13

---

to serve as our lead Director. He has extensive experience in the food and retail industries, is independent, and has 10 years of continuous service on the Board, giving him considerable knowledge of our business. His long history with the Company, combined with his leadership skills and background in the food industry make him an effective lead Director.

Board's Role in Oversight of Risk Management

        Our Board of Directors takes an active role in oversight of our Company both as a full Board and through its Committees. Each of the Board Committees considers risk within its area of responsibility.

        We engage in an annual enterprise wide risk management (ERM) process. The ERM process consists of periodic risk assessments performed during the year. Identified risks are evaluated based on the potential exposure to the business, measured as a function of severity of impact and likelihood of occurrence. Assessments include identifying and evaluating risks and the steps being taken to mitigate the risks. Annually, a report summarizing these assessments is compiled by our Director of Risk Management. The report is reviewed by the Director of Global Financial Compliance and approved by the Chief Financial Officer and Chief Executive Officer. The report is presented to the Audit Committee annually to ensure completeness, appropriate oversight, and review. Interim reports on specific risks are provided if requested by the Board or recommended by management.

Nominations for Directors

        The Nominating and Corporate Governance Committee will consider Director candidates recommended by shareholders in the same manner that it considers all Director candidates. Director candidates must meet the minimum qualifications set forth in the Principles of Corporate Governance and the Nominating and Corporate Governance Committee will assess Director candidates in accordance with the factors described in the Principles of Corporate Governance. Shareholders who wish to suggest qualified candidates to the Committee should write the Secretary of the Company at One Neenah Center, 4^th Floor, P.O. Box 669, Neenah, Wisconsin 54957-0669, stating in detail the candidate's qualifications for consideration by the Committee.

        If a shareholder wishes to nominate a Director other than a person nominated by or on behalf of the Board of Directors, he or she must comply with certain procedures set out in our Bylaws. Under our Bylaws, no person (other than a person nominated by or on behalf of the Board of Directors) shall be eligible for election as a Director at any annual or special meeting of shareholders unless a written request that his or her name be placed in nomination is received from a shareholder of record by the Secretary of the Company not less than 90 days before the first anniversary of the previous year's annual meeting or, if later, within 10 days after the first public announcement of the date of such annual meeting, together with the written consent of such person to serve as a Director.

        In accordance with the listing standards of the New York Stock Exchange, William J. Bolton has served as the independent lead Director for independent Director meetings. Bemis' independent Directors meet at regularly scheduled executive sessions without management at which Mr. Bolton presides. Executive sessions without management are held at the beginning and conclusion of every Board meeting.

        Bemis hires Beal Associates, a search firm, to help identify and facilitate the screening and interview process of Director-nominees. In connection with the Nominating and Corporate Governance Committee's evaluation of a Director-nominee, the Nominating and Corporate Governance Committee:

•

believes that nominees must have experience as a Board member or senior Officer of a public or private company or have achieved national prominence in a relevant field or have possessed other relevant experience;

14

---

•

evaluates whether the nominee's skills are complementary to the existing Board members' skills, and the Board's needs for operational, management, financial, international, technological, or other expertise;



•

engages the search firm to screen the candidates, do reference checks, prepare a biography for each candidate for the Committee to review, and help set up interviews;



•

interviews, along with the Chairman of the Board and our Chief Executive Officer, candidates that meet the criteria; and



•

selects nominees that best suit the Board's needs.

        In 2008, a subcommittee of the Board hired Beal Associates to identify and locate a new director. Beal Associates identified Holly A. Van Deursen as a potential director-nominee to the Board. Bemis paid Beal Associates a fee for performing these services in connection with the nomination of Ms. Van Deursen.

Communications with the Board

        The Board provides a process for shareholders and other interested parties to send communications to the Board or any of the Directors. Interested parties may communicate with the Board or any of the Directors by sending a written communication to Bemis Company, Inc., c/o Secretary of the Company at One Neenah Center, 4^th Floor, P.O. Box 669, Neenah, Wisconsin 54957-0669, 920-727-4100. All communications will be compiled by the Secretary of the Company and submitted to the Board or the individual Directors.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

        Section 16(a) of the Securities Exchange Act of 1934 requires that Directors, Executive Officers, and persons who own more than 10 percent of our Common Stock file initial reports of ownership of our Common Stock and changes in such ownership with the Securities and Exchange Commission. To our knowledge, based solely on a review of copies of forms submitted to us during and with respect to 2009 and on written representations from our Directors and Executive Officers, all required reports were filed on a timely basis during 2009.

15

---

TRANSACTIONS WITH RELATED PERSONS

        Our Board of Directors has approved a written policy whereby the Audit Committee must approve any transaction with a related person, as defined in Rule 404 of Regulation S-K ("Related Person Transaction") before commencement of such transaction; provided, however, that if the transaction is identified after it commences, it shall be brought to the Committee for ratification. The Related Person Transaction should be presented to the Audit Committee by an Executive Officer requesting that the Audit Committee consider the Related Person Transaction at its next meeting. The Executive Officer presenting the transaction must advise the Audit Committee of all material terms of the transaction.

        The Audit Committee has delegated authority to the Audit Committee Chairman to, upon request of an Executive Officer, approve Related Person Transactions if they arise between Committee meetings. The Chairman may take any action with respect to such Related Person Transaction that the Committee would be authorized to take, or, in his or her discretion, require that the matter be brought before the full Committee. Any action taken by the Chairman shall be reported to the Committee at its next regularly scheduled meeting.

Standards for Approval of Transactions

        The Committee will analyze the following factors, in addition to any other factors the Committee deems appropriate, in determining whether to approve a Related Person Transaction:

•

whether the terms are fair to us;



•

whether the transaction is material to us;



•

the role the related person has played in arranging the Related Person Transaction;



•

the structure of the Related Person Transaction; and



•

the interests of all related persons in the Related Person Transaction.

        A Related Person Transaction will only be approved by the Committee if the Committee determines that the Related Person Transaction is beneficial to us and the terms of the Related Person Transaction are fair to us.

Approval Process

        The Committee may, in its sole discretion, approve or deny any Related Person Transaction. Approval of a Related Person Transaction may be conditioned upon us and the related person taking any or all of the following additional actions, or any other actions that the Committee deems appropriate:

•

requiring the related person to resign from, or change position within, an entity that is involved in the Related Person Transaction with us;



•

assuring that the related person will not be directly involved in negotiating the terms of the Related Person Transaction or in the ongoing relationship between us and the other persons or entities involved in the Related Person Transaction;



•

limiting the duration or magnitude of the Related Person Transaction;



•

requiring that information about the Related Person Transaction be documented and that reports reflecting the nature and amount of the Related Person Transaction be delivered to the Committee on a regular basis;



•

requiring that we have the right to terminate the Related Person Transaction by giving a specified period of advance notice; or

16

---

•

appointing a Company representative to monitor various aspects of the Related Person Transaction.

        In the case of any transaction for which ratification is sought, the Committee may require amendment or termination of the transaction, or implementation of any of the above actions, if the Committee does not ratify the transaction.

Transactions with Related Persons during Fiscal Year 2009

        Item 404 of Regulation S-K requires that we disclose any transactions between us and any related persons, as defined by Item 404, in which the amount involved exceeds $120,000 (the "404 Threshold Amount").

        During 2009, we and our subsidiaries purchased, at market competitive prices, approximately $9.5 million of polyester and polyester copolymer products from Pacur, Inc. Ronald Johnson, brother-in-law of Jeffrey H. Curler, is President of Pacur, Inc. Mr. Curler is Chairman of the Board of the Company and our Executive Chairman.

        During 2009, we and our subsidiaries purchased, at market competitive prices, approximately $869,000 of metallized film and metallizing services from Vacumet Corporation, a subsidiary of Scholle Corporation. Such sales comprised less than two percent of Scholle Corporation's consolidated gross revenues. William J. Scholle, a Director of the Company, is President and Chief Executive Officer of Scholle Corporation.

        At the request of the Audit Committee, consisting entirely of independent Directors, PricewaterhouseCoopers LLP conducted a review of the above transactions. Based on PricewaterhouseCoopers LLP's report, the Audit Committee determined that these transactions were at least as fair to us as if they had been consummated with non-related parties.

        Robert Krostue is the brother-in-law of Jeffrey H. Curler. Mr. Curler is Chairman of the Board of the Company and our Executive Chairman. Mr. Krostue is employed by Perfecseal, Inc., one of our subsidiaries, as Vice President of North American Operations. He was paid targeted total cash in 2009 of approximately $77,000 more than the 404 Threshold Amount. Mr. Krostue has been employed by us for more than 30 years.

        Tina Seashore is the daughter of Gene H. Seashore, Senior Vice President of Bemis. Ms. Seashore is employed as Bemis Director of Corporate Human Resources. She was paid targeted total cash in 2009 of approximately $5,000 more than the 404 Threshold Amount. Ms. Seashore has been employed by us for more than 10 years.

17

---

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Overview and Introduction

        Our Compensation Committee (the "Committee") has been assigned and empowered by our Board of Directors to review, approve, and ensure the compensation programs for its Executive Officers are meeting the intended objectives. These programs are straightforward and driven by several key objectives. In addition, the Committee provides a recommendation to the Board of Directors as to the competitive pay package for its Directors. For the year 2009, there were eleven (11) employee Executive Officers and ten (10) non-employee Directors. The individuals who served as our Chief Executive Officer and Chief Financial Officer during fiscal 2009, as well as the other individuals included in the Summary Compensation Table, are referred to as the "Named Executive Officers." The components of the compensation and benefits provided to all Executive Officers, including the Named Executive Officers, are similar in design.

Executive Compensation Philosophy and Objectives

        The Committee's responsibility is to provide effective compensation plans that align the interests of shareholders and management. The Committee believes that the most effective compensation plans are those that reward achievement of specific annual and long-term strategic goals, without encouraging undue risk taking. These plans are reviewed on an annual basis by the Committee to ensure consistent goals and that the design will continue to add shareholder value in the current and forecasted business environments. The key elements within this philosophy are designed to:

•

attract and retain key talent;



•

motivate individuals to achieve our goals;



•

achieve results that add shareholder value; and



•

grow long-term earnings.

        Accordingly, the Committee has designed and approved compensation plans that include base salary, short-term annual performance-based cash incentives, and long-term incentives in the form of restricted share units, both performance and time-based, to align with this philosophy.

        The Committee believes that the simplicity of our executive compensation plans has been instrumental in providing shareholder return, even in the midst of the current global economic environment.

2009 Executive Compensation Elements

        We outline below the distribution of the principal key executive compensation elements for our Executive Officers as it relates to total compensation and describe each element and provide an explanation as to what behaviors it motivates and how it ties to the overall compensation philosophy. The exception to this is the Executive Chairman who no longer receives grants under the Long-Term Equity Compensation element and who in 2010 will no longer be eligible for short-term annual performance-based incentives.

18

---

Targeted Elements of Compensation

        In addition to the annual compensation elements, we have double-trigger "Change of Control" agreements with our Executive Officers that provide for the payment of compensation and benefits in the event of termination following a change of control (see Change of Control Table), that are not included in the elements of compensation displayed above.

19

---

Compensation Decisions

        The Committee makes all final decisions regarding Executive Officer compensation and material changes to benefit plans. The Committee considers the following factors when making compensation decisions:

•

job responsibilities and complexities;



•

performance in the role;



•

time in the specific position; and



•

merit increase percentages consistent with other salaried Bemis employees.

        The Committee uses an independent, outside compensation consultant to conduct an external market check as an input to the decision-making process. This market check is typically conducted every two to three years and is a thorough benchmarking process focused on the following three elements of compensation:

•

base salary;



•

short-term annual performance-based cash incentives (non-equity incentive compensation); and



•

long-term equity compensation.

        The most recent comprehensive market check was conducted in September 2006 by Towers Perrin. The Committee did not conduct a market check in 2008 or 2009 during a period in which there were limited changes in external market compensation. The Committee approved base pay changes that were, on average, consistent with all other Bemis employees as a group. The Committee plans on conducting a market check analysis in 2010.

        The Committee uses the market check data primarily to ensure that the executive compensation plans, as a whole, are competitive, meaning generally within the broad middle range of the market when we achieve the targeted performance levels.

        The Committee consulted with Towers Perrin in 2008 for 2009 changes in (1) the long-term incentive compensation elements for all Executive Officers, including the Named Executive Officers; and (2) total compensation for the Chief Executive Officer.

        To maintain Towers Perrin's independence, management has not utilized any of its compensation or other consulting services, except to calculate Total Shareholder Return (TSR) of a comparator group of companies as part of the long-term incentive compensation plan. In January, 2010, Towers Perrin merged with Watson Wyatt. Management used Watson Wyatt's consulting services on a limited basis in 2009 for 401(k) investment advice. Fees paid for these services in 2009 were less than $120,000 and not material.

        The Board conducts an annual performance evaluation of the Chief Executive Officer. The Committee then determines Chief Executive Officer compensation based upon the Board's annual performance evaluation, input from the Vice President Human Resources, and the market check analysis from Towers Perrin. In setting compensation for 2009 for all other Executive Officers, the Committee exercised its independent judgment, utilizing recommendations from the Chief Executive Officer, input from the Vice President Human Resources, and the market check analysis from Towers Perrin.

        We are confident that the design of our compensation components, especially the long-term component, has been integral in attracting and retaining the executive talent necessary to meet our objectives. Additional comments regarding the three components of compensation are highlighted below.

20

---

Base Salary

        The base salary is a guaranteed component of Executive Officer annual cash compensation that attracts and retains our Executive Officers.

Short-Term Annual Performance—Based Cash Incentives—(Non-Equity Incentive Compensation)

        The Bemis Executive Officer Performance Plan (BEOPP) was re-approved by the shareholders in May 2009. The purpose of the BEOPP is to provide incentives to our Executive Officers to produce a superior shareholder return. Amounts paid under the terms of the BEOPP are intended to qualify as performance-based compensation, within the meaning of Section 162(m) of the Internal Revenue Code.

        This component of pay for all Executive Officers, including the Named Executive Officers, has no discretion for individual performance and no formula discretion by the Committee. The Plan payout is based entirely on earnings per share (EPS) growth year-over-year and sales performance (increasing sales greater than eight percent year-over-year provides an additional 10 percent award of the final EPS payouts). The amount of target bonus for each Executive Officer, including the Named Executive Officers, has been set as a percentage of base pay and is typically adjusted only with a job change and/or when recommended by outside consultants in order to remain competitive with comparator company pay practices. Any such change requires the approval of the Committee.

        Administered by the Committee, the BEOPP sets target award levels based on a percent of each Executive Officer's annual base compensation, including the Named Executive Officers. Each Executive Officer's, including those of the Named Executive Officers, target percentage is established by the Committee based on the benchmarking data and other factors previously discussed. That percent of annual base compensation then becomes the normal award. The attainment of predetermined adjusted EPS growth dictates the percent of payment of the normal award. Adjusted EPS is based on the reported EPS, adjusted for items determined by the Committee to be unusual and/or non-recurring. In 2009 the Committee made adjustments based primarily on the pending acquisition of the Food Americas business of Alcan Packaging. The Committee determined that for 2009, the EPS target was 106 percent of the previous year's EPS. If this target was achieved, each Executive Officer including the Named Executive Officers, would receive 100 percent of the normal award. If the EPS is less than 90 percent of the previous year's EPS, no award is paid. At 114 percent EPS achievement, the Plan would pay two-times the normal award. The BEOPP Funding Scale below indicates the range of payouts:

BEOPP Funding Scale

        In 2009, we achieved adjusted EPS of 115.5 percent of the previous year's EPS, and therefore, the Named Executive Officers earned a bonus payout of 200 percent of their normal award.

21

---

        We did not increase sales in excess of eight percent and therefore the additional sales-related payment was not made. There is no individual component factor used in the calculation of the non-equity incentive compensation component. Each Executive Officer has the same final EPS payout percent applied to their respective fixed normal award.

Long-Term Incentive Compensation

        In May 2006, our shareholders approved the Bemis Company, Inc. 2007 Stock Incentive Plan (the "Plan"). This Plan provides for issuance of equity units to all Executive Officers and other key employees. The purpose of this Plan is to enable us to retain and motivate key employees by providing them the opportunity to acquire meaningful equity ownership in the Company. The Committee has selected restricted share units as the form of equity awards for Executive Officers and other key employees. In 2009, the Committee approved restricted share units for approximately 225 key employees for awards beginning in 2010. This Plan has proven to be a critical retention tool for all Executive Officers, as well as other key employees. All Executive Officers, including all Named Executive Officers, receive restricted share units each year from this Plan while other key employees receive awards historically on an every three-year basis, including 2010. By virtue of its years of experience with the Plan, the Committee has continued to support the issuance of restricted share units to participants, which aligns the interests of Executive Officers and key employees with those of our shareholders.

        Long-term incentive compensation is also expressed as a set percentage of base pay by the Committee for each of the Named Executive Officers. Similar to the performance-based cash incentives, this is a fixed formula and changes when approved by the Committee.

        For all Executive Officers prior to 2009, the Committee provided annual grants of restricted share units that vest after a five-year period, subject to accelerated vesting for retirement eligible participants. The Committee used a formula tied to base salary to set the number of restricted share units awarded annually. The Committee then considered recommendations from Towers Perrin and set the percent of base salary used for each Executive Officer's award. The Committee has set the formula as a percent of base salary, divided by a fixed share price to determine the number of restricted share units awarded. The stock price used to determine the number of performance-based restricted share units was the stock closing price on January 12, 2009 ($23.18), multiplied by a performance share value provided by Towers Perrin. The maximum payout for the performance-based restricted share units is two times the target.

        Restricted share-based units awarded in 2009 are equally split between time-based restricted share units (50%) and performance-based restricted share units (50%).

Long-Term Incentive Mix

        In 2009, the method of paying dividend equivalents for awards granted in 2010 and beyond was amended by the Compensation Committee. Dividend equivalents on restricted share units, with effective dates on or after January 1, 2010, will be distributed at the same time as the shares of Common Stock to which they relate.

22

---

Award Provisions—Time-Based Restricted Share Units

        The provisions for the time-based restricted share units (50%) remain unchanged in design, as described above.

Award Provisions—Performance-Based Restricted Share Units

        Performance-based restricted share units are earned on the basis of our Total Shareholder Return (TSR) relative to the TSR of our comparator group (the companies in the S&P 500 Materials, Industrials, Consumer Discretionary, and Consumer Staples sectors):

•

The comparator group includes 206 companies;



•

TSR reflects price appreciation and reinvestment of dividends;



•

Share price appreciation is measured as the difference between the beginning market price and the ending market price of our shares;



•

The beginning market price equals the average closing price on the 20 trading days immediately preceding the performance period



•

The ending market price equals the average closing price on the last 20 trading days of the performance period.

        Beginning in 2009, the vesting of the performance-based restricted share units granted are based on our change in TSR versus the change in TSR of the comparator group companies described above, during the three-year performance period.

        The performance-based restricted share units pay out in shares of our common stock in a range of 0 percent to 200 percent of the number of performance-based restricted share units awarded. The table set forth below shows how our growth in TSR against the comparator group companies correlates with the 0 percent to 200 percent range payouts.

        Performance-based restricted share units pay out linearly between each set of data points above the 25^th percentile and below the 75^th percentile. For example, if we perform at a 40^th percentile rank, each Named Executive Officer would receive the number of shares equal to 62.5 percent of his or her award of performance-based restricted share units. As it is possible that there will be no payout under the performance-based restricted share units, these awards are completely "at-risk" compensation. Further, in order to pay out at the 100 percent target, we must outperform our comparator group at the 55^th percentile.

23

---

Performance-Based Restricted Share Units
Payout Chart

Relative Performance to Comparator Group

Share Holding Requirements

        Each Executive Officer is required to hold, for a period of not less than three years from the date of share acquisition, one-half of the net number of shares issued, pursuant to our equity compensation plans. These restrictions expire after the three-year period or upon termination or retirement.

        We have not granted stock options since 2003 to any Executive Officer, including the Named Executive Officers.

Share Ownership Guidelines

        To emphasize the importance of linking Executive Officers, Directors, and shareholder interests, we have established guidelines that require all Executive Officers, including the Named Executive Officers, to hold or have a right to acquire, a minimum number of Bemis shares with a market value equal to five times the Executive Officer's annual base pay or in the case of a Director, two times the annual base retainer. Each Executive Officer or Director is expected to achieve the ownership target within five years from the date of election as an Executive Officer or Director. All Named Executive Officers and Directors already meet the guidelines or are on track to meet the guidelines within the specified time.

Discretionary Bonus

        In 2009, the Compensation Committee approved discretionary bonuses for all Executive Officers for the magnitude of the work involved with the acquisition of the Food Americas operations of Alcan Packaging. Executive Officers received a discretionary award equal to a percentage of their normal BEOPP award. Fifty percent of the amount was based on effort and was paid in November 2009. The remaining fifty percent was based on successful completion of the acquisition and was paid in March 2010.

Risk Assessment

        The Committee conducted a compensation risk management assessment in 2009 of company-wide incentive practices. As part of this assessment, Towers Perrin was engaged to conduct a study to assess several areas of potential risk. The Committee concluded that risk associated with compensation policies and practices are not reasonably likely to have a material adverse effect on the Company.

24

---

Retirement and Other Employee Benefits

        We offer retirement plans that are intended to supplement the employee's personal savings and social security. All employees in the United States are eligible to participate in a retirement plan, profit sharing plan, savings plan, or a combination thereof.

        We offer core employee benefits coverage to:

•

provide our employees with a reasonable level of financial support in the event of illness or injury; and



•

enhance productivity and job satisfaction through programs that focus on work/life balance.

        Core benefits available are the same for all United States employees and Executive Officers, and include medical and dental, wellness, disability coverage, and life insurance. In addition, the Bemis 401(k) savings plans (BIIP & BIPSP) and our retirement plans provide a reasonable level of retirement income reflecting employees' careers with us. These plans are generally available to all United States employees, including Executive Officers. We also offer non-qualified supplemental retirement and savings plans, which provide certain additional retirement benefits, including benefits that cannot be provided through the qualified plans due to various Internal Revenue Service limits.

        The cost of employee benefits is partially borne by the employee, including each Executive Officer.

Perquisites

        We have discontinued all material perquisites to all Executive Officers, including Named Executive Officers, with the exception of some limited use of our company plane by the Executive Chairman and the Chief Executive Officer. Beginning in 2009, no Executive Officers receive any gross-up adjustments related to income tax.

Change of Control Agreements (Management Agreements)

        We have management agreements with all Executive Officers to ensure retention and action in the best interests of the shareholders in the event of a change of control. The agreements provide benefits upon a change of control event and subsequent termination. In 2008, new management agreements were approved for all incoming Executive Officers. These agreements provided for two years of payments, defined below, (versus the previous management agreements that provided for three years of payments for existing Executive Officers), and provide no additional restricted share unit awards. Effective January 1, 2009, the Compensation Committee eliminated the Internal Revenue Code §280G excise tax gross-up adjustments from payments due under new Management Agreements.

        The determination of the amount of payment(s) and benefits in the event of a change in control for either agreement is described in footnotes 1 and 2 on page 38. The amounts are formula based and are paid only in the event of a change of control and where the Named Executive Officer is not retained in the position he/she had prior to the event (i.e., double-trigger).

        The information used for the management agreements was not used for total compensation determination or benchmarked by any compensation consultants. The management agreements, as approved by the Committee, stand on their own, and were not related to any overall compensation objectives at the time of implementation, other than Named Executive Officer acquisition and retention, and did not affect decisions regarding other compensation elements.

        Please see the "Management Agreements" section in this proxy.

25

---

Deductibility of Executive Compensation

        Section 162(m) of the Internal Revenue Code (the "Code") requires that we meet specific criteria, including shareholder approval of certain share and bonus plans, in order to deduct compensation over $1,000,000 paid to a Named Executive Officer for federal income tax purposes. We must submit for shareholder approval certain performance-based compensation plans every five years in order for payments under those plans to remain tax-deductible to us. Shareholder approval must also be obtained to preserve the deductibility following changes to certain key provisions of those performance-based plans, including increases in the maximum amount of compensation payable to any employee under the Plan. In 2009, our shareholders reapproved the Bemis Executive Officer Performance Plan. The Committee intends to make awards under these plans where appropriate to maximize deductibility to us. The Committee believes that our compensation programs, both annual and long-term, are in the Company's best interests and in the best interests of our shareholders. While the Committee will continue to employ compensation programs which provide tax savings for us, it is possible that components of certain executive compensation programs may not be tax-deductible to the Company.

Compensation Committee Report

        The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in the proxy statement.

THE COMPENSATION COMMITTEE

David S. Haffner, Chair
Roger D. O'Shaughnessy
William J. Bolton
Timothy M. Manganello

26

---

SUMMARY COMPENSATION TABLE

27

---

28

---

GRANTS OF PLAN BASED AWARDS IN 2009

29

---

OUTSTANDING EQUITY AWARDS AT 2009 FISCAL YEAR END

30

---

31

---

OPTION EXERCISE AND STOCK VESTED IN 2009

2009 NON-QUALIFIED DEFERRED COMPENSATION

        Deferred compensation shown above was provided under the terms of the Bemis Long-Term Deferred Compensation Plan. The plan allows deferral of short-term cash incentives. Earnings shown were credited at a rate equal to the prime rate as of the beginning of the year, compounded on a quarterly basis.

32

---

2009 PENSION BENEFITS

        The table below shows the present value of accumulated benefits payable to each of the Named Executive Officers, including the number of years of service credited to each such Named Executive Officer, under each of the Retirement Plans and Supplemental Retirement Plans, determined using interest rate and mortality rate assumptions described below.

33

---