UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

April 26, 2018

Date of Report (Date of earliest event reported)

 

 

AVERY DENNISON CORPORATION

(Exact Name of Registrant as Specified in Charter)

 

Delaware

 

1 -7685

 

95-1492269

(State or Other Jurisdiction

 

(Commission

 

(IRS Employer

of Incorporation)

 

File Number)

 

Identification No.)

 

207 Goode Avenue
Glendale, California

 

91203

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code (626) 304-2000

 

 

(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):

 

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

 

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

 

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

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

o

 

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.  o

 

 

 



 

Section 5 — Corporate Governance and Management

 

Item 5.07                   Submission of Matters to a Vote of Security Holders.

 

(a) & (b) Avery Dennison Corporation (the “Company”) held its Annual Meeting of Stockholders on April 26, 2018 (the “Annual Meeting”).  A total of 77,377,377 shares of the Company’s common stock, representing approximately 88% of the 88,101,594 shares outstanding and eligible to vote as of the February 26, 2018 record date for the meeting set by the Company’s Board of Directors (the “Board”), were represented in person or by proxy at the Annual Meeting, constituting a quorum.  At the Annual Meeting, the Company’s stockholders (i) elected Bradley Alford, Anthony Anderson, Peter Barker, Mitchell Butier, Ken Hicks, Andres Lopez, David Pyott, Dean Scarborough, Patrick Siewert, Julia Stewart and Martha Sullivan to the Board for a one-year term expiring at the 2019 Annual Meeting of Stockholders; (ii) approved, on an advisory basis, the Company’s executive compensation; and (iii) ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2018.

 

The final results of the voting for the eleven director nominees named in the Company’s proxy statement filed with the Securities and Exchange Commission on March 15, 2018 (the “2018 Proxy Statement”) were as follows:

 

Director Nominee

 

For

 

Against

 

Abstain

 

Broker
Non-Votes

 

Bradley Alford

 

70,670,940

 

302,887

 

124,408

 

6,279,142

 

Anthony Anderson

 

70,347,212

 

623,429

 

127,594

 

6,279,142

 

Peter Barker

 

66,328,763

 

3,929,985

 

839,487

 

6,279,142

 

Mitchell Butier

 

69,775,728

 

1,259,404

 

63,103

 

6,279,142

 

Ken Hicks

 

70,040,882

 

250,522

 

806,831

 

6,279,142

 

Andres Lopez

 

70,601,724

 

368,891

 

127,620

 

6,279,142

 

David Pyott

 

67,350,387

 

3,603,140

 

144,708

 

6,279,142

 

Dean Scarborough

 

67,896,801

 

3,047,696

 

153,738

 

6,279,142

 

Patrick Siewert

 

68,144,278

 

2,812,288

 

141,669

 

6,279,142

 

Julia Stewart

 

67,750,369

 

3,237,030

 

110,836

 

6,279,142

 

Martha Sullivan

 

70,867,846

 

119,212

 

111,177

 

6,279,142

 

 

The final results of the voting for proposals 2 and 3 described in the 2018 Proxy Statement were as follows:

 

Proposal

 

For

 

Against

 

Abstain

 

Broker
Non-Votes

 

Approval, on an advisory basis, of the Company’s executive compensation

 

66,085,678

 

4,709,797

 

302,760

 

6,279,142

 

Ratification of appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2018

 

74,048,618

 

3,261,167

 

67,592

 

 

 

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SIGNATURES

 

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

 

 

AVERY DENNISON CORPORATION

 

 

 

 

Date: April 27, 2018

 

 

 

 

 

 

 

 

By:

/s/ Susan C. Miller

 

 

Name:

Susan C. Miller

 

 

Title:

Senior Vice President, General Counsel and Secretary

 

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