UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
May 31, 2024
Date of Report (Date of earliest event reported)
AVERY DENNISON CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware | | 1-7685 | | 95-1492269 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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| 8080 Norton Parkway | | |
| Mentor, Ohio | | 44060 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code (440) 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):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common stock, $1 par value | | AVY | | New York Stock Exchange |
| 1.25% Senior Notes due 2025 | | AVY25 | | 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 ☐
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 May 31, 2024, upon the recommendation of its Governance Committee, the Board of Directors (the “Board) of Avery Dennison Corporation, a Delaware corporation (the “Company”), appointed Ward Dickson as a director, effective June 1, 2024. Concurrent with his Board appointment and also upon the recommendation of the Governance Committee, Mr. Dickson was appointed by the Board to serve as the Chair of its Audit Committee and as a member of its Finance Committee.
In connection with his appointment and in accordance with the Company’s non-employee director compensation program, on June 3, 2024, Mr. Dickson was granted an equity award prorated for the remaining months of the term ending at the 2025 Annual Meeting of Stockholders, which consisted of 753 restricted stock units (“RSUs”) that will vest in full on the first anniversary of the grant date. In addition, Mr. Dickson 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 11, 2024.
A copy of the press release issued on June 3, 2024 announcing Mr. Dickson’s appointment to the Board is attached as Exhibit 99.1 hereto and incorporated herein by reference.
Section 9 — Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
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Exhibit
Number | | Exhibit Title |
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| 99.1 | | Press Release, dated June 3, 2024, announcing appointment of Ward Dickson to the Board of Directors of Avery Dennison Corporation |
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| 104 | | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) |
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EXHIBIT INDEX
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Exhibit
Number | | Exhibit Title |
| |
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| 99.1 | | |
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| 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.
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| | | AVERY DENNISON CORPORATION |
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| Date: June 3, 2024 | By: | | /s/ Mitchell R. Butier |
| | | Name: Title: | Mitchell R. Butier Executive Chairman |
