AVY Avery Dennison






Washington, D.C. 20549





Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


Date of Report (Date of earliest event reported) April 23, 2020


(Exact name of registrant as specified in its charter)


(State or other jurisdiction(Commission(IRS Employer
of incorporation)File Number)Identification No.)


207 Goode Avenue

Glendale, California



(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):


¨ 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:


Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, $1 par valueAVYNew York Stock Exchange
1.25% Senior Notes due 2025AVY25New York Stock Exchange


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 5.07 Submission of Matters to a Vote of Security Holders.


(a) & (b) Avery Dennison Corporation (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) in a virtual-only format on April 23, 2020. A total of 75,110,458 shares of the Company’s common stock, representing approximately 90% of the 83,295,966 shares outstanding and eligible to vote as of the February 24, 2020 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, Mark Barrenechea, Mitchell Butier, Ken Hicks, Andres Lopez, Patrick Siewert, Julia Stewart and Martha Sullivan to the Board for a one-year term expiring at the 2021 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 2020.


The final results of the voting for the ten director nominees named in the Company’s proxy statement filed with the Securities and Exchange Commission on March 6, 2020 (the “2020 Proxy Statement”) were as follows:



Director Nominee

 For Against Abstain 



Bradley Alford 69,957,255 994,868 163,227 3,995,108
Anthony Anderson 69,493,351 1,459,132 162,867 3,995,108
Peter Barker 65,137,502 5,806,201 171,647 3,995,108
Mark Barrenechea 46,795,233 24,155,877 164,240 3,995,108
Mitchell Butier 65,998,532 4,534,543 582,275 3,995,108
Ken Hicks 69,568,272 1,364,841 182,237 3,995,108
Andres Lopez 70,311,438 615,953 187,959 3,995,108
Patrick Siewert 65,424,218 5,108,981 582,151 3,995,108
Julia Stewart 66,983,179 3,966,558 165,613 3,995,108
Martha Sullivan 70,551,425 398,677 165,248 3,995,108


The final results of the voting for proposals 2 and 3 described in the 2020 Proxy Statement were as follows:


                                     Proposal For Against Abstain 



Approval, on an advisory basis, of the Company’s executive compensation 67,845,635 3,056,530 213,185 3,995,108
Ratification of appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2020 70,010,097 4,532,967 567,394 







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.


Date: April 28, 2020By:/s/ Susan C. Miller




Name: Susan C. Miller

Title:   Senior Vice President, General Counsel and Secretary