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Avery Dennison Corporation (Form: 8-K)  

 

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

     
Date of Report (Date of Earliest Event Reported):   November 14, 2011

Avery Dennison Corporation
__________________________________________
(Exact name of registrant as specified in its charter)

     
Delaware 1-7685 95-1492269
_____________________
(State or other jurisdiction 		_____________
(Commission 		______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
150 North Orange Grove Boulevard, Pasadena, California   91103
_________________________________
(Address of principal executive offices) 		  ___________
(Zip Code)
     
Registrant’s telephone number, including area code:   626-304-2000

Not Applicable
______________________________________________
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:

[  ]  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))

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

(d) On and effective November 14, 2011, upon recommendation of the Governance and Social Responsibility Committee (the "Committee"), the Board of Directors of Avery Dennison Corporation, a Delaware corporation (the "Company"), elected Charles H. Noski to the Board, filling the Class II directorship vacancy left by the resignation of Debra R. Reed from the Board effective June 30, 2011. Also, upon recommendation of the Committee, Mr. Noski was appointed to serve on the Audit Committee of the Board. Mr. Noski is an "audit committee financial expert" under applicable rules of the Securities and Exchange Commission (the "Commission").

In connection with his election and in accordance with the Company’s equity compensation program for non-employee directors, on November 14, 2011, Mr. Noski received 797 restricted stock units ("RSUs") and an option to purchase 3,177 shares of the Company’s common stock at an exercise price of 100% of the fair market value of the Company’s common stock on the date of grant. The RSUs and stock options vest ratably over three years, and the stock options expire after ten years. In addition, Mr. Noski will be eligible to participate in the Company’s other non-employee director compensation programs as described in the Company’s proxy statement filed with the Commission on March 17, 2011.

A copy of the press release announcing Mr. Noski’s election to the Board is attached as Exhibit 99.1 hereto and incorporated herein by reference.





Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release, dated November 15, 2011, announcing election of Charles H. Noski to the Company’s Board of Directors.





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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
          
November 15, 2011   By:   /s/ Dean A. Scarborough
       
        Name: Dean A. Scarborough
        Title: Chairman, President and Chief Executive Officer

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Exhibit Index


     
Exhibit No.   Description
 
99.1
  Press Release, dated November 15, 2011, announcing election of Charles H. Noski to the Company’s Board of Directors.
EX-99.1

Exhibit 99.1

CHARLES H. NOSKI ELECTED TO
AVERY DENNISON BOARD OF DIRECTORS

PASADENA, Calif., November 15, 2011 – Avery Dennison Corporation (NYSE:AVY) today announced that its board of directors has elected Charles H. Noski a director of the Company, effective November 14, 2011.

Noski, 59, is currently vice chairman of Bank of America Corporation, one of the world’s largest financial institutions, where he served previously as executive vice president and chief financial officer.

“Chuck Noski brings exceptionally broad and deep experience to the Avery Dennison board, not only as a chief financial officer of global financial services, telecommunications and aerospace companies, but also as a director of major public companies,” said Dean A. Scarborough, Avery Dennison chairman, president and chief executive officer. “The board will benefit greatly from his expertise.”

Noski began his 38-year career as a certified public accountant and audit partner at Deloitte & Touche LLP. His career includes the positions of corporate vice president and CFO of Northrop Grumman Corporation, senior executive vice president and CFO and, later, vice chairman of the board of AT&T Corporation, and president and chief operating officer, as well as senior vice president and CFO, of Hughes Electronics Corporation.

Noski currently serves on the board of directors of Microsoft Corporation and has been a director of Air Products & Chemicals, Inc., Automatic Data Processing, Inc., Morgan Stanley and Northrop Grumman Corporation.

He is a member of the American Institute of Certified Public Accountants and Financial Executives International, and has served on councils advising the Financial Accounting Standards Board and the Public Company Accounting Oversight Board. A native of California, he holds a B.S. in business administration and an M.S. in accountancy from California State University, Northridge, which also awarded him an honorary doctorate in 2007.

About Avery Dennison
Avery Dennison (NYSE:AVY) helps make brands more inspiring and the world more intelligent. For more than 75 years the company has been a global leader in pressure-sensitive technology and materials, retail branding and information solutions, and organization and identification products for offices and consumers. A FORTUNE 500 company with sales of $6.5 billion in 2010, Avery Dennison is based in Pasadena, California and has employees in over 60 countries. For more information, visit www.averydennison.com.

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Contacts

Media:
David Frail (626) 304-2014
david.frail@averydennison.com

Investor Relations:
Eric M. Leeds (626) 304-2029
investorcom@averydennison.com