SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
October 27, 2022
Date of Report (Date of earliest event reported)
AVERY DENNISON CORPORATION
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
|8080 Norton Parkway|| |
(Address of principal executive offices)
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:
|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 October 27, 2022, upon the recommendation of its Governance Committee, the Board of Directors (the “Board”) of Avery Dennison Corporation, a Delaware corporation (the “Company”), appointed William R. Wagner to the Board, effective on that date. Mr. Wagner has not yet been appointed to serve on any committees of the Board.
In connection with his appointment and in accordance with the Company’s equity compensation program for non-employee directors, on October 27, 2022, Mr. Wagner received a prorated equity award consisting of 510 restricted stock units (“RSUs”), which will vest in full on the first anniversary of the grant date. In addition, Mr. Wagner will be eligible to participate in the Company’s non-employee director compensation program as described in the Company’s proxy statement filed with the Securities and Exchange Commission on March 10, 2022.
A copy of the press release announcing Mr. Wagner’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.
|99.1||Press Release, dated October 31, 2022, announcing appointment of William R. Wagner to the Board of Directors of Avery Dennison Corporation.|
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: October 31, 2022||By:|| ||/s/ Mitchell R. Butier|
Name: Mitchell R. Butier
Title: Chairman and Chief Executive Officer
WILLIAM (“BILL”) WAGNER APPOINTED TO
AVERY DENNISON BOARD OF DIRECTORS
MENTOR, Ohio — October 31, 2022 — Avery Dennison Corporation (NYSE: AVY) today announced that its board of directors has appointed William (“Bill”) Wagner a director, effective October 27, 2022.
Wagner, 55, is the retired president and CEO of GoTo Group, a global SaaS company and pioneer in remote work technology and IoT, with $1.3 billion in fiscal 2021 revenues.
“We are extremely pleased to welcome Bill to our board,” said Patrick Siewert, lead independent director and chair of the Governance Committee of the Board of Directors, Avery Dennison. “He is an accomplished technology leader with a proven track record of driving innovation and growth.”
“Bill brings deep expertise through his leadership and experience with emerging digital technologies,” added Mitch Butier, chairman of the Board and CEO, Avery Dennison. “His knowledge will be invaluable to Avery Dennison, particularly as we continue to grow our Intelligent Labels platform.”
Wagner joined GoTo Group, formerly known as LogMeIn, Inc., as chief operating officer in 2013 from Vocus, Inc. where he was executive vice president and chief operating officer. As part of his three decades in the technology industry, he previously served in positions at Fiberlink Communications Corporation and AT&T Corporation.
Wagner has an MBA from the Wharton School of the University of Pennsylvania, as well as a BA from Lafayette College.
About Avery Dennison
Avery Dennison Corporation (NYSE: AVY) is a global materials science company specializing in the design and manufacture of a wide variety of labeling and functional materials. The company’s products, which are used in nearly every major industry, include pressure-sensitive materials for labels and graphic applications; tapes and other bonding solutions for industrial, medical, and retail applications; tags, labels and embellishments for apparel; and radio
frequency identification (RFID) solutions serving retail apparel and other markets. The company employs approximately 36,000 employees in more than 50 countries. Reported sales in 2021 were $8.4 billion. Learn more at www.averydennison.com.
Senior Director, Investor Relations, Avery Dennison
Vice President, Global Communications, Avery Dennison