Form 8-K - Current report

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)

Delaware

1-7685

95-1492269

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


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:

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.


Exhibit Number						Exhibit Title

99.1						Press Release, dated June 3, 2024, announcing appointment of Ward Dickson to the Board of Directors of Avery Dennison Corporation

104						Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

EXHIBIT INDEX


Exhibit Number						Exhibit Title


99.1						Press Release, dated June 3 , 2024 , announcing appointment of Ward Dickson to the Board of Directors of Avery Dennison Corporation

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.

AVERY DENNISON CORPORATION

Date: June 3, 2024

By:

/s/ Mitchell R. Butier

Name:

Title:

Mitchell R. Butier

Executive Chairman

Exhibit 99.1


			News Release

WARD DICKSON APPOINTED TO

AVERY DENNISON BOARD OF DIRECTORS

MENTOR, Ohio — June 3, 2024 — Avery Dennison Corporation (NYSE: AVY) today announced that its board of directors has appointed Ward Dickson as a director, effective June 1, 2024.

Dickson, 61, served as executive vice president and chief financial officer for WestRock Company, a leading sustainable, fiber-based packaging solutions company with $20.3 billion in fiscal 2023 revenues, from July 2015 to November 2021. Dickson served in the same capacity at RockTenn Company, one of WestRock’s predecessor companies, from September 2013 to July 2015. He previously served in finance positions of increasing responsibility at Cisco Systems, Inc.

“We are extremely pleased to welcome Ward to our board,” said Patrick Siewert, lead independent director of the Board of Directors, Avery Dennison. “He is an accomplished finance leader with extensive experience across a variety of industries.”

“Ward brings deep financial expertise, with significant time serving in the packaging solutions industry as well as public company board experience,” added Mitch Butier, executive chairman of the Avery Dennison Board. “We look forward to working with him to continue creating long-term value for all our stakeholders.”

Dickson has a BS in Business from Indiana University.

###

About Avery Dennison

Avery Dennison Corporation (NYSE: AVY) is a global materials science and digital identification solutions company that provides a wide range of branding and information solutions that optimize labor and supply chain efficiency, reduce waste, advance sustainability, circularity and transparency, and better connect brands and consumers. Our products and solutions include labeling and functional materials, radio frequency identification (RFID) inlays and tags, software applications that connect the physical and digital, and a variety of products and solutions that enhance branded packaging and carry or display information that improves the customer

experience. Serving an array of industries worldwide — including home and personal care, apparel, general retail, e-commerce, logistics, food and grocery, pharmaceuticals and automotive — we employ approximately 35,000 employees in more than 50 countries. Our reported sales in 2023 were $8.4 billion. Learn more at www.averydennison.com.

Media Contacts

John Eble
Vice President, Finance and Investor Relations

john.eble@averydennison.com

Kristin Robinson

Vice President, Global Communications

kristin.robinson@averydennison.com

Cover Page	May 31, 2024
Document Information [Line Items]
Document Type	8-K
Document Period End Date	May 31, 2024
Entity Registrant Name	AVERY DENNISON CORPORATION
Entity Incorporation, State or Country Code	DE
Entity File Number	1-7685
Entity Tax Identification Number	95-1492269
Entity Address, Address Line One	8080 Norton Parkway
Entity Address, City or Town	Mentor
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	44060
City Area Code	440
Local Phone Number	534-6000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000008818
Amendment Flag	false
Common stock, $1 par value
Document Information [Line Items]
Title of 12(b) Security	Common stock, $1 par value
Trading Symbol	AVY
Security Exchange Name	NYSE
1.25% Senior Notes due 2025
Document Information [Line Items]
Title of 12(b) Security	1.25% Senior Notes due 2025
Trading Symbol	AVY25
Security Exchange Name	NASDAQ