UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
April 24, 2014
Date of Report
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AVERY DENNISON CORPORATION |
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(Exact Name of Registrant as Specified in Charter) |
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Delaware |
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1 -7685 |
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95-1492269 |
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(State or Other Jurisdiction |
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(Commission |
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(IRS Employer |
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of Incorporation) |
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File Number) |
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Identification No.) |
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207 Goode Avenue
Glendale, California |
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91203 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s telephone number, including area code (626) 304-2000
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(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))
Section 5 — Corporate Governance and Management
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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. |
(b) Effective upon the adjournment of Avery Dennison Corporation’s (the “Company’s”) Annual Meeting of Stockholders on April 24, 2014 (“Annual Meeting”) and as required by the mandatory director retirement policy contained in the Company’s Amended and Restated Bylaws and Corporate Governance Guidelines, John T. Cardis retired from the Company’s Board of Directors.
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) & (b) At the Annual Meeting, the Company’s stockholders (i) elected Bradley A. Alford, Anthony K. Anderson, Peter K. Barker, Rolf L. Börjesson, Ken C. Hicks, Charles H. Noski, David E. I. Pyott, Dean A. Scarborough, Patrick T. Siewert, Julia A. Stewart and Martha N. Sullivan to the Board; (ii) approved, on an advisory basis, the Company’s executive compensation; (iii) approved the Company’s Amended and Restated Senior Executive Annual Incentive Plan; and (iv) ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the 2014 fiscal year.
The final results of the voting for the eleven director nominees named in the Company’s 2014 Proxy Statement were as follows:
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Director Nominee |
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For |
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Against |
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Abstain |
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Broker |
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Bradley A. Alford |
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74,196,517 |
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1,366,866 |
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360,724 |
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6,736,747 |
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Anthony K. Anderson |
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74,109,451 |
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1,415,458 |
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399,198 |
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6,736,747 |
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Peter K. Barker |
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73,843,500 |
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1,684,756 |
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395,851 |
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6,736,747 |
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Rolf L. Börjesson |
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74,940,030 |
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588,408 |
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395,669 |
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6,736,747 |
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Ken C. Hicks |
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74,213,209 |
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1,350,287 |
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360,611 |
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6,736,747 |
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Charles H. Noski |
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74,152,612 |
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1,412,255 |
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359,240 |
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6,736,747 |
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David E. I. Pyott |
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71,989,185 |
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3,571,240 |
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363,682 |
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6,736,747 |
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Dean A. Scarborough |
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72,739,786 |
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2,741,885 |
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442,436 |
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6,736,747 |
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Patrick T. Siewert |
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74,417,359 |
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1,124,674 |
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382,074 |
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6,736,747 |
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Julia A. Stewart |
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73,737,433 |
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1,829,203 |
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357,471 |
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6,736,747 |
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Martha N. Sullivan |
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74,228,686 |
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1,320,617 |
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374,804 |
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6,736,747 |
The final results of the voting for proposals 2, 3 and 4 described in the Company’s 2014 Proxy Statement were as follows:
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Proposal |
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For |
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Against |
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Abstain |
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Broker |
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Approval, on an advisory basis, of the Company’s executive compensation |
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53,184,665 |
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22,145,903 |
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593,539 |
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6,736,747 |
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Approval of the Company’s Amended and Restated Senior Executive Annual Incentive Plan |
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72,116,558 |
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3,195,313 |
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612,236 |
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6,736,747 |
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Ratification of appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the 2014 fiscal year |
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79,064,963 |
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3,229,992 |
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365,899 |
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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.
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AVERY DENNISON CORPORATION | |||
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Date: April 25, 2014 |
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By: |
/s/ Susan C. Miller |
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Name: |
Susan C. Miller | |
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Title: |
Senior Vice President, General Counsel and Secretary | |