AptarGroup : 2023 Proxy

Notice of 2023 Annual Meeting of Stockholders

DATE AND TIME	PLACE	RECORD DATE
9:00 a.m. CDT on Wednesday,	Live webcast online at	March 10, 2023
May 3, 2023	www.virtualshareholdermeeting.com
	/ATR2023

To Our Stockholders:

It is my pleasure to invite you to attend our annual meeting of stockholders of AptarGroup, Inc. ("Aptar") on May 3, 2023. At the meeting, we will review Aptar's performance for fiscal year 2022 and vote on the following matters:

ITEMS OF BUSINESS

	Board Voting
	Recommendation
Proposal No. 1: To elect the four director nominees named in the proxy statement to terms of office expiring at the annual meeting in 2026	FOR each
Proposal No. 2: To approve, on an advisory basis, Aptar's executive compensation	FOR
Proposal No. 3: To approve, on an advisory basis, the frequency of the advisory vote on Aptar's executive compensation	For 1 YEAR
Proposal No. 4: To approve an amendment to the 2018 Equity Incentive Plan	FOR
Proposal No. 5: To ratify the appointment of the independent registered public accounting firm for 2023	FOR

We will also transact any other business that is properly raised at the meeting or any postponements or adjournments of the meeting.

YOUR VOTE IS IMPORTANT

The vote of each stockholder is important to us. Whether or not you expect to attend the virtual annual meeting, I urge you to vote by the Internet or by telephone as soon as possible. If you received a printed copy of the proxy materials, you may also complete, sign and date your proxy card and return it in the envelope that was included with the printed materials.

Internet

(Preferred)

Visit www.proxyvote.com up until 11:59 p.m. EDT,

on May 2, 2023

Telephone

Call the telephone number on your proxy card

Mark, sign and date your proxy card and return it in the

Mail pre-addressed postage paid envelope we have provided or return it to:

Vote Processing, c/o Broadridge 51 Mercedes Way Edgewood, NY 11717

We look forward to your attendance at the virtual annual meeting on May 3, 2023 and addressing your questions and comments. Sincerely,

Kimberly Y. Chainey

Executive Vice President,

Chief Legal Officer and Secretary

Table of Contents

Table of Contents

ELECTRONIC DELIVERY OF MATERIALS	2
PROXY SUMMARY	3
PROPOSAL 1-ELECTION OF DIRECTORS	13
Nominees for Election	14
Directors Whose Present Terms Continue	16
Corporate Governance	20
Board Meeting Attendance	27
Board Compensation	29
PROPOSAL 2-ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION	31
PROPOSAL 3-ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY VOTE ON EXECUTIVE COMPENSATION	32
PROPOSAL 4-APPROVAL OF AN AMENDMENT TO THE 2018 EQUITY INCENTIVE PLAN	33
PROPOSAL 5-RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR 2023	40
Independent Registered Public Accounting Firm Fees	41
EXECUTIVE OFFICER COMPENSATION	42
Compensation Discussion and Analysis	42
Compensation Committee Report	56
2022 Summary Compensation Table	57
2022 Grants of Plan-Based Awards	59
2022 Outstanding Equity Awards at Fiscal Year-End	60
2022 Option Exercises and Stock Vested	62
Employment Agreements	63
Pension Benefits	65
Potential Payments upon Termination of Employment	67
CEO Pay Ratio	70
Pay Versus Performance	71
EQUITY COMPENSATION PLAN INFORMATION	76
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS AND MANAGEMENT	77
TRANSACTIONS WITH RELATED PERSONS	79
DELINQUENT SECTION 16(a) REPORTS	80
AUDIT COMMITTEE REPORT	81
OTHER MATTERS	82
Proxy Solicitation	82
Annual Report/Form 10-K	82
Stockholder Proposals and Nominations	82
FREQUENTLY ASKED QUESTIONS	83
How do I attend?	83
Who is entitled to vote?	83
May stockholders ask questions at the virtual annual meeting?	83
What if I have technical difficulties or trouble accessing the virtual annual meeting?	83
What am I voting on and how does the Board of Directors recommend I vote on the proposals?	84
How do I vote?	84
What is a quorum?	85
How are shares in a 401(k) plan voted?	85
How are shares held in a broker account voted?	85
How many votes are required to approve each proposal?	85
Who will count the votes?	85
How can I help reduce the environmental impact of the annual meeting?	85
APPENDIX A - 2018 EQUITY INCENTIVE PLAN	A-1

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on May 3, 2023: The Proxy Statement and the 2022 Annual Report/Form 10-K are available at www.proxyvote.com.

You may attend the virtual annual meeting at www.virtualshareholdermeeting.com/ATR2023. To participate in the annual meeting, you will need the 16- digit control number that appears on your Notice of Internet Availability of Proxy Materials, proxy card or the instructions that accompanied your proxy materials. Refer to the "Frequently Asked Questions" section of the proxy statement for detailed procedures regarding attending, submitting questions and voting at the virtual annual meeting.

A list of stockholders entitled to vote at the meeting will be available for examination during normal business hours for ten days prior to the meeting for any purpose germane to the meeting at Aptar's corporate headquarters at 265 Exchange Drive, Suite 301, Crystal Lake, Illinois 60014.

2023 Proxy Statement 1

Table of Contents

Electronic Delivery of Materials

Help us "go green" and reduce costs. For those stockholders who are still receiving paper copies of our proxy statement and annual report, please consider requesting electronic delivery or a Notice of Internet Availability of Proxy Materials ("Notice"), which will reduce the amount of paper materials needed to conduct our annual meeting. You may do so by following the instructions below.

AptarGroup, Inc. ("Aptar" or "Company") is pleased to take advantage of the Securities and Exchange Commission ("SEC") rule allowing companies to furnish proxy materials to their stockholders over the Internet. We believe that this e-proxy process expedites stockholders' receipt of proxy materials, while also lowering the costs and reducing the environmental impact of our annual meeting. On March 24, 2023, we mailed to most of our stockholders a Notice containing instructions on how to access our proxy statement and annual report and vote online. On the same date, we mailed to all other stockholders a copy of the proxy statement and annual report by mail unless they have elected to receive the annual meeting materials over the Internet.

HOW TO ENROLL

Stockholders of Record

(your shares of common stock are registered directly in your name with EQ Shareowner Services, our transfer agent)

Visit www.proxyvote.com or scan the QR code above to vote your shares. When prompted, indicate that you agree to receive or access proxy materials electronically in the future.

Beneficial Owners

(your shares are held in "street name" in an account at a brokerage firm, bank, broker-dealer or other similar organization) Follow the instructions provided by your broker, bank or other intermediary to opt into electronic delivery.

2 2023 Proxy Statement

Table of Contents

Proxy Summary

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting.

BOARD AND GOVERNANCE HIGHLIGHTS

Board Independence

91%

INDEPENDENT

Tenure
LESS THAN FIVE YEARS	7 YR
MORE THAN FIVE YEARS
AVG. TENURE

Board Diversity

Best Practices

Separate independent Chairman		All Committees are chaired by			Director age limits
& CEO		women
Directors and executive officers		Stock ownership requirements			Majority voting for directors and
are prohibited from hedging or		for directors and executive			director resignation policy in
pledging stock		officers			uncontested elections
Annual "Say-on-Pay Vote" on		Independent directors meet			Annual Board and Committee
executive compensation		regularly in executive session			self-evaluations
Our Nominees at a Glance
					Committees
					2023 Proxy Statement 3

Table of Contents

			Other		Management
Name and Primary		Director	Public		Corporate
Age	Company	Audit	Development and
or Former Occupation	Since	Boards	Compensation	Governance

GEORGE L. FOTIADES

Independent Director	69	2011	1
Former President and CEO of Cantel Medical
Corp

CANDACE MATTHEWS

Independent Director	64	2021	2			C
Former Chief Reputation Officer of Amway Corp
B. CRAIG OWENS
Independent Director	68	2018	1	M	M
Former CFO and Chief Administrative Officer of
Campbell Soup Company
JULIE XING
Independent Director	54	2023	-
Executive Chair of Mundipharma China

C= Committee Chair; M = Committee Member

OUR EXECUTIVE COMPENSATION PHILOSOPHY AND OBJECTIVES

Our compensation philosophy is designed to fairly reward our executives for growing our business and increasing value for stockholders, and to retain our experienced management team.

Significant amount of pay that is performance-based and/or at-risk,with emphasis on performance- based pay to reward short-and long-termperformance measured against pre-establishedobjectives and a substantial amount provided in equity

Employment and change-in-control		Absence of tax gross-up agreements with
agreements that are designed to be		named executive officers, other than those
competitive in markets in which we compete for		related to relocation benefits or expatriate
executive talent		assignments

Stock ownership guidelines, limits on

executive officer stock trading and prohibition of

hedging or pledging Aptar equity securities

Use of an independent compensation

consultant

Limited perquisites other than common

perquisites provided in the context of expatriate

assignments or related to relocation

• 2023 Proxy Statement