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

(d) On February 23, 2023, upon the recommendation of its Governance Committee, the Board of Directors (the "Board") of Avery Dennison Corporation, a Delaware corporation (the "Company"), appointed Francesca Reverberi to the Board, effective on that date. Ms. Reverberi has not yet been appointed to serve on any committees of the Board.

In connection with her appointment and in accordance with the Company's non-employee director compensation program, on February 23, 2023, Ms. Reverberi was granted an equity award prorated for the remainder of the term ending at the 2023 Annual Meeting of Stockholders, which consisted of 155 restricted stock units that will vest in full on the first anniversary of the grant date. In addition, Ms. Reverberi 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 10, 2022.

A copy of the press release issued on February 27, 2023 announcing Ms. Reverberi's appointment to the Board is attached as Exhibit 99.1 hereto and incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 23, 2023, the Board approved amended and restated bylaws for the Company (as so amended and restated, the "Amended and Restated Bylaws"), primarily to do the following:

•Address universal proxy rules adopted by the U.S. Securities and Exchange Commission by clarifying that no person may solicit proxies in support of a director nominee other than the Board's nominees unless such person has complied with Rule 14a-19 under the Securities Exchange Act of 1934, as amended, including all applicable notice and solicitation requirements; and

•Enhance the procedural mechanics and disclosure requirements in connection with stockholder nominations of directors and submissions of proposals regarding other business at stockholder meetings, including by requiring additional background information and disclosures regarding proposing stockholders, proposed nominees and business, and other persons related to a stockholder's solicitation of proxies.

The Amended and Restated Bylaws also include certain technical, modernizing and clarifying changes.

The foregoing description of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.




       Exhibit
        Number                                           Exhibit Title

         3.1                 Amended and Restated Bylaws of Avery Dennison Corporation, effective
                             as of February 23, 2023.

         99.1                Press Release, dated February 27, 2023, announcing appointment of
                             Francesca Reverberi to the Board of Directors of Avery Dennison
                             Corporation.

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

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses