Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) & (b) Due to public health concerns about in-person gatherings given the
COVID-19 pandemic at the time the meeting format was approved by its Board of
Directors (the "Board"), Avery Dennison Corporation (the "Company") held its
Annual Meeting of Stockholders (the "Annual Meeting") on April 28, 2022 in a
virtual-only format. A total of 72,992,857 shares of the Company's common stock,
representing approximately 89% of the 82,355,333 shares outstanding and eligible
to vote as of the February 28, 2022 record date for the meeting set by the
Board, were represented in person or by proxy at the Annual Meeting,
constituting a quorum. At the Annual Meeting, the Company's stockholders
(i) elected Bradley Alford, Anthony Anderson, Mitchell Butier, Ken Hicks, Andres
Lopez, Patrick Siewert, Julia Stewart and Martha Sullivan to the Board for a
one-year term expiring at the 2023 Annual Meeting of Stockholders;
(ii) approved, on an advisory basis, the Company's executive compensation; and
(iii) ratified the appointment of PricewaterhouseCoopers LLP as the Company's
independent registered public accounting firm for fiscal year 2022.
The final results of the voting for the eight director nominees named in the
Company's proxy statement filed with the Securities and Exchange Commission on
March 10, 2022 (the "2022 Proxy Statement") were as follows:
Broker
Director Nominee For Against Abstain Non-Votes
Bradley Alford 65,529,655 3,148,738 106,333 4,208,131
Anthony Anderson 66,306,755 2,381,392 96,579 4,208,131
Mitchell Butier 63,884,141 4,455,813 444,772 4,208,131
Ken Hicks 65,965,091 2,708,792 110,843 4,208,131
Andres Lopez 68,153,715 524,112 106,899 4,208,131
Patrick Siewert 60,896,498 5,977,794 1,910,434 4,208,131
Julia Stewart 64,111,615 4,177,401 495,710 4,208,131
Martha Sullivan 67,560,435 1,146,905 77,386 4,208,131
The final results of the voting for proposals 2 and 3 described in the 2022
Proxy Statement were as follows:
Broker
Proposal For Against Abstain Non-Votes
Approval, on an advisory basis, of the
Company's executive compensation 64,926,263 3,691,931 166,532 4,208,131
Ratification of appointment of
PricewaterhouseCoopers LLP as the
Company's independent registered public
accounting firm for fiscal year 2022 68,470,561 4,062,729 459,567 -
Item 8.01 Other Events.
On April 28, 2022, the Board authorized the repurchase of additional shares of
the Company's common stock with a fair market value of up to $750 million
(excluding any fees, commissions, or other expenses related to such purchases
and in addition to any amount outstanding under any previous Board
authorization).
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