AVERY DENNISON CORPORATION

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AVERY DENNISON CORP : Submission of Matters to a Vote of Security Holders, Other Events (form 8-K)

04/29/2022 | 05:03pm EDT

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).


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

© Edgar Online, source Glimpses

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