Avery Dennison Corporation (AVY)
NYSE: AVY · Real-Time Price · USD
164.34
+1.39 (0.85%)
Apr 30, 2026, 4:00 PM EDT - Market closed
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AGM 2026

Apr 30, 2026

Mitch Butier
Board Chairman, Avery Dennison

Welcome to our 2026 annual meeting of stockholders. I'm Mitch Butier, Board Chairman. We are joined by our other board members, including Patrick Siewert, our Lead Independent Director, William Wagner, Chair of our Board Governance Committee, and Deon Stander, our Chief Executive Officer, as well as by Greg Lovins, our Chief Financial Officer, Ignacio Walker, our Chief Legal Officer, Vikas Arora, our Corporate Secretary, Divina Santiago, our Chief Accounting Officer, and Andy Wilcox, our Independent Inspector of Election for the meeting. Today's meeting is being held virtually, which allows stockholders to attend without the time and expense of doing so in person. As is our custom, we will conduct the business portion of our meeting first and answer questions after the meeting is adjourned in accordance with the rules of conduct posted in the virtual meeting platform.

Only validated stockholders may ask questions in the designated field on the online platform. This meeting is being held pursuant to the notice mailed or made available on 12th March 2026 to all stockholders of record as of the close of business on 2nd March 2026, the record date for the meeting fixed by our Board. The proposals to be voted on at this meeting are to, one, elect the 10 nominated Directors to serve for a one year term. two, approve on an advisory basis our executive compensation. three, ratify the appointment of PwC as our independent registered public accounting firm for fiscal year 2026. four, vote on a stockholder proposal for an independent Board Chairman if properly presented during this meeting. I would now like to ask Vikas to give the Secretary's report.

Vikas Arora
VP of Associate General Counsel and Corporate Secretary, Avery Dennison

Thanks, Mitch. I have on file an affidavit from Broadridge Financial Solutions that confirms that on 12th March 2026, notice of this meeting was mailed or made available to stockholders of record as of the March 2nd record date. Notice was properly given. The official list of stockholders entitled to vote at the meeting is available for inspection only by validated stockholders on the virtual meeting platform. There were 71,592,791 shares represented immediately prior to the commencement of the meeting in person or by proxy, representing approximately 93% of the 76,917,031 shares of issued and outstanding stock of the company entitled to vote. A quorum is present, and the meeting is lawfully convened to transact the business for which it was called.

The minutes of the 2025 annual stockholder meeting are available on the virtual meeting platform for review by validated stockholders.

Mitch Butier
Board Chairman, Avery Dennison

Thanks, Vikas. Before we move to the election of directors, I'm very pleased to welcome our newest director, David Flitman, who joined our board in July 2025. Dave's extensive experience in food distribution, industrial goods, and material science, combined with his background as a public company CEO and significant experience in board and compensation committee matters, complements and advances the collective skill set of our board. On to the proposals for consideration. Proposal one, election of directors. Bradley Alford, Ward Dickson, David Flitman, Andres Lopez, Maria Fernanda Mejia, Francesca Reverberi, Patrick Siewert, Deon Stander, William Wagner, and I were nominated by the board to serve as directors for a one-year term. The board has recommended a vote for the election of all 10 director nominees. I declare the nominations closed.

The other board proposals to be voted upon by stockholders are proposal two, approval on an advisory basis of our executive compensation, and proposal three, ratification of the audit committee's appointment of PwC as our independent registered public accounting firm for fiscal year 2026. Kirk Thurrell, global engagement partner, and Mozy Yang, director, are present to answer any questions during our Q&A session. The board has recommended a vote for proposals two and three. I will now ask proponent John Chevedden or his qualified representative to present proposal four, which is a stockholder proposal for an independent board chairman. Operator, please unmute the participant line for Mr. Chevedden or his qualified representative.

John Chevedden
Shareholder, Avery Dennison

Hello, this is John Chevedden, proposal four, independent board chairman. Charles requested the board of directors adopt an enduring policy, amend the governing documents as necessary in order that two separate people hold the office of the Chairman and the office of the CEO as soon as possible. The Chairman of the Board shall be the independent director. The lead director shall not substitute for an independent board chairman. The board shall have the discretion to select an interim chairman of the board who is not independent director to serve while the board is required to seek an independent chairman of the board on an accelerated basis. An independent board chairman at all times improves corporate governance by bringing impartiality, objective oversight, and external expertise to board decisions, mitigating conflicts of interest, enhancing transparency, and boosting shareholder confidence.

This detached perspective allows the chairman to focus on shareholder interests, strengthen management accountability, and provide critical checks and balances, ultimately contributing to long-term sustainability and profitability. This may be a particularly good time to consider the merits of this proposal. Avery Dennison stock was at $229 in 2021, and it was at only $162 now in spite of a robust stock market. Please vote yes. Independent board chairman, proposal four.

Mitch Butier
Board Chairman, Avery Dennison

Thank you, Mr. Chevedden.Now on to the voting. If you have already voted by telephone, over the internet or by mail, you do not need to vote now. You can vote at this meeting only if you are a registered stockholder or a beneficial stockholder, have logged into the virtual meeting platform using your control number, and have not already voted or wish to change your previously submitted vote. If you would like to vote at this meeting, please do so by clicking on the Voting button on the online platform and following the instructions provided. We will now pause for 60 seconds to allow for voting. There are no votes from the platform, I now declare the polls closed. I'll now ask Vikas for a preliminary report on the voting.

Vikas Arora
VP of Associate General Counsel and Corporate Secretary, Avery Dennison

The proxies and ballots have been preliminarily counted by the Inspector of Election, duly appointed by the Board of Directors. At least 58,397,905 shares, representing approximately 86% of the voted shares, have voted to elect each of the director nominees. Each of them has been elected. 64,573,620 shares, representing approximately 95% of the voted shares, have voted to approve on an advisory basis our executive compensation. The compensation has been approved. 67,165,746 shares, representing approximately 94% of the voted shares, have voted to ratify the appointment of PwC. The appointment has been ratified.

26,486,735 shares, representing approximately 39% of the voted shares, have voted in favor of the stockholder proposal for an independent board chairman. The stockholder proposal did not receive the vote of a majority of shares represented and entitled to vote, and therefore has not been approved. We will file the final voting results with the SEC on Form 8-K on or before 6th May 2026. I will now turn it over to Mitch to adjourn the meeting.

Mitch Butier
Board Chairman, Avery Dennison

Thanks, Vikas. Ladies and gentlemen, that concludes the business portion of the meeting, which is now adjourned. Before opening the call to questions, I am pleased to share that this morning we announced a 6% increase in our quarterly dividend to $1 per share. Vikas, over to you.

Vikas Arora
VP of Associate General Counsel and Corporate Secretary, Avery Dennison

Thanks, Mitch. I'd like to open it up for any questions. Please note that we will do our best to answer all questions submitted timely that are pertinent to our company and the proposals brought before the meeting as time permits and in accordance with our ground rules for conduct of meeting, which are posted on the virtual meeting platform. We will pause for 60 seconds to allow for questions to be submitted. We have a question from the virtual meeting platform. Mitch, I'll send it over to you, and you can advise who will answer it. Please advise the Avery Dennison response to Avery Dennison shares falling nearly 3% following the release of second quarter guidance that fell short of analyst expectations.

Mitch Butier
Board Chairman, Avery Dennison

Okay, thank you for the question. Deon, you wanna take that one?

Deon Stander
CEO, Avery Dennison

Yeah. Thank you for the question. We delivered $2.47 in the first quarter, which included about $0.05 for pre-buy of inventory from our customers in that quarter. Our guidance for the second quarter now includes this pre-buy value unwinding largely in the second quarter. If you look at our Q1 results and our Q2 outlook combined, it's in line with consensus for the first half of 2026. In the days since we announced our Q1 results, we continue to trade above our packaging and paper peers.

Mitch Butier
Board Chairman, Avery Dennison

Thank you, Deon. Vikas, are there any other questions?

Vikas Arora
VP of Associate General Counsel and Corporate Secretary, Avery Dennison

There have been no other questions submitted.

Mitch Butier
Board Chairman, Avery Dennison

Okay. Well, thank you for attending and for your continued support of Avery Dennison. That concludes the call.

Operator

That concludes our meeting today. You may now disconnect.

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