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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 10, 2026
AMCOR
PLC
(Exact
name of registrant as specified in its charter)
| Jersey |
001-38932 |
98-1455367 |
(State or other jurisdiction
of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 83 Tower Road North |
|
| Warmley, Bristol |
|
| United Kingdom |
BS30 8XP |
| (Address of principal executive offices) |
(Zip Code) |
+44 117 9753200
(Registrant’s
telephone number, including area code)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425) |
| |
|
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
| |
|
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title
of each class |
Trading
symbol(s) |
Name
of each exchange on which registered |
| Ordinary Shares, par value $0.05 per share |
AMCR |
New
York Stock Exchange |
| 1.125%
Guaranteed Senior Notes Due 2027 |
AUKF/27 |
New
York Stock Exchange |
| 5.450% Guaranteed Senior Notes Due 2029 |
AMCR/29 |
New York Stock Exchange |
| 3.200% Guaranteed Senior Notes Due 2029 |
AUKF/29 |
New York Stock Exchange |
| 3.950% Guaranteed Senior Notes Due 2032 |
AMCR/32 |
New York Stock Exchange |
| 3.750% Guaranteed Senior Notes Due 2033 |
AUKF/33 |
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
¨ Emerging growth company
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02. Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 15, 2026, Amcor
plc (the “Company”) announced that Fred Stephan, the Company’s
Division President, Global Flexible Packaging Solutions, will retire from his officer role
effective June 30, 2026. Mr. Stephan will remain employed as a special advisor to the Company until December 31,
2026 (the “Retirement Date”) to ensure a smooth transition of his duties. Mr. Stephan’s retirement from
the Company is not as a result of any disagreement with the Company.
Mr. Stephan
is a party to an employment agreement with the Company’s affiliate, Amcor Flexibles North America, Inc., dated June 21,
2019 (the “Stephan Employment Agreement”), which was modified by letter agreements dated September 5, 2024 and
April 30, 2025 between Amcor Flexibles North America, Inc. and Mr. Stephan (the “Stephan Letter Agreements”
and, together with the Stephan Employment Agreement, the “Existing Employment Agreement”). In connection with Mr. Stephan’s
retirement, he has entered into a Transition, Retirement Agreement and General Release with the Company, dated June 10, 2026 (the
“Transition and Retirement Agreement”). Following the Retirement Date, Mr. Stephan will have no further rights
under the Existing Employment Agreement. The Transition and Retirement Agreement provides for the following, in exchange for Mr. Stephan’s
execution of a general release of claims, as well as continued compliance with the covenants in the Transition and Retirement Agreement
and the Existing Employment Agreement: (1) continued base salary at the amount that Mr. Stephan was receiving immediately prior
to his retirement from his officer role, and continued benefits, through the Retirement Date; (2) a cash bonus equal to the bonus,
if any is earned, under the Company’s Management Incentive Plan (“MIP”), pro-rated to reflect the six month period
ending on the Retirement Date, at the same time such bonuses are otherwise paid; (3) accrued benefits including unused paid time
off earned through the Retirement Date; (4) the right to elect benefit continuation coverage under COBRA; (5) vesting in full
of any unvested Equity Management Incentive Plan awards held by Mr. Stephan on the Retirement Date; (6) for Long-Term Incentive
Plan (“LTIP”) awards issued prior to July 1, 2025, (i) the ability to exercise vested but unexercised options
or for 90 days after the Retirement Date, and (ii) pro-rated vesting of performance-based equity awards and options if more than
half of the performance period has been satisfied as of the Retirement Date, with performance tested as of the assessment date and 90
days to exercise following their vesting date; and (7) other than as discussed herein, treatment of any other awards granted to Mr. Stephan
on or after July 1, 2025 in accordance with the terms and conditions of the applicable award agreements and the equity plan.
In exchange for the payments
made under the Transition and Retirement Agreement, Mr. Stephan provides a general release of claims as related to the Company and
its affiliates, officers, directors, and shareholders. The Transition and Retirement Agreement and Existing Employment Agreement contain
customary restrictive covenants relating to non-competition, non-solicitation, non-disparagement, and confidentiality, for which the payments
described above will serve as consideration.
Mr. Ryan D. Yost,
50, has been appointed to serve as the Company’s Division President, Global Flexible Packaging Solutions, effective
June 15, 2026. Mr. Yost previously served as President of Avery Dennison Materials Group, a global business of Avery
Dennison Corporation, where he was responsible for the group’s overall global strategy and its short- and long-term business,
financial and operating objectives. Prior to assuming that role in March 2024, Mr. Yost served as Vice President
and General Manager of Avery Dennison Identification Solutions since 2021, and of Vestcom since 2022, where he led the
businesses’ transformation into a high-growth organization focused on innovative solutions for the food, retail and logistics
market segments. Mr. Yost previously served as Vice President and General Manager of Avery Dennison Printer Solutions from 2019
- 2021, where he led global operations and commercial teams. During his more than 25 years with Avery Dennison, Mr. Yost has
held roles of increasing responsibility across multiple divisions of Avery Dennison, including leadership positions in operations and
supply chain. Prior to joining Avery Dennison, Mr. Yost was a management consultant with Ernst & Young. Mr. Yost
received his BSBA from Bowling Green State University and his Master of Business Administration from Cleveland State University.
In connection with
Mr. Yost’s appointment, he entered into an offer letter with Amcor Flexibles North America, Inc., dated June 10, 2026
(the “Yost Letter Agreement”), that sets forth employment and
compensation terms. Pursuant to the terms of the Yost Letter Agreement, Mr. Yost will receive an annualized base salary of US
$1,000,000 and will participate in the MIP with a target opportunity of 100% of base salary and payouts ranging from 0% to 200% of
base salary based on achievement of performance targets set by the Company, with his fiscal 2026 participation pro-rated to reflect
his appointment date. Mr. Yost will also participate in the LTIP with annual grants made to him with respect to a number of
shares having target grant date fair value of 300% of his base salary. Additionally, on his appointment date, Mr. Yost will
receive a special grant under the LTIP with respect to a number of performance shares and stock options having an anticipated target
grant date fair value of 195% of his base salary.
Mr. Yost will also receive
a one-time sign-on cash bonus of US $175,000 payable in March 2027, and a special retention equity grant at the appointment date
of restricted stock units having a value of US $1,600,000, 50% of which will vest one year from the appointment date and the other 50%
of which will vest two years from the appointment date. Mr. Yost will receive financial support to relocate to Deerfield, IL
in accordance with the Company’s relocation policy.
Mr. Yost will be entitled
to participate in the Company’s Executive Change in Control Severance Plan as a non-CEO participant. Mr. Yost will also be
subject to restrictive covenants, as set forth in the Yost Letter Agreement, including perpetual confidentiality, assignment of inventions,
and non-solicitation and non-competition covenants that continue for twelve months following termination of employment. The notice period
for Mr. Yost to terminate his employment under the Yost Letter Agreement is six months’ written notice.
There are no transactions
since the beginning of the Company’s last fiscal year in which the Company is a participant and in which Mr. Yost or any members
of his immediate family have any interest that are required to be reported under Item 404(a) of Regulation S-K. No family relationships
exist between Mr. Yost and any of the Company’s directors or executive officers. The appointment of Mr. Yost was not pursuant
to any arrangement or understanding between him and any person, other than a director or executive officer of the Company acting in his
or her official capacity.
The foregoing descriptions
of the Transition and Retirement Agreement and the Yost Letter Agreement are not complete, are in summary form only and are qualified
in their entirety by reference to the full text of the Transition and Retirement Agreement and the Yost Letter Agreement, which are filed
as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K, respectively. A copy of the press release announcing the retirement
of Mr. Stephan and the hiring of Mr. Yost is included as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
| |
|
Exhibit Index |
Exhibit
No. |
|
Description |
| 10.1 |
|
Transition,
Retirement Agreement and General Release between Amcor Flexibles North America, Inc. and Fred Stephan, dated as of June 10,
2026. |
| 10.2 |
|
Letter Agreement
between Amcor Flexibles North America, Inc. and Ryan D. Yost, dated as of June 10, 2026. |
| 99.1 |
|
Press Release of Amcor
plc, dated June 15, 2026. |
| 104 |
|
Cover Page Interactive Data File. The cover page XBRL tags are embedded within the inline XBRL document. |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
| |
AMCOR PLC |
| |
|
|
| Date June
15, 2026 |
/s/ Damien Clayton |
| |
Name: |
Damien Clayton |
| |
Title: |
Company Secretary |
Exhibit 99.1
 |
Press release |
Amcor announces key leadership appointments
to accelerate growth
Ryan Yost appointed
Division President, Global Flexible Packaging Solutions
Kate Pearlman
appointed Senior Vice President, Investor Relations & Treasury
ZURICH,
June 15, 2026 — Amcor (NYSE: AMCR, ASX: AMC), a global leader in developing and producing
responsible packaging solutions, today announced the appointments of Ryan Yost as Division President, Global Flexible Packaging Solutions,
and Kate Pearlman as Senior Vice President, Investor Relations & Treasury.
With 25 years of leadership roles at
Avery Dennison, Ryan brings proven success in delivering consistent, profitable organic growth, most recently as President of Avery Dennison’s
global $6 billion Materials Group. He previously held various senior leadership roles spanning commercial, operations, supply chain and
material science responsibilities. Ryan will accelerate Amcor’s organic growth strategy across the Global Flexible Packaging Solutions
platform, building on the business’ leadership positions in attractive end markets including healthcare, protein, pet food, liquids,
beauty and personal care and food service. He will be based in the U.S.
Kate has more than 20 years of experience
in investor relations, global treasury and risk management leadership at Fortune 200 companies. She joins Amcor from Lowe’s, where
she held the role of Vice President, Investor Relations and Treasurer. Kate will lead Amcor’s global investor relations function
and will also assume responsibility for Amcor’s treasury operations. In this expanded role, she will strengthen alignment across
capital market management, value creation and shareholder engagement. Kate will report to Stephen Scherger, Executive Vice President
and Chief Financial Officer, and the role will be based in the U.S.
“Ryan and Kate are exceptional
leaders with proven track records of driving growth, building high-performing teams and translating strategy into results across large,
global organizations,” said Peter Konieczny, Amcor Chief Executive Officer. “I am highly confident in Amcor’s business,
strategy and ability to deliver for our customers and shareholders. Ryan and Kate bring the right expertise to help us build momentum,
and we’re excited to welcome them as we position Amcor for its next phase of growth.”
Ryan succeeds Fred Stephan, who is retiring
from Amcor, and Kate succeeds Tracey Whitehead, who has chosen to remain in Australia and pursue opportunities there. Fred and Tracey
will remain with Amcor as advisors through Dec. 31, 2026, to ensure a smooth transition.
“Fred and Tracey have each made
a lasting impact on Amcor, and I thank them for their outstanding leadership, partnership and unwavering commitment to the company,”
Peter said. “Fred has been instrumental in strengthening our global flexibles business and positioning the business for continued
strong performance, while Tracey has served as a highly respected and trusted leader in our engagement with the investment community.”
About Amcor
Amcor is the global leader in developing
and producing responsible consumer packaging and dispensing solutions across a variety of materials for nutrition, health, beauty and
wellness categories. Our global product innovation and sustainability expertise enables us to solve packaging challenges around the world
every day, producing a range of flexible packaging, rigid packaging, cartons and closures that are more sustainable, functional and appealing
for our customers and their consumers. We are guided by our purpose of elevating customers, shaping lives and protecting the future.
Supported by a commitment to safety, over 75,000 people generate $23 billion in annualized sales from operations that span over 400 locations
in more than 40 countries. NYSE: AMCR; ASX: AMC
www.amcor.com
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