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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):
September 23, 2025
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 $0.01 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 |
| 3.950% Guaranteed Senior Notes Due 2032 |
|
AMCR/32 |
|
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.
Effective
September 23. 2025, Amcor plc (the “Company”) adopted an Executive Change in Control Severance Plan (the “CIC Plan”)
for covered executives, including the Company’s named executive officers. The CIC Plan provides “double trigger” severance
protections to the covered officers in the event of a qualifying termination of employment in connection with a change in control (as
defined in the CIC Plan).
Severance
benefits at the time of a change in control and a related termination without cause or a resignation
for good reason (each as defined in the CIC Plan) would include cash severance equal to a multiple of base
salary and target annual bonus (2x for the Company’s Chief Executive Officer and 1x for the Company’s other officer participants),
a pro rata bonus for the year in which the termination occurs, accelerated vesting of equity awards and a limited period of post-employment
healthcare coverage for U.S. participants.
The foregoing
description of the CIC Plan is not complete, is in summary form only and is qualified in its entirety by reference to the full text of
the CIC Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| |
Exhibit Index |
Exhibit
No. |
Description |
| 10.1 |
Amcor plc Executive Change in Control Severance Plan. |
| |
|
| 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 |
September 25, 2025 |
|
/s/ Damien Clayton |
| |
|
Name: |
Damien Clayton |
| |
|
Title: |
Company Secretary |
