Avery Dennison (NYSE: AVY) revises bylaws, lifts director retirement age

Rhea-AI Filing Summary

Avery Dennison Corporation reported that its Board of Directors approved amended and restated bylaws effective February 26, 2026. The changes tighten advance notice rules by requiring any stockholder proposing business to disclose any material interest they and any beneficial owner have in the matter.

The bylaws now require the company’s secretary to provide a standard questionnaire and written representation and agreement to a requesting stockholder of record within ten days. The amendments also remove certain references to the nature of Board determinations and increase the mandatory retirement age for directors from 72 to 75, along with other non-substantive clarifications.

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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

February 26, 2026

Date of Report (Date of earliest event reported)

AVERY DENNISON CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

1-7685

95-1492269

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

8080 Norton Parkway
Mentor, Ohio						44060
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code (440) 534-6000

(Former name or former address, if changed since last report.)

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 (see General Instruction A.2. below):

☐ 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

Common stock, $1 par value

AVY

New York Stock Exchange

3.750% Senior Notes due 2034

AVY34

Nasdaq Stock Market

4.000% Senior Notes due 2035

AVY35

Nasdaq Stock Market

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. ☐

Section 5 — Corporate Governance and Management

Item 5.03    Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On February 26, 2026, the Board of Directors (the “Board”) of Avery Dennison Corporation (the “Company”) approved an amendment and restatement of the Company’s bylaws (the “Amended and Restated Bylaws”), effective as of such date.

The Amended and Restated Bylaws make the following changes:

(i)						Include a requirement in the advance notice provisions that a proposing stockholder disclose any material interest in the business to be brought before the meeting of stockholders by such stockholder and the beneficial owner, if any, on whose behalf a proposal is made (see Article II, Section 14);
(ii)						Include a requirement for the Company’s secretary to deliver a form of questionnaire and written representation and agreement to a requesting stockholder of record within ten (10) days of such request (see Article II, Section 16);
(iii)						Remove certain references regarding the nature of Board determinations (see Article II, Section 17);
(iv)						Increase the mandatory retirement age for directors from 72 to 75 years in line with corresponding changes made to the Company’s Corporate Governance Guidelines on February 26, 2026 and current market practices (see Article III, Section 3); and
(v)						Make other non-substantive and clarifying changes (see Article II, Section 14; Article II, Section 17; Article VI, Section 1; Article VII, Section 7; and Article VIII, Section 1).

The foregoing description of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.

Section 9 — Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

Exhibit Number						Exhibit Title
3.1						Amended and Restated Bylaws of Avery Dennison Corporation as of February 26, 2026
104						Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

EXHIBIT INDEX

Exhibit Number						Exhibit Title
3.1						Amended and Restated Bylaws of Avery Dennison Corporation as of February 26, 2026
104						Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

AVERY DENNISON CORPORATION

Date: February 26, 2026

By:

/s/ Ignacio J. Walker

Name: Title:

Ignacio J. Walker Senior Vice President and Chief Legal Officer

FAQ

What corporate governance change did Avery Dennison (AVY) disclose?

Avery Dennison disclosed that its Board approved amended and restated bylaws effective February 26, 2026. The revisions refine shareholder proposal requirements, update board-related provisions, and adjust director retirement age, reflecting changes in its corporate governance guidelines.

How did Avery Dennison (AVY) change its director retirement age?

The company increased the mandatory retirement age for directors from 72 to 75 years. This change aligns the bylaws with updated Corporate Governance Guidelines adopted on February 26, 2026 and is presented as consistent with current market practices.

What new disclosure is required from Avery Dennison (AVY) stockholders making proposals?

Stockholders proposing business at a meeting must now disclose any material interest in the business. This applies to both the proposing stockholder and any beneficial owner on whose behalf the proposal is made, strengthening transparency around shareholder-submitted items.

What new obligation does Avery Dennison’s secretary have under the amended bylaws?

The secretary must deliver a form of questionnaire and written representation and agreement to a requesting stockholder of record within ten days. This formalizes the process for collecting information about proposed director nominees or other governance-related disclosures.

Are Avery Dennison’s bylaw changes primarily substantive or administrative?

The company highlights both targeted substantive updates and non-substantive clarifying changes. Substantive elements include enhanced disclosure for stockholder proposals and a higher director retirement age, while other revisions are described as clarifying language across several bylaw sections.

Where can investors review Avery Dennison’s full amended bylaws?

Investors can review the full text of the Amended and Restated Bylaws in Exhibit 3.1. That exhibit is attached to the report and incorporated by reference, providing complete, line-by-line details of every governance change adopted on February 26, 2026.

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-3.1 EX-3.1 239.4 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.8 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 16.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 28.7 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 16.8 KB