Avery Dennison (NYSE: AVY) investors back directors, reject independent chair proposal

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Avery Dennison Corporation reported the results of its Annual Meeting of Stockholders held in a virtual-only format on April 30, 2026. Stockholders representing 71,592,791 shares, or 93.1% of the 76,917,031 shares outstanding as of the March 2, 2026 record date, were present, providing a quorum.

All ten director nominees were elected for one-year terms, stockholders approved on an advisory basis the Company’s executive compensation, and they ratified the appointment of PwC as independent registered public accounting firm for fiscal year 2026. A stockholder proposal calling for an independent Board Chairman did not receive sufficient support and was not approved.

8-K Event Classification

2 items: 5.07, 9.01

2 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Shares represented at meeting: 71,592,791 shares Participation rate: 93.1% Shares outstanding: 76,917,031 shares +4 more

7 metrics

Shares represented at meeting 71,592,791 shares Present or by proxy at April 30, 2026 annual meeting

Participation rate 93.1% Portion of 76,917,031 shares outstanding and eligible to vote as of March 2, 2026

Shares outstanding 76,917,031 shares Outstanding and eligible to vote as of March 2, 2026 record date

Say-on-pay votes For 64,573,620 shares Advisory approval of executive compensation at 2026 annual meeting

Independent chair votes Against 40,928,828 shares Votes opposing stockholder proposal for an independent Board Chairman

Independent chair votes For 26,486,735 shares Votes supporting stockholder proposal for an independent Board Chairman

PwC ratification votes For 67,165,746 shares Ratification of PwC as independent registered public accounting firm for fiscal 2026

Key Terms

virtual-only format, advisory basis, independent registered public accounting firm, broker non-votes, +1 more

5 terms

virtual-only format financial

"held its Annual Meeting of Stockholders in a virtual-only format on April 30, 2026"

An event or meeting held entirely online with no physical location, where participants join via video or web platforms much like choosing a video call instead of meeting in a conference room. For investors this matters because it changes how shareholders access information, ask questions, and cast votes—potentially increasing convenience and lowering costs but also raising concerns about technical access, participation fairness, and the transparency of interactions.

advisory basis financial

"approved, on an advisory basis, the Company’s executive compensation"

independent registered public accounting firm financial

"ratified the appointment of PwC as the Company’s independent registered public accounting firm for fiscal year 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

broker non-votes financial

"Broker Non-Votes Bradley Alford | 62,534,964 ... | 3,873,150"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

stockholder proposal financial

"did not approve a stockholder proposal for an independent Board Chairman"

Understanding 8-K Material Events →

05/01/2026 - 04:15 PM

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

April 30, 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 5.07 Submission of Matters to a Vote of Security Holders.

(a) Avery Dennison Corporation (the “Company”) held its Annual Meeting of Stockholders in a virtual-only format on April 30, 2026.

(b) At the Annual Meeting, a total of 71,592,791 shares of the Company’s common stock, representing 93.1% of the 76,917,031 shares outstanding and eligible to vote as of the March 2, 2026 record date for the meeting established by the Company’s Board of Directors (the “Board”) were represented in person or by proxy, constituting a quorum. The Company’s stockholders (i) elected Bradley Alford, Mitchell Butier, Ward Dickson, David Flitman, Andres Lopez, Maria Fernanda Mejia, Francesca Reverberi, Patrick Siewert, Deon Stander and William Wagner to the Board for a one-year term; (ii) approved, on an advisory basis, the Company’s executive compensation; (iii) ratified the appointment of PwC as the Company’s independent registered public accounting firm for fiscal year 2026; and (iv) did not approve a stockholder proposal for an independent Board Chairman.

The final results of the voting for the ten director nominees named in the Company’s proxy statement filed with the Securities and Exchange Commission on March 12, 2026 (the “2026 Proxy Statement”) were as follows:


Director Nominee	For	Against	Abstain	Broker Non-Votes
Bradley Alford	62,534,964	4,384,404	800,273	3,873,150
Mitchell Butier	65,781,795	1,900,412	37,434	3,873,150
Ward Dickson	66,890,850	796,243	32,548	3,873,150
David Flitman	67,106,988	576,869	35,784	3,873,150
Andres Lopez	66,984,480	704,513	30,648	3,873,150
Maria Fernanda Mejia	67,441,232	248,541	29,868	3,873,150
Francesca Reverberi	67,389,253	298,652	31,736	3,873,150
Patrick Siewert	63,149,747	3,767,455	802,439	3,873,150
Deon Stander	66,795,858	861,334	62,449	3,873,150
William Wagner	58,397,905	9,247,209	74,527	3,873,150

The final results of the voting for proposals 2, 3 and 4 described in the 2026 Proxy Statement were as follows:


Proposal	For	Against	Abstain	Broker Non-Votes
Approval, on an advisory basis, of the Company’s executive compensation	64,573,620	3,056,685	89,336	3,873,150
Ratification of appointment of PwC as the Company’s independent registered public accounting firm for fiscal year 2026	67,165,746	4,393,443	33,602	—
Vote on a stockholder proposal for an independent Board Chairman, if properly presented during the meeting	26,486,735	40,928,828	304,078	3,873,150

Section 9 — Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.


Exhibit Number						Exhibit Title

104						Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

EXHIBIT INDEX


Exhibit Number						Exhibit Title

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: May 1, 2026	By:	/s/ Ignacio J. Walker
		Name: Ignacio J. Walker
		Title: Senior Vice President and Chief Legal Officer

Source: View Original Filing on SEC EDGAR

FAQ

How many Avery Dennison (AVY) shares were represented at the 2026 annual meeting?

Avery Dennison reported that 71,592,791 shares were represented at its April 30, 2026 annual meeting. This equaled 93.1% of the 76,917,031 shares outstanding and eligible to vote as of the March 2, 2026 record date, confirming a strong quorum.

Were all Avery Dennison (AVY) director nominees elected at the 2026 annual meeting?

Yes, all ten director nominees were elected to one-year terms. Each nominee, including Mitchell Butier, Deon Stander, and others, received more votes “For” than “Against,” with additional broker non-votes reported that did not count against the candidates’ elections.

Did Avery Dennison (AVY) stockholders approve executive compensation in 2026?

Stockholders approved Avery Dennison’s executive compensation on an advisory basis. The vote totaled 64,573,620 shares in favor, 3,056,685 against, and 89,336 abstentions, with 3,873,150 broker non-votes recorded, indicating broad but not unanimous support for the pay program disclosed.

Was the proposal for an independent Board Chairman at Avery Dennison (AVY) approved?

No, the stockholder proposal seeking an independent Board Chairman was not approved. It received 26,486,735 votes “For,” 40,928,828 votes “Against,” and 304,078 abstentions, with 3,873,150 broker non-votes, so the company’s existing Board leadership structure remains unchanged.

Did Avery Dennison (AVY) stockholders ratify PwC as auditor for 2026?

Yes, stockholders ratified the appointment of PwC as Avery Dennison’s independent registered public accounting firm for fiscal year 2026. The ratification received 67,165,746 votes “For,” 4,393,443 “Against,” and 33,602 abstentions, reflecting strong support for continuing the existing audit relationship.

What was the format of Avery Dennison’s (AVY) 2026 annual stockholder meeting?

Avery Dennison held its 2026 Annual Meeting of Stockholders in a virtual-only format on April 30, 2026. Stockholders participated remotely while still being able to vote by proxy or electronically, consistent with the company’s stated arrangement for that meeting.

Filing Exhibits & Attachments

4 documents