--- schema_version: "secwatch.filing_event.v1" accession: "0000008818-24-000007" form_type: "8-K" ticker: "AVY" cik: "0000008818" company_name: "Avery Dennison Corp" filed_at: "2024-04-26T23:59:59+00:00" generated_at: "2026-06-03T07:01:40.842232+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.4 calibrated_materiality_score: 0.4 confidence: "high" source: SEC EDGAR --- # Avery Dennison shareholders approve special meeting right for 25% holders; board updates bylaws ## Summary - Stockholders approved Charter Amendment granting holders of ≥25% common stock the right to request special meetings. - Board adopted Amended and Restated Bylaws detailing procedures for stockholder-requested special meetings, effective upon Charter Amendment filing. - Ten directors re-elected to one-year terms; all proposals passed including advisory 'say-on-pay' (65.3M for vs 4.4M against) and ratification of PwC (68.4M for). - Approximately 91% of outstanding shares (73.6M of 80.5M) were represented at the virtual annual meeting. ## SEC filing metadata - accession: 0000008818-24-000007 - form_type: 8-K - ticker: AVY - cik: 0000008818 - company_name: Avery Dennison Corp - filed_at: 2024-04-26T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.4 - calibrated_materiality_score: 0.4 - confidence: high - sec_items: 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/8818/000000881824000007/0000008818-24-000007-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/8818/000000881824000007/avy-20240425.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000008818-24-000007 - JSON: https://secwatch.observer/filing/0000008818-24-000007.json - Plain text: https://secwatch.observer/filing/0000008818-24-000007.txt ## Key facts - Governance Changes Avery Dennison Corp: Certificate of Amendment approved to allow stockholders holding at least 25% of outstanding common stock to request special meetings (effective 2024-04-25). - Change: charter amendment - Effective: 2024-04-25 source text: stockholders approved a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Charter Amendment”) to provide that stockholders holding at least 25% of the Company’s outstanding common stock have the right to request that the Company call special meetings of stockholders. evidence_url: https://www.sec.gov/Archives/edgar/data/8818/000000881824000007/0000008818-24-000007-index.htm - Governance Changes Avery Dennison Corp: Amended and restated bylaws to specify procedures for stockholder-requested special meetings and include modernizing/clarifying changes (effective 2024-04-25). - Change: bylaw amendment - Effective: 2024-04-25 source text: on April 25, 2024, the Company’s Board of Directors (the “Board”) amended and restated the Company’s bylaws (as so amended and restated, the “Amended and Restated Bylaws”), effective as of that date subject to the filing and effectiveness of the Charter Amendment, to specify the procedures for stockholder-requested special meetings. evidence_url: https://www.sec.gov/Archives/edgar/data/8818/000000881824000007/0000008818-24-000007-index.htm - Shareholder Votes Avery Dennison Corp shareholders approved Approval of a Certificate of Amendment to the Company's Amended and Restated Certificate of Incorporation to provide that stockholders holding at least 25% of the Company's outstanding common stock have the right to request that the Company call special meetings of stockholders at the 2024-04-25 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2024-04-25 source text: Approval of a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation to provide that stockholders holding at least 25% of the Company’s outstanding common stock have the right to request that the Company call special meetings of stockholders 69,505,639 244,707 124,291 3,732,431 evidence_url: https://www.sec.gov/Archives/edgar/data/8818/000000881824000007/0000008818-24-000007-index.htm - Shareholder Votes Avery Dennison Corp shareholders approved Election of Directors at the 2024-04-25 meeting. - Proposal: director election - Outcome: passed - Meeting: 2024-04-25 source text: Director Nominee For Against Abstain Broker Non-Votes Bradley Alford 66,366,793 3,428,737 79,107 3,732,431 Mitchell Butier 67,646,009 2,166,688 61,940 3,732,431 Ken Hicks 66,798,569 2,997,240 78,828 3,732,431 Andres Lopez 68,707,277 1,091,836 75,524 3,732,431 Maria Fernanda Mejia 69,746,701 53,424 74,512 3,732,431 Francesca Reverberi 69,355,735 418,534 100,368 3,732,431 Patrick Siewert 64,366,938 4,592,654 915,045 3,732,431 Deon Stander 68,632,413 1,190,854 51,370 3,732,431 Martha Sullivan 67,835,162 1,962,709 76,766 3,732,431 William Wagner 68,152,621 1,621,919 100,097 3,732,431 evidence_url: https://www.sec.gov/Archives/edgar/data/8818/000000881824000007/0000008818-24-000007-index.htm - Shareholder Votes Avery Dennison Corp shareholders approved Approval, on an advisory basis, of the Company's executive compensation at the 2024-04-25 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2024-04-25 source text: Approval, on an advisory basis, of the Company’s executive compensation 65,306,391 4,409,914 158,332 3,732,431 evidence_url: https://www.sec.gov/Archives/edgar/data/8818/000000881824000007/0000008818-24-000007-index.htm - Shareholder Votes Avery Dennison Corp shareholders approved Ratification of appointment of PwC as the Company's independent registered public accounting firm for fiscal year 2024 at the 2024-04-25 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2024-04-25 source text: Ratification of appointment of PwC as the Company’s independent registered public accounting firm for fiscal year 2024 68,412,297 4,397,134 797,637 evidence_url: https://www.sec.gov/Archives/edgar/data/8818/000000881824000007/0000008818-24-000007-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.