Avery Dennison Corp 8-K

What Happened

• Avery Dennison Corporation held a virtual-only Annual Meeting of Stockholders on April 30, 2026 and filed the voting results on Form 8-K dated May 1, 2026. A quorum was present with 71,592,791 shares represented (93.1% of the 76,917,031 shares outstanding as of the March 2, 2026 record date). The company’s ten director nominees were elected for one-year terms, the advisory say-on-pay vote was approved, PwC was ratified as the independent registered public accounting firm for fiscal year 2026, and a stockholder proposal to require an independent Board Chair was not approved.

Key Details

• Shares represented at meeting: 71,592,791 (93.1% of 76,917,031 outstanding as of March 2, 2026).
• Directors elected (one-year terms): Bradley Alford; Mitchell Butier; Ward Dickson; David Flitman; Andres Lopez; Maria Fernanda Mejia; Francesca Reverberi; Patrick Siewert; Deon Stander; William Wagner.
• Advisory vote on executive compensation (say-on-pay): 64,573,620 For; 3,056,685 Against; 89,336 Abstain; 3,873,150 Broker non-votes.
• Ratification of PwC as audit firm for FY2026: 67,165,746 For; 4,393,443 Against; 33,602 Abstain.
• Stockholder proposal for an independent Board Chair: 26,486,735 For; 40,928,828 Against; 304,078 Abstain.

Why It Matters

• The vote results confirm board continuity and re-affirm management’s governance and compensation approach (the say-on-pay was approved, though it is advisory and non-binding).
• Ratifying PwC secures the company’s independent auditor for fiscal year 2026.
• The defeated independent-chair proposal indicates that a majority of voting shareholders did not support separating the roles of CEO and board chair at this time.
• High turnout (93.1% of outstanding shares) signals strong shareholder engagement on governance matters.