Business Context and Reporting Period
This Form 8-K Current Report was filed by Amcor Plc on May 10, 2019. The filing addresses corporate governance changes in connection with the upcoming closing of a transaction involving Amcor plc, Amcor Limited, Arctic Corp., and Bemis Company Inc., as outlined in a Transaction Agreement dated August 6, 2018.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on personnel and board composition changes.
Material Changes
Appointment of Executive Officers
Effective May 10, 2019, the following individuals were appointed as executive officers:
- Ronald Delia: Chief Executive Officer
- Michael Casamento: Executive Vice President, Finance and Chief Financial Officer
- Peter Konieczny: President, Amcor Flexibles Europe, Middle East and Africa
- Eric Roegner: President, Amcor Rigid Plastics
- Fred Stephan: President, Amcor Flexibles North America (Effective upon Closing)
- Ian Wilson: Executive Vice President
Board of Directors Changes
Resignations: Ian Wilson and Andrew Cowper resigned as Directors, effective May 10, 2019.
Appointments: The following individuals were appointed to the Board of Directors in connection with the Transaction:
- Graeme Liebelt
- Dr. Armin Meyer
- Ronald Delia
- Paul Brasher
- Eva Cheng
- Karen Guerra
- Nicholas (Tom) Long
- Jeremy Sutcliffe
Designated Directors: Arun Nayar, David T. Szczupak, and Philip G. Weaver are to be designated by Bemis prior to closing, with appointments effective upon Closing.
Committee Composition
Effective upon Closing, the board committees will be constituted as follows:
| Committee | Members |
|---|---|
| Audit Committee | Paul Brasher (Chair), Arun Nayar, David Szczupak |
| Compensation Committee | Dr. Armin Meyer (Chair), Nicholas (Tom) Long, Philip Weaver |
| Nominating and Corporate Governance Committee | Graeme Liebelt (Chair), Karen Guerra, Nicholas (Tom) Long |
Guidance, Outlook, and Risks
The filing does not contain financial guidance, outlook, or management commentary regarding operational performance. The primary contingency noted is the effectiveness of certain appointments (specifically Fred Stephan and the Bemis-designated directors) which are contingent upon the "Closing" of the Transaction.
Investor Verification Checklist
- Verify the status of the Transaction Agreement closing date and conditions.
- Review the Form S-4 (filed March 12, 2019) for detailed biographical information on the new directors and executive officers.
- Confirm the final composition of the Board of Directors once the Closing occurs.
- Monitor subsequent filings for the integration of Bemis Company Inc. into Amcor's operations.