Business Context and Reporting Period
This Form 8-K Current Report was filed by Avery Dennison Corporation on September 18, 2013. The filing serves to update the description of the company's common stock as registered under the Securities Exchange Act of 1934. The company is incorporated in Delaware and maintains its principal executive offices in Pasadena, California.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report is strictly a corporate governance update regarding the company's capital structure and does not contain financial performance data.
Material Changes
The document states that the updated description of the common stock modifies and supersedes prior filings to the extent of any inconsistency. No material changes to financial operations or business segments are reported in this specific filing.
Capital Structure and Governance Provisions
- Authorized Stock: 400,000,000 shares of common stock (par value $1.00) and 5,000,000 shares of preferred stock (par value $1.00).
- Voting Rights: One vote per share; no cumulative voting rights. Majority vote required for actions if a quorum is present.
- Dividends and Liquidation: Common stockholders are entitled to ratably receive declared dividends and share in remaining assets after debts and preferred stock liquidation preferences are satisfied.
- Anti-Takeover Measures:
- No written consent of stockholders allowed; actions must occur at meetings.
- Stockholders cannot call special meetings.
- Advance notice requirements for stockholder proposals (90-120 days prior to the anniversary of the annual meeting).
- Subject to Delaware General Corporation Law Section 203, restricting business combinations with "interested stockholders" (15%+ ownership) for three years unless specific conditions are met.
- Board may issue "blank check" preferred stock without stockholder approval to deter takeovers.
- Stock Rights Plan: A Rights Agreement adopted in 1997 expired on October 31, 2007. The board has no present intention to renew it but reserves the right to do so.
- Listing and Transfer Agent: Common stock is listed on the New York Stock Exchange; Broadridge Corporate Issuer Solutions, Inc. serves as the transfer agent and registrar.
Outlook and Risks
The filing does not provide guidance, outlook, or management commentary on future financial performance. The primary risk disclosed relates to the potential for anti-takeover provisions to delay, defer, or prevent a change in control of the company.
Investor Verification Checklist
- Verify the current number of outstanding shares versus the 400,000,000 authorized shares.
- Confirm the status of the 5,000,000 authorized preferred shares and whether any have been designated.
- Review the company's most recent 10-K or 10-Q for actual financial performance metrics absent from this filing.
- Check for any recent board resolutions regarding the potential renewal of the expired Rights Agreement.