Business Context and Reporting Period
This Form 8-K Current Report was filed by Avery Dennison Corporation on April 28, 2016. The filing discloses corporate governance actions taken on this date, specifically regarding executive compensation adjustments and the results of the Annual Meeting of Stockholders.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics. It focuses exclusively on governance and personnel matters.
Material Changes and Corporate Actions
Executive Compensation Adjustment
The Compensation and Executive Personnel Committee approved a localization package for Georges Gravanis, President of the Materials Group, effective July 1, 2016, as he transitions from an expatriate assignment in Hong Kong to Europe. Key terms include:
- Base Salary: €510,000 annually.
- Annual Incentive Plan: Target of 75% of base salary.
- Long-Term Incentive: Target of 180% of base salary.
- Additional Benefits: Up to $15,000 for financial counseling, €1,648 monthly automobile allowance, up to €25,000 for dependent tuition (two years), tax preparation reimbursement, and a $25,000 relocation allowance.
- Severance Eligibility: Eligible for executive and key employee change of control severance plans effective July 1, 2016.
Annual Meeting of Stockholders Results
The Annual Meeting was held on April 28, 2016. Approximately 89% of outstanding shares (79,779,538 shares) were represented, constituting a quorum. Stockholders approved the following:
- Director Elections: All ten nominees were elected to the Board of Directors.
- Executive Compensation: Approved on an advisory basis (70,587,942 votes For vs. 2,847,487 Against).
- Auditor Ratification: Ratified the appointment of PricewaterhouseCoopers LLP for fiscal year 2016 (77,500,784 votes For vs. 2,175,871 Against).
Guidance, Outlook, and Risks
The filing does not contain financial guidance, outlook, or management commentary regarding future performance. No specific risks or contingencies were disclosed in this report other than standard governance disclosures.
Investor Verification Checklist
- Verify the effective date of the new compensation package for Georges Gravanis (July 1, 2016).
- Review the 2016 Proxy Statement for details on the executive severance and change of control plans referenced in the filing.
- Confirm the final voting percentages for director nominees, noting that while all were elected, some received significant "Against" votes (e.g., Dean A. Scarborough received 1,834,331 votes Against).
- Check subsequent filings for any financial impact of the executive localization package on the company's compensation expense.