Additional Proxy Soliciting Materials (definitive) (defa14a)
April 02 2020 - 4:31PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the
Securities Exchange Act of 1934
Filed
by the Registrant x
Filed
by a Party other than the Registrant o
Check the appropriate box:
o Preliminary
Proxy Statement
o Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o Definitive
Proxy Statement
x Definitive
Additional Materials
o Soliciting
Material Pursuant to § 240.14a-12
AVERY DENNISON CORPORATION
(Name of Registrant as Specified in Its
Charter)
N/A
(Name of Person(s) Filing Proxy Statement,
if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
x
No fee required.
o
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class
of securities to which transaction applies:
(2) Aggregate number of
securities to which transaction applies:
(3) Per unit price or other
underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):
(4) Proposed maximum aggregate
value of transaction:
(5) Total fee paid:
o
Fee paid previously with preliminary materials.
o
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration
Statement No.:
(3) Filing Party:
(4) Date Filed:
THESE SUPPLEMENTAL
PROXY MATERIALS PROVIDE ADDITIONAL INFORMATION IN CONNECTION WITH OUR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON THURSDAY, APRIL
23, 2020.
The following summary
of Reductions in Executive Compensation for 2020 relates to the proxy statement (the “Proxy Statement”) of Avery Dennison
Corporation (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) on March 6, 2020
and subsequently mailed or made available to stockholders in connection with the solicitation of proxies by the Company’s
Board of Directors for use at the Company’s Annual Meeting of Stockholders to be held on Thursday, April 23, 2020. These
supplemental proxy materials are being filed with the SEC on April 2, 2020.
THIS SUPPLEMENTAL FILING
SHOULD BE READ IN CONJUNCTION WITH THE PROXY STATEMENT.
REDUCTIONS IN
EXECUTIVE COMPENSATION FOR 2020
In
light of the increasing anticipated impact of the worsening coronavirus/COVID-19 pandemic globally on market conditions, Chairman,
President and Chief Executive Officer Mitchell Butier has recommended to the Compensation and Executive Personnel Committee (the
“Committee”) of our Board of Directors – and the Committee has determined that it is in the best interests of
our company and its stockholders – that the salary increases for the Company Leadership Team, which includes all executives
(including Mr. Butier and all other currently-serving Named Executive Officers) whose increases were previously approved by the
Committee in February 2020 to become effective on April 1, 2020 be postponed indefinitely.
Given
these market conditions, Mr. Butier and the Committee have determined that it is also in the best interests of our company and
its stockholders for his target annual and long-term incentive opportunities to remain at 2019 levels. As a result, the Committee
approved the following reductions in Mr. Butier’s compensation for 2020:
|
·
|
His target Annual Incentive
Plan opportunity will remain at the previous level of 125% of base salary rather than 140% of base salary as approved by the Committee
in February 2020; and
|
|
·
|
His target long-term incentive
opportunity will remain at the previous level of 475% of base salary rather than 585% of base salary as approved by the Committee
in February 2020.
|
Both target opportunities
will be based on Mr. Butier’s previous base salary of $1,133,000 rather than the now-postponed base salary of $1,200,000.
In connection with these reductions, Mr. Butier has voluntarily agreed to forfeit 5,811 performance units and 6,662 market-leveraged
stock units granted to him on February 27, 2020, with an aggregate grant date fair value of approximately $1.3 million.
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