DEF: Avery Dennison Sets Date for 2025 Annual Meeting, Outlines Director Nominees and Executive Compensation

Avery Dennison Corporation announces its 2025 Annual Meeting of Stockholders to be held virtually on April 24, 2025, detailing proposals including director elections, executive compensation, and auditor ratification.

Summary

• Avery Dennison Corporation will hold its Annual Meeting of Stockholders virtually on April 24, 2025.
• Stockholders of record as of February 24, 2025, are entitled to vote.
• The meeting will address the election of nine directors, an advisory vote on executive compensation, ratification of PwC as the independent accounting firm, and a stockholder proposal regarding golden parachutes.
• The Board recommends voting FOR the director nominees and Proposals 2 and 3, and AGAINST Proposal 4.
• The proxy statement highlights the company's business fundamentals, strategy, and performance, including a focus on high-value categories, base business growth, and digital integration.
• Key 2024 financial results include net sales of $8.8 billion, reported EPS of $8.73, and net cash from operating activities of $938.8 million.
• The company is progressing towards its 2025 and 2030 sustainability goals, with achievements in GHG emissions reduction and sustainable product development.
• Executive compensation is designed to align with performance, with a significant portion of pay at risk based on company financial goals and stockholder value creation.
• The Board oversees risk management, including cybersecurity, and emphasizes director education and succession planning.
• Stockholder engagement is a priority, with regular communication and feedback incorporated into governance and compensation decisions.

Sentiment

Score: 8

Explanation: The document presents a positive outlook with strong financial results, progress on sustainability goals, and a clear strategic direction. While acknowledging some challenges, the overall tone is optimistic and confident.

Positives

• Strong financial performance in 2024, with increased net sales and adjusted EPS.
• Significant progress towards achieving 2025 sustainability goals.
• Commitment to innovation and growth in high-value product categories.
• Disciplined capital allocation, including investments in organic growth and returns to stockholders.
• Robust corporate governance practices, including director independence and stock ownership policies.
• Active stockholder engagement and responsiveness to investor feedback.
• The company has largely delivered its 2025 goals and laying the foundation toward achieving our more ambitious 2030 goals, as well as increasing transparency in our sustainability reporting.

Negatives

• One-year TSR in 2024 was lower than the TSR of the Dow Jones U.S. Container & Packaging Index, the S&P 500 Industrials Index and the S&P 500 Index.
• The company did not achieve the threshold level of performance for the company cumulative EVA for the 2022-2024 performance period.

Risks

• Increasing macroeconomic and geopolitical uncertainty.
• Potential slower market growth trends in the Materials base business.
• Changing role of emerging markets in an increasingly de-globalized world.
• Cybersecurity threats and the need for robust risk management.

Future Outlook

The company's financial targets through 2028 focus on continuing to deliver strong value creation using the long-term financial framework announced in September 2024, which reflects the objective to deliver GDP+ growth, margin expansion, and top-quartile returns on capital.

Management Comments

• Our vision is to leverage the strengths of our Materials and Solutions businesses to lead at the intersection of the physical and digital, and we are uniquely positioned to help the industries we serve address some of the most complex industry challenges.
• We are committed to the success of all our stakeholders our customers, investors, employees and communities for whom the fundamentals of our business, competitive advantages, financial performance and sustainability progress have delivered strong long-term value.

Industry Context

Avery Dennison is positioning itself to lead in the convergence of physical and digital solutions, addressing key industry challenges related to digitization, sustainability, and personalization. The company's focus on high-value categories and strategic acquisitions reflects a broader trend in the materials science and digital identification industries to drive growth and differentiation.

Comparison to Industry Standards

• The company benchmarks its executive compensation against Fortune 350-500 companies.
• The company compares its TSR performance against the Dow Jones U.S. Container & Packaging Index, the S&P 500 Industrials Index and the S&P 500 Index.
• The company's three-year average burn rate of 0.45% is between the 25th and 50th percentiles of S&P 500 companies.
• The company's sustainability data is indexed to the Sustainability Accounting Standards Board (SASB) framework, noting where those disclosures align with the Global Reporting Initiative (GRI) framework, to facilitate comparability with other companies.

Management Changes

Corporate Governance

Stakeholder Impact

• The company is committed to the success of all its stakeholders, including customers, investors, employees, and communities.
• The company strives to advance the environmental sustainability of its company and value chain by delivering innovations that advance the circular economy, reducing the environmental impact of our operations, and offering more sustainable value-creation solutions for our customers.
• The company seeks to make a positive social impact by building an engaged and empowered workforce, enhancing our workplace culture, maintaining operations that promote health and safety, and supporting our communities.

Next Steps

• The company will continue to focus on accelerating growth in high-value product categories.
• The company will continue to drive profitable growth in its base businesses.
• The company will continue to optimize its cost structure to maintain its competitive advantage and accelerate innovation to drive growth and cost leadership.
• The company will further enhance collaboration within our company and with the wider ecosystem in critical growth areas and innovation.
• The company will deploy capital strategically to strengthen our portfolio and generate strong returns.

Key Dates