Avery Dennison Corporation
04/26/2024 | Press release | Distributed by Public on 04/26/2024 10:08
Submission of Matters to a Vote of Security Holders - Form 8-K
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At the Annual Meeting of Stockholders held in a virtual-only format on April 25, 2024(the "Annual Meeting") of Avery Dennison Corporation (the "Company"), stockholders approved a Certificate of Amendment to the Company's Amended and Restated Certificate of Incorporation (the "Charter Amendment") to provide that stockholders holding at least 25% of the Company's outstanding common stock have the right to request that the Company call special meetings of stockholders.
The foregoing description of the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to the Charter Amendment, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
In addition, on April 25, 2024, the Company's Board of Directors (the "Board") amended and restated the Company's bylaws (as so amended and restated, the "Amended and Restated Bylaws"), effective as of that date subject to the filing and effectiveness of the Charter Amendment, to specify the procedures for stockholder-requested special meetings. The Amended and Restated Bylaws provide, among other things, for the following:
•Any stockholder request to call a special meeting must include certain specified information including, but not limited to, (i) a statement of the purpose of the requested special meeting, (ii) documentary evidence that the requesting stockholders own at least 25% of the outstanding shares of common stock of the Company as of the date of the request, and (iii) certain specified information, representations, and agreements required with respect to any director nominations or other business proposed to be presented at the special meeting; and
•A special meeting request would not be valid in certain limited circumstances, including (i) if the special meeting request does not comply with the requirements of the Company's governing documents, (ii) if the special meeting request relates to an item of business that is not a proper subject for stockholder action under applicable law, (iii) if the special meeting request is delivered during the period commencing 90 days prior to the first anniversary of the date of the immediately preceding annual meeting and ending on the date of the next annual meeting; (iv) if an identical or substantially similar item (as determined in good faith by the board of directors, a "Similar Item"), other than the election of directors, was presented at an annual or special meeting held not more than 12 months before the special meeting request is delivered, (v) if a Similar Item was presented at an annual or special meeting held not more than 90 days before the special meeting request is delivered (vi) if a Similar Item is included in the Company's notice of meeting as an item of business to be brought before an annual or special meeting that has been called but not yet held or that is called for a date within 90 days of the receipt by the Company of a special meeting request, or (vii) if the special meeting request was made in a manner that involved a violation of Regulation 14A under the Securities Exchange Act of 1934, as amended, or other applicable law.
The Amended and Restated Bylaws also include certain modernizing and clarifying changes.
The foregoing description of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.2 and incorporated herein by reference.