Avery Dennison (AVY) Proxy Filing summary

Executive summary

• Annual meeting scheduled for April 30, 2026, with virtual participation and voting options online, by phone, mail, or during the meeting for eligible holders.

• Four proposals up for vote: election of ten directors, advisory approval of executive compensation, ratification of PwC as auditor, and a shareholder proposal for an independent Board Chairman.

• Board recommends voting for all director nominees, for executive compensation and auditor ratification, and against the independent Chairman proposal.

• Company delivered $8.9B in net sales for 2025, with 1.1% sales growth and $688M net income, maintaining strong margins despite macroeconomic headwinds.

• Five-year TSR of 27% outperformed the Dow Jones U.S. Container & Packaging Index.

Voting matters and shareholder proposals

• Proposal 1: Election of ten directors for a one-year term.

• Proposal 2: Advisory vote to approve executive compensation (say-on-pay).

• Proposal 3: Ratification of PwC as independent registered public accounting firm for 2026.

• Proposal 4: Shareholder proposal for an independent Board Chairman; Board recommends voting against.

Board of directors and corporate governance

• Board consists of ten members, 80% independent, with a mix of industry, functional, and demographic backgrounds.

• Recent refreshment: three new independent directors appointed in the last two years.

• Mandatory retirement age raised from 72 to 75.

• Standalone Cybersecurity Committee formed in January 2026.

• Board leadership structure includes a non-independent Chairman and a robust Lead Independent Director role.

• Annual Board and committee evaluations, regular succession planning, and strong stockholder rights (proxy access, no poison pill, annual elections).