AVERY DENNISON CORP (AVY)
Sector: Materials
2026 Annual Meeting Analysis
AVERY DENNISON CORP · Meeting: April 30, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
AVY's 3-year TSR of +7% outperforms the compensation peer group median of -3.8% by +10.8pp, well below the 35pp trigger threshold; Alford has relevant consumer goods and packaging experience; attendance was 100%; serves on two other public company boards (Lamb Weston and Perrigo), which is within the three-board limit for non-executive directors.
No TSR trigger applies given AVY outperforms its peer group median by +10.8pp over three years; Butier transitioned to non-executive Chairman in April 2025 and holds no outside public company board seats, so overboarding is not a concern; his deep institutional knowledge of the company is a positive qualitative factor.
Dickson joined in June 2024 — less than 24 months ago — making him exempt from the TSR performance trigger under policy; he brings strong CFO and packaging industry credentials directly relevant to AVY's business.
Flitman joined in July 2025, well within the 24-month new-director exemption from the TSR trigger; as a sitting CEO of US Foods he holds one outside board seat (AVY), which is within the policy limit of two for sitting CEOs; his supply chain and distribution expertise is relevant.
No TSR trigger applies; Lopez has packaging and sustainability expertise from his tenure as CEO of O-I Glass; attendance was 100%; holds no other current public company board seats.
Mejia joined in February 2024 — less than 24 months ago — placing her within the new-director exemption from the TSR trigger; her consumer goods and international marketing background is directly relevant to AVY's Solutions Group.
Reverberi joined in February 2023, just over 24 months ago; the TSR trigger does not apply given AVY's peer-relative outperformance of +10.8pp; her materials science and sustainability expertise is highly relevant to AVY.
No TSR trigger applies given positive peer-relative outperformance; Siewert serves on one other public company board (Mondelēz), well within limits; his Lead Independent Director role and long Asia Pacific experience are valuable given AVY's regional exposure; attendance was 100%.
As CEO and director since September 2023 (just over 24 months), the TSR trigger is evaluated but does not apply since AVY's 3-year peer-relative performance is +10.8pp above the peer group median, well below the 35pp threshold; Stander holds no outside board seats.
No TSR trigger applies; Wagner joined in October 2022 and AVY outperforms its peer group median over the relevant period; as a sitting CEO (Semrush) he holds one outside board seat (AVY), within the two-seat policy limit; his cybersecurity and digital expertise is directly relevant.
All ten director nominees receive a FOR recommendation. AVY's 3-year total shareholder return of +7% outperforms the compensation peer group median of -3.8% by approximately +10.8 percentage points, well below the 35-point threshold that would trigger a concern vote. Three recently appointed directors (Dickson, Flitman, Mejia) fall within the 24-month new-director exemption. No overboarding, attendance, independence, or familial relationship concerns were identified across the slate.
Say on Pay
✓ FORCEO
Deon M. Stander
Total Comp
$9,538,375
Prior Support
N/A
The CEO's total reported compensation of approximately $9.5 million is within a reasonable range for a CEO of a $13 billion specialty materials and packaging company. The pay structure is strongly performance-oriented: 89% of the CEO's target pay is variable and at-risk, with long-term equity awards tied to multi-year economic value and total shareholder return metrics — well above the 50-60% performance-based threshold required by policy. The company has a meaningful clawback policy covering both accounting restatements and fraud or misconduct, and the pay-for-performance alignment is supported by AVY's positive peer-relative total shareholder return over the past three years.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
PwC is a Big 4 firm appropriate for a company of AVY's size and complexity. The proxy filing text provided does not include a fee table with specific audit and non-audit fee figures, so the non-audit fee ratio cannot be calculated; however, no fee data was provided that would trigger a concern. Auditor tenure is not explicitly disclosed in the provided filing text, so the tenure trigger cannot be confirmed — per policy, the absence of disclosed tenure data defaults to a FOR vote. No material financial restatements were disclosed.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 4
Stockholder Proposal for an Independent Board Chairman
The proposal is filed by John Chevedden, a well-known and credible individual governance activist with a long track record of submitting legitimate governance improvement proposals — this type of filer is taken seriously under policy. The ask — requiring the board chair to be an independent director — is a mainstream governance improvement that directly addresses a real structural concern: AVY currently has a non-independent Chairman (former CEO Mitch Butier) paired with a Lead Independent Director, which is a weaker structure than a fully independent chair. Although AVY has a robust Lead Independent Director role and the board's prior TSR performance does not raise alarm bells, the concentration of influence in a non-independent chair who previously served as CEO for seven years is a legitimate governance concern that an independent chair would resolve, and shareholders who value strong independent oversight have a reasonable basis to support this proposal.
Overall Assessment
AVY's 2026 proxy presents a clean ballot with no major governance red flags: the company's stock has modestly outperformed its disclosed compensation peer group over three years, the CEO pay program is heavily performance-oriented with a strong clawback policy, and PwC is an appropriate Big 4 auditor. The one area of divergence from the board's recommendations is the independent chair proposal, where the credible filer and the company's current non-independent chairman structure support a FOR vote despite the board's opposition.
Compensation Peer Group
28 companies disclosed in 2026 proxy filing