AMCR DEF 14A Report ended Sept. 24, 2024
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )
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Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14A-6(E)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check all boxes that apply):
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No fee required.
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Fee paid previously with preliminary materials.
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Dear Amcor
Shareho
ld
er
s
September
24
,
2024
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As we reflect on our 2024 fiscal year, we begin by thanking Amcor’s people around the world for their
continued dedication and focus. With geopolitical uncertainties, significant destocking through the
supply chain, and rapidly rising inflation early in the year, our operating environment has been
anything but stable. In response, we stayed close to our stakeholders across the business, which
allowed us to adapt as we navigated variable market conditions and finish the year with strong
earnings momentum.
We are committed to delivering long-term shareholder value and we increased our compelling
dividend once again in fiscal 2024. Additionally, since 2020 we have repurchased approximately 11%
of Amcor’s outstanding shares while maintaining our investment grade balance sheet. Importantly,
we expect solid adjusted earnings growth in fiscal 2025, and combined with our historical average
dividend yield, Amcor is well positioned to deliver total annual value in line with our 10% to 15%
shareholder value creation model range.
Our
People
are critical to Amcor’s continued success and safety is our number one core value. We
have built a talented and resilient workforce by investing in health and safety, training, technology,
and leadership development. We are proud to report another year of strong progress towards our
ultimate objective of zero injuries, with a 12% reduction in injuries and more than 70% of our sites
remaining injury free for 12 months or more. Listening to constructive feedback from our people is
another important element of our success. More than 90% of our global workforce participated in our
fiscal 2024 engagement survey, providing valuable insights into what we are doing well and where we
have opportunities to improve.
At Amcor we have a strong sense of
Purpose
. We promote, protect, and preserve our customers'
products through innovative and highly differentiated packaging solutions that are better for the
environment than other alternatives. Our product design and greenhouse gas reduction initiatives are
clear examples of how our actions align with broader societal and environmental goals and our
customers’ needs. Using a range of substrates, we are focused on contributing to the creation of a
truly circular economy for our industry, while also offering differentiated solutions to facilitate growth
for our customers as they seek to transform the sustainability profile of their packaging portfolios. In
May 2024, we opened our fourth world class Innovation Center in Belgium, bringing together the
brightest minds in packaging design and material science with state-of-the-art technology to offer our
customers a complete brand solution, from concept to commercial launch.
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Graeme Liebelt
Chairman
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Peter Konieczny
Chief Executive
Officer
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By integrating sustainable practices into every aspect of our operations, we are ensuring our products
contribute to a more sustainable future and we are focused on developing solutions that have a lower
carbon footprint and support a circular economy for packaging. Currently, almost all of our Rigid
Packaging and cartons portfolios are recyclable, compostable or reusable, and in Flexible Packaging,
approximately 90% of our portfolio is recyclable or has a recycle-ready alternative. We also continue
to increase the use of recycled material in our packaging solutions and we are confident in achieving
our goal of 30% recycled content usage across our product portfolio by 2030.
Amcor demonstrated significant resilience though a challenging 2023 calendar year and made
substantial
Progress
through fiscal 2024, delivering a year of strong margin expansion with earnings
momentum building through the year. Our disciplined focus on managing costs resulted in annualized
cost savings of more than $440 million, helping mitigate the impact of inflation and variable customer
and consumer demand. We are encouraged by a return to volume growth in the fourth quarter of
fiscal 2024 after a period of soft customer demand. To help ensure we maintain momentum and
position Amcor for sustained success, we continue to strategically invest in our business, both
organically and through acquisitions. In fiscal 2024 this included investments in the rapidly growing
India market and installation of new, state-of-the art equipment to serve the fast-growing, high-value
dairy category in North America, both of which position us to capture new opportunities for
sustainable growth.
Our journey this year reflects a resolute dedication to and focus on our
People
, our
Purpose
, and our
Progress
. We have faced challenges head-on, made significant efficiency and productivity
improvements, returned $750 million of cash to our shareholders, invested in growth, and maintained
our industry leading focus on innovation and sustainability. We are confident that our ongoing efforts
will drive future success and deliver continued value to our shareholders.
Thank you for your continued trust and support in Amcor.
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Notice
of
A
nnual Meeting
of Shareholders
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When:
November 6,
2024
at 4:00 P.M. EST,
9:00 P.M. GMT and
8:00 A.M. (Nov. 7)
AEDT.
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Items of Business:
3 Proposals are
listed below.
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Who Can Vote:
Shareholders of
Amcor ’s common
stock and CHESS
depositary interests
via CHESS
Depositary
Nominees Pty
Limited at the close
of business on
September 11,
2024
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Where:
JW Marriott
Grosvenor House
London, 86-90
Park Ln, London
W1K 7TN.
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Date of Mailing:
The date of mailing
of this Proxy
Statement is on or
about September
24,
2024
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Items of Business
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Record Date
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1.
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To elect ten Directors for a term of one year;
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Only shareholders of record at the close of business on
September 11,
2024
, will be entitled to receive notice of and
to vote at the meeting. Most shareholders have a choice of
voting over the internet, by telephone or by using a traditional
proxy card or voting instruction form. Please refer to the
attached proxy materials or the information forwarded to you
by your bank, broker or other holder of record to see voting
methods available to you. Please note that an appointed
proxy need not also be a shareholder.
Important Notice Regarding the Availability of
Proxy Materials for the Annual Meeting to be held
on November 6,
2024
:
The Proxy Statement,
2024
Annual Report and
2024
Form
10-K are available on our website at www.amcor.com/
investors.
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2.
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To ratify the appointment of PricewaterhouseCoopers
AG as our independent registered public accounting
firm for fiscal year
2025
;
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3.
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To cast a non-binding, advisory vote on the Company’s
executive compensation (“Say-on-Pay Vote”); and
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4.
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To transact such other business as may properly come
before the meeting.
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Your vote is important to us. Please execute your proxy
promptly.
September 24,
2024
By Order of the Board of Directors
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You can vote by any of the following methods:
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By internet
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By telephone
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By mailing your
proxy card
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Damien Clayton,
Secretary
83 Tower Road North
W
armley, Bristol BS30 8XP
United
Kingd
om
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4
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Amcor plc | 2024 Proxy Statement
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Proxy Statement Summar
y
Our proxy statement contains information about the matters that will be voted on at our Annual General Meeting of
Shareholders (the “Annual Meeting”) as well as other helpful information about Amcor plc (the “Company”). Below is an
executive summary that highlights certain information contained elsewhere in our proxy statement. We encourage you to read
the entire proxy statement carefully before voting.
Matters to Be Voted on at the
2024
Annual
Meeting
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Proposal
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Board
Recommendation
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For More
Detail,
See Page:
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1.
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Election of Directors
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FOR
each Nominee
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2.
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Ratification of PricewaterhouseCoopers AG as our independent registered public
accounting firm for fiscal year
2025
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FOR
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3.
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Non-binding advisory vote to approve the Company’s executive compensation
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FOR
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Amcor plc
Amcor plc is a holding company incorporated under the laws of the Bailiwick of Jersey in July 2018. Amcor is a global leader in
developing and producing responsible packaging solutions for food, beverage, pharmaceutical, medical, home and personal-
care, and other products. Amcor works with leading companies around the world to protect products, differentiate brands, and
improve supply chains through a range of flexible and rigid packaging, specialty cartons, closures and services.
Business Highlights
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Fiscal 2024 has marked Amcor’s safest year on record
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Strong finish to fiscal
2024
, with earnings and volume growth building momentum through the second half of fiscal
2024
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Continued focus on proactive price, cost and structural actions to align business with market conditions
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Strategy and capital allocation priorities remain unchanged with ongoing investment in faster growing, higher value
markets and $750 million in cash returned to shareholders through share repurchases and increased annual
dividends
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Confident in the Company’s ability to deliver compelling shareholder returns over time
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Amcor has achieved its highest engagement survey results, with improvements across all metrics: participation,
engagement, behavior, and values
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Amcor plc | 2024 Proxy Statement
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5
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Nominees for Directors
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Director
Since
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Committee Memberships
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Name
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Age
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Primary Occupation
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Independent
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A
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NG
(1)
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C
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E
(2)
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ST
(1)
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Graeme Liebelt
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70
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2012
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Former Managing Director & CEO, Orica
Limited
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Peter
Konieczny
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59
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Nominee
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CEO, Amcor plc
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Achal Agarwal
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65
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2021
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Former Chief Strategy & Transformation
Officer, Kimberly-Clark Corporation
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Andrea Bertone
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63
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2019
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Former President, Duke Energy
International LLC
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Susan Carter
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65
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2021
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Former SVP & CFO, Ingersoll-Rand Plc
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Graham
Chipchase CBE
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61
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Nominee
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CEO, Brambles Ltd
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Lucrèce
Foufopoulos-De
Ridder
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57
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2023
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Former Executive Vice President, Borealis
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Nicholas T.
Long (Tom)
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65
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2017
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Former CEO, MillerCoors, LLC
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Arun Nayar
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73
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2019
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Former EVP & CFO, Tyco International
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David Szczupak
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69
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2019
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Former EVP, Whirlpool
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Chairman of the Board
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Committee Chair
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A
: Audit Committee
NG
: Nominating and Corporate Governance Committee
C
: Compensation Committee
E
: Executive Committee
ST
: Special Transition Committee
(1)
Karen Guerra, a Director, member of the Special Transition Committee and Chair of the Nominating and Corporate Governance
Committee, will retire from the Board at the Annual Meeting. Effective as of the Annual Meeting, the Board has appointed David
Szczupak to replace Karen Guerra as Chair of the Nominating and Corporate Governance Committee.
(2)
The Board has appointed Peter Konieczny as a member of the Executive Co
mm
ittee, effective upon Peter Konieczny’s election to the
Board.
Racially or
Ethnically Diverse
Geographic
Diversity
Female
United
States
Australia
Europe
Asia
Male
Gender & Ethnic
Diversity
Female
60%
Diverse
Racially or
Ethnically
Diverse
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6
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Amcor plc | 2024 Proxy Statement
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Tenure
4.1 years
Average Tenure
Less than
3
years
3-10
years
More than
10
years
Age
64.7 years
Average Age
45-57
years
58-65
years
66
years
or older
Skills and Experience
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Executive Leadership
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Manufacturing and Operations
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Innovation and Technology
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||||||||
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llllllllll
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10
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llllllll
ll
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8
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lllll
lllll
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5
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International Business Experience
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Strategy and M&A
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Professional Services
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llllllllll
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10
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lllllllll
l
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9
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lllll
lllll
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5
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Fast Moving Consumer Goods
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IT/Cybersecurity
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Sustainability
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lllll
lllll
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5
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lllllll
lll
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7
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llllllll
ll
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8
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Corporate
Governance
Highlights
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All Director nominees, other than the Chief Executive Officer (“CEO”), are independent
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Independent Chairman of the Board
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Regular executive sessions of independent Directors
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Annual election of all Directors
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Proactive shareholder engagement program
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Single class of shares
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No shareholder rights plan (poison pill)
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Shareholder right to call special meeting
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Stock ownership requirements for Directors and Executive Officers
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Active Board and Audit Committee oversight of risk management
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Active Board and Audit Committee oversight of cybersecurity
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Full Board engagement and active oversight of sustainability with strategic focus
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Annual Comprehensive Board and committee evaluations
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Ongoing Board refreshment with an emphasis on diversity
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Mandatory Director retirement at age 75
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No Directors are overboarded pursuant to Amcor’s policy
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All share capital is composed of voting shares; Amcor does not have any non-voting shares
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Amcor plc | 2024 Proxy Statement
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7
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Executive Compensation Highlights
Our executive compensation framework plays a key role in aligning compensation to business strategy and outcomes that
deliver value to shareholders. The key highlights for fiscal year 2024 are as follows:
•
A reduction in safety recordable cases by 12%, with more than 70% of sites being injury free for more than 12 months; net
sales of $13,640 million; GAAP net income of $730 million; adjusted earnings per share (“EPS”)
(1)
of 70.2 cps; adjusted
earnings before interest and taxes (“EBIT”)
(1)
of $1,560 million; and adjusted free cash flow
(1)
of $952 million (up >$100
million or 12% on last year).
•
The above results are appropriately reflected incentive outcomes for fiscal year
2024
, reinforcing that our variable
compensation programs (which are 100% performance-based and at risk) have a strong alignment to our strategic
priorities and the interests of shareholders.
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WHAT WE DO
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Variable incentives are 100% performance-based
and 100% at-risk. This means performance
conditions apply to short term incentives and all
equity-based incentives (restricted share units,
performance shares, and share options)
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To ensure alignment with shareholders, Amcor’s
Shareholder Value Creation Model (described
further in the “Executive Compensation Discussion
and Analysis” section) is the basis for the
performance conditions used for incentives
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For the LTI to vest in full, it requires adjusted EPS
to grow by 10% per annum, Return on Average
Funds Employed (“RoAFE”)
(1)
to be 12% or more,
and upper quartile relative total shareholder return
performance
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Stock ownership requirements for Executive
Officers and Directors
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Clawback policy applicable to cash and equity
awards in event of fraud, dishonesty, breach of
obligations and certain restatements
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Actively engage with our shareholders
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WHAT WE DON’T DO
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No multi-year employment agreements or excessive
executive severance
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No repricing of options without shareholder approval
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No excise tax reimbursement for payments made in
connection with a change in control
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No hedging or pledging of equity awards
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No payment of dividends on unearned performance-
based awards or restricted stock units
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No evergreen provision in our 2019 Omnibus
Management Share Plan
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No automatic or guaranteed annual base salary
increases
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No enhanced severance provisions in connection with
a change in control or single trigger equity acceleration
for executive officers
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(1)
Adjusted
EBIT, Adjusted EPS, Adjusted Free Cash Flow and RoAFE are non-GAAP financial measures defined by the Company as set
forth in the “Definitions of Non-GAAP Financial Measures” section of this proxy statement.
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8
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Amcor plc | 2024 Proxy Statement
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Sustainability
Sustainability at Amcor
We are excited about the progress we made in fiscal year
2024
to accelerate momentum around responsible packaging and
keeping Amcor’s products in the economy and out of the environment at the end of their use. This progress has been achieved
through innovation for packaging design, collaboration for waste management infrastructure and education for greater
consumer participation. At the same time, we continued driving progress in sustainability in other areas within Amcor’s
operations and across our value chain.
Our expertise in developing more responsible packaging across a range of materials, combined with our ambitious
sustainability goals and global presence, makes us the partner of choice for market-leading brands and is a key opportunity
that fuels our continued growth.
The following are some highlights of our fiscal year
2024
achievements:
•
We received recognition for our leadership as we expanded our more sustainable packaging platforms to new applications
and markets. For example, Amcor was the proud recipient of eight Flexible Packaging Achievement Awards for innovative
and sustainability contributions to the industry, including a Gold Award for Sustainability for McCoy™ Dunnage Free IBC
Liners for bulk aseptic products and Silver Awards for Sustainability for our Tyson Foods Foam Tray Replacement and
HealthCare™ AmSky™ Blister System. In another example, our groundbreaking packaging solution AmPrima™, which is
designed to be recycled in existing recycling streams with no compromise on performance, helped Amcor Flexibles win
the Manufacturing and Consumer Goods category of the Australian Financial Review Sustainability Leaders List for 2024.
•
We collaborated with consumer brands to bring innovative new solutions to market, such as Amcor’s partnership with an
iconic chocolate brand to transition to 50% food-grade recycled packaging in Australia. We partnered with a cosmetics,
skin care and personal care pioneer in China to launch AmPrima™ Plus refill pouches for its line of shower gels – the first
refill pouch with recycle-ready material. In North America, we launched our curbside-recyclable AmFiber™ Performance
Paper packaging, part of our AmFiber™ portfolio. Amcor Rigid Packaging launched the first-ever one-liter carbonated soft
drink stock bottle made from 100% post-consumer recycled (PCR) material, ensuring brands will benefit from increased
speed to market while addressing the increased consumer demand and legislative requirements for PCR content. Amcor
Capsules was proud to announce the introduction of more than 90% recycled tin into its premium tin capsules and
sparkling foils product range, incorporating an unprecedented level of recycled content sourced from Europe.
•
In addition to our annual R&D spend of approximately $100 million supporting our innovations, we continued investing in
partnerships to build capacity and drive demand for recycled materials – a crucial step in closing the loop to create a
circular economy for packaging. In fiscal year 2024, we achieved our goal of using 10% post-consumer recycled resins in
our product portfolio, one year ahead of our 2025 target.
•
We developed new partnerships with recyclers and suppliers of recycled materials to ensure strong supply pipelines
across our global markets. For example, we entered into a Memorandum of Understanding (MoU) with a leading
polyethylene producer in Canada for the purchase of mechanically recycled polyethylene resin for use in flexible
packaging films. We also signed a MoU with a leading petrochemical company based in South Korea to source advanced
recycled material primarily in the Asia Pacific region beginning in 2025, enabling Amcor to provide access to packaging
solutions using recycled content for food and healthcare customers in key markets in Asia Pacific. Combined, we believe
that these partnerships will help Amcor take another important step toward achieving our target of 30% recycled content
across our portfolio by 2030.
Sustainability informs every aspect of Amcor’s operational activities, from sourcing to manufacturing. For nearly two decades,
our EnviroAction program has driven continuous reduction of our carbon footprint, elimination of waste and minimization of
water usage. In January 2024, our near-term science-based targets for greenhouse gas (GHG) emission reduction were
validated by the Science-Based Targets initiative. Our net-zero science-based targets were subsequently validated by the
same organization in September 2024, committing Amcor to reach net-zero GHG emissions across the value chain by 2050.
We developed and published a decarbonization roadmap to clarify our strategy and guide our efforts to reduce GHG emissions
as we work to achieve our science-based targets. Amcor’s procurement team continues to focus closely on reducing Scope 3
GHG emissions from our supply chain, and hosted our second annual Supplier Sustainability Summit focused on GHG
reduction in January 2024.
We were included in Moody’s ESG Investment Register, the DJSI Australia Index and S&P Sustainability Yearbook 2024, and
achieved a B score on the CDP’s Climate Change rating, an EcoVadis Gold rating and an MSCI A rating.
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Amcor plc | 2024 Proxy Statement
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9
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Sustainability remains our most significant long-term
organic growth opportunity
Responsible packaging is the
answ
e
r
Amcor is uniquely positioned as industry leader with
Scale, Resources and Capabilities
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10
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Amcor plc | 2024 Proxy Statement
|
Human Capital
Human Capital Management at Amcor
We believe that human capital management is critical to our success.
Our Human Resources (“HR”) Strategy
Supporting the execution of our growth aspiration is our HR Strategy. We recognize that we grow our business by growing our
people and putting our people at the center of what we do. Amcor’s HR Strategy aims to create an exceptional employee
experience through a range of ongoing initiatives focused on talent. We continue to focus on attracting, developing, engaging,
and retaining the best talent and strengthening the Company’s succession pipeline for the future. Supported by our Employee
Value Proposition, we undertake a variety of recruitment strategies to attract top talent and we monitor turnover rates in key
management positions to identify and address any emerging retention challenges.
Our Culture
Our Values continue to underpin and strengthen our performance by guiding and shaping our collective behaviors. The Values
describe the foundation of our culture and through every interaction, and consistency of approach, we create a working
environment of which we can be proud. An expression of our Values can be seen in how we recognize our people. We
celebrate the diverse experience, strengths, styles, nationalities and cultures of all our people. As of June 30, 2024,
approximately 41,000 employees worked for Amcor with approximately 31% located in North America, 29% located in Europe,
21% located in Latin America and 19% located in the Asia Pacific region. Our geographical distribution ensures a broad range
of perspectives and skills.
Safety
Safety is a core value at Amcor. We champion safe and responsible behavior among all employees to achieve our goal of zero
workplace injuries.
Talent Development
Growing our people is core to our HR Strategy and we have developed a range of executive development, leadership training,
and education and awareness programs to help employees progress across all functions and experience levels.
Diversity, Equity and Inclusion (“DE&I”)
We are committed to advancing our DE&I journey, building an even more inclusive Amcor culture where everyone can be the
best version of themselves every day, fueling our growth and innovation. Our DE&I strategy is based on four key pillars:
•
Talent -
Supporting the growth and diversification of our talent through mentoring and our hiring practices. Under this
pillar, the Amcor Leadership Mentoring Program is ongoing for the second year. The program aims to develop
emerging female talent by connecting them with senior leaders as well as through workshops and networking
opportunities. In addition, we are working towards diversifying our global talent pool by reducing unconscious bias
from talent attraction and development through a number of initiatives.
•
Community -
Promoting our employee resource groups and local grassroots plant initiatives. Under this pillar, we
have established a global network of DE&I representatives from all business groups and corporate functions to come
together, share their experiences and support the execution of our agenda across Amcor. The network also shares
regular updates with the Global Management Team. Our Employee Resource Groups are an important part of the
community pillar that support the DE&I strategy through local initiatives relevant to the countries and regions they are
located in.
•
Awareness and Training -
Providing more coordination and information around training opportunities. Under this
pillar, our DE&I training calendar provides an overview of opportunities for Amcor colleagues to build knowledge and
capabilities, aligning the entire organization on DE&I topics. Business groups organize these sessions in a variety of
formats, including live small-group seminars, large-group webinars and e-learnings. Participants also receive
supporting materials to better enable post-training reinforcement of learnings, including tips and reflection checks.
•
Data and Reporting -
Communicating our work and progress accurately and effectively to internal and external
stakeholders. Under this pillar, progress is measured in a variety of ways, such as through feedback from individuals
engaged in DE&I initiatives, community representatives, and members of employee resource groups. We also receive
feedback from across the organization through our engagement survey scores, including scores related to DE&I. We
continue to improve our scores by taking action both regionally and globally. We continue to build additional rigor
around more consistently tracking our internal metrics, such as shifts in representation in senior leadership positions.
Our progress is shared with the Global Management Team, the Human Resources Leadership Team and our Board.
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Amcor plc | 2024 Proxy Statement
|
11
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Integrity
Our employees and Directors are expected to act with integrity and objectivity, striving always to enhance the Company’s
reputation and performance. We maintain a Code of Business Conduct and Ethics Policy which is signed by all employees and
provides a framework for making ethical business decisions. We provide targeted training across the globe to reinforce our
commitment to ethics and drive adherence to the national laws in each country in which we operate.
Employee Engagement
We prioritize employee engagement through various initiatives. In addition to the annual global employee engagement survey
where we provide all employees an opportunity to share anonymous feedback across a variety of topics, we conduct regular
feedback sessions and town halls to gather insights and foster open communication. Our engagement results help to drive
action on various topics globally as well as locally in an effort to continuously improve employee engagement.
Looking ahead, we aim to continue to align our human capital management with our strategic goals, focusing on innovation,
sustainability, and inclusivity. We are committed to continuing our efforts to attract, develop and retain the best talent, ensuring
that Amcor remains a leader in our industry.
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12
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Amcor plc | 2024 Proxy Statement
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Table of Con
tents
|
Notice of Annual Meeting of Shareholders
|
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Proxy Statement Summary
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Matters to Be Voted on at the
2024
Annual Meeting
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Amcor plc
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Business Highlights
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Nominees for Directors
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Corporate Governance Highlights
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Executive Compensation Highlights
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Sustainability
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Human Capital
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Proposal 1 Election of Directors
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Director-Nominees
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Director Compensation Summary
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Fiscal Year
2024
Director Compensation
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Board Composition
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Director Independence
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Board Diversity
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Director Commitments
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Board Refreshment
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Board Leadership Structure
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Board Operations
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Corporate Governance Documents
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Committees of the Board
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Director Meeting Attendance
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Key Areas of Board Oversight
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Risk Management
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Environmental, Social and Governance (ESG) Matters
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Cybersecurity Risk Oversight
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Human Capital Management
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Board Governance Practices
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Board Evaluation Process
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Shareholder Engagement
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Recommendations for Directors
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Communications with the Board
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Transactions with Related Parties
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Standards for Approval of Transactions
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Transactions with Related Parties during Fiscal Year
2024
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Security Ownership of Directors and Executive Officers
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Security Ownership of Certain Beneficial Owners
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Amcor plc | 2024 Proxy Statement
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13
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Delinquent Section 16(a) Reports
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Executive Compensation Discussion and Analysis
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Named Executive Officers
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Introduction and Fiscal Year
2024
Highlights
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Compensation Policy
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Elements of Compensation
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Employment Agreements
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Minimum Shareholding Policy
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Hedging and Pledging Policy
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Insider Trading Policy
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Compensation Recovery Policy
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Compensation Committee Report
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Executive Compensation Tables
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2024
Summary Compensation Table
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2024
Benefits, Relocation Expenses, Plan Contributions and Tax-Related Payments (the “All Other Compensation” Column)
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2024
Grants of Plan-Based Awards
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Outstanding Equity Awards at
2024
Fiscal Year-End
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2024
Option Exercises and Stock Vested
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2024
Nonqualified Deferred Compensation
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Potential Payments Upon Termination or Change in Control
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CEO Pay Ratio
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Pay Versus Performance Disclosure
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Definitions of Non-GAAP Financial Measures
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Report of the Audit Committee
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Independent Registered Public Accountant Fees
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Proposal 2 Ratification of the Appointment of PricewaterhouseCoopers AG as Our Independent Registered Public
Accounting Firm for Fiscal Year
2025
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Proposal 3 Advisory Vote on Executive Compensation (“Say-On-Pay Vote”)
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Important Information about the Proxy Materials and Voting Your Shares
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Submission of Shareholder Proposals and Nominations
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Proposals for Inclusion in Proxy Statement
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Other Proposals and Nominees
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Notice Requirements
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Important Notice Regarding Availability of Proxy Materials for the Annual General Meeting of Shareholders to Be
Held on November 6,
2024
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Admission Policy
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14
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Amcor plc | 2024 Proxy Statement
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Proposal 1 Election of Directors
The Nominating and Corporate Governance Committee of our Board of Directors (the “Board”) has nominated ten individuals
to be elected at the meeting. The Board has taken action to increase the size of the Board to ten Directors, with such increase
to be effective immediately prior to this Annual Meeting. Each Director is elected to a one-year term to serve until his or her
successor has been duly elected and qualified, but subject to prior death, resignation, disqualification or removal from office.
Each nominee has indicated a willingness to serve as a Director. If a Director does not receive a majority of the votes for his or
her election, then that Director will not be elected to the Board, and the Board may fill the vacancy with a different person, or
the Board may reduce the number of Directors to eliminate the vacancy.
In addition to certain biographical information about each Director and nominee, listed below are the specific experiences,
qualifications, attributes or skills that led to the conclusion that the person should serve as a Director on the Board. Mr. Ronald
(Ron) Delia retired from the Board of Directors effective April 15, 2024.
Ms. Karen Guerra, a Director, member of the Special Transition Committee and Chair of the Nominating and Corporate
Governance Committee, will retire from the Board at the Annual Meeting. The Board extends its appreciation to Ms. Guerra for
her services and thoughtful insight and advice. Effective as of the Annual Meeting, the Board has appointed David Szczupak to
replace Ms. Guerra as Chair of the Nominating and Corporate Governance Committee.
Director-Nominees
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The Board of Directors recommends a vote
“FOR”
all nominees to serve as Directors.
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GRAEME LIEBELT
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PROFESSIONAL BACKGROUND:
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Managing Director and Chief Executive Officer of Orica Limited – 2005 to 2012
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Executive Director of Orica Group – 1997 to 2012
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Numerous senior positions with the ICI Australia/Orica group including Managing Director of Dulux Australia,
Chairman of Incitec Ltd, Director of Incitec Pivot Ltd and Chief Executive of Orica Mining Services – 1989 to 2012
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Age:
70
Director
since:
2012
Chairman
Committees:
Executive
INDEPENDENT
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OTHER DIRECTORSHIPS:
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Australian Foundation Investment Company Limited
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Australia and New Zealand Banking Group Limited (previous)
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DuluxGroup Ltd (previous)
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KEY QUALIFICATIONS AND EXPERIENCES:
In addition to the professional background noted above, Mr. Liebelt is a Fellow of the Australian Academy of
Technological Sciences and Engineering and a Fellow of the Australian Institute of Company Directors. Mr. Liebelt’s
past leadership experiences and expertise in global manufacturing and operations make him particularly qualified to
act as Chairman of the Board for Amcor.
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Amcor plc | 2024 Proxy Statement
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15
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PETER KONIECZ
NY
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PROFESSIONAL BACKGROUND:
•
Chief Executive Officer, Amcor plc – September 2024 to present
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Interim Chief Executive Officer, Amcor plc – April 2024 to September 2024
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Chief Commercial Officer, Amcor plc – 2020 to April 2024
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President, Amcor Flexibles Europe, Middle East & Africa and Latin America – 2019 to 2020
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President, Amcor Flexibles Europe, Middle East & Africa – 2015 to 2019
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President, Amcor Specialty Cartons – 2010 to 2015
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Age: 59
Since: Nominee
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KEY QUALIFICATIONS AND EXPERIENCES:
Mr. Konieczny has had a number of leadership roles across several Business Groups within the Amcor organization,
giving him unique insight into the individual challenges and opportunities of the Business Groups’ global business.
Prior to joining Amcor, Mr. Konieczny was appointed President of Silgan White Cap, a global organization specializing
in metal and plastic closures for the food and beverage industries. He has also worked as a management consultant
with McKinsey & Company.
Mr. Konieczny’s comprehensive knowledge of Amcor’s business, operations and customers and his strong
operational and commercial leadership is invaluable to Amcor’s Board of Directors. Mr. Konieczny was originally
recommended as a Director nominee by the Special Transition Committee.
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ACHAL A
GARWAL
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PROFESSIONAL BACKGROUND:
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Global Chief Strategy and Transformation Officer, Kimberly-Clark – 2020 to 2021
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President, Asia Pacific Region, Kimberly-Clark – 2012 to 2020
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President, North Asia Region, Kimberly-Clark – 2008 to 2012
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Chief Operating Officer – Beverages (Greater China), PepsiCo – 2002 to 2008
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Vice President, Beverages (China), PepsiCo – 1998 to 2002
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Market Unit General Manager – Beverages (India), PepsiCo – 1994 to 1997
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Commercial Manager, Corporate, ICI India – 1993 to 1994
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Commercial Functions in Pharmaceutical, Agrochemical, Paints and Commercial Explosives businesses, ICI India
– 1981 to 1993
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Age:
65
Director
since:
2021
Committees:
Compensation
INDEPENDENT
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OTHER DIRECTORSHIPS:
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SATS Ltd
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World-Wide Fund for Nature, Singapore (WWF Singapore) (previous)
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Singapore International Chamber of Commerce (previous)
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Asia Venture Philanthropy Network (previous)
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Singapore Business Federation (previous)
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KEY QUALIFICATIONS AND EXPERIENCES:
Mr. Agarwal holds a degree and a Master of Business Administration from the University of Delhi, and an Advanced
Management Program degree from The Wharton School, University of Pennsylvania. He is a global consumer
executive with four decades of experience, of which 30 years have been in leadership roles in the Asia-Pacific across
developed and emerging markets. He is passionate about coaching leaders to grow scalable and sustainable
businesses in the midst of a changeable environment, contributing invaluable knowledge and skills to Amcor’s Board
of Directors.
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16
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Amcor plc | 2024 Proxy Statement
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ANDREA BERTONE
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PROFESSIONAL BACKGROUND:
•
President, Duke Energy International LLC (an electric power generation company) – 2009 to 2016
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Associate General Counsel, Duke Energy – 2003 to 2009
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OTHER DIRECTORSHIPS:
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Waste Connections Inc., listed on NYSE (Audit Committee)
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Drax Group PLC, listed on the London Stock Exchange (Chair)
•
Peabody Energy Corporation, listed on NYSE (Audit and Chair of HSSE Committee)
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Age:
63
Director
Since:
2019
Committees:
Compensation,
NG
INDEPENDENT
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DMC Global Inc. (previous), listed on NASDAQ (Audit and Chair of Risk Committee) – 2019 to 2023
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Yamana Gold Inc. (previous), listed on NYSE (Audit and Risks Opportunities Committee) – 2017 to 2020
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Duke Energy International Geração Paranapanema S.A. (previous)
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KEY QUALIFICATIONS AND EXPERIENCES:
Ms. Bertone is a graduate of the University of São Paulo, Brazil, where she earned a juris doctorate degree, and
Chicago-Kent College of Law, where she earned a Master of Laws degree. She also completed a finance program for
senior executives at Harvard Business School. Ms. Bertone’s depth of experience with multinational companies
operating in global markets and her experience in executive leadership, global strategy, legal and regulatory, finance,
and M&A provide valuable contributions to Amcor’s Board of Directors.
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SUSAN CARTER
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PROFESSIONAL BACKGROUND:
•
Senior Vice President and Chief Financial Officer, Ingersoll-Rand Plc – 2013 to 2020
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Executive Vice President and Chief Financial Officer, KBR, Inc. – 2009 to 2013
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Executive Vice President and Chief Financial Officer, Lennox International Inc. – 2004 to 2009
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Vice President and Corporate Controller/Chief Accounting Officer, Cummins, Inc. – 2002 to 2004
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Age:
65
Director
since:
2021
Committees: Audit
INDEPENDENT
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OTHER DIRECTORSHIPS:
•
Stanley Black & Decker, Inc
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ON Semiconductor Corporation
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Pursuit Aerospace
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Air Products and Chemicals, Inc. (previous)
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Lyondell Chemical Company (previous)
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KEY QUALIFICATIONS AND EXPERIENCES:
Ms. Carter received a Bachelor’s degree in Accounting from Indiana University and a Master’s degree in Business
Administration from Northern Illinois University. Ms. Carter’s expertise in investor relations, capital markets, IT
management, global company management, accounting and finance, and her experience as a chief financial officer
of a public company, enable her to bring a thorough understanding of financial reporting, generally accepted
accounting principles, financial analytics, budgeting, capital markets financing and auditing to Amcor’s Board of
Directors.
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Amcor plc | 2024 Proxy Statement
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17
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GRAHAM CHIPCHASE CBE
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PROFESSIONAL BACKGROUND:
•
CEO, Brambles LTD – January 2017 to present
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CEO, Rexam plc – 2010 to 2016
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Group Director of Plastic Packaging, Rexam plc – 2005 to 2009
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Group Finance Director, Rexam plc – 2003 to 2005
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Finance Director Aerospace Services, GKN PLC – 2001 to 2003
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Age: 61
Since: Nominee
INDEPENDENT
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OTHER DIRECTORSHIPS:
•
AstraZeneca (Senior Independent Director and Chair of Remuneration Committee) – 2012 to 2021 (previous)
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KEY QUALIFICATIONS AND EXPERIENCES:
Mr. Chipchase is a long-tenured CEO with Non-Executive Director experience, and has worked in Sweden, Australia,
the UK and the U.S. He holds an MA (Hons) Chemistry from Oriel College, Oxford, and is a Fellow of the Institute of
Chartered Accountants in England and Wales. He was made a Commander of the British Empire (CBE) for services
to sustainable business in June 2024. Mr. Chipchase left Rexam plc in 2016, at that time one of the world’s largest
consumer packaging companies, having overseen the company’s sale to a U.S. competitor, Ball Corporation. He has
significant experience in companies supplying the fast moving consumer goods industry and across finance, global
strategic development and business transformation functions, and therefore provides valuable insights to the Amcor
board. Mr. Chipchase was originally recommended as a Director nominee by a third party search firm.
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LUCRÈCE FOUFOPOULOS-DE RIDDER
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PROFESSIONAL BACKGROUND:
•
Executive Vice President (EVP), Polyolefins Business, and Chief Technology Officer (CTO), Borealis Group –
January 2019 to January 2024
•
Vice President, General Manager, Rubber Additives Business, Eastman Chemical Company – December 2015 to
January 2019
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Chief Commercial Officer, Eastman Chemical Company – August 2014 to December 2015
•
Overall approximately 30 years of specialty chemical and materials industry experience from multinational
companies such as Tyco (h-Raychem), the Dow Chemical Group (including h-Dow Corning and h-Rohm and
Haas), Eastman Chemical Company, and the Borealis Group, serving a broad range of downstream industries, in
a variety of business leadership (P&L), transformation and strategic planning, marketing and sales excellence,
circularity and sustainability, and technology and innovation roles.
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Age:
57
Director
Since:
2023
Committees:
Compensation
INDEPENDENT
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OTHER DIRECTORSHIPS:
•
Sika Group (Sustainability Committee Chair)
•
Royal Vopak
•
Tronox Holdings plc
•
Quaker Houghton
•
Borouge Pte (previous, until January 2024)
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KEY QUALIFICATIONS AND EXPERIENCES:
Ms. Foufopoulos-De Ridder holds a Master’s degree in Polymer and Composites Engineering from the University of
Leuven (KUL, Belgium) in collaboration with 5 other European universities. She also holds a second Master’s degree
in Materials Science Engineering from the University of Ghent, Belgium, and executive business education from
Insead in Paris, France and IMD in Lausanne, Switzerland. Her distinguished and varied career of more than 30
years in the specialty chemicals and materials industry, her functional expertise and her sustainability and circular
transformation experience strengthens Amcor’s Board of Directors.
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18
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Amcor plc | 2024 Proxy Statement
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NICHOLAS T. LONG (TOM)
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PROFESSIONAL BACKGROUND:
•
Managing Partner, Bridger Growth Partners, LLC (a private equity fund) – 2015 to current
•
Chief Executive Officer, MillerCoors, LLC (a brewing company) – 2011 to 2015
•
President and Chief Commercial Officer, MillerCoors, LLC – 2008 to 2011
•
Chief Executive Officer, MillerBrewing Company (a brewing company) – 2006 to 2008
•
Chief Marketing Officer, MillerBrewing Company – 2005 to 2006
•
President Northwest Europe Division, The Coca-Cola Company – 2003 to 2005
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Age:
65
Director
Since:
2017
Committees:
Compensation
(Chair), Special
Transition (Chair),
Executive, NG
INDEPENDENT
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OTHER DIRECTORSHIPS:
•
Chairman, Wolverine Worldwide, Inc.
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KEY QUALIFICATIONS AND EXPERIENCES:
Mr. Long holds a Masters of Business Administration from Harvard Business School and a Bachelor of Arts from the
University of North Carolina. Mr. Long has significant experience in executive leadership in large, global companies,
global strategy and international business operations, finance, and sales and marketing. In light of these experiences,
Mr. Long provides valuable contributions to Amcor’s Board of Directors.
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ARUN NAYAR
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PROFESSIONAL BACKGROUND:
•
Senior Advisor, McKinsey & Company (a global management consulting firm) – 2016 to current
•
Advisor, Global Advisory Council, ServiceNow, Inc. (a software company) – 2022 to current
•
Executive Vice President and Chief Financial Officer, Tyco International plc (a securities system company) – 2012
to 2016
•
Senior Vice President, Treasurer and Chief Financial Officer, ADT Worldwide (Tyco) – 2008 to 2012
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Age:
73
Director
Since:
2019
Committees:
Executive (Chair),
Audit (Chair),
Special Transition
INDEPENDENT
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OTHER DIRECTORSHIPS:
•
Mastech Digital
•
GFL Environmental Inc.
•
Rite Aid Corporation (previous)
•
TFI International Inc. (previous)
•
Bemis Company, Inc. (previous)
•
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KEY QUALIFICATIONS AND EXPERIENCES:
Mr. Nayar’s global experience and expertise in financial reporting, financial analytics, capital market financing,
mergers and acquisitions and treasury matters provide important insight into the global financial matters for Amcor’s
Board of Directors. His experiences make him well suited to serve as Chair of the Audit Committee.
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Amcor plc | 2024 Proxy Statement
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19
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DAVID SZCZUPAK
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PROFESSIONAL BACKGROUND:
•
Executive Vice President Global Product Organization, Whirlpool Corporation (a major home appliance company)
– 2008 to 2017
•
Chief Operation Officer, Dura Automotive Systems – 2006 to 2008
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Age:
69
Director
Since:
2019
Committees:
Audit
INDEPENDENT
|
OTHER DIRECTORSHIPS:
•
Bemis Company, Inc. (previous)
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KEY QUALIFICATIONS AND EXPERIENCES:
In his professional roles, Mr. Szczupak gained specific experience in product development, purchasing,
manufacturing and product quality. In addition to these roles, Mr. Szczupak worked for Ford Motor Company for 22
years in a variety of leadership roles. Mr. Szczupak’s extensive background in product innovation, strategic planning,
engineering, and global manufacturing give him unique and valuable insights and perspective to our global
operations, research and development and innovation.
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20
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Amcor plc | 2024 Proxy Statement
|
Director Compensation Summary
Director compensation is approved by the Board of Directors. The Board of Directors considers benchmark data when
determining appropriate pay. The components of Director pay include a fixed retainer plus additional fees for members and
chairs of committees. As part of the annual review of director compensation, effective
December 1, 2022
, the Board of
Directors decided not to increase fee levels from the prior year. The Board approved a one-time payment to the Special
Transition Committee members and chair of $20,000 and $25,000, respectively. The fee levels and structure are shown in the
table below (unless otherwise indicated, all dollar amounts in this proxy statement are in U.S. Dollars).
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Description
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Fee
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Retainer fees
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•
Chair:
$541,216
(1)
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•
Directors, other than the Chair:
$270,608
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Committee fees
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•
Audit Committee Chair:
$32,473
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•
Audit Committee Member:
$16,236
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•
Compensation Committee Chair:
$21,648
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•
Compensation Committee Member:
$10,824
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•
Nominating and Corporate Governance Committee Chair:
$16,236
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•
Nominating and Corporate Governance Committee Member:
$7,577
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Delivery of fee
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•
50%
restricted share units
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•
50%
cash
|
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Minimum shareholding
requirements
|
•
5
x cash retainer, accumulated over
five
years
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(1)
The retainer for the Chair represents his total fee. He does not receive additional fees for his involvement with Board committees.
Fiscal Year
2024
Director Compensation
The table below sets forth certain information concerning the compensation earned in fiscal year
2024
by our non-executive
Directors (non-management and independent Directors).
|
Name
|
Fees Earned or
Paid in Cash
(1)
($)
|
Stock Awards
($)
|
Employer
Contributions to
defined contribution
pension plans
(2)
($)
|
Total
($)
|
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Graeme Liebelt
|
287,835
|
270,609
|
17,957
|
576,402
|
|
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Armin Meyer
(3)
|
79,876
|
0
|
0
|
79,876
|
|
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Achal Agarwal
|
160,330
|
140,722
|
0
|
301,052
|
|
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Andrea Bertone
|
163,403
|
144,512
|
0
|
307,915
|
|
|
Susan Carter
|
163,202
|
143,431
|
0
|
306,633
|
|
|
Lucrèce Foufopoulos-De Ridder
(4)
|
88,398
|
143,835
|
0
|
232,234
|
|
|
Karen Guerra
|
182,706
|
143,431
|
0
|
326,137
|
|
|
Tom Long
|
194,578
|
150,268
|
0
|
344,846
|
|
|
Arun Nayar
|
192,067
|
151,548
|
0
|
343,615
|
|
|
David Szczupak
|
163,691
|
143,431
|
0
|
307,122
|
(1)
Directors received a fixed “base” fee for their role as Board members, plus additional fees for members and chairs of committees. The
Chair does not receive additional fees for his involvement with Board committees.
(2)
Where applicable, the cash portion of the retainer fees is reduced by any required statutory pension contributions.
(3)
Dr. Meyer retired from the Board of Directors effective November 8, 2023. Amounts listed in the table above are pro-rated based on his
retirement date.
(4)
Ms. Foufopoulos-De Ridder joined the Board of Directors effective November 8, 2023. Amounts listed in the table above are pro-rated
based on her start date.
|
Amcor plc | 2024 Proxy Statement
|
21
|
Board Composition
Director Independence
The Board has determined that all Directors nominees other than the CEO are “independent” as that term is defined in the
applicable listing standards of the New York Stock Exchange (“NYSE listing standards”). In addition, the Board has determined
that each member of the Audit, Compensation, and Nominating and Corporate Governance Committees is independent
pursuant to the NYSE listing standards and any relevant Securities and Exchange Commission (“SEC”) standards. In
accordance with the NYSE listing standards, the Board looked at the totality of the circumstances to determine a Director’s
independence including reviewing any relationships and transactions between each Director and the Company (including its
independent registered public accounting firm). To be independent, a Director must be, among other things, able to exercise
independent judgment in the discharge of his or her duties without undue influence from management.
Board Diversity
The Board recognizes the value of diversity. The Board believes that a diverse membership provides a variety of perspectives,
improves the quality of dialogue, and contributes to a more balanced and effective decision-making process. In evaluating
candidates for Board membership, the Board and the Nominating and Corporate Governance Committee consider many
factors to create a balanced Board with diverse viewpoints and deep expertise. Relevant factors include diversity of
professional experience, skill set, perspective, and background, including gender, race, ethnicity, cultural background and
geography (Please see page 5 for additional detail regarding the composition of our Board and its diversity characteristics).
Director Commitments
The Board does not believe that its members should generally be prohibited from serving on boards and/or committees of
other organizations, and the Board has not adopted any guidelines limiting such activities. However, prior to becoming a
director of another public company, a Director of the Company must notify the Chair of the Nominating and Corporate
Governance Committee, the Chair of the Board and the CEO to address whether the aggregate number of directorships held
by such Director would interfere with his or her ability to carry out his or her responsibilities as a Director of the Company. In
the case of Ms. Lucrèce Foufopoulos-De Ridder, the Nominating and Corporate Governance Committee believes that she has
sufficient time and capacity to devote to her responsibilities to Amcor, and she has attended all meetings of our Board and
committees of our Board on which she serves.
Board Refreshment
Amcor has maintained a steady, proactive focus on Board composition and refreshment, having added seven new Directors
since 2019, and recommending two new Directors as nominees at our Annual Meeting. As a key element of ensuring a
diverse Board, the Nominating and Corporate Governance Committee regularly reviews Director tenure and succession. The
disciplined Board succession planning, together with annual Board self-evaluations, enables optimal Board effectiveness and
ensures the appropriate level of Board refreshment to meet the Company’s strategic needs and priorities. In addition to
refreshing the Board’s composition generally, the Board routinely adjusts its committee chair and membership assignments
which promotes Director development and succession planning.
Board Leadership Structure
We do not have an express policy concerning whether the role of Chairman of the Board should be held by an independent
Director. Instead, the Board prefers to remain flexible to determine which leadership structure is most appropriate for the
Company and its shareholders based upon the specific circumstances at any given point in time. Mr. Liebelt, an independent
Director, currently serves as our Chairman of the Board. The Board currently intends that the CEO will also become a Director
of the Company.
The Board believes the continued split in roles is appropriate at this time.
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22
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Amcor plc | 2024 Proxy Statement
|
Board Operations
Corporate Governance Documents
|
The following materials relating to the corporate governance of the Company are accessible on our website at:
http://www.amcor.com/investors/corporate-gov/policies-standards
•
Memorandum of Association and Articles of Association
•
Corporate Governance Guidelines
•
Executive Committee Charter
•
Audit Committee Charter
•
Compensation Committee Charter
•
Nominating and Corporate Governance Committee Charter
•
Code of Business Conduct and Ethics
Hard copies will be provided at no charge to any shareholder or any interested party upon request. To submit such
request, write to us at Amcor plc, Attention: Corporate Secretary at 83 Tower Road North, Warmley, Bristol BS30 8XP,
United Kingdom. The information contained on the Company’s website is not incorporated by reference into this
proxy statement and should not be considered to be part of this proxy statement.
|
||
Committees of the Board
The Board has the following standing committees: Audit Committee, Compensation Committee, Nominating and Corporate
Governance Committee, Executive Committee and Special Transition Committee. Below is certain information relating to
these committees.
Audit Committee
During fiscal year
2024
, the Audit Committee met 5 times. The Audit Committee is comprised of three Directors: Arun Nayar,
Susan Carter and David Szczupak. Mr. Nayar serves as the chair of the Audit Committee. Each member of the Audit
Committee is “independent,” as defined by NYSE listing standards. The Board has determined that Mr. Nayar and Ms. Carter
each qualify as an “audit committee financial expert” as that term is defined by the applicable SEC rules. Furthermore, each
member of the Audit Committee is “financially literate” as that term is defined by the NYSE listing standards.
The Audit Committee charter details the purpose and responsibilities of the Audit Committee, including to assist the Board in its
oversight of:
•
The integrity and fair presentation of the financial statements of Amcor and related disclosure;
•
The qualifications, performance and independence of Amcor’s independent auditor;
•
The performance of Amcor’s internal audit function;
•
Amcor’s systems of internal controls over financial reporting;
•
Amcor’s legal and ethical compliance policies and programs; and
•
Review of the cybersecurity report from management, which outlines Amcor’s cybersecurity risk management framework
and includes an update on Amcor’s completed, on-going, and planned actions relating to cybersecurity risks.
In addition, the Audit Committee is directly responsible for the selection, compensation and oversight of the work of Amcor’s
independent auditor.
|
Amcor plc | 2024 Proxy Statement
|
23
|
Compensation Committee
During fiscal year
2024
, the Compensation Committee met 7 times. The Compensation Committee is comprised of four
Directors: Achal Agarwal, Andrea Bertone, Lucrèce Foufopoulos-De Ridder and Tom Long. Tom Long serves as the chair of
the Compensation Committee. Each member of the Compensation Committee is “independent,” as defined by the NYSE
listing standards.
The Compensation Committee charter details the purpose and responsibilities of the Compensation Committee, including:
•
Reviewing and recommending the compensation of the CEO and Directors, and determining and approving compensation
for Amcor’s Executive Officers who report directly to the CEO;
•
Evaluating the performance of Amcor’s CEO and performance of Executive Officers who report directly to the CEO;
•
Evaluating officer and Director compensation plans, policies and programs generally;
•
Reviewing the Compensation Discussion and Analysis for inclusion in the proxy statement; and
•
Reviewing Amcor’s management succession planning.
Nominating and Corporate Governance Committee
During fiscal year
2024
, the Nominating and Corporate Governance Committee met 4 times. The Nominating and Corporate
Governance Committee is comprised of three Directors: Karen Guerra, Tom Long and Andrea Bertone. Ms. Guerra serves as
the chair of the Nominating and Corporate Governance Committee. Effective as of the Annual Meeting, the Board has
appointed David Szczupak to replace Ms. Guerra as the Chair of the Nominating and Corporate Governance Committee. Each
member of the Nominating and Corporate Governance Committee is “independent,” as defined by the NYSE listing standards.
The Nominating and Corporate Governance Committee charter details the purpose and responsibilities of the Nominating and
Corporate Governance Committee, including:
•
Identifying and recommending to Amcor’s Board individuals qualified to serve as Directors of Amcor;
•
Reviewing the nominations for new Directors from all sources against criteria established for selection of new Directors
and nominees for vacancies on the Board;
•
Overseeing the annual evaluations of the Board and the Board committees; and
•
Advising Amcor’s Board with respect to its composition, governance practices and procedures.
Executive Committee
During fiscal year
2024
, the Executive Committee did not meet. The Executive Committee is comprised of three Directors:
Graeme Liebelt, Tom Long and Arun Nayar. Arun Nayar serves as the chair of the Executive Committee. The Board has
appointed Peter Konieczny as a member of the Executive Committee, effective upon Peter Konieczny’s election to the Board.
The Executive Committee charter details the purpose and responsibilities of the Executive Committee, which generally consist
of exercising the powers and authority of the Board to direct the business and affairs of the Company in intervals between
meetings of the Board, in emergency situations or when requested by the full Board.
|
24
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Amcor plc | 2024 Proxy Statement
|
Special Transition Committee
During fiscal year
2024
, the Special Transition Committee met 10 times. The Special Transition Committee is comprised of
three
Directors: Arun Nayar, Karen Guerra and Tom Long. Tom Long serves as the chair of the Special Transition Committee.
The Special Transition Committee does not have a formal charter. The Special Transition Committee’s purpose and
responsibilities generally consist of (i) negotiating with Ron Delia (our former CEO), a separation and release agreement; (ii)
identifying and engaging with an individual to serve as the interim Chief Executive Officer (the “Interim CEO”); (iii) determining
a cash and equity-based compensation package for the Interim CEO and recommending to the Compensation Committee and
the Board an appropriate employment agreement with such Interim CEO; and (iv) commencing and carrying out a search
process, on behalf of the Company, for a Chief Executive Officer of the Company (the “Executive Search”) and engaging an
executive search firm to assist with the Executive Search. The Committee engaged Spencer Stuart to assist with the Executive
Search. The Special Transition Committee made recommendations for the Board of Directors’ consideration regarding the
Executive Search. As a result of the completion of a robust internal and external Executive Search and fulfillment of the
Special Transition Committee’s responsibilities, the Special Transition Committee is no longer an active committee of the
Board.
Director Meeting Attendance
Directors are expected to attend all Board meetings, applicable committee meetings and the annual shareholder meeting. The
Board met 10 times in fiscal year
2024
. Each Director attended at least 75 percent of the aggregate of the total number of
Board meetings and committee meetings on which they served. All then-current Directors attended the annual shareholder
meeting as well.
The Board meets in regularly scheduled executive sessions without non-independent Directors in connection with each
regularly scheduled Board meeting and at other times as necessary. Our independent Chairman of the Board presides at the
executive sessions.
|
Amcor plc | 2024 Proxy Statement
|
25
|
Key Areas of Board Oversight
Risk Management
Taking purposeful and calculated risks is an essential part of our business and is critical to the achievement of our long-term
strategic objectives. Our Board of Directors and the committees take an active role in the oversight of our Company’s most
significant risks. Enterprise risk management processes are embedded in all critical business processes and are designed to
identify operational, financial, strategic, compliance, cybersecurity, and reputational risks that could adversely affect the
execution of the Company’s plans, strategy, or effectiveness of its business model.
|
BOARD OF DIRECTORS
|
|||||||||
|
Oversee the Company’s risk management processes to support achievement of the Company’s organizational and strategic
objectives
|
||||||||
|
|
Oversee the long-term financial plan, which is updated in a process that aligns with the Company’s annual corporate and
business unit risk assessments
|
||||||||
|
|
Delegate certain risk management oversight responsibilities to Board committees, and receive regular reports from Board
committees
|
||||||||
|
|
Oversee and engage with executives on a broad range of human capital management topics, including the Human Capital
Strategy
|
||||||||
|
|
Oversee management of ESG-related risks and strategy
|
||||||||
|
AUDIT
COMMITTEE
|
COMPENSATION
COMMITTEE
|
NOMINATING AND CORPORATE
GOVERNANCE COMMITTEE
|
|||||||
|
|
Oversee risks associated with
financial reporting and internal
controls
|
|
Monitor risks associated with the
design and administration of the
Company’s compensation and
benefits program, including
performance-based
compensation programs, to
promote appropriate incentives
that do not encourage excessive
risk taking
|
|
Oversee risks associated with
the governance structure of the
Company including Board
composition and independence
|
||||
|
|
Review the cybersecurity report,
including the Company’s
cybersecurity risk management
framework and updates on the
Company’s completed, on-going
and planned actions relating to
cybersecurity risks
|
||||||||
|
|
Review approach to certain
human resource-related matters
|
||||||||
|
|
Assess the steps management
has taken to control risks to the
Company
|
||||||||
|
|
Review the Company’s business
risk management framework and
policy for risk appetite including
the procedures for identifying
strategic and business risks and
controlling their financial impact
on the Company
|
||||||||
|
|
Review internal audit’s analysis
and independent appraisal of the
adequacy and effectiveness of
the Company’s risk management
and internal control systems
|
||||||||
|
26
|
Amcor plc | 2024 Proxy Statement
|
In addition to the management of the risks described above, we engage in an annual enterprise-wide risk assessment process.
Identified risks are evaluated based on the potential exposure to the business and measured as a function of severity of impact
and likelihood of occurrence. Assessments include identifying and evaluating risks and the steps being taken to mitigate the
risks. Bi-annually, a report summarizing these assessments is compiled, reviewed by the Chief Executive Officer and Chief
Financial Officer and is presented to the full Board. Interim reports on specific risks are provided if requested by the Board or
recommended by mana
gement.
Environmental, Social and Governance (ESG) Matters
The Board and its committees oversee the execution of Amcor’s environmental, social and governance strategies and
initiatives as an integrated part of their oversight of the Company’s overall strategy and risk management. The Board is actively
engaged with management on related topics such as sustainability, product and service demand; climate scenario analysis
and oversight of related risks and opportunities; review and approval of strategies and goals related to sustainability; customer,
investor and other stakeholder expectations; and the environmental impact of our Company.
Cybersecurity Risk Oversight
The Board recognizes the importance of securing the information of the Company’s customers, vendors, and employees. The
Company has adopted physical, technological, and administrative controls on data security, and has a defined procedure for
data incident detection, containment, response, and remediation. While everyone at the Company plays a part in managing
these risks, oversight responsibility is shared by the Board, the Audit Committee, and management. The full Board receives an
annual information technology report and update from management, which includes an update on the Company’s
cybersecurity efforts. The Board of Directors has delegated to the Audit Committee the review of quarterly cybersecurity
reports and updates from management, which outline the Company’s cybersecurity risk management framework and include
updates on the Company’s completed, on-going, and planned actions relating to cybersecurity risks.
Human Capital Management
Our Board believes that human capital management is critical to the Company’s success. Our Board and Compensation
Committee oversee and engage with executives across the Company on a broad range of human capital management topics,
including strategy, organizational design, executive development and succession planning, health and safety matters, DE&I
initiatives, ethics and governance, and employee engagement feedback gathered from the annual global employee pulse
survey.
Our Board is involved in leadership development and succession planning throughout the year, and provides input on
important decisions in each of these areas. Our Board has primary responsibility for succession planning for the CEO and
oversight of other senior management positions. The Compensation Committee oversees the development of the process, and
our Board meets with high-potential executives at many levels across the Company through formal presentations and informal
events throughout the year. The Compensation Committee is also regularly updated on key talent indicators for the overall
workforce, including recruiting and attrition, DE&I, and development programs.
|
Amcor plc | 2024 Proxy Statement
|
27
|
Board Governance Practices
Board Evaluation Process
The Board recognizes that a robust and constructive evaluation process is an essential component of Board effectiveness and
good corporate governance. Accordingly, the Board and each committee will conduct an annual self-evaluation, and the Board
will engage in periodic external assessments, to gauge their effectiveness and consider opportunities for improvement. The
entire evaluation process, overseen by the Nominating and Corporate Governance Committee, assesses the performance of
each committee and the Board as a whole. The self-evaluation results and any recommendations made by the Nominating and
Corporate Governance Committee to enhance the Board’s effectiveness are discussed by the full Board.
Shareholder Engagement
Amcor has active engagement with shareholders and proxy advisors regarding its performance, strategy, operations, and
governance practices. Members of senior management and our Chairman of the Board conduct an annual governance
roadshow to solicit shareholder perspectives and receive valuable, direct feedback on governance, executive compensation,
sustainability and related matters. Our engagement efforts
cover holders of a significant amount of our shares on issue.
The
feedback we receive is reviewed with our Board of Directors and helps to promote greater alignment of our governance
practices and policies with shareholder interests.
Recommendations for Directors
Consistent with the long-term interests of the shareholders, Directors must be able to participate constructively, drawing upon
their diverse individual experience, knowledge and background to provide perspectives and insights. The Board also
understands the importance of balancing tenure, turnover, diversity and skills of the individual Board members by pairing fresh
perspectives with valuable experience. The Nominating and Corporate Governance Committee and the Board establish
different search criteria for recruiting new Directors at different times, depending upon the Company’s needs and the then-
current Board composition. In every case, however, candidates are required to have certain qualifications and attributes that
enable such individuals to contribute to the Board
.
The Company has engaged Spencer Stuart to assist in identifying and
evaluating potential director nominees.
The Nominating and Corporate Governance Committee will consider Director candidates recommended by shareholders in the
same manner that it considers all Director candidates. Director candidates must meet the minimum qualifications set forth in
the Corporate Governance Guidelines, and the Nominating and Corporate Governance Committee will assess Director
candidates in accordance with those factors. Shareholders who wish to suggest qualified candidates to the Nominating and
Corporate Governance Committee should write the Corporate Secretary of the Company at Amcor plc, 83 Tower Road North,
Warmley, Bristol BS30 8XP, United Kingdom, stating in detail the candidate’s qualifications for consideration by the Nominating
and Corporate Governance Committee.
If a shareholder wishes to nominate a Director other than a person nominated by or on behalf of the Board of Directors, he or
she must comply with certain procedures outlined in our Articles of Association (“Articles”) by the deadlines described below
under “Submission of Shareholder Proposals and Nominations.”
Communications with the Board
The Board provides a process for shareholders and other interested parties to send communications to the Board or any of the
Directors. Interested parties may communicate with the Board or any of the Directors by sending a written communication to
the address below. All communications will be compiled by the Corporate Secretary of the Company and submitted to the
Board or the individual Directors.
Amcor plc
c/o Corporate Secretary
83 Tower Road North
Warmley, Bristol BS30 8XP
United Kingdom
|
28
|
Amcor plc | 2024 Proxy Statement
|
Transactions with Related Parties
Our Board has approved a written policy whereby the Audit Committee must review and approve any transaction in which (a)
the Company was, is or will be a participant and (b) any of the Company’s Directors, nominees for Director, Executive Officers,
greater than five percent shareholders or any of their immediate family members (each, a “Related Party”) have a direct or
indirect material interest (including any transactions requiring disclosure under Item 404 of Regulation S-K) (“Related Party
Transaction”).
The Audit Committee may delegate authority to review Related Party Transactions to one or more Audit Committee members,
except for a transaction involving an Audit Committee member. Any determinations made under such delegated authority must
be promptly reported to the full Audit Committee, which may ratify or reverse such determination.
Standards for Approval of Transactions
The Audit Committee will analyze the following factors, in addition to any other factors the Audit Committee deems appropriate,
in determining whether to approve a Related Party Transaction:
•
The position within or relationship of the Related Party with the Company;
•
The materiality of the transaction to the Related Party and the Company;
•
The business purpose for and reasonableness of the transaction;
•
Whether the transaction is comparable to a transaction that could be available to an unrelated party, or is on terms that
the Company offers generally to persons who are not Related Parties;
•
Whether the transaction is in the ordinary course of the Company’s business; and
•
The effect of the transaction on the Company’s business and operations.
A Related Party Transaction will only be approved by the Audit Committee if the Audit Committee determines that the Related
Party Transaction is in the best interests of the Company and its shareholders.
Transactions with Related Parties during Fiscal Year
2024
Item 404 of Regulation S-K requires that we disclose any transactions between Amcor and any related parties, as defined by
Item 404, in which the amount involved exceeds $120,000 and in which any related party had or will have a direct or indirect
material interest. During fiscal year
2024
, there were no Related Party Transactions meeting the requirements of Item 404 of
Regulation S-K.
|
Amcor plc | 2024 Proxy Statement
|
29
|
Security Ownership of Directors
and Executive Officers
The following table lists the beneficial ownership of our ordinary shares as of September 11,
2024
, by each Director, each of
our Executive Officers named in the Summary Compensation Table in this proxy statement, and all our current Directors and
Executive Officers as a group. Percentage of outstanding shares is based on 1,445,343,212
shares outstanding as of
September 11,
2024
.
|
Name of Beneficial Owner
|
Amount and Nature of
Beneficial Ownership
(1)
(#)
|
|
Percentage of
Outstanding Shares
(%)
|
|
|
Ron Delia
(2)
|
2,607,495
|
|
*
|
|
|
Achal Agarwal
|
24,005
|
|
*
|
|
|
Andrea Bertone
|
34,587
|
|
*
|
|
|
Susan Carter
|
34,723
|
|
*
|
|
|
Graham Chipchase
|
0
|
|||
|
Lucrèce Foufopoulos-De Ridder
|
0
|
|
*
|
|
|
Karen Guerra
|
75,424
|
|
*
|
|
|
Graeme Liebelt
|
196,942
|
|
*
|
|
|
Tom Long
|
44,404
|
|
*
|
|
|
Arun Nayar
|
60,078
|
|
*
|
|
|
David Szczupak
|
149,283
|
|
*
|
|
|
Peter Konieczny
|
490,095
|
*
|
||
|
Michael Casamento
|
906,091
|
|
*
|
|
|
Eric Roegner
|
724,596
|
|
*
|
|
|
Fred Stephan
|
502,665
|
|
*
|
|
|
Michael Zacka
|
719,740
|
|
*
|
|
|
All Executive Officers and Directors as a Group (17 persons)
|
8,693,140
|
|
*
|
*
Indicates less than 1%.
(1)
Includes any ordinary shares that the named individuals may acquire beneficial ownership of within 60 days of September 11,
2024
pursuant to restricted stock units or performance rights or upon exercise of options as follows: Mr. Delia –
636,630
, Mr. Konieczny –
130,700
, Mr. Casamento –
280,332
, Mr. Roegner –
291,880
, Mr. Stephan –
268,538
, and Mr. Zacka –
350,816
. The amounts disclosed
here include securities over which the individual has, or, with another shares, directly or indirectly, voting or investment power, including
ownership by certain relatives and ownership by trusts for the benefit of such relatives.
(2)
Mr. Delia retired as the Company’s Chief Executive Officer and as a member of the Company’s Board of Directors effective April 15,
2024.
|
30
|
Amcor plc | 2024 Proxy Statement
|
Security Ownership
of Certain Beneficial Owners
The only persons known to us to beneficially own, as of September 11,
2024
, more than 5% of our outstanding ordinary shares
are set forth in the following table.
|
Name and Address of Beneficial Owner
|
Number of Shares
Beneficially Owned
(#)
|
Percent of
Outstanding Shares
(%)
|
|
|
BlackRock, Inc.
(1)
50 Hudson Yards
New York, NY 10001
|
118,331,438
|
8.20%
|
|
|
The Vanguard Group
(2)
100 Vanguard Blvd.
Malvern, PA 19355
|
115,833,102
|
8.01%
|
|
|
State Street Corporation
(3)
1 Congress Street, Suite 1
Boston, MA 02114
|
94,664,457
|
6.55%
|
(1)
Based on information contained in a Schedule 13G/A filed by such beneficial holder with the SEC on February 9,
2024
, BlackRock has
sole voting power over 106,915,567 shares, and sole dispositive power over 118,331,438 shares.
(2)
Based on information contained in a Schedule 13G/A filed by such beneficial holder with the SEC on February 13,
2024
, the Vanguard
Group has shared voting power over 21,668,895 shares, sole dispositive power over 89,016,455 shares and shared dispositive power
over 26,816,647 shares.
(3)
Based on information contained in a Schedule 13G/A filed by such beneficial holder with the SEC on January 30,
2024
, State Street
Corporation has shared voting power over 70,456,152 shares and shared dispositive power over 94,612,616 shares.
|
Amcor plc | 2024 Proxy Statement
|
31
|
Delinquent Section 16(a) Reports
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our Directors and Executive Officers, and persons
who own more than 10% of a registered class of our equity securities, such as our ordinary shares, to file with the SEC initial
reports of ownership and reports of changes in ownership of ordinary shares and other equity securities of the Company. To
our knowledge, based solely on a review of the copies of the reports and amendments thereto filed electronically with the SEC
and representations that no other reports were required, we believe that during fiscal
2024
,
no Director, Executive Officer, or
greater than 10% shareholder failed to file on a timely basis the reports required by Section 16(a).
|
32
|
Amcor plc | 2024 Proxy Statement
|
Executive Compensation
Discussion and Analysis
The Executive Compensation Discussion and Analysis section describes the key elements of our compensation program and
fiscal year 2024 compensation decisions for our
named executive officers (“NEOs”).
Named Executive Officers
For fiscal year
2024
(July 1,
2023
– June 30,
2024
), our NEOs were:
|
PETER KONIECZNY
(1)
|
Chief Executive Officer
|
|
RONALD (RON) DELIA
(1)
|
Former Chief Executive Officer
|
|
MICHAEL CASAMENTO
|
Executive Vice President, Finance and Chief Financial Officer
|
|
ERIC ROEGNER
|
President, Amcor Rigid Packaging
|
|
L. FREDERICK (FRED) STEPHAN
(2)
|
Chief Operating Officer, Former President, Amcor Flexibles North America
|
|
MICHAEL ZACKA
|
President, Amcor Flexibles Europe, Middle East & Africa
|
(1)
Mr. Konieczny became Interim Chief Executive Officer upon Mr. Delia’s retirement as Chief Executive Officer effective April 15, 2024.
Mr. Konieczny was appointed as our Chief Executive Officer effective on September 4, 2024.
(2)
Mr. Stephan was appointed as our Chief Operating Officer effective on September 5, 2024.
|
Amcor plc | 2024 Proxy Statement
|
33
|
Introduction and Fiscal Year
2024
Highlights
Our executive compensation framework plays a key role in aligning compensation to business strategy and outcomes that
deliver value to shareholders.
A Compensation Approach Appropriate for a Truly Global Company
We are a truly global company with a diverse group of “Senior Executives” (defined as our NEOs and other executives
reporting to the CEO) working in a range of different countries with responsibilities that extend beyond their respective
geographic locations. Our compensation approach is designed to attract and retain Senior Executives who are global leaders
with the experience and ability to perform in this environment. These same leaders are attractive potential candidates for
competitors both within the packaging sector and other industries –
the largest portion of which are U.S.-based
(as shown in
the chart below).
Location of our Senior Executives
(CEO and direct reports. n =
15
)
United States
46%
Europe
40%
Asia
14%
Emphasis on Variable, Performance-Based, At-Risk Compensation
To ensure we remain competitive as a truly global company, we consider market benchmarks in the major regions in which we
operate. Our remuneration programs aim to maintain appropriate internal relativities despite regional differences, while
ensuring and encouraging global mobility of talent. As set forth in the “Elements of Compensation” section of this proxy, our
programs focus on variable, performance-based, at-risk compensation to incentivize strong performance and delivery of
outcomes that align with the interests of our shareh
olders
.
Variable, Performance-Based, At-Risk Compensation is based on Amcor’s Shareholder Value Creation
Model
Alignment of metrics in incentive plans support delivery of shareholder value.
Amcor Shareholder Value Creation Model
Alignment of metrics in incentive plans support delivery of shareholder value
STI targets include
Cashflow targets to
support reinvestments
and dividends
STI and LTI earnings
(EBIT/EPS) targets
incentivize delivery of year
on year earnings growth
Equity compensation
plans align management
rewards to shareholder
value
SIGNIFICANT
ANNUAL
CASH FLOW
Capital
Expenditure
(~ $500-$600m)
Acquisitions/
share repurchases
(~ $300-$400m)
Dividend
(~ $725m)
Historical yield
~ 4-5%
EPS growth
~ 5-10%
Total
Shareholder Value
(
EPS growth + yield)
10-15% per year
|
34
|
Amcor plc | 2024 Proxy Statement
|
Fiscal Year
2024
Incentive Outcomes - Highlights
Incentive outcomes demonstrate the link between financial performance and incentive outcomes.
|
|
Short Term Incentive
|
Long Term Incentive
|
|
Outcome
|
Some targets met
|
Some targets met
|
|
Highlights
|
•
Safety recordable cases decreased by 12% from fiscal year
2023 and more than 70% of sites were injury free for more than
12 months
•
Net sales of $13,640 million
•
GAAP net income of $730 million
•
Adjusted EPS of 70.2 cps
•
Adjusted EBIT of $1,560 million
•
Adjusted free cash flow of $952 million, up >$100 million or 12%
compared to fiscal year 2023
|
•
Relative Total Shareholder Returns (“TSR”)
performance at median
•
Average 3-year adjusted EPS growth of 2.2%
did not meet the target range of 5-10%
|
Compensation Policy
Compensation Objectives
Our executive compensation strategy, frameworks, and programs are designed to:
•
Align compensation to business strategy and outcomes that deliver value to our shareholders.
•
Drive a high-performance culture by setting challenging objectives and rewarding high-performing individuals.
•
Ensure compensation is competitive in the relevant employment marketplace to support the attraction, engagement, and
retention of executive talent.
Compensation Decision-Making
The Compensation Committee is responsible for determining, in consultation with the Board of Directors, a framework for the
compensation of our Senior Executives. This is to ensure that these executives are motivated to pursue the long-term growth
and success of the Company and that there is a clear relationship between performance and executive compensation. The
CEO reviews the annual compensation levels for each of our other Senior Executives and makes recommendations for any
changes to the Compensation Committee, who ultimately reviews and approves annual compensation levels, taking into
account those recommendations and other considerations it deems appropriate. The Compensation Committee reviews the
annual compensation levels for the CEO and makes recommendations for any changes to the Board of Directors, who
approve any changes. The CEO makes no recommendation with respect to his own compensation
levels
.
The Compensation Committee is also responsible for reviewing leadership talent to ensure that our leaders are of world-class
quality and that succession depth for key leadership roles is sufficient to deliver sustainable business success. It also
undertakes an annual formal evaluation of the performance of the CEO.
Use of Compensation Consultants
Where appropriate, the Compensation Committee seeks advice from independent compensation consultants in determining
appropriate executive compensation actions. The Compensation Committee uses external compensation consultants, FW
Cook and Willis Towers Watson, to understand market practice and review market data relevant for making compensation
determinations for key executive
roles
. During fiscal year
2024
,
FW Cook provided support and guidance to the Compensation
Committee for decisions related to the CEO transition.
Use of Peer Company and Competitive Market Data
Due to the global scope of our business and the unique competitive environment in which we operate, a range of
benchmarking data is used when making individual compensation decisions. At Amcor, compensation for Senior Executives is
determined by reviewing general pay structures for similar roles in relevant markets around the world. Given we are an
international company with a diverse group of Senior Executives, working in a range of different countries, whose
responsibilities extend beyond their own geographic location, we need to be able to attract and retain Senior Executives who
are global leaders with the experience and ability to perform in this environment.
For fiscal year
2024
compensation benchmarking purposes, the Compensation Committee referenced multiple compensation
benchmarks from a carefully selected peer group of U.S. and global companies (the “Compensation Peer Group”) that
|
Amcor plc | 2024 Proxy Statement
|
35
|
compete for selected executive talent with global or regional experience and responsibilities. We review our Compensation
Peer Group on an ongoing basis and update it as necessary. No changes were made to the peer group for fiscal year
2024
.
This approach assists the Compensation Committee in understanding and considering market practice across a number of
international markets when determining competitive pay structures for our executives.
COMPENSATION PEER GROUP:
|
Alcoa Corporation
|
|
Illinois Tool Works, Inc.
|
|
Avery Dennison Corporation
|
|
International Paper Company
|
|
Ball Corporation
|
|
Johnson Controls International, plc
|
|
Berry Global Group, Inc.
|
|
Kimberly-Clark Corporation
|
|
Caterpillar, Inc.
|
|
Nucor Corporation
|
|
Corning, Inc.
|
|
PPG Industries, Inc.
|
|
Crown Holdings, Inc.
|
|
Sealed Air Corporation
|
|
Eastman Chemical Company
|
|
Sherwin Williams Company
|
|
Ecolab, Inc.
|
|
Sonoco Products Company
|
|
Emerson Electric Company
|
|
WestRock Company
|
Elements of Compensation
We compensate our NEOs using a combination of fixed and variable compensation plans. The primary elements of our
executive compensation programs are:
•
Base salaries
•
Short-term incentive (STI); delivered through a combination of cash and deferred equity
•
Long-term incentive (LTI)
Greater emphasis is placed on variable compensation with the CEO receiving
79%
of his target compensation as variable
compensation and the other NEOs receiving
76%
(on average) of their target compensation as variable compensation, as
shown below.
(1)
21%
79%
25%
13%
41%
24%
18%
9%
49%
76%
l
Fixed / Base salary
l
STI (Cash)
l
STI (Deferred equity)
(2)
l
LTI
l
Variable / Performance-based / At-risk
(1)
Represents an average across all NEOs, other than the CEO.
(2)
Deferred component of the STI delivered as units of Amcor shares that are restricted for two years following payment of the cash portion
of the STI.
We believe that these components, taken together, promote the compensation objectives described above.
|
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Amcor plc | 2024 Proxy Statement
|
In determining the amounts payable with respect to each element, and the relative weighting of the various elements for each
of our NEOs, the Compensation Committee considers the compensation elements, weightings and levels generally paid for
similar roles in relevant markets around the world. We do not have a formal policy regarding allocation among types of
compensation other than to ensure overall market competitiveness and to emphasize variable, performance-based, at-risk
compensation. As such, our goal is to award compensation that is competitive in relation to the compensation objectives and in
the best interest of our shareholders.
Base Salaries
Base salary is intended to provide a fixed component of compensation commensurate with each NEO’s seniority, skillset,
experience, role, and responsibilities. Base salaries were not increased as part of the annual review in fiscal year
2024
.
Short-Term Incentive (STI)
We provide our NEOs with a short-term incentive (“STI”) in the form of an annual, performance-based incentive program that
delivers compensation based on achievement of annual business objectives. Part of any STI earned is delivered in restricted
share units (“RSUs”) that are deferred for an additional period of two years (“STI-Deferred Equity Plan Awards”). The use of
STI-Deferred Equity Plan Awards is intended to build equity ownership, to align management incentives with shareholder value
creation and to act as a retention incentive.
Details of the range of potential STI cash payments, the proportion to be received at “target” performance, the actual payments
made, and RSUs awarded under the STI-Deferred Equity Plan Awards in respect of fiscal year
2024
are shown below. The
actual outcomes are based on each NEO’s performance against a selected range of safety, financial, strategy development
and organization development goals both on an Amcor and a business group level. Above-target outcomes are only payable
based on outperformance against selected financial metrics.
|
Name
|
STI %
at Target
(as % of Base
Salary)
|
STI % Range
|
STI %
Actual
|
STI Payment
(USD)
($)
|
Deferred
Equity
Awarded
(USD)
|
Deferred
Equity Award
(No. RSUs)
(2)
|
|
Peter Konieczny
(1)
|
120
%
|
0% to 180% of base salary
|
65
%
|
$961,646
|
$480,823
|
48,766
|
|
Ron Delia
|
120
%
|
0% to 180% of base salary
|
87
%
|
$1,532,785
|
$766,393
|
77,728
|
|
Michael Casamento
|
75
%
|
0% to 150% of base salary
|
61
%
|
$681,693
|
$340,846
|
34,569
|
|
Eric Roegner
|
75
%
|
0% to 150% of base salary
|
14
%
|
$145,634
|
$72,817
|
7,386
|
|
Fred Stephan
|
75
%
|
0% to 150% of base salary
|
50
%
|
$527,237
|
$263,618
|
26,737
|
|
Michael Zacka
|
75
%
|
0% to 150% of base salary
|
32
%
|
$416,841
|
$208,420
|
21,138
|
(1)
Mr. Konieczny
’s STI % at Target and STI % Range as shown above are effective as of April 15, 2024, the date of his appointment as
Chief Executive Officer
. Prior to his appointment, his STI % at Target was 75% of base salary and his STI % Range was 0 to 150% of
base salary.
The STI payment to Mr. Konieczny at the end of the fiscal year was prorated to reflect the period of time he served in each
of the roles during the course of the year.
(2)
Equity allocations were determined based on the volume weighted average price (“VWAP”) of Amcor shares for the five trading days prior
to and including June 30,
2024
(
$9.86
per share). Where STIs are determined in currencies other than USD, the average foreign
exchange rate for the same five-day period was applied to determine the USD equivalent.
|
Amcor plc | 2024 Proxy Statement
|
37
|
The table below also includes a more detailed analysis of the targets and outcomes for the CEO and Chief Financial Officer
(“CFO”).
|
Category
|
Safety Targets
|
|
Financial Targets
|
|
Strategy and Organizational
Development Goals
|
|
|
Weighting
|
5%
|
75-80%
|
15-20%
|
|||
|
Outcome
|
Some targets met
|
|||||
|
Comments
|
•
Safety recordable cases
decreased by 12% from
fiscal year 2023 and more
than 70% of sites were
injury free for more than 12
months
|
•
Net sales of $13,640 million
•
GAAP net income of $730
million
•
Adjusted EPS of 70.2 cps
•
Adjusted EBIT of $1,560
million
•
Adjusted free cash flow of
$952 million (up >$100 million
or 12% on last year)
|
•
Significant progress on talent and
organizational matters, delivery of
strategic projects and advancement of
sustainability agenda
|
The remaining NEOs’ targets and weighting were specific to their scope of accountability and business group.
•
All NEOs had a safety objective to reduce recordable cases.
•
Financial metrics included both consolidated Amcor and business group-specific metrics including earnings, cash flow and
sales growth metrics. Metrics and weighting for each ensured NEOs were incentivized to focus on objectives specific to
their respective business groups.
•
NEOs were assigned strategy and organizational development goals, where applicable to the role, with a focus on talent
and employee engagement.
The performance targets for consolidated Amcor results are consistent with those of the CEO and CFO. Performance targets
related to business group or unit performance are established based on annual operating plans (which are considered
commercially sensitive), and are determined by definitive and objective criteria set at levels intended to be challenging and
require significant leadership effort, substantial achievement, and measurable value creation for payout to occur. We do not
publicly report financial results for businesses within a reportable segment to protect the commercially sensitive nature of that
information and the Company’s competitive positions.
Long-Term Incentive (LTI)
The objective of our LTI plan is to reward the achievement of long-term sustainable business outcomes, which is consistent
with the Company’s objective of value creation for our shareholders.
LTI grants during fiscal year
2024
LTI awards that were granted during fiscal year
2024
consist of a grant of options and performance rights (performance
shares, in the case of U.S. participants) that have a three-year performance period that began July 1,
2023
and will end June
30,
2026
. The performance conditions applicable to this award are adjusted EPS with a RoAFE gateway and relative TSR
measured against a peer group of companies (the “TSR Peer Group”), each as described below:
•
Half of the award is determined based on constant currency adjusted EPS growth over a three-year performance period,
with 5% average annual adjusted EPS growth resulting in 50% of this portion of the award vesting, and 10% average
annual adjusted EPS growth resulting in full vesting of this portion of the award (subject to linear interpolation between
these two points). There is a further condition that Amcor’s adjusted RoAFE is at or above 12%. If average annual
adjusted EPS growth is less than 5%, or RoAFE is less than 12%, this portion of the award will not vest
(1)
.
•
The other half of the award is based on relative TSR performance over a three-year performance period against the TSR
Peer Group, with 35th percentile TSR resulting in 25% of this portion of the award vesting, 50th percentile TSR resulting in
50% of this portion of the award vesting, and 75th percentile TSR resulting in full vesting of this portion of the award
(subject to linear interpolation between these points). There is no vesting of this portion of the award for performance
below the 35th percentile.
|
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Amcor plc | 2024 Proxy Statement
|
The combination of adjusted EPS with a RoAFE condition ensures that management is rewarded for achieving profitable
growth while sustaining strong returns. The use of relative TSR provides alignment with a shareholder’s perspective of the
Company’s relative performance against peer companies.
The table below shows the TSR Peer Group for the LTI granted in fiscal year
2024
:
TSR PEER GROUP
(2)
:
|
Ansell Limited
|
General Mills, Inc.
|
PepsiCo, Inc.
|
|
AptarGroup, Inc.
|
Graphic Packaging International, Inc.
|
Sealed Air Corporation
|
|
Avery Dennison Corporation
|
Huhtamäki Oyj
|
Silgan Holdings, Inc.
|
|
Ball Corporation
|
International Paper Company
|
Sonoco Products Company
|
|
Berry Global Group, Inc.
|
Johnson & Johnson
|
The Procter & Gamble Company
|
|
Brambles Limited
|
Kraft Heinz
|
Treasury Wine Estates Limited
|
|
Coles Group Limited
|
Mondelez International, Inc.
|
Unilever PLC
|
|
Conagra Brands, Inc.
|
Nestlé S.A.
|
Wesfarmers Limited
|
|
Crown Holdings, Inc.
|
O-I Glass, Inc.
|
WestRock Company
|
|
Danone S.A.
|
Orora Limited
|
Woolworths Group Limited
|
(1)
The Board has flexibility to adjust the EPS and RoAFE hurdles, or adjust the structure of these hurdles, to ensure they remain appropriate
in the event of material events or strategic initiatives that affect the relevance of the performance conditions.
(2)
Certain events may occur (e.g. M&A, public to private transactions) that could affect the composition of the peer group. The Board has,
accordingly, retained discretion to determine how those events will be treated at the time they arise. This may result in the alteration of
the composition of the peer group from time to time. The Board also retains the discretion to deal with any other material event that
affects the relevance of any member in the peer group.
LTI vested during fiscal year
2024
LTI awards that vested during fiscal year
2024
were granted in
2021
and had a three-year performance period that ended on
June 30,
2024
. The performance conditions applicable to this plan were relative TSR and adjusted EPS with a RoAFE
gateway. Relative TSR performance against the TSR Peer Group was at the
50th
percentile resulting in
25%
vesting under this
metric. Average adjusted EPS performance was
2.2%
, resulting in no vesting under this metric. The RoAFE gateway was met.
This resulted in a total vesting of
25%
of this LTI award.
|
Amcor plc | 2024 Proxy Statement
|
39
|
Policies and Practices Relating to the Timing of Equity Awards
We generally grant annual equity-based awards during the first quarter of our fiscal year, on a predetermined date following
our Compensation Committee’s approval of the awards, although such timing may change from year to year. The Committee
also may consider and approve interim or mid-year grants, or grants made on another basis, from time to time based on
business needs, changing compensation practices or other factors, in the discretion of the Committee. The Committee does
not take into account material nonpublic information in determining the timing and terms of equity-based awards, and we have
not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
Senior Executive Retention Share Plan (“SERSP”)
We use the SERSP
on a limited basis at recruitment to replace existing awards from previous employers or as a retention
mechanism for selected executives.
In connection with our CEO transition (as set forth in the “Employment Agreements” section of this proxy) the Compensation
Committee and the Board approved awards for
Messrs. Konieczny, Casamento, Roegner, Stephan, and Zacka
to provide an
effective retention incentive while the Board conducted a thorough search process to identify a successor for the CEO role and
for a transition period following the appointment of the successful candidate. Details on these grants are set forth in the “2024
Grants of Plan-Based Awards” section of this proxy.
|
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|
Amcor plc | 2024 Proxy Statement
|
Employment Agreements
Each of our NEOs has entered into an executive services agreement, which generally provides for compensation terms
(including base salary, STI and LTI opportunity, and in limited circumstances, retention incentives), and other perquisites and
benefits described elsewhere in the “Executive Compensation Discussion and Analysis” section. The executive services
agreements generally require a 12-month notice period to terminate the services agreement, although the Company may
waive any portion of the notice period. The Company may summarily terminate the employment of a NEO (without notice or
severance payments) (a “cause” termination) immediately if the NEO commits: (a) a serious or persistent breach of any of the
terms or conditions of the executive’s employment; (b) any negligent act the executive commits in connection with the
performance of the duties of the executive’s role; (c) any conduct or act which, in the reasonable opinion of the Company,
brings the Company into disrepute; (d) any criminal offense for which the executive is convicted which, in the reasonable
opinion of the Company, impairs the executive’s ability to perform his or her duties; (e) any wrongful or dishonest or fraudulent
act or conduct which, in the reasonable opinion of the Company, brings the Company into disrepute; or (f) any other act which
would entitle the Company to dismiss the executive summarily.
Furthermore, the executive services agreements include obligations relating to conflicts of interest, confidential information,
intellectual property, and competitive activity following a termination of employment for any reason, for the restricted period
specified in each executive services agreement.
CEO Transition
During fiscal year 2024, in connection with Mr. Konieczny’s appointment as Interim CEO, he entered into a letter agreement
(the “Interim CEO Letter Agreement”) setting forth employment and compensation terms relating to his role as Interim CEO.
Pursuant to the terms of the Interim CEO Letter Agreement, effective April 15, 2024, Mr. Konieczny received an increased
annualized base salary of CHF 1,580,190 and participated in the STI at the level and terms previously provided to the former
CEO, Mr. Delia, including a target percentage of 120% of base salary and payouts ranging from 0 to 180% of base salary, and
the same performance goals as previously set for Mr. Delia. Mr. Konieczny continued to participate in our STI-Deferred Equity
Plan with an annual grant valued at 50% of the cash STI payout paid to him and delivered in the form of time-based RSUs. He
also continued to participate in our LTI with grants made to him based on a grant date fair value of 200% of his base salary. Mr.
Konieczny also received a retention grant of 170,000 RSUs with a vesting period that continues to February 2026.
In connection with Mr. Konieczny’s appointment to the role of CEO effective September 4, 2024, he entered into a letter
agreement (the “CEO Letter Agreement”) that sets forth employment and compensation terms relating to his role as the CEO,
and which incorporates certain terms of Mr. Konieczny’s executive services agreement. The CEO Letter Agreement confirms
that Mr. Konieczny will report to the Board in his role as CEO. Mr. Konieczny’s compensation remained unchanged, except that
his LTI grant level was increased from 200% to 250% of base salary, consistent with that provided to Mr. Delia. The CEO Letter
Agreement supersedes and cancels the Interim CEO Letter Agreement.
If we were to terminate Mr. Konieczny without cause, or if Mr. Konieczny were to terminate his employment as a good leaver
(defined generally to include experiencing certain material reductions to compensation or material negative changes to duty,
authority or responsibility), each while he is serving as CEO, then he would be entitled to: (1) 12 months of base salary; (2) any
STI payment previously earned at the time of termination, paid entirely in cash; (3) a pro-rated portion of the STI award earned
for the performance period during which the termination occurs, paid entirely in cash; (4) the vesting in full of all outstanding
RSUs granted to him under the STI-Deferred Equity Plan within 30 days after the employment termination date and the vesting
in full of the RSUs granted to him at the time he became Interim CEO within 30 days following cessation of active employment;
and (5) any other equity awards for which he has completed one-half of the performance or vesting period as of the
termination date will continue to vest according to their terms on a pro-rated basis.
In connection with Mr. Delia’s retirement, he entered into a Transition and Release Agreement (the “Transition and Release
Agreement”). The Transition and Release Agreement provides for the following, in exchange for Mr. Delia’s execution of a
general release of claims and continued compliance with certain covenants: (1) continued base salary through September 30,
2024, the date of his expected retirement (the “Retirement Date”); (2) the right to receive the cash bonus under the STI plan
(including any portion due under the STI - Deferred Equity plan which will be settled in cash)
for fiscal year 2024; (3) the
continued right to vest in any equity awards for which the vesting date occurs prior to the Retirement Date (contingent on any
requirements for vesting being met); (4) a payment in an amount equal to six months’ base salary following the Retirement
Date; (5) the right to receive a pro-rated STI award for fiscal year 2025, if any is earned, to be paid at the same time such
bonuses are otherwise paid; (6) relocation assistance; (7) our coverage of the employer portion of any applicable premium for
continued health care coverage pursuant to COBRA for a period of 12 months following the Retirement Date; (8) tax support
services through calendar years 2023, 2024, 2025, and 2026; (9) the vesting in full within 30 days after the Retirement Date of
the outstanding RSUs under the STI-Deferred Equity Plan; (10) the right to exercise vested stock options for 90 days after the
Retirement Date and continued vesting on a pro-rated basis of outstanding stock option awards and performance share
awards, assuming that performance conditions are met, with any stock options vesting after the Retirement Date remaining
exercisable for 90 days after the vesting date; and (11) career transition assistance at our expense for a period of 12 months.
Mr. Delia will not receive any grants of additional equity awards under the STI-Deferred Equity Plan or our LTI plan, nor will he
receive an allocation of employer contributions under our non-qualified deferred compensation plan for the 2024 calendar year.
|
Amcor plc | 2024 Proxy Statement
|
41
|
The Transition and Release Agreement contains customary restrictive covenants relating to non-competition, non-solicitation,
non-disparagement, and confidentiality, for which the payments described above will serve as consideration.
Chief Operating Officer Letter Agreement
On September 5, 2024, in connection with Mr. Stephan’s appointment to the Chief Operating Officer (“COO”) role, he entered
into a letter agreement (the “COO Letter Agreement”) that sets forth employment and compensation terms relating to his role
as the COO, and which incorporates certain terms of Mr. Stephan’s executive services agreement. Pursuant to the terms of
the COO Letter Agreement, Mr. Stephan will receive an annualized base salary of USD 1,150,000. He will continue to
participate in the STI including a target percentage of 100% of base salary and payouts ranging from 0 to 200% of base salary
based on individual and Company performance. Mr. Stephan will continue to participate in our STI-Deferred Equity Plan with
an annual grant valued at 50% of the cash STI payout paid to him and delivered in the form of time-based RSUs. He will also
continue to participate in our LTI with grants made to him based on a grant date fair value of 225% of his base salary. If we
were to terminate Mr. Stephan other than for cause while he is serving as COO, then he would be entitled to severance
equivalent to twelve months’ base salary. The notice period for Mr. Stephan to terminate his employment as identified under
his executive services agreement has been changed to six months’ written notice.
Minimum Shareholding Policy
A minimum shareholding policy is in place in order to strengthen alignment of the interests of our NEOs with value creation for
our shareholders. Under the minimum shareholding policy, the CEO and each of their direct reports, including each of our
NEOs, must build and maintain a minimum shareholding of Amcor shares. Our CEO is required to acquire and maintain
ownership of Amcor shares (excluding vested and unvested options and unvested shares) with a value equivalent to 300% of
base salary, and each of our CEO’s direct reports, including each of our other NEOs, are required to acquire and maintain
ownership of Amcor shares (excluding vested and unvested options and unvested shares) with a value equivalent to 200% of
base salary. These executives are required to attain these minimum shareholding requirements progressively within five years
of becoming subject to the minimum shareholding policy.
Hedging and Pledging Policy
Our equity award agreements contain a provision restricting participants from hedging or pledging the value of the award or
entering into a derivative agreement in respect of the award. Equity award recipients include all of our executive officers,
Directors and certain employees. Any breach of the hedging or pledging restriction could result in cancellation or forfeiture of
the award, at the discretion of the Board. In addition, our Insider Trading Policy prohibits members of the Board and senior
personnel of the Company from short-selling or trading in derivative securities related to Amcor’s equity securities, with the
exception of trading in derivative securities received pursuant to a Company compensatory or benefit plan.
Insider Trading Policy
Our Board of Directors has
adopted
an Insider Trading Policy which governs the purchase, sale, and/or other dispositions of
our securities by our directors, officers, other key employees, and covered persons which we believe is reasonably designed to
ensure compliance with applicable insider trading rules, regulations, and listing standards. For more information, please see
the description of our Insider Trading Policy in our most recent Annual Report on Form 10-K.
Compensation Recovery Policy
Effective as of October 2,
2023
, we adopted a compensation recovery policy (“Compensation Recovery Policy”) governing the
recovery of erroneously awarded incentive-based compensation consistent with the requirements of the SEC and the NYSE.
The Compensation Recovery Policy provides that, if we are required to prepare a qualifying accounting restatement, then,
unless an exception applies, we will recover reasonably promptly the excess of (1) the amount of incentive-based
compensation received by a person who served as a covered officer at any time during the applicable performance period
during the three completed years immediately preceding the date we are required to prepare the accounting restatement over
(2) the amount that would have been received had it been determined based on the restated financials. The Compensation
Recovery Policy applies to incentive-based compensation received by a covered officer on or after October 2, 2023.
In addition to the Compensation Recovery Policy, a clawback policy is in place that allows the Board of Directors to cancel
awards in the event of fraud, dishonesty, breach of obligations, financial misstatements, or if awards were made on the basis
of a misrepresentation or an omission, or on the basis of facts or circumstances that were later proven to be untrue or
inaccurate.
|
42
|
Amcor plc | 2024 Proxy Statement
|
Compensation Committee Report
The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item
402(b) of Regulation S-K with management, and, based on such review and discussion, the Compensation Committee
recommended to the Board that the Compensation Discussion and Analysis be included in the proxy statement.
The Compensation Committee:
Nicholas T. Long (Tom) (Chair)
Achal Agarwal
Andrea Bertone
Lucrèce Foufopoulos-De Ridder
|
Amcor plc | 2024 Proxy Statement
|
43
|
Executive Compensation Tables
2024
Summary Compensation Table
The following table sets forth summary information concerning the compensation earned by our NEOs during fiscal years
2024
,
2023
, and
2022
. Movements in exchange rates also have an impact on amounts reported for certain NEOs who are not
paid in U.S. dollars.
Please note that the “Stock Awards” values for fiscal year 2024 for our NEOs (other than Mr. Delia) reflect the impact of one-
time retention grants made in connection with our CEO transition, as outlined in the section above titled “Senior Executive
Retention Share Plan”. These one-time retention grants substantially increased the “Total” compensation values shown for
fiscal year 2024, even though they were granted as an exception to our regular annual compensation process and the NEOs
will not realize any value from the grants unless they satisfy the vesting schedule that runs through February 2026.
Excluding the value of the one-time retention grants, the fiscal year 2024 “Total” compensation values would be as follows:
$5,961,119 for Mr. Konieczny, $4,927,889 for Mr. Casamento, $3,386,588 for Mr. Roegner, $4,003,691 for Mr. Stephan and
$5,215,908 for Mr. Zacka.
|
Name and Principal Position
|
Fiscal
Year
|
Salary
($)
|
Stock
Awards
($)
(4)
|
Option
Awards
($)
(4)
|
Non-Equity
Incentive Plan
Compensation
($)
(5)
|
All Other
Compensation
($)
(6)
|
Total
($)
|
|
|
Peter Konieczny
(1)(2)
Chief Executive Officer
|
2024
|
1,474,000
|
4,049,852
|
660,765
|
961,646
|
334,656
|
7,480,919
|
|
|
Ron Delia
(1)
Former Chief Executive Officer
|
2024
|
1,755,767
|
4,032,292
|
1,052,990
|
1,532,785
|
603,495
|
8,977,329
|
|
|
2023
|
1,742,877
|
3,459,902
|
1,120,168
|
316,038
|
667,010
|
7,305,995
|
||
|
2022
|
1,696,203
|
4,371,997
|
1,101,918
|
2,045,554
|
657,086
|
9,872,758
|
||
|
Michael Casamento
(2)
Executive Vice President, Finance
and Chief Financial Officer
|
2024
|
1,126,883
|
3,611,194
|
534,905
|
681,693
|
584,814
|
6,539,489
|
|
|
2023
|
1,057,240
|
1,614,678
|
533,524
|
83,617
|
540,332
|
3,829,391
|
||
|
2022
|
980,909
|
2,163,512
|
545,799
|
1,008,824
|
599,371
|
5,298,416
|
||
|
Eric Roegner
President, Amcor Rigid Packaging
|
2024
|
1,021,996
|
2,162,136
|
490,245
|
145,634
|
135,377
|
3,955,388
|
|
|
2023
|
1,016,945
|
1,595,205
|
521,572
|
114,975
|
168,355
|
3,417,052
|
||
|
2022
|
997,005
|
1,800,880
|
518,193
|
450,881
|
260,945
|
4,027,904
|
||
|
Fred Stephan
(3)
Chief Operating Officer, Former
President, Amcor Flexibles North
America
|
2024
|
1,045,440
|
3,430,772
|
501,555
|
527,237
|
110,287
|
5,615,291
|
|
|
2023
|
1,027,194
|
1,727,557
|
533,690
|
309,374
|
163,543
|
3,761,358
|
||
|
2022
|
947,025
|
2,062,488
|
500,649
|
1,081,256
|
29,800
|
4,621,218
|
||
|
Michael Zacka
(2)
President, Amcor Flexibles
Europe, Middle East & Africa
|
2024
|
1,312,098
|
3,751,404
|
622,775
|
416,841
|
724,390
|
6,827,508
|
|
|
2023
|
1,231,008
|
1,957,705
|
621,338
|
253,010
|
672,450
|
4,735,510
|
||
|
2022
|
1,206,444
|
2,456,386
|
635,583
|
1,049,371
|
718,323
|
6,066,106
|
(1)
Mr. Konieczny became Interim Chief Executive Officer upon Mr. Delia’s retirement as Chief Executive Officer effective April 15, 2024. Mr.
Konieczny was appointed as our Chief Executive Officer effective on September 4, 2024.
(2)
Where NEOs are paid in a currency other than USD, the amount is converted to USD using the average exchange rate for the fiscal year.
Messrs. Konieczny, Casamento, and Zacka
are paid
in
CHF (1 CHF = 1.1271 USD)
.
(3)
Mr. Stephan was appointed as our Chief Operating Officer effective on September 5, 2024.
|
44
|
Amcor plc | 2024 Proxy Statement
|
(4)
The amounts in these columns represents the grant-date fair value of performance rights/shares (in the “Stock Awards” column) and
options (in the “Option Awards” column) granted under the LTI for fiscal year
2024
, as well as the restricted share units granted under the
STI-Deferred Equity Plan and units granted in connection with our CEO transition (as outlined in the section above titled “Senior
Executive Retention Share Plan (“SERSP”)”), in each case as determined pursuant to Accounting Standards Codification Topic 718. STI-
Deferred Equity Plan awards were calculated as
50%
of the short-term cash incentive payments. Where short-term cash incentive
payments were determined in currencies other than USD, the average foreign exchange rate for the five trading days prior to and
including June 30,
2024
was applied to determine the USD equivalent. Equity allocations under the STI-Deferred Equity Plan were
determined based on the VWAP of Amcor shares for the five trading days prior to and including June 30,
2024
(
$9.86
per share). The LTI
allocations represent the grant-date fair value of these awards. As disclosed in the footnotes to the Company’s financial statements in its
Annual Report on Form 10-K for the year ended June 30, 2024, the fair value of share options was determined using the Black-Scholes
option pricing mod
el and/or Monte Carlo simulations and the fair value of performance rights/shares was determined using discounting
and Monte Carlo simulations.
(5)
Amounts represent STI payments earned for fiscal year 2024 (excluding the value of STI-Deferred Equity Plan Awards). For a description
of the methodology applied in determining the STI payments, refer to the section above “Elements of Compensation - Short-Term
Incentive (STI).” Where STI payments were determined in currencies other than USD, the average foreign exchange rate for the five
trading days prior to and including June 30,
2024
was applied to determine the USD equivalent for fiscal year
2024
.
(6)
The elements of compensation included in the “All Other Compensation” column for fiscal year
2024
are set forth in the “
2024
Benefits,
Relocation Expenses, Plan Contributions and Tax-Related Payments (the “All Other Compensation” Column)” table below.
2024
Benefits, Relocation Expenses, Plan Contributions and Tax-Related
Payments (the “All Other Compensation” Column)
|
Name
|
Fiscal
Year
|
Non-Monetary
Benefits
($)
(1)
|
Relocation
& Expatriate
Expenses
($)
(2)
|
Taxes Paid by
Employer Related
to Relocation &
Expatriate
Expenses
($)
|
Employer
Contributions
to Defined
Contribution
Plans
($)
|
Other
($)
|
Total
($)
|
|
|
Peter Konieczny
|
2024
|
113,371
|
—
|
1,065
|
220,220
|
—
|
334,656
|
|
|
Ron Delia
|
2024
|
35,810
|
200,598
|
158,906
|
203,909
|
4,272
|
603,495
|
|
|
Michael Casamento
|
2024
|
39,060
|
202,885
|
122,796
|
217,818
|
2,254
|
584,814
|
|
|
Eric Roegner
|
2024
|
22,008
|
—
|
—
|
111,222
|
2,147
|
135,377
|
|
|
Fred Stephan
|
2024
|
14,400
|
—
|
—
|
94,201
|
1,686
|
110,287
|
|
|
Michael Zacka
|
2024
|
69,439
|
244,139
|
190,592
|
220,220
|
—
|
724,390
|
(1)
These benefits include costs such as healthcare, company car costs, and tax advisory costs to assist with the filing of domestic and
foreign tax returns.
(2)
Expenses associated with relocation and expatriate expenses may include a combination of (i) relocation costs and (ii) ongoing benefits
related to that relocation.
|
Amcor plc | 2024 Proxy Statement
|
45
|
2024
Grants of Plan-Based Awards
The table below sets forth information regarding grants of plan-based awards made t
o ou
r NEOs during fiscal year
2024
.
|
|
|
|
|
Estimated Future Payouts Under
Non-Equity Incentive
Plan Awards
|
|
Estimated Future Payouts
Under Equity Incentive
Plan Awards
|
All Other
Stock
Awards:
Number
of Shares
of Stock
or Units
(#)
|
Exercise
or Base
Price of
Option
Awards
($/Share)
|
Grant
Date Fair
Value of
Stock and
Options
Awards
(6)
|
||||
|
Name
|
Grant
Type
|
Grant
Date
|
Award
(Approval)
Date
|
Threshold
($)
|
Target
($)
|
Max
($)
|
|
Threshold
(#)
|
Target
(#)
|
Max
(#)
|
|||
|
Peter
Konieczny
|
STI-Cash
(1)
|
0
|
2,137,317
|
3,205,976
|
|||||||||
|
STI-
Deferred
Equity
(2)
|
$0
|
$1,068,659
|
$1,602,988
|
||||||||||
|
LTI
(3)
|
9/15/23
|
8/09/23
|
40,213
|
160,850
|
321,700
|
2,049,229
|
|||||||
|
LTI
(4)
|
9/15/23
|
8/09/23
|
56,963
|
227,850
|
455,700
|
9.35
|
660,765
|
||||||
|
SERSP
(5)
|
4/15/24
|
3/15/24
|
170,000
|
1,519,800
|
|||||||||
|
Ron Delia
|
STI-Cash
(1)
|
0
|
2,106,920
|
3,160,381
|
|||||||||
|
STI-
Deferred
Equity
(2)
|
$0
|
$1,053,460
|
$1,580,190
|
||||||||||
|
LTI
(3)
|
9/15/23
|
8/09/23
|
64,088
|
256,350
|
512,700
|
3,265,899
|
|||||||
|
LTI
(4)
|
9/15/23
|
8/09/23
|
90,775
|
363,100
|
726,200
|
9.35
|
1,052,990
|
||||||
|
Michael
Casamento
|
STI-Cash
(1)
|
0
|
845,163
|
1,690,325
|
|||||||||
|
STI-
Deferred
Equity
(2)
|
$0
|
$422,581
|
$845,163
|
||||||||||
|
LTI
(3)
|
9/15/23
|
8/09/23
|
32,550
|
130,200
|
260,400
|
1,658,748
|
|||||||
|
LTI
(4)
|
9/15/23
|
8/09/23
|
46,113
|
184,450
|
368,900
|
9.35
|
534,905
|
||||||
|
SERSP
(5)
|
3/15/24
|
3/15/24
|
170,000
|
1,611,600
|
|||||||||
|
Eric
Roegner
|
STI-Cash
(1)
|
0
|
766,497
|
1,532,994
|
|
||||||||
|
STI-
Deferred
Equity
(2)
|
|
$0
|
$383,249
|
$766,497
|
|||||||||
|
LTI
(3)
|
9/15/23
|
8/09/23
|
|
29,838
|
119,350
|
238,700
|
1,520,519
|
||||||
|
LTI
(4)
|
9/15/23
|
8/09/23
|
|
42,263
|
169,050
|
338,100
|
9.35
|
490,245
|
|||||
|
SERSP
(5)
|
3/15/24
|
3/15/24
|
60,000
|
568,800
|
|||||||||
|
Fred
Stephan
|
STI-Cash
(1)
|
0
|
784,080
|
1,568,160
|
|
||||||||
|
STI-
Deferred
Equity
(2)
|
|
$0
|
$392,040
|
$784,080
|
|||||||||
|
LTI
(3)
|
9/15/23
|
8/09/23
|
|
30,525
|
122,100
|
244,200
|
1,555,554
|
||||||
|
LTI
(4)
|
9/15/23
|
8/09/23
|
|
43,238
|
172,950
|
345,900
|
9.35
|
501,555
|
|||||
|
SERSP
(5)
|
3/15/24
|
3/15/24
|
170,000
|
1,611,600
|
|||||||||
|
Michael
Zacka
|
STI-Cash
(1)
|
0
|
984,073
|
1,968,146
|
|
||||||||
|
STI-
Deferred
Equity
(2)
|
|
$0
|
$492,037
|
$984,073
|
|||||||||
|
LTI
(3)
|
9/15/23
|
8/09/23
|
|
37,900
|
151,600
|
303,200
|
1,931,384
|
||||||
|
LTI
(4)
|
9/15/23
|
8/09/23
|
53,688
|
214,750
|
429,500
|
9.35
|
622,775
|
||||||
|
SERSP
(5)
|
3/15/24
|
3/15/24
|
|
170,000
|
1,611,600
|
||||||||
(1)
R
epresents the cash component of the incentive compensation opportunity available under the STI Plan for fiscal year
2024
. Payments
under this plan may range from zero through to maximum depending on performance against various financial and individual targets
included in the individual’s scorecard.
|
46
|
Amcor plc | 2024 Proxy Statement
|
(2)
Represents the value of the grant date opportunity under the STI - Deferred Equity Plan component for fiscal year
2024
. The award is
calculated as
50%
of the STI cash component and therefore may range from zero through to maximum depending on performance
against various financial and individual targets included in the individual’s scorecard. Equity allocations are determined based on the
VWAP of Amcor shares for the five trading days prior to and including June 30 of each fiscal year.
(3)
Represents the issuance of performance rights/shares under the LTI for fiscal year
2024
that will vest in fiscal year
2027
, subject to
performance conditions which are outlined in the section above “Elements of Compensation – Long-Term Incentive (LTI)”.
(4)
Represents the issuance of options under the LTI for fiscal year
2024
that will vest in fiscal year
2027
, subject to performance conditions
which are outlined in the section above “Elements of Compensation – Long-Term Incentive (LTI)”.
(5)
Represents the issuance of RSUs under the SERSP in connection with our CEO transition as described in the section above “Senior
Executive Retention Share Plan (“SERSP”)” that will vest on February 27, 2026.
(6)
Represents the grant date fair value of these awards, calculated pursuant to Accounting Standards Codification Topic 718 as disclosed in
the footnotes to the Company’s financial statements in its Annual Report on Form 10-K for the year ended June 30, 2024.
|
Amcor plc | 2024 Proxy Statement
|
47
|
Outstanding Equity Awards at
2024
Fiscal Year-End
The table below sets forth information regarding equity awards outstanding as of June 30,
2024
.
Importantly, there is no change to the annual vesting schedule as only one LTI grant will vest each fiscal year, or to the actual
realized compensation for the CEO or other named executive officers in any one fiscal year.
|
|
|
|
Option Awards
|
Stock Awards
|
||||||||
|
Name
|
Plan
|
Grant
Year
|
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
|
Equity
Incentive
Plan Awards:
Number of
Unearned
Options That
Have Not
Vested
(1)
(#)
|
Option
Exercise
Price
($/share)
|
Option
Expiration
Date
|
Number
of Shares
or Units
of Stock
That Have
Not
Vested
(2)
(#)
|
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
(3)
($)
|
Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
(1)
(#)
|
Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
(3)
($)
|
||
|
Peter
Konieczny
|
Short-
Term
Incentive
- Deferred
Equity
|
2024
(4)
|
18,214
|
178,133
|
||||||||
|
2023
(5)
|
50,237
|
491,318
|
||||||||||
|
Long-
Term
Incentive
|
2024
(6)
|
455,700
|
9.35
|
9/15/33
|
321,700
|
3,146,226
|
||||||
|
2023
(7)
|
397,100
|
11.79
|
10/31/28
|
237,700
|
2,324,706
|
|||||||
|
2022
(8)
|
130,700
|
12.40
|
10/31/27
|
|||||||||
|
2021
(9)
|
241,527
|
11.21
|
10/31/26
|
|||||||||
|
SERSP
|
2024
(11)
|
170,000
|
1,662,600
|
|||||||||
|
Ron Delia
|
Short-
Term
Incentive
- Deferred
Equity
|
2024
(4)
|
15,921
|
155,707
|
||||||||
|
2023
(5)
|
82,452
|
806,381
|
||||||||||
|
Long-
Term
Incentive
|
2024
(6)
|
726,200
|
9.35
|
9/15/33
|
512,700
|
5,014,206
|
||||||
|
2023
(7)
|
674,800
|
11.79
|
10/31/28
|
403,900
|
3,950,142
|
|||||||
|
2022
(8)
|
213,550
|
12.40
|
10/31/27
|
|||||||||
|
2021
(9)
|
407,159
|
11.21
|
10/31/26
|
|||||||||
|
2020
(10)
|
2,407,772
|
9.81
|
10/31/25
|
|||||||||
|
48
|
Amcor plc | 2024 Proxy Statement
|
|
|
|
|
Option Awards
|
Stock Awards
|
||||||||
|
Name
|
Plan
|
Grant
Year
|
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
|
Equity
Incentive
Plan Awards:
Number of
Unearned
Options That
Have Not
Vested
(1)
(#)
|
Option
Exercise
Price
($/share)
|
Option
Expiration
Date
|
Number
of Shares
or Units
of Stock
That Have
Not
Vested
(2)
(#)
|
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
(3)
($)
|
Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
(1)
(#)
|
Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
(3)
($)
|
||
|
Michael
Casamento
|
Short-
Term
Incentive
- Deferred
Equity
|
2024
(4)
|
4,213
|
41,203
|
||||||||
|
2023
(5)
|
40,664
|
397,694
|
||||||||||
|
Long-
Term
Incentive
|
2024
(6)
|
368,900
|
9.35
|
9/15/33
|
260,400
|
2,546,712
|
||||||
|
2023
(7)
|
321,400
|
11.79
|
10/31/28
|
192,400
|
1,881,672
|
|||||||
|
2022
(8)
|
105,775
|
12.40
|
10/31/27
|
|||||||||
|
2021
(9)
|
174,557
|
11.21
|
10/31/26
|
|||||||||
|
SERSP
|
2024
(11)
|
170,000
|
1,662,600
|
|||||||||
|
Eric
Roegner
|
Short-
Term
Incentive
- Deferred
Equity
|
2024
(4)
|
5,792
|
56,646
|
||||||||
|
2023
(5)
|
18,174
|
177,742
|
||||||||||
|
Long-
Term
Incentive
|
2024
(6)
|
338,100
|
9.35
|
9/15/33
|
238,700
|
2,334,486
|
||||||
|
2023
(7)
|
314,200
|
11.79
|
10/31/28
|
188,100
|
1,839,618
|
|||||||
|
2022
(8)
|
100,425
|
12.40
|
10/31/27
|
|||||||||
|
2021
(9)
|
191,445
|
11.21
|
10/31/26
|
|||||||||
|
2020
(10)
|
400,000
|
9.81
|
10/31/25
|
|||||||||
|
SERSP
|
2024
(11)
|
60,000
|
586,800
|
|||||||||
|
Amcor plc | 2024 Proxy Statement
|
49
|
|
|
|
|
Option Awards
|
Stock Awards
|
||||||||
|
Name
|
Plan
|
Grant
Year
|
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
|
Equity
Incentive
Plan Awards:
Number of
Unearned
Options That
Have Not
Vested
(1)
(#)
|
Option
Exercise
Price
($/share)
|
Option
Expiration
Date
|
Number
of Shares
or Units
of Stock
That Have
Not
Vested
(2)
(#)
|
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
(3)
($)
|
Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
(1)
(#)
|
Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
(3)
($)
|
||
|
Fred
Stephan
|
Short-
Term
Incentive
- Deferred
Equity
|
2024
(4)
|
15,585
|
152,421
|
||||||||
|
2023
(5)
|
43,583
|
426,242
|
||||||||||
|
Long-
Term
Incentive
|
2024
(6)
|
345,900
|
9.35
|
9/15/33
|
244,200
|
2,388,276
|
||||||
|
2023
(7)
|
321,500
|
11.79
|
10/31/28
|
192,400
|
1,881,672
|
|||||||
|
2022
(8)
|
97,025
|
12.40
|
10/31/27
|
|||||||||
|
2021
(9)
|
171,513
|
11.21
|
10/31/26
|
|||||||||
|
SERSP
|
2024
(11)
|
170,000
|
1,662,600
|
|||||||||
|
Michael
Zacka
|
Short-
Term
Incentive
- Deferred
Equity
|
2024
(4)
|
12,746
|
124,656
|
||||||||
|
2023
(5)
|
42,298
|
413,674
|
||||||||||
|
Long-
Term
Incentive
|
2024
(6)
|
429,500
|
9.35
|
9/15/33
|
303,200
|
2,965,296
|
||||||
|
2023
(7)
|
374,300
|
11.79
|
10/31/28
|
224,000
|
2,190,720
|
|||||||
|
2022
(8)
|
123,175
|
12.40
|
10/31/27
|
|||||||||
|
2021
(9)
|
227,641
|
11.21
|
10/31/26
|
|||||||||
|
SERSP
|
2024
(11)
|
170,000
|
1,662,600
|
|||||||||
(1)
Reflects outstanding performance rights/shares and options under the LTI plan. Awards vest based on adjusted EPS growth with a
RoAFE hurdle and TSR performance.
(2)
Reflects outstanding time-based RSUs under the STI – Deferred Equity plan.
(3)
Market value is determined by multiplying the number of units by Amcor’s share price at end of fiscal year
2024
(
$9.78
).
(4)
Time-based RSUs awarded on September 15, 2023 that will vest by September 1, 2025.
(5)
Time-based RSUs awarded on September 15, 2022 vested on August 28, 2024.
(6)
Performance rights/shares and options awarded on September 15, 2023 that would be earned based on achieving maximum level of
performance.
(7)
Performance rights/shares and options awarded on September 15, 2022 that would be earned based on achieving maximum level of
performance.
(8)
Unexercised options awarded on September 15, 2021 and vested on August 28, 2024.
(9)
Unexercised options awarded on September 15, 2020 and vested on August 28, 2023.
(10)
Unexercised options awarded on November 11, 2019 and vested on August 26, 2022.
(11)
Time-based RSUs awarded as outlined in the section above “Senior Executive Retention Share Plan (“SERSP”)” that will vest on
February 27, 2026.
|
50
|
Amcor plc | 2024 Proxy Statement
|
2024
Option Exercises and Stock Vested
The table below sets forth certain information with respect to the exercise of options and the vesting of performance rights/
shares and restricted share units (“RSUs”) held by our NEOs during fiscal year
2024
.
|
|
Option Awards
|
|
Stock Awards
|
|||
|
Name
|
Number of Shares
Acquired on
Exercise
(#)
|
Value Realized
on Exercise
($)
|
|
Number of Shares
Acquired on Vesting
of Performance
Rights/Shares and RSUs
(#)
|
Value Realized
on Vesting
($)
|
|
|
Peter Konieczny
|
—
|
—
|
186,525
|
1,796,442
|
||
|
Ron Delia
|
—
|
—
|
|
314,770
|
2,965,133
|
|
|
Michael Casamento
|
—
|
—
|
|
139,148
|
1,336,865
|
|
|
Eric Roegner
|
—
|
—
|
|
150,574
|
1,418,407
|
|
|
Fred Stephan
|
—
|
—
|
|
134,372
|
1,265,784
|
|
|
Michael Zacka
|
—
|
—
|
|
157,210
|
1,518,028
|
|
|
Amcor plc | 2024 Proxy Statement
|
51
|
2024
Nonqualified Deferred Compensation
Our non-qualified deferred compensation plan permits eligible participants to (i) defer up to 50% of their salary and (ii) defer up
to 100% of their STI cash payment. For Mr. Delia and Mr. Roegner, additional contributions were made to the plan for calendar
year 2023 equal to 10% of base salary and their STI cash payment (reduced by contributions already made to other plans). As
previously disclosed, Mr. Delia will not be eligible for such an additional contribution for calendar year 2024 due to his
retirement. As part of a revised plan, Mr. Stephan receives contributions to the plan equal to 7% of his base salary and STI
cash payment that are in excess of the compensation limit for the plan year under Section 401(a)(17) of the Internal Revenue
Code.
Participants are able to invest these deferrals and contributions across a number of investment options, which make earnings
and losses based on the performance of these investments. Account balances are paid out upon a participant’s separation
from service or the participant’s disability.
The contributions and earnings under the plan during fiscal year
2024
, as well as the account balances under the plan as of
the end of fiscal year
2024
, for participating NEOs were as follows:
|
Name
|
Executive
Contributions
in Last Fiscal
Year (“FY”)
(1)
($)
|
Registrant
Contributions
in Last FY
(2)
($)
|
Aggregate
Earnings
in Last FY
(3)
($)
|
Aggregate
Withdrawals/
Distributions in
Last FY
($)
|
Aggregate
Balance
at Last FY
(4)(5)
($)
|
|
|
Ron Delia
|
207,181
|
177,509
|
1,752,092
|
0
|
25,042,271
|
|
|
Eric Roegner
|
284,243
|
89,200
|
368,294
|
0
|
3,214,112
|
|
|
Fred Stephan
|
0
|
70,051
|
176,877
|
0
|
1,765,034
|
(1)
Amounts in this column are included in either the “Salary” or “Non-Equity Incentive Plan Compensation” columns of the “
2024
Summary
Compensation Table.”
(2)
Amounts in this column are included in the “All Other Compensation” column of the “
2024
Summary Compensation Table.”
(3)
Amounts in this column are not included in the “
2024
Summary Compensation Table” as the amounts represent investment returns (gains
or losses), which are not considered “above market” or “preferential” within the SEC’s definition of those terms for purposes of the
Summary Compensation Table. Our deferred compensation plan provides participants with a subset of investment elections available to
all eligible employees under our tax-qualified Section 401(k) plan.
(4)
Plan participation start dates for each of our eligible NEOs are as follows:
November 1, 2007
for
Mr. Delia
,
September 10, 2018
for
Mr.
Roegner
, and
January 1, 2022
for
Mr. Stephan
. Balance represents contributions and earnings over the period since each executive’ plan
participation start date.
Messrs. Konieczny, Casamento, and Zacka
are non-U.S. NEOs and as such, not eligible to participate in our non-
qualified deferred compensation plan.
(5)
Starting in fiscal year 2018, the Company has been subject to U.S. reporting and disclosure of non-qualified deferred compensation.
Since then, total executive and registrant contribution amounts for our eligible NEOs have been reported in each year’s Summary
Compensation Table as follows: $
8,585,453
for
Mr. Delia
, $
2,313,695
for
Mr. Roegner
, and $
1,413,390
for
Mr. Stephan
.
|
52
|
Amcor plc | 2024 Proxy Statement
|
Potential Payments Upon Termination or Change in Control
Compensation and other terms of employment for our NEOs are formalized in executive services agreements as described
under “—Employment Agreements”). In the event of termination of employment by the Company without “cause” (as described
under “—Employment Agreements”), our NEOs each have a contractual notice period equal to 12 months. In the event of a
settlement of this notice period, the amount payable will be equal to the greater of the amount payable required by law or
payment in lieu of notice (12 months’ base salary). No single-trigger payments or double-trigger payments are specified in a
change of control event, however the Board retains discretion to afford pro-rated incentive payments and vesting of equity
awards, and equity awards may be accelerated on a termination in connection with a change of control event. The Board also
may deal with other related matters at its discretion.
The table set forth below shows the estimated potential payment obligations to each NEO at the end of fiscal year
2024
.
|
|
Peter Konieczny
|
Michael
Casamento
|
Eric Roegner
|
Fred Stephan
|
Michael Zacka
|
|
|
Termination Payment ($)
(12 months’ base salary)
(1)
|
1,781,098
|
1,126,883
|
1,021,996
|
1,045,440
|
1,312,098
|
(1)
Where NEOs are paid in a currency other than USD, the amount is converted to USD using the annual average exchange rate used
throughout the fiscal year.
Messrs. Konieczny, Casamento, and Zacka
are paid in
CHF (1 CHF = 1.1271 USD)
.
As described in the section above titled “Employment Agreements,” in connection with Mr. Delia’s retirement, he entered into a
Transition and Release Agreement providing for various payments and other benefits in connection with his anticipated
retirement. We estimate the value of those payments and other benefits as of June 30, 2024, at approximately $8.4 million as
follows: (i) $3.95 million in continued pro-rata vesting of LTIP awards on the scheduled vesting dates and assuming at-target
performance (these awards remain subject to satisfaction of performance conditions); (ii) $2.3 million in bonus payments under
the STI plan for fiscal year 2024 (inclusive of any STI – Deferred Equity Awards settled in cash, as described in the section
above titled “Short-Term Incentive”); (iii) $0.96 million in accelerated vesting of STI – Deferred Equity Awards; (iv) $0.88 million
(6 months of base salary) as a cash lump sum payable following retirement; and (v) $0.28 million in other benefits including
payments of medical premiums for continued medical, dental and vision COBRA coverage for 12 months, tax support through
tax year 2026, career transition assistance, attorneys’ fees and general relocation costs from his residence in Switzerland to
the United States. The value of accelerated and continued vesting of equity grants described above is based on Amcor’s share
price at end of fiscal year 2024 ($9.78).
|
Amcor plc | 2024 Proxy Statement
|
53
|
CEO Pay Ratio
The following shows the relationship between fiscal year
2024
annual total compensation for our median employee and
Mr.
Konieczny
, who was serving as our interim CEO at fiscal year end. We are a truly global company, with employees in over 40
countries and
72%
of them located outside of the U.S. during fiscal year
2024
(as shown in the chart below).
The annual total compensation of our median employee, not including our CEO, was
$71,038
. The annual total compensation
of
Mr. Konieczny
, as reported in the Summary Compensation Table, was
$7,480,919
. For pay ratio purposes, because Mr.
Konieczny served in the interim CEO role only for part of the year, this amount was adjusted to
$7,788,017
to reflect his annual
base salary rate as interim CEO of
$1,781,098
, after converting to USD from
CHF (1 CHF = 1.1271 USD)
. Based on this
information, a reasonable estimate of the ratio of the annual total compensation of our CEO to the annual total compensation
of our median employee was approximately
110
to 1.
The CEO pay ratio estimate has been calculated in a manner consistent with item 402(u) of Regulation S-K. The SEC’s rules
for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total
compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable
estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio
reported by other companies may not be comparable to the pay ratio reported above, as other companies have different
employee populations and compensation practices and may utilize different methodologies, exclusions, estimates, and
assumptions in calculating their own pay ratios.
Given there has been no significant change to Amcor’s employee population or compensation programs since the median
employee was identified for fiscal year
2023
, Amcor did not re-identify the median employee for fiscal year
2024
(as permitted
by the SEC). The annual total compensation of the median employee was updated to reflect fiscal year
2024
values.
Where
the median employee was paid in a currency other than
USD
, compensation was converted to USD using the annual average
exchange rate used throughout the fiscal year.
The process for identifying our median employee involved analyzing annual base compensation (salary and hourly wages) for
all full-time, part-time, and temporary employees within the organization, other than the CEO, who were employed on
April 1,
2023
. At that time, and as permitted by the SEC rules under the 5% “De Minimis Exemption”, we excluded 2,097 non-U.S.
employees, or 4.97% of the total employee population of
42,234
employees. The excluded countries and their employee
populations were as follows: Dominican Republic (27 employees), India (990 employees), Romania (82 employees), South
Africa (10 employees), Turkey (658 employees) and
Venezuela (330 employees)
. As a result of these exclusions, our median
employee was determined from a total of 40,137 employees. As part of this process, for employees who were paid in a
currency other than USD, compensation was converted to USD using the exchange rate on
April 1, 2023
.
Employee Location by
Country
Asia 19%
l
China
l
Thailand
l
Australia
l
Other Asia
28%
4%
9%
2%
2%
5%
5%
4%
4%
3%
3%
12%
8%
2%
2%
7%
Americas 50%
l
United States
l
Brazil
l
Mexico
l
Peru
l
Argentina
l
Other Americas
EMEA 31%
l
France
l
Germany
l
Poland
l
Switzerland
l
United Kingdom
l
Other EMEA
|
54
|
Amcor plc | 2024 Proxy Statement
|
Pay Versus Performance Disclosure
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of
Regulation S-K, we are providing the following information about the relationship between executive compensation actually
paid and certain financial performance of the Company. For further information concerning our pay-for-performance philosophy
and how we align our executive compensation programs with the Company’s performance, refer to the “Executive
Compensation Discussion and Analysis” section.
|
Average
Summary
Compensation
Table Total for
Non-PEO
NEOs
(1)
($)
|
Average
Compensation
Actually Paid
to Non-PEO
NEOs
(2)
($)
|
Value of Initial Fixed $100
Investment Based On:
|
|||||||||
|
Year
|
Summary
Compensation
Table Total
for PEO
(1)
Konieczny
($)
|
Compensation
Actually Paid
to PEO
(2)
Konieczny
($)
|
Summary
Compensation
Table Total
for PEO
(1)
Delia
($)
|
Compensation
Actually Paid
to PEO
(2)
Delia
($)
|
Total
Shareholder
Return
(3)
($)
|
Peer Group
Total
Shareholder
Return
(4)
($)
|
Net
Income
(5)
(in
millions)
|
Adjusted
Earnings
Per Share
(EPS)
(6)
($)
|
|||
|
(a)
|
(b)
|
(c)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
|
|
2024
|
|
|
|
|
|
|
|
|
|
|
|
|
2023
|
—
|
—
|
|
(
|
|
(
|
|
|
|
|
|
|
2022
|
—
|
—
|
|
|
|
|
|
|
|
|
|
|
2021
|
—
|
—
|
|
|
|
|
|
|
|
|
|
(1)
For purposes of this disclosure, “PEO” refers to Principal (or Chief) Executive Officer. For the fiscal years presented, represents amount
reported for our PEO(s) and average amount reported for our non-PEO NEOs, under the “Total” column of the Summary Compensation
Table (“SCT”). Our NEOs for each of the fiscal years presented are shown below:
|
Year
|
PEO(s)
|
Non-PEO NEOs
|
|
2024
|
|
Michael Casamento
,
Eric Roegner
,
Fred Stephan
and
Michael Zacka
|
|
2023
|
|
Michael Casamento
,
Eric Roegner
,
Fred Stephan
and
Michael Zacka
|
|
2022
|
|
Michael Casamento
,
Eric Roegner
,
Fred Stephan
and
Michael Zacka
|
|
2021
|
|
Michael Casamento
,
Peter Konieczny
,
Eric Roegner
,
Fred Stephan
and
Michael Zacka
|
|
Amcor plc | 2024 Proxy Statement
|
55
|
(2)
Dollar amounts represent Compensation Actually Paid (”CAP”) for our PEO(s) and the average Compensation Actually Paid to our non-
PEO NEOs for each fiscal year. Compensation Actually Paid has been calculated in accordance with Item 402(v) of Regulation S-K and
does not reflect the actual compensation earned by or paid to the applicable NEO for any fiscal year. Compensation Actually Paid reflects
the following adjustments to the SCT amounts for equity awards reported for the PEO and the Non-PEO NEOs:
|
2024
|
|||||
|
Adjustments to Determine
Compensation “Actually Paid” (CAP)
|
PEOs
|
Non-PEO NEOs
|
|||
|
Konieczny
($)
|
Delia
($)
|
($)
|
|||
|
SUMMARY COMPENSATION TABLE (SCT) TOTAL
COMPENSATION
|
|
|
|
||
|
Deduction for Amounts Reported under the “Stock Awards”
Column in the SCT
|
(
|
(
|
(
|
||
|
Deduction for Amounts Reported under the “Option Awards”
Column in the SCT
|
(
|
(
|
(
|
||
|
Fair value as of the end of the covered fiscal year of equity
compensation granted during the covered fiscal year
|
|
|
|
||
|
Change in fair value from end of prior fiscal year to end of
current fiscal year for awards made in prior fiscal years that
were unvested at end of covered fiscal year
|
|
(
|
|
||
|
Fair value as of the end of the covered fiscal year of equity
compensation that was granted and that vested during the
covered fiscal year
|
|
|
|
||
|
Change in fair value from end of prior fiscal year to vesting
date for awards made in prior fiscal years that vested during
covered fiscal year
|
|
|
|
||
|
Fair value of forfeited awards determined at end of prior
year for awards made in prior fiscal years that were forfeited
during covered fiscal year
|
|
|
|
||
|
Value of dividends or other earnings paid on stock awards
not otherwise reflected in fair value or total compensation
|
|
|
|
||
|
TOTAL ADJUSTMENTS
|
(
|
(
|
(
|
||
|
COMPENSATION “ACTUALLY PAID” (CAP)
|
|
|
|
||
Share option fair values are calculated using a Monte-Carlo simulation model for the TSR-based portion of the award and, Adjusted EPS
performance together with a Black-Scholes option pricing model for the EPS portion of the award as of the applicable grant date or
measurement date. Performance shares/rights fair values are calculated using a Monte-Carlo simulation model for the TSR-based portion
of the award and, Adjusted EPS performance together with the closing price of our common stock for the EPS-portion of the award as of
the applicable grant date or measurement date. Restricted share unit fair values are calculated using the closing price of our common
stock as of the applicable grant date or measurement date. In all cases, we used fair value methodologies and assumptions materially
consistent with the methodologies used as of the grant date and to account for share-based payments in our financial statements under
GAAP.
|
56
|
Amcor plc | 2024 Proxy Statement
|
(3)
The cumulative TSR for the Company is calculated by dividing the sum of the cumulative amount of dividends for the measurement
period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the
measurement period by the Company’s share price at the beginning of the measurement period. Each of these yearly percentage
changes was applied to a deemed fixed investment of $100 at the beginning of the measurement period to produce the value of such
investment as of each fiscal year end.
(4)
The cumulative Peer Group TSR utilizes the S&P 500 Materials Index (the “Peer Group”), which we also utilize in the stock performance
graph required by Item 201(e) of Regulation S-K included in our annual report for the fiscal year ended June 30,
2024
. We selected this
index as our Peer Group because (i) the Company is a constituent and (ii) it meets all disclosure requirements. For each fiscal year, our
Peer Group TSR was calculated based on a deemed fixed investment of $100 through the measurement period, assuming dividend
reinvestment for the peer group, weighted according to the respective companies’ stock market capitalization at the beginning of the
measurement period.
(5)
Dollar amounts reported represent the amount of net income reflected in our audited financial statements for the applicable fiscal year.
(6)
Adjusted EPS
is a non-GAAP financial measure defined by the Company as set forth in the “Definitions of Non-GAAP Financial
Measures” section of this proxy statement.
Relationship Between Compensation Actually Paid and Performance
In accordance with the Securities and Exchange Commission rules, the following section is intended to describe the
relationship between Compensation Actually Paid and the Company’s performance over the fiscal years presented:
to 2022, it decreased in 2023 and then increased in 2024 to just a few percentage points below 2021 levels.
This cumulative
presented is positive, it’s been outperformed by the Peer Group in each of the fiscal years presented. Amcor is a constituent
of this Peer Group but performance of this group is largely influenced by companies in the chemical and mining industries
and as such not directly comparable to the Company’s performance.
2022 to 2023 and then decreased for 2024. This Net Income performance was not correlated with the reported CAP
amounts reported in this table and the Company does not use net income to determine compensation levels or incentive
plan payouts.
the CAP amounts reported in this table but is not the primary driver of the year to year changes.
As described in detail in the “Executive Compensation Discussion and Analysis” section, our executive compensation
programs are designed to ensure alignment between executive pay, business performance and shareholders. For the last
fiscal year, the most important financial performance measures used to link Compensation Actually Paid to our PEO and Non-
PEO NEOs (as calculated in accordance with Item 402(v) of Regulation S-K) to Company performance are listed below in no
specific ranked order:
|
|
|
|
|
|
|
Amcor plc | 2024 Proxy Statement
|
57
|
Definitions of Non-GAAP
Financial Measures
We report our financial results in accordance with accounting principles generally accepted in the United States of America
(GAAP) and also communicate with investors using certain non-GAAP financial measures that are intended to supplement the
presentation of our financial results prepared in accordance with GAAP. Below is a list of non-GAAP measures used in this
proxy stateme
nt an
d a description of how these can be derived from our audited financial statements.
•
Adjusted Earnings Before Interest and Taxes (EBIT) and Adjusted Earnings Per Share (EPS; Diluted US Cents)
are non-GAAP financial measures adjusted for factors that are unusual or unpredictable. These measures exclude the
impact of certain amounts related to the effect of changes in currency exchange rates, acquisitions, and restructuring,
including employee-related costs, equipment relocation costs, accelerated depreciation, and the write-down of equipment.
These measures also exclude gains or losses on sales of significant property and divestitures, significant property and
other impairments, net of insurance recovery, certain regulatory and litigation matters, significant pension settlements,
impairments in goodwill and equity method investments, and certain acquisition-related expenses, including transaction
and integration expenses, due diligence expenses, professional and legal fees, purchase accounting adjustments for
inventory, order backlog, intangible amortization, changes in the fair value of contingent acquisition payments and
economic hedging instruments on commercial paper, CEO transition costs, and impacts related to the Russia-Ukraine
conflict.
•
Adjusted Free Cash Flow
is a non-GAAP financial measure adjusted for factors that are unusual or unpredictable. This
measure is derived from Adjusted EBIT (as defined above) plus depreciation and amortization, excluding intangible
amortization resulting from purchase price accounting adjustments, less interest paid, net, income taxes paid, proceeds
from sales of property, plant, and equipment and other intangible assets, purchase of property, plant, and equipment and
other intangible assets, and movement in working capital, and other cash effects.
•
Return on Average Funds Employed (RoAFE)
is a non-GAAP financial measure defined by the Company as the last
twelve months of Adjusted EBIT (as defined above) divided by Average Funds Employed (four quarter average). Average
Funds Employed is defined by the Company as shareholder’s equity derived from Amcor’s Consolidated Balance Sheets
plus Net Debt. Net debt is a non-GAAP financial measure defined by the Company as total long-term and short-term debt
less cash and cash equivalents.
|
58
|
Amcor plc | 2024 Proxy Statement
|
Report of the Audit Committee
The Company’s Audit Committee is composed of independent non-employee Directors as defined by applicable SEC rules and
NYSE listing standards. It is responsible for monitoring and overseeing the Company’s financial reporting and the Company’s
internal controls over accounting and financial reporting. The Committee is also specifically responsible for reviewing and
approving the external audit plan and the fees for non-audit services, and for reviewing and recommending to the Board the
external audit fees, for the current fiscal year. In performing its oversight function, the Committee relies upon advice and
information received in written form and in its quarterly discussions with the Company’s management, the head of the
Company’s internal audit function and the Company’s independent registered public accounting firm, PricewaterhouseCoopers
AG (PwC). The Audit Committee regularly meets in executive session with the head of internal audit and PwC.
Specifically, the Committee has: (i) reviewed and discussed the Company’s audited financial statements for the fiscal year
ended June 30,
2024
with the Company’s management; (ii) discussed with PwC the matters required to be discussed by the
applicable requirements of the Public Company Accounting Oversight Board (PCAOB) and the SEC; and (iii) received the
written disclosures and the letter from PwC required by applicable requirements of the PCAOB regarding PwC’s
communications with the Committee concerning independence, and has discussed with PwC its independence.
Based on the Committee’s review and discussions mentioned above, the Committee recommended to the Board of Directors
that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended June
30,
2024
.
The Audit Committee:
Arun Nayar (Chairman)
Susan Carter
David Szczupak
Independent Registered Public Accountant Fees
The following table presents aggregate fees for professional audit services rendered by PwC for the audit of the Company’s
annual financial statements for the fiscal years ended June 30,
2024
and
2023
, and fees billed for other services rendered by
PwC during those periods.
|
|
2024
($)
|
2023
($)
|
|
||
|
Audit Fees
(1)
|
$13,307,000
|
12,849,000
|
|
||
|
Audit-Related Fees
(2)
|
102,000
|
61,000
|
|
||
|
Tax Fees
(3)
|
411,000
|
1,010,000
|
|
||
|
Other Fees
(4)
|
2,000
|
77,000
|
|
||
|
TOTAL FEES
|
13,822,000
|
13,997,000
|
|
(1)
Audit Fees – These are fees for professional services performed by PwC for the integrated audits of the Company’s annual financial
statements (Form 10-K) and reviews of financial statements included in the Company’s Form 10-Q filings, services that are normally
provided in connection with statutory and regulatory filings or engagements and fees in connection with a legal entity restructuring project.
(2)
Audit-Related Fees – These are fees for the assurance and related services performed by PwC that are reasonably related to the
performance of the audit or review of the Company’s financial statements.
(3)
Tax Fees – These are fees for professional services performed by PwC with respect to tax compliance, tax advice and tax planning,
including transfer pricing documentation.
(4)
Other Fees – These are fees paid to PwC for other regulatory services provided.
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Amcor plc | 2024 Proxy Statement
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59
|
The Audit Committee has approved a pre-approval protocol for all non-audit services provided by PwC. This protocol is
reviewed and approved annually. On an annual basis, based on prior year fees, management prepares a framework including
a pre-approved bucket of fees for audit related services, tax services and other non-audit services which are then approved by
the Audit Committee. Actual services are approved by the Chief Financial Officer, Vice President & Corporate Controller / Vice
President Group Internal Audit (non-audit services) or Chief Financial Officer / Vice President Tax / Vice President Group
Internal Audit (tax services). Group Internal Audit then monitors whether the services / fees fit within the approved framework
and pre-approved bucket of fees. If the sum of services is expected to exceed the pre-approved bucket of fees, the Audit
Committee is requested to approve the additional services prior to approval of these services by management. On a quarterly
basis, management reports the actual approved services to the Audit Committee. The Audit Committee is then requested to
review and ratify the Permitted Non-Audit Services Engagements process on an annual basis. Approval of such services will
be in place until the next annual approval date at the October 2024 Audit Committee meeting.
In making its recommendation to appoint PwC as the Company’s independent registered public accounting firm, the Audit
Committee has considered whether the provision of the non-audit services rendered by PwC is compatible with maintaining
that firm’s independence.
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Proposal 2 Ratification of the Appointment
of PricewaterhouseCoopers AG as
Our Independent Registered Public
Accounting Firm for Fiscal Year
2025
A further purpose of the meeting is to vote on the ratification of the appointment of the independent registered public
accounting firm for the fiscal year ending June 30,
2025
. Although ratification is not required by law, the Board has determined
that it is desirable to seek shareholder ratification of this appointment in light of the critical role played by the independent
registered public accounting firm in auditing the Company’s financial statements. Therefore, the Audit Committee of the Board
of Directors recommends shareholder ratification of the appointment of PwC. If the shareholders do not ratify this appointment,
the Audit Committee may consider other independent auditors. A representative of PwC will be present at the meeting, with the
opportunity to make a statement if they desire and to respond to questions.
The proxies will vote your proxy for ratification of the appointment of PwC unless you specify otherwise in your proxy.
|
|
The Audit Committee and the Board of Directors recommend a vote
“FOR”
ratification of the appointment of
PricewaterhouseCoopers AG for the fiscal year ending June 30,
2025
.
|
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61
|
Proposal
3 Advisory Vote on Executive
Compensation (“Say-On-Pay Vote”)
We are providing our shareholders an opportunity to cast a non-binding, advisory vote on the compensation of our NEOs as
disclosed in this proxy statement and as required under Section 14A of the Exchange Act (which was put in place by the Dodd-
Frank Act). We will ask our shareholders to consider an advisory vote on the compensation of our NEOs every year until the
next vote of our shareholders on the frequency of such advisory votes at our 2025 annual general meeting of shareholders
pursuant to applicable SEC rules, at which time we will consider the outcome of the vote and decide how frequently to hold
such future advisory votes.
As described in detail under the heading “Executive Compensation Discussion and Analysis,” our executive compensation
programs are designed to align compensation to business strategy and outcomes that deliver value to shareholders; drive a
high performance culture by setting challenging objectives and rewarding high-performing individuals; and assure
compensation is competitive in the relevant employment marketplace to support the attraction, motivation and retention of
executive talent. Please read the “Executive Compensation Discussion and Analysis” in this proxy statement for additional
details about our executive compensation programs, including information about the fiscal year
2024
compensation of our
NEOs.
We are asking our shareholders to indicate their support for our NEO compensation as described in this proxy statement. This
proposal, commonly known as a “Say-on-Pay” proposal, gives our shareholders the opportunity to express their views on our
NEOs’ compensation. This vote is not intended to address any specific type of compensation, but rather the overall
compensation of our NEOs and policies and practices described in this proxy statement. Accordingly, our Board of Directors
recommends that our shareholders vote “FOR” the following resolution:
“RESOLVED, that Amcor’s shareholders approve, on an advisory basis, the compensation of the NEOs as disclosed
in Amcor’s Proxy Statement for the
2024
Annual General Meeting of Shareholders, including the Compensation
Discussion and Analysis, the
2024
Summary Compensation Table and the other related tables and disclosure.”
The Say-on-Pay Vote is advisory, and therefore not binding on Amcor, the Compensation Committee or our Board of Directors.
However, we value shareholders’ opinions, and we will consider the outcome of the Say-on-Pay Vote when determining future
executive compensation programs.
|
|
The Board of Directors recommends a vote
“FOR”
the approval of the Compensation of our NEOs.
|
|
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Amcor plc | 2024 Proxy Statement
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Important Information about the Proxy
Materials and Voting Your Shares
Why am I receiving these proxy materials?
The
Company
is soliciting your proxy in connection with the Annual General Meeting of Shareholders to be held on
Wednesday, November 6,
2024
. This proxy statement and the form of proxy or, in some cases, a Notice of Internet Availability,
are being mailed to shareholders commencing on or about September 24,
2024
.
Why did I receive a Notice of Internet Availability of proxy materials?
Under the rules of the SEC, we are furnishing proxy materials to certain of our shareholders on the internet, rather than mailing
printed copies to those shareholders. This process reduces the environmental impact of our Annual Meeting of Shareholders,
expedites shareholders’ receipt of the proxy materials, and lowers our costs. If you received a Notice of Internet Availability of
Proxy Materials (the “Notice of Internet Availability” or “Notice”) by mail, you will not receive a printed copy of the proxy
materials unless you request one as instructed in that notice. Instead, the Notice of Internet Availability will instruct you as to
how you may access and review the proxy materials on the internet. If you received a Notice of Internet Availability by mail and
would like to receive a printed copy of our proxy materials, please follow the instructions included in the Notice of Internet
Availability.
How will my shares be voted by proxy?
The proxies will vote the shares represented by all properly executed proxies that we receive prior to the meeting that are not
revoked in accordance with your instructions. If you properly execute and submit your proxy, but do not indicate how you want
your shares voted, the Company proxy will vote your shares:
•
“FOR”
the ten Director-nominees set forth herein;
•
“FOR”
the ratification of the appointment of PwC as our independent registered public accounting firm; and
•
“FOR”
the non-binding, advisory vote approving our executive compensation.
Who will conduct and pay for the cost of this proxy solicitation?
We will bear all costs of soliciting proxies, including reimbursement of banks, brokerage firms, custodians, nominees, and
fiduciaries for reasonable expenses they incur. Proxies may be solicited personally, by mail, by telephone, by fax, or by internet
by our Directors, officers, or other regular employees without remuneration other than regular compensation. We have retained
Morrow Sodali LLC to act as a proxy solicitor for a fee estimated to be $50,000, plus reimbursement of out-of-pocket
expenses.
Who is entitled to vote at the meeting?
You are entitled to vote or direct the voting of your Amcor shares if you were a shareholder of record or a beneficial owner of
shares in “street name” as of 4:00 p.m. U.S. Eastern Time on September 11,
2024
, or a holder of CHESS Depositary Interests
as of 7:00 p.m. Australian Eastern Standard Time, on September 11,
2024
, the record date for our Annual Meeting.
As of the record date, there were 1,445,343,212 ordinary shares of Amcor outstanding. Each ordinary share entitles the
shareholder of record to one vote. Cumulative voting is not permitted. See the Admission Policy in this proxy statement for
instructions on obtaining a ticket to attend the meeting.
What does it mean to be a shareholder of record?
If, on the record date, your ordinary shares were registered directly in your name with our transfer agent, Computershare, then
you are a “shareholder of record.” As a shareholder of record, you may vote in person at the Annual Meeting or vote by proxy.
Whether or not you plan to attend the Annual Meeting, we urge you to vote by the internet, by telephone, or to fill out and
return the enclosed proxy card, to ensure your vote is counted.
|
Amcor plc | 2024 Proxy Statement
|
63
|
What does it mean to beneficially own shares in “street name”?
If, on the record date, your ordinary shares were held in an account at a bank, broker or other financial institution (we will refer
to those organizations collectively as a “broker”), then you are the beneficial owner of shares held in “street name,” and these
proxy materials are being forwarded to you by your broker. The broker holding your account is considered the shareholder of
record for purposes of voting at our Annual Meeting. As the beneficial owner, you have the right to direct your broker on how to
vote the shares in your account. As a beneficial owner, you are invited to attend the Annual Meeting. However, because you
are not a shareholder of record, if you want to vote your shares in person at the Annual Meeting, you must request and obtain
a valid proxy from your broker giving you that right, and must satisfy the Admission Policy described below.
Under the NYSE rules, the only matter on which your broker can vote your shares without receiving instructions from you is the
ratification of auditors. Your broker does not have discretionary authority to vote your shares on any other matter. We
encourage you to communicate your voting decisions to your broker before the Annual Meeting date to ensure that your vote
will be counted.
What does it mean to be a holder of CHESS Depositary Interests?
CHESS Depositary Interests are issued by Amcor through CHESS Depositary Nominees Pty Limited (“CDN”), and traded on
the Australian Securities Exchange, or ASX. The depositary interests are frequently called “CDIs.” If you own Amcor CDIs, then
you are the beneficial owner of one Amcor ordinary share for every CDI you own. CDN or its custodian is considered the
shareholder of record for purposes of voting at our Annual Meeting. As the beneficial owner, you have the right to direct CDN
or its custodian on how to vote the shares in your account. As a beneficial owner, you are invited to attend the Annual Meeting.
But because you are not a shareholder of record, if you want to vote your shares in person at the Annual Meeting, you must
request and obtain a valid proxy from CDN or its custodian giving you that right, and must satisfy the Admission Policy
described below.
You will receive a notice from Computershare allowing you to deliver your voting instructions over the internet. In addition, you
may request paper copies of the proxy statement and voting instructions by following the instructions on the notice provided by
Computershare.
Under the rules governing CDIs, CDN is not permitted to vote on your behalf on any matter to be considered at the Annual
Meeting unless you specifically instruct CDN how to vote. We encourage you to communicate your voting decisions to CDN
before the Annual Meeting date to ensure that your vote will be counted.
What is the required quorum to conduct business at the Annual Meeting?
A quorum will consist of one or more shareholders present in person or by proxy who hold or represent shares of at least a
majority of the total voting rights of all the voting power of the shares entitled to vote at the Annual Meeting.
How many votes are required to approve each proposal?
The affirmative vote of the holders of a majority of the votes cast by shareholders present in person or represented by proxy at
the meeting and entitled to vote, is required to elect Directors and approve the ratification of PwC as our independent
registered public accounting firm and will be considered to have approved the advisory and non-binding Say-on-Pay Vote.
If the votes are equal on a proposal, the chair of the meeting has a casting vote.
How are votes counted?
Abstentions will be treated as shares that are present and entitled to vote. Accordingly, abstentions will have the effect of a
vote “Against” the particular matter. If a broker indicates on the proxy card that it does not have discretionary authority to vote
certain shares on a particular matter, it is referred to as a “broker non-vote.” Broker non-votes will be treated as shares that are
present and entitled to vote for purposes of determining the presence of a quorum, but will not be considered as voted for the
purpose of determining the approval of the particular matter.
|
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Amcor plc | 2024 Proxy Statement
|
How do I vote?
Your vote is important. You may vote on the internet, by telephone, by mail, or at the Annual Meeting, all as described below.
The internet and telephone voting procedures are designed to authenticate shareholders using a control number, and to allow
you to confirm that your instructions have been properly recorded. If you vote by telephone or on the internet, you do not need
to return your Notice, proxy card or voting instruction card. Telephone and internet voting facilities are available now and will be
available 24 hours a day until 11:59 p.m. U.S. Eastern Time on November 5,
2024
or, for a holder of CHESS Depositary
Interests, until 10:00 a.m. Australian Eastern Daylight Time on November 4,
2024
.
Vote on the Internet
If you have internet access, you may submit your proxy by following the instructions provided in the Notice, or if you requested
printed proxy materials, by following the instructions provided with your proxy materials and on your proxy card or voting
instruction card. On the internet voting site, you can confirm that your instructions have been properly recorded.
Vote by Telephone
You can also vote by telephone by following the instructions provided on the internet voting site, or if you requested printed
proxy materials, by following the instructions provided with your proxy materials and on your proxy card or voting instruction
card.
Vote by Mail
If you elected to receive printed proxy materials by mail, you may choose to vote by mail by marking your proxy card or voting
instruction card, dating and signing it, and returning it in the postage-paid envelope provided. Please allow sufficient time for
mailing if you decide to vote by mail.
Voting at the Annual Meeting
The method or timing of your vote will not limit your right to vote at the Annual Meeting if you attend the Annual Meeting. All
shareholders of record on September 11,
2024
are invited to attend and participate at the meeting.
How can I revoke my proxy or change my vote?
You may revoke your proxy or change your vote at any time before the proxy is exercised by any of the following methods:
|
Holder
|
Method of Voting
|
|
|
Holders of record
|
•
Delivering written notice of revocation to our Corporate Secretary at our principal executive office located at 83
Tower Road North, Warmley, Bristol BS30 8XP, United Kingdom;
•
Delivering another timely and later dated proxy;
•
Revoking by internet or by telephone before 11:59 p.m. U.S. Eastern Time on November 5,
2024
, for shares
traded on the NYSE; or
•
Attending the Annual Meeting and voting in person by written ballot. Please note that your attendance at the
meeting will not revoke your proxy unless you actually vote at the meeting.
|
|
|
|
||
|
Stock held by
brokers, banks
and nominees and
CDIs
|
You must contact your broker, bank or other nominee to obtain instructions on how to revoke your proxy or change
your vote. CDI holders must contact Computershare to revoke your proxy or change your vote. You may also
obtain a “legal proxy” from your broker, bank or other nominee to attend our Annual Meeting and vote in person by
written ballot.
|
What is the address for the Company’s principal executive office?
The mailing address of our principal executive office is:
Amcor plc
83 Tower Road North
Warmley, Bristol BS30 8XP
United Kingdom
|
Amcor plc | 2024 Proxy Statement
|
65
|
Householding Information
CDI holders are sent separate copies of the proxy statement and annual report or Notice of Internet Availability. For
shareholders other than CDI holders, you may be sent a single copy of these proxy materials where more than one
shareholder has a shared address (“householding”). We undertake to deliver promptly upon written or oral request a separate
copy of the proxy statement and annual report or Notice of Internet Availability in a separate envelope, as applicable, to a
shareholder at a shared address to which a single copy of these documents was delivered. Such request may be made by
contacting Broadridge Financial Solutions, Inc. at (866) 540-7095 or in writing at Broadridge, Householding Department, 51
Mercedes Way, Edgewood, NY 11717. If shareholders (other than CDI holders) reside at a shared address and prefer to
receive a single copy of the proxy statement, annual report or Notice of Internet Availability, either now or in the future, please
contact Broadridge Financial Solutions, Inc. as described above.
Cautionary Statement Regarding Forward-Looking Statements
This document contains certain statements that are “forward-looking statements” within the meaning of the safe harbor
provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are generally identified with
words like “believe,” “expect,” “target,” “project,” “may,” “could,” “would,” “approximately,” “possible,” “will,” “should,” “intend,”
“plan,” “anticipate,” “commit,” “estimate,” “potential,” “ambitions,” “outlook,” or “continue,” the negative of these words, other
terms of similar meaning or the use of future dates. Such statements are based on the current expectations of the
management of Amcor and are qualified by the inherent risks and uncertainties surrounding future expectations generally.
Actual results could differ materially from those currently anticipated due to a number of risks and uncertainties. None of Amcor
nor any of its respective directors, executive officers or advisors provide any representation, assurance or guarantee that the
occurrence of the events expressed or implied in any forward-looking statements will actually occur.
|
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Amcor plc | 2024 Proxy Statement
|
Submission of Shareholder
Proposals and Nominations
Proposals for Inclusion in Proxy Statement
We must receive all shareholder proposals to be presented at the 2025 annual general meeting of shareholders that are
requested to be included in the proxy statement and form of proxy relating thereto pursuant to SEC Rule 14a-8 not later than
May 27,
2025
.
Other Proposals and Nominees
Shareholder proposals to be brought before any meeting of shareholders or nominations of persons for election as a Director
at any meeting of shareholders must be made pursuant to timely notice in writing to the Corporate Secretary of the Company.
To be timely, notice by the shareholder must be delivered or received at our principal executive offices not earlier than the
close of business on the one hundred twentieth (120th) day before the anniversary of the previous year’s annual general
meeting and not later than the close of business on the ninetieth (90th) day before the anniversary of the previous year’s
annual general meeting. If, however, there was no annual general meeting in the prior year or the date of the annual general
meeting is more than thirty (30) days before or more than seventy (70) days after such anniversary date, notice by the
shareholder must be so delivered not earlier than the close of business on the one hundred twentieth (120th) day prior to such
annual general meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such annual
general meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first
made by the Company. Accordingly, any such shareholder proposal or nomination for the 2025 annual general meeting of
shareholders must be delivered no earlier than the close of business on July 9,
2025
and no later than the close of business
on August 8,
2025
. Please note that these requirements are separate from the SEC’s requirements to have a shareholder’s
proposal included in our proxy materials.
In addition to satisfying the foregoing requirements, shareholders who intend to solicit proxies in support of director nominees,
other than the Company’s nominees, must provide notice that sets forth the additional information required by Rule 14a-19
under the Securities Exchange Act of 1934, as amended no earlier than the close of business on July 9,
2025
and no later
than the close of business on August 8,
2025
.
Notice Requirements
A notice of a shareholder proposal for Director nominations or other business must set forth certain information concerning
such proposal, the proposing shareholder and the nominees, as specified in our Articles and as required by SEC rules, as
applicable. The presiding officer of the meeting will refuse to acknowledge any proposal or nomination not made in compliance
with the foregoing procedures.
The Board of Directors is not aware of any other matters to be presented at the meeting. However, if any matter other than
those referred to above should come before the meeting, it is the intention of the persons named in the enclosed proxy to vote
such proxy in accordance with their best judgment.
|
Amcor plc | 2024 Proxy Statement
|
67
|
Important Notice Regarding Availability
of Proxy Materials for the Annual General
Meeting of Shareholders to Be Held
on November 6,
2024
The following materials are available for viewing on the internet:
•
Proxy statement for the
2024
Annual General Meeting of Shareholders;
•
2024
Annual Report to Shareholders; and
•
Annual report on Form 10-K for the fiscal year ended June 30,
2024
.
To view the proxy statement,
2024
Annual Report to Shareholders, or annual report on Form 10-K, holders of ordinary shares
should visit www.proxyvote.com and holders of CDIs should visit www.investorvote.com.au and enter your control number from
your Notice of Internet Availability or proxy card.
|
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Amcor plc | 2024 Proxy Statement
|
Admission Policy
All shareholders as of the record date, or their duly appointed proxies, may attend the Annual Meeting of Shareholders on
November 6,
2024
. CDI holders as of the record date may also attend. If you would like to attend the meeting in person,
you
must request an admission ticket and follow the instructions below.
You may request an admission ticket by:
•
Calling +61 3 9226 9000 in Australia or +1 224 313 7000 in the United States;
•
E-mailing investor.relations@amcor.com; or
•
Mailing a request to Amcor plc at 83 Tower Road North, Warmley, Bristol BS30 8XP, United Kingdom, Attention: Corporate
Secretary.
Seating is limited. Tickets will be issued on a first-come, first-served basis. You may pick up your ticket at the registration table
prior to the meeting. Please be prepared to show your photo identification. Please note that if you hold shares in “street
name” (that is, through
a bank, broker or other financial institution), you will also need to obtain a valid proxy giving you the
right to attend the Annual Me
eting or bring a copy of a statement reflecting your shared ownership as of the record date. If you
hold CDIs and wish to vote your shares in person, you must obtain a valid proxy from CDN or its custodian. If you attend as a
representative of an entity that owns shares of record, you will need to bring proper identification indicating your authority to
represent that entity.
|
www.amcor.com
|
|
TABLE OF CONTENTS
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