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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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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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Fiscal 2025 was a defining year for Amcor—one that marked a bold new chapter in our journey to
become the packaging partner of choice, known for sustainability, leadership, more consistent levels
of volume-driven organic growth, and attractive shareholder returns. We entered the year with a focus
on value creation through disciplined execution and resilience and we made steady progress,
delivering volume growth and improved earnings in the face of a challenging macroeconomic
environment.
On April 30, 2025 we successfully completed the
transformational merger with Berry Global
. This
strategic merger brought together two highly complementary businesses to create one of the
industry’s most comprehensive, multi-format portfolios of primary packaging solutions for nutrition,
health, and beauty and wellness. We closed the transaction ahead of schedule and are deeply
grateful to our teams around the world for their efforts in navigating complexity and delivering this
milestone in under six months from announcement. Their dedication and professionalism has laid the
foundation for a more agile, innovative, and competitive Amcor. Heading into fiscal 2026, integration
is well underway with substantial cost and revenue synergies within our control.
Safety, Culture, and Integration
Our people remain at the heart of everything we do. Our unwavering commitment to safety continues
to be a cornerstone of our culture. In fiscal 2025, Amcor’s legacy operations achieved a total
recordable incident rate of 0.27, with 68% of our sites operating injury-free for the entire year, which is
a testament to our relentless focus on creating a safe, inclusive and high-performing workplace. As
we welcome more than 30,000 new colleagues from Berry, we are committed to building on our
combined strong safety track record as we pursue our ultimate goal of zero injuries.
We continued to invest in leadership development, training and employee engagement, reinforcing
our commitment to building a strong and agile organization. As part of this effort, our combined team’s
diverse perspectives, deep experience and shared dedication to excellence will further strengthen our
strategic position. Their integration marks an exciting step forward, and we look forward to the
innovation and collaboration that will help drive long-term value for our shareholders.
Innovation and Sustainability at Scale
Amcor’s Purpose - together, we elevate customers, shape lives and protect the future - has never
been more relevant. Our RD strength includes more than 1,500 professionals and an annual
investment of approximately $180 million. This scale enables us to accelerate innovation in material
science, smart packaging, and sustainability. We are sharpening our RD focus to address our
customers’ most complex challenges—particularly around recyclability, circularity, and carbon
reduction.
Over the years, we’ve made significant strides in developing and commercializing recycle-ready
packaging solutions. Today, the vast majority of our global portfolio is either recyclable or has a
recycle-ready alternative. Our teams remain laser-focused on advancing technologies, materials and
design innovations to support our long-term vision of a circular economy. With the addition of five new
global Innovation Centers, our expanded network now spans ten locations worldwide, accelerating
the development and market launch of next-generation packaging solutions tailored to the evolving
needs of both customers and consumers.
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Graeme Liebelt
Chairman
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Peter Konieczny
Chief Executive
Officer
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Matters to Be Voted on at the
2025
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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Director-Nominees
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Fiscal Year
2025
Director Compensation
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Director Independence
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Board Background
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Director Commitments
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Board Refreshment
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Board Leadership Structure
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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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Risk Management and Strategic Oversight
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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 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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Standards for Approval of Transactions
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Transactions with Related Parties during Fiscal Year
2025
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Named Executive Officers
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Introduction and Fiscal Year
2025
Highlights
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Compensation Policy
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Elements of Compensation
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Employment Agreements
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Executive Change in Control Plan
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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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2025
Summary Compensation Table
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2025
Benefits, Relocation Expenses, Plan Contributions and Tax-Related Payments (the “All Other Compensation” Column)
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2025
Grants of Plan-Based Awards
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Outstanding Equity Awards at
2025
Fiscal Year-End
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2025
Option Exercises and Stock Vested
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2025
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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Independent Registered Public Accountant Fees
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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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When:
November 6,
2025
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:
5 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 8,
2025
.
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Where:
The Langham
Hotel, London, 1C
Portland Pl, London
W1B 1JA, England.
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Date of Mailing:
The date of mailing
of this Proxy
Statement is on or
about September
23,
2025
.
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Items of Business
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Record Date
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1.
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To re-elect eleven Directors for a term of one year;
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Only shareholders of record at the close of business on
September 8,
2025
, 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,
2025
:
The Proxy Statement,
2025
Annual Report and
2025
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
2026
;
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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”);
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4.
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To cast a non-binding, advisory vote on the frequency
of casting an advisory vote on executive compensation
(“Frequency Vote”);
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5.
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To approve an Amendment to the Amcor plc
Memorandum of Association to effect a reverse stock
split; and
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6.
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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 23,
2025
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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4
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Amcor plc | 2025 Proxy Statement
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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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Re-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
2026
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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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4.
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Non-binding, advisory vote on the frequency of casting an advisory vote on executive
compensation (“Frequency Vote”)
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For
ONE YEAR
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5.
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Approval of the Amendment to the Amcor plc Memorandum of Association to effect a
reverse stock split
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FOR
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Fiscal 2025 marked another strong year for safety
, with a total recordable incident rate (TRIR) of 0.27 and 68% of
sites operating injury-free for over 12 months
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Annual sales of $15.0 billion, up 11% compared with last year on a constant currency basis and including two months
contribution from Berry. Combined legacy Amcor and legacy Berry annual volume growth of approximately 1%
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Transformational combination with Berry successfully closed ahead of schedule
, resulting in a stronger
business, a more complete offering of consumer packaging and dispensing solutions for customers and significant
value creation for shareholders
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Identified $650 million
synergy opportunity
from the Berry combination.
Integration underway
, with clear visibility
to significant adjusted earnings per share accretion
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Strategic investments in high-value, faster-growing markets
, nutrition, health, and beauty and wellness
categories, including healthcare, protein, pet care, and premium consumer packaging
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Well-positioned for fiscal 2026
, with a stronger, more diversified and focused portfolio and clear execution plans to
drive sustainable earnings growth and shareholder value
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Amcor plc | 2025 Proxy Statement
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5
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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
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C
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E
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Graeme Liebelt
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71
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2012
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Former Managing Director Chief
Executive Officer, Orica Limited
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Stephen E.
Sterrett
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DC
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70
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2015*
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Former Senior Executive Vice President
Chief Financial Officer, Simon Property
Group, Inc.
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Peter
Konieczny
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60
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2024
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Chief Executive Officer, Amcor plc
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Achal Agarwal
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66
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2021
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Former Chief Strategy Transformation
Officer, Kimberly-Clark Corporation
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Susan Carter
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66
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2021
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Former Senior Vice President Chief
Financial Officer, Ingersoll-Rand Plc
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Graham
Chipchase CBE
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62
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2024
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Chief Executive Officer, Brambles LTD
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Jonathan F.
Foster
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64
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2014*
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Founder and Managing Partner, Current
Capital Partners LLC
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Lucrèce
Foufopoulos-De
Ridder
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58
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2023
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Former Executive Vice President, Borealis
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James T.
Glerum, Jr.
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65
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2024*
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Former Vice Chairman, Investment
Banking, Citigroup
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Nicholas T.
Long (Tom)
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66
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2017
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Former Chief Executive Officer,
MillerCoors, LLC
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Jill A. Rahman
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64
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2020*
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Chief Operating Officer, The Greater
Chicago Food Depository
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Chairman of the Board
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DC
:
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Deputy Chairman
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Committee Chair
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6
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Amcor plc | 2025 Proxy Statement
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Executive Leadership
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Manufacturing and Operations
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Innovation and Technology
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lllllllllll
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11
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llllll
lllll
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6
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lllll
llllll
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5
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International Business Experience
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Strategy and MA
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Professional Services
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lllllllll
ll
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9
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lllllllll
ll
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9
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lllll
llllll
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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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llllll
lllll
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6
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lllll
llllll
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5
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llllllll
lll
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8
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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 of backgrounds, viewpoints, skills and experiences
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Mandatory Director retirement at age 75
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No Directors are overboarded pursuant to Amcor’s policy for limitations on board service
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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 | 2025 Proxy Statement
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7
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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
uses financial targets in its incentives, aligned with
shareholder expectations
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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. These were increased
during fiscal year 2025 to 500% of salary for our
CEO, and 300% of salary for direct reports
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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 single trigger change in control severance or equity
vesting for executive officers
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8
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Amcor plc | 2025 Proxy Statement
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Amcor plc | 2025 Proxy Statement
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9
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10
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Amcor plc | 2025 Proxy Statement
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Amcor plc | 2025 Proxy Statement
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11
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12
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Amcor plc | 2025 Proxy Statement
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The Board of Directors recommends a vote
“FOR”
all nominees to serve as Directors.
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PROFESSIONAL BACKGROUND:
•
Managing Director and Chief Executive Officer of Orica Limited – 2005 to 2012
•
Executive Director of Orica Group – 1997 to 2012
•
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:
71
Director
since:
2012
Chairman
Committees:
INDEPENDENT
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OTHER DIRECTORSHIPS:
•
Australian Foundation Investment Company Limited
•
Australia and New Zealand Banking Group Limited (previous)
•
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 Life 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 | 2025 Proxy Statement
|
13
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PROFESSIONAL BACKGROUND:
•
Sr. Executive Vice President and Chief Financial Officer, Indianapolis-based Simon Property Group, Inc. – 2000 to
2014
•
Prior to joining the Simon organization in 1988, Mr. Sterrett was a Senior Manager, with the international
accounting firm PricewaterhouseCoopers (previous)
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Age:
70
Director
since:
2015*
Deputy Chairman
Committees: Audit,
Executive (Chair)
INDEPENDENT
*Includes service
on Berry’s Board of
Directors prior to
the Merger.
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OTHER DIRECTORSHIPS:
•
Lead Trustee of Equity Residential – June 2020 to present
•
Trustee of Equity Residential – January 2015 to present
•
Butler University
– 2018 to present
•
The First Tee – 2021 to present
•
Berry Global Group, Inc. – 2015 to April 2025
•
Realty Income Corporation (previous)
|
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KEY QUALIFICATIONS AND EXPERIENCES:
Mr. Sterrett served on Berry’s board of directors from 2015 until the Merger in April 2025. He serves as a Trustee of
Tindley Accelerated Schools, a K-12 charter school network in Indianapolis, Indiana. Mr. Sterrett holds a B.S. degree
in accounting and an M.B.A. in finance, both from Indiana University. He currently serves on both the Real Estate
Center and the Kelley School of Business advisory boards for Indiana University. Mr. Sterrett’s extensive accounting
and financial experience qualifies him to serve as a director of the Company.
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PROFESSIONAL BACKGROUND:
•
Chief Executive Officer, Amcor plc – September 2024 to present
•
Interim Chief Executive Officer, Amcor plc – April 2024 to September 2024
•
Chief Commercial Officer, Amcor plc – 2020 to April 2024
•
President, Amcor Flexibles Europe, Middle East Africa and Latin America – 2019 to 2020
•
President, Amcor Flexibles Europe, Middle East Africa – 2015 to 2019
•
President, Amcor Specialty Cartons – 2010 to 2015
|
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Age:
60
Director
since:
2024
Committees:
Executive
|
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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 held business group Managing Director and
Chief Finance Officer positions in the heavy industrial equipment industry and 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.
|
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14
|
Amcor plc | 2025 Proxy Statement
|
|
PROFESSIONAL BACKGROUND:
•
Global Chief Strategy and Transformation Officer, Kimberly-Clark – 2020 to 2021
•
President, Asia Pacific Region, Kimberly-Clark – 2012 to 2020
•
President, North Asia Region, Kimberly-Clark – 2008 to 2012
•
Chief Operating Officer – Beverages (Greater China), PepsiCo – 2002 to 2008
•
Vice President, Beverages (China), PepsiCo – 1998 to 2002
•
Market Unit General Manager – Beverages (India), PepsiCo – 1994 to 1997
•
Commercial Manager, Corporate, ICI India – 1993 to 1994
•
Commercial Functions in Pharmaceutical, Agrochemical, Paints and Commercial Explosives businesses, ICI India
– 1981 to 1993
|
|
|
Age:
66
Director
since:
2021
Committees:
Compensation
INDEPENDENT
|
|
|
OTHER DIRECTORSHIPS:
•
AVPN Limited (Chair) – July 2025 to present
•
SATS Ltd – August 2016 to present
•
Trustee of WWF Singapore’s Conservation Fund
•
World-Wide Fund for Nature, Singapore (WWF Singapore) (Chair) (previous)
•
Singapore International Chamber of Commerce (previous)
•
Asia Venture Philanthropy Network (previous)
•
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.
|
|
PROFESSIONAL BACKGROUND:
•
Senior Vice President and Chief Financial Officer, Ingersoll-Rand Plc – 2013 to 2020
•
Executive Vice President and Chief Financial Officer, KBR, Inc. – 2009 to 2013
•
Executive Vice President and Chief Financial Officer, Lennox International Inc. – 2004 to 2009
•
Vice President and Corporate Controller/Chief Accounting Officer, Cummins, Inc. – 2002 to 2004
•
Ms. Carter has also held senior financial and accounting roles at Honeywell International, DeKalb Corporation,
and Crane Co. (previous)
|
|
|
Age:
66
Director
since:
2021
Committees:
Audit (Chair)
INDEPENDENT
|
OTHER DIRECTORSHIPS:
•
Stanley Black Decker, Inc (Audit Committee Member and Governance Committee Chair (2024)) – October
2023 to present
•
ON Semiconductor Corporation (Audit Committee Chair) – October 2020 to present
•
Pursuit Aerospace – July 2023 to present
•
Air Products and Chemicals, Inc. (previous)
•
Lyondell Chemical Company (previous)
|
|
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.
|
|
Amcor plc | 2025 Proxy Statement
|
15
|
|
PROFESSIONAL BACKGROUND:
•
CEO, Brambles LTD – January 2017 to present
•
CEO, Rexam PLC – 2010 to 2016
•
Group Director of Plastic Packaging, Rexam plc – 2005 to 2009
•
CFO (Group Finance Director), Rexam plc – 2003 to 2005
•
Various finance roles, GKN PLC and BOC Group PLC – 1990 to 2003
|
|
|
Age:
62
Director
since:
2024
Committees: Audit,
Executive
INDEPENDENT
|
OTHER DIRECTORSHIPS:
•
Brambles LTD – January 2017 to present
•
AstraZeneca PLC (Senior Independent Director and Chair of Remuneration Committee) – 2012 to 2021
|
|
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.
|
|
PROFESSIONAL BACKGROUND:
•
Founder and Managing Partner, Current Capital Partners LLC – 2008 to present
•
Mr. Foster spent more than a decade at Lazard, including as a Managing Director (previous)
•
Managing Director and Co-Head of Diversified Industrials and Services at Wachovia Securities (now Wells Fargo)
(previous)
•
Executive Vice President — Finance and Business Development of Revolution LLC (previous)
•
Managing Director of The Cypress Group (previous)
•
Senior Managing Director and Head of Industrial Products and Services Mergers and Acquisitions at Bear
Stearns Co (previous)
•
Executive Vice President, Chief Operating Officer, and Chief Financial Officer of ToysRUs.com, Inc. (previous)
|
|
|
Age:
64
Director
since:
2014*
Committees: Audit
INDEPENDENT
*Includes service
on Berry’s Board of
Directors prior to
the Merger.
|
|
|
OTHER DIRECTORSHIPS:
•
Lear Corporation – November 2009 to present
•
Five Point Holdings – May 2016 to present
•
Berry Global Group, Inc. – 2014 to April 2025
•
Masonite International (previous)
|
|
|
KEY QUALIFICATIONS AND EXPERIENCES:
Mr. Foster served on Berry’s board of directors from 2014 until the Merger in April 2025. Mr. Foster has a Bachelor’s
degree in Accounting from Emory University, a Master’s degree in Accounting and Finance from the London School of
Economics and has attended Executive Education Program at Harvard Business School. Mr. Foster’s investment
banking, finance, and investment experience qualifies him to serve as a director of the Company.
|
|
16
|
Amcor plc | 2025 Proxy Statement
|
|
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
December 2018
•
Chief Commercial Officer, Eastman Chemical Company – August 2014 to December 2015
•
Overall 32 years of global leadership experience in the specialty chemicals, petrochemicals and materials
industry, holding executive and senior leadership roles at multinational companies such as Tyco (h-Raychem) and
the Dow Chemical Company (including h-Dow Corning and h-Rohm and Haas), serving a broad range of
downstream industries, including packaging, healthcare, food and nutrition and industrial sectors.
|
|
|
Age:
58
Director
since:
2023
Committees:
Compensation,
NG (Chair)
INDEPENDENT
|
|
|
OTHER DIRECTORSHIPS:
•
Sika AG (Sustainability Committee Chair) – 2022 to present
•
SABIC (Saudi Basic Industries Corporation) (Investment Committee and Sustainability, Risk and EHSS
Committee member) – 2025 to present
•
Tronox Holdings plc (Corporate Governance and Sustainability Committee member) – 2024 to present
•
Quaker Houghton (Compensation Committee and Sustainability Committee member) – 2024 to present
•
Royal Vopak – April 2018 to April 2025
•
Borouge Pte – January 2019 to January 2024
|
|
|
KEY QUALIFICATIONS AND EXPERIENCES:
Ms. Foufopoulos-De Ridder holds a Master’s degree in Polymer and Composites Engineering from the University of
Leuven
1
(KUL, Belgium). She also holds a second Master’s degree in Materials Science Engineering from the
University of Ghent (Belgium) and has had executive business education at INSEAD (Paris) and IMD (Lausanne).
Ms. Foufopoulos-De Ridder has held senior roles across Europe, the United States, and Asia at multinational
corporations and brings more than 30 years of global leadership experience in the Specialty Chemicals,
Petrochemicals, and Materials industries. She also currently advises a leading Greentech venture capital firm. Her
extensive experience in business leadership and transformation, sustainability, innovation and commercial excellence
strengthens Amcor’s Board of Directors.
1
in collaboration with 5 European Universities: Imperial College (London), Ecole des Mines (Paris), RWTH (Aachen, Germany), TU
Delft (Netherlands) and UCL (Belgium)
|
|
PROFESSIONAL BACKGROUND:
•
Vice Chairman, Investment Banking, Citigroup – 2011 to July 2024
•
Prior to joining Citigroup in 2011, Mr. Glerum held senior leadership positions in investment banking at UBS and
Credit Suisse in Chicago and New York City (previous)
|
|
|
Age:
65
Director
since:
2024*
Committees: NG
INDEPENDENT
*Includes service
on Berry’s Board of
Directors prior to
the Merger.
|
OTHER DIRECTORSHIPS:
•
Denison University
•
The Ravina Festival
•
The Griffin Museum of Science
•
Berry Global Group, Inc. – 2024 to April 2025
|
|
KEY QUALIFICATIONS AND EXPERIENCES:
Mr. Glerum served on Berry’s board of directors from 2024 until the Merger in April 2025. Over his 40-year investment
banking career, Mr. Glerum executed more than 325 corporate finance and strategic transactions with an aggregate
value of over $500 billion. Mr. Glerum’s clients spanned multiple industry sectors, including manufacturing,
healthcare, consumer and retail.
Mr. Glerum earned an MBA from The Harvard Business School and a BA cum laude in Economics and Mathematics
from Denison University. Mr. Glerum’s investment banking, finance, and investment experience qualify him to serve
as a director of the Company.
|
|
Amcor plc | 2025 Proxy Statement
|
17
|
|
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
|
|
|
Age:
66
Director
Since:
2017
Committees:
Compensation
(Chair),
Executive, NG
INDEPENDENT
|
|
|
OTHER DIRECTORSHIPS:
•
Chairman, Wolverine Worldwide, Inc. – November 2022 to present
•
Wolverine Worldwide, Inc. – July 2011 to November 2022
|
|
|
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.
|
|
PROFESSIONAL BACKGROUND:
•
Chief Operating Officer, Greater Chicago Food Depository – 2020 to present
•
International Division President, Conagra Brands, Inc. – 2016 to 2020
•
U.S. Sweet and Salty Snacks Vice President and General Manager, Conagra Brands, Inc. – 2010 to 2016
•
Ms. Rahman also held a variety of marketing, brand management, and strategic planning roles during her 15-year
career at Kraft Foods and at Newell Rubbermaid (previous)
|
|
|
Age:
64
Director
Since:
2020*
Committees:
Compensation
INDEPENDENT
*Includes service
on Berry’s Board of
Directors prior to
the Merger.
|
OTHER DIRECTORSHIPS:
•
Treehouse Foods Inc. (Nominating Corporate Governance Committee and Audit Committee member) –
November 2020 to present
•
Berry Global Group, Inc. – 2020 to April 2025
|
|
KEY QUALIFICATIONS AND EXPERIENCES:
Ms. Rahman served on Berry’s board of directors from 2020 until the Merger in April 2025. Ms. Rahman earned a
BBA from Howard University and an MBA from Indiana University. Ms. Rahman’s extensive executive management
and marketing experience, particularly in the consumer products industry, qualifies her to serve as a director of the
Company.
|
|
18
|
Amcor plc | 2025 Proxy Statement
|
|
Description
|
Fee
|
|
Retainer fees
|
•
Chair:
$541,500
(1)
delivered
50%
in cash and
50%
in restricted share units (“RSUs”)
|
|
•
Directors, other than the Chair:
$285,500
delivered
$135,500
in cash and
$150,000
in RSUs
|
|
|
Committee and
Deputy Chair fees
(2)
|
•
Deputy Chair:
$40,000
|
|
•
Audit Committee Chair:
$32,500
|
|
|
•
Audit Committee Member:
$16,500
|
|
|
•
Compensation Committee Chair:
$25,000
|
|
|
•
Compensation Committee Member:
$11,000
|
|
|
•
Nominating and Corporate Governance Committee Chair:
$20,000
|
|
|
•
Nominating and Corporate Governance Committee Member:
$8,000
|
|
|
Minimum shareholding
requirements
|
•
5
x cash retainer, accumulated over
five
years
|
|
Amcor plc | 2025 Proxy Statement
|
19
|
|
Name
|
Fees Earned or
Paid in Cash
($)
1
|
Stock Awards
($)
|
Employer
Contributions to
defined contribution
pension plans
($)
2
|
Total
($)
|
|
|
Graeme Liebelt
|
268,120
|
270,750
|
18,869
|
557,740
|
|
|
Stephen E. Sterrett
3
|
32,864
|
88,362
|
0
|
121,226
|
|
|
Achal Agarwal
|
153,183
|
150,009
|
0
|
303,193
|
|
|
Andrea Bertone
4
|
214,760
|
150,009
|
0
|
364,769
|
|
|
Susan Carter
|
160,262
|
150,009
|
0
|
310,271
|
|
|
Graham Chipchase CBE
5
|
92,435
|
159,254
|
0
|
251,689
|
|
|
Jonathan F. Foster
6
|
26,087
|
88,362
|
0
|
114,450
|
|
|
Lucrèce Foufopoulos-De Ridder
|
156,804
|
150,009
|
0
|
306,813
|
|
|
James T. Glerum, Jr.
7
|
24,647
|
88,362
|
0
|
113,010
|
|
|
Karen Guerra
|
76,327
|
0
|
0
|
76,327
|
|
|
Tom Long
|
195,432
|
150,009
|
0
|
345,442
|
|
|
Arun Nayar
8
|
250,629
|
150,009
|
0
|
400,639
|
|
|
David Szczupak
9
|
231,209
|
150,566
|
0
|
381,775
|
|
|
Jill A. Rahman
10
|
25,156
|
88,362
|
0
|
113,518
|
|
20
|
Amcor plc | 2025 Proxy Statement
|
|
Amcor plc | 2025 Proxy Statement
|
21
|
|
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 Conduct
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.
|
||
|
22
|
Amcor plc | 2025 Proxy Statement
|
|
Amcor plc | 2025 Proxy Statement
|
23
|
|
24
|
Amcor plc | 2025 Proxy Statement
|
|
BOARD OF DIRECTORS
|
|||||||||
|
Endorsement of the Company’s strategic plan
|
||||||||
|
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
|
||||||||
|
Amcor plc | 2025 Proxy Statement
|
25
|
|
26
|
Amcor plc | 2025 Proxy Statement
|
|
Amcor plc | 2025 Proxy Statement
|
27
|
|
28
|
Amcor plc | 2025 Proxy Statement
|
|
Name of Beneficial Owner
|
Amount and Nature of
Beneficial Ownership
(1)
(#)
|
|
Percentage of
Outstanding Shares
(%)
|
|
|
Achal Agarwal
|
88,967
|
|
*
|
|
|
Susan Carter
|
63,081
|
|
*
|
|
|
Graham Chipchase
|
0
|
*
|
||
|
Jonathan F. Foster
|
281,165
|
*
|
||
|
Lucrèce Foufopoulos-De Ridder
|
29,523
|
|
*
|
|
|
James T. Glerum, Jr.
|
2,254
|
|
*
|
|
|
Graeme Liebelt
|
225,714
|
|
*
|
|
|
Tom Long
|
53,151
|
|
*
|
|
|
Jill A. Rahman
|
68,795
|
|
*
|
|
|
Stephen E. Sterrett
|
368,091
|
|
*
|
|
|
Peter Konieczny
|
848,870
|
*
|
||
|
Michael Casamento
|
735,523
|
|
*
|
|
|
Eric Roegner
(2)
|
727,896
|
|
*
|
|
|
Fred Stephan
|
511,345
|
|
*
|
|
|
Susana Suarez Gonzalez
|
74,174
|
*
|
||
|
Ian Wilson
|
1,619,565
|
*
|
||
|
Michael Zacka
(3)
|
849,613
|
|
*
|
|
|
All Current Executive Officers and Directors as a Group (17 persons)
|
7,340,401
|
|
*
|
|
Amcor plc | 2025 Proxy Statement
|
29
|
|
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
|
155,570,724
|
6.74%
|
|
|
State Street Corporation
(2)
1 Congress Street, Suite 1
Boston, MA 02114
|
94,664,457
|
4.10%
|
|
|
The Vanguard Group
(3)
100 Vanguard Blvd.
Malvern, PA 19355
|
77,631,181
|
3.36%
|
|
30
|
Amcor plc | 2025 Proxy Statement
|
|
Amcor plc | 2025 Proxy Statement
|
31
|
|
PETER KONIECZNY
|
Chief Executive Officer
|
|
MICHAEL CASAMENTO
|
Executive Vice President, Finance and Chief Financial Officer
|
|
L. FREDERICK (FRED) STEPHAN
|
Chief Operating Officer, Global Flexibles
|
|
SUSANA SUAREZ
|
Executive Vice President, Chief Human Resources Officer
|
|
IAN WILSON
|
Executive Vice President, Strategic Development
|
|
ERIC ROEGNER
(1)
|
Former President, Amcor Rigid Packaging
|
|
MICHAEL ZACKA
(1)
|
Former President, Amcor Flexibles Europe, Middle East Africa
|
|
32
|
Amcor plc | 2025 Proxy Statement
|
|
|
Short Term Incentive
|
Long Term Incentive
|
|
Outcome
|
Some targets met
|
Targets missed
|
|
Highlights
|
•
Total recordable incident rate (TRIR) of 0.27 and 68% of sites
operating injury-free for over 12 months
•
Net sales of $
15,009
million
•
GAAP net income of $511 million
•
Adjusted EPS of 71.2 cps
•
Adjusted EBIT of $1,723 million
•
Adjusted free cash flow of $926 million
|
•
Relative Total Shareholder Returns (“TSR”)
performance at 21th percentile (below 35th
percentile threshold)
•
Average 3-year adjusted EPS growth of (-0.4%)
did not meet the target range of 5-10%
|
|
Amcor plc | 2025 Proxy Statement
|
33
|
|
3M Company
|
|
Emerson Electric Company
|
|
Alcoa Corporation
|
|
Graphic Packaging International, Inc.
|
|
Avery Dennison Corporation
|
|
International Flavors Fragrances, Inc.
|
|
Ball Corporation
|
|
International Paper Company
|
|
Carrier Global Corporation
|
|
Johnson Controls International, plc
|
|
Colgate-Palmolive Company
|
|
Kimberly-Clark Corporation
|
|
Corning, Inc.
|
|
Nucor Corporation
|
|
Crown Holdings, Inc.
|
|
PPG Industries, Inc.
|
|
Eastman Chemical Company
|
|
Sherwin Williams Company
|
|
Eaton Corporation
|
|
Smurfit Westrock
|
|
34
|
Amcor plc | 2025 Proxy Statement
|
|
Name
|
STI %
at Target
(as % of Base
Salary)
|
STI % Range
|
STI %
Actual
|
STI Payment
(USD)
($)
|
Deferred
Equity
Awarded
(USD)
|
Deferred
Equity Award
(No. RSUs)
(2)
|
|
|
120
%
|
0% to 240% of base salary
|
71
%
|
$1,403,397
|
$701,698
|
76,473
|
|
Michael Casamento
(1)
|
100
%
|
0% to 200% of base salary
|
51
%
|
$652,418
|
$326,209
|
35,551
|
|
Fred Stephan
|
100
%
|
0% to 200% of base salary
|
38
%
|
$424,581
|
$212,291
|
23,136
|
|
Susana Suarez
Gonzalez
(1)
|
80
%
|
0% to 160% of base salary
|
48
%
|
$428,820
|
$214,410
|
23,367
|
|
Ian Wilson
(1)
|
80
%
|
0% to 160% of base salary
|
48
%
|
$505,256
|
$252,628
|
27,532
|
|
Amcor plc | 2025 Proxy Statement
|
35
|
|
Name
|
STI %
at Target
(as % of Base
Salary)
|
STI % Range
|
STI %
Actual
|
STI Payment
(USD)
($)
|
Deferred
Equity
Awarded
(USD)
|
Deferred
Equity Award
(No. RSUs)
(2)
|
|
Eric Roegner
|
75
%
|
0% to 150% of base salary
|
30
%
|
$316,540
|
$158,270
|
17,249
|
|
Michael Zacka
|
75
%
|
0% to 150% of base salary
|
24
%
|
$358,374
|
$179,187
|
19,529
|
|
36
|
Amcor plc | 2025 Proxy Statement
|
|
Category
|
Safety Targets
|
|
Financial Targets
|
|
Strategy and Organizational
Development Goals
|
|
|
Weighting
|
5%
|
75-80%
|
15-20%
|
|||
|
Outcome
|
Safety Target Missed
|
Financial Targets Partly Met
|
Strategy and Organizational Development
Goals Partly Met
|
|||
|
Comments
|
•
Total recordable incident
rate (TRIR) of 0.27 and 68%
of sites operating injury-free
for over 12 months
|
•
Net sales of $
15,009
million
•
GAAP net income of $511
million
•
Adjusted EPS of 71.2 cps
•
Adjusted EBIT of $1,723
million
•
Adjusted free cash flow of
$926 million
|
•
Significant progress on talent and
organizational matters, delivery of
strategic projects and advancement of
sustainability agenda
|
|
Amcor plc | 2025 Proxy Statement
|
37
|
|
Ansell Limited
|
Graphic Packaging International, Inc.
|
PepsiCo, Inc.
|
|
AptarGroup, Inc.
|
Huhtamäki Oyj
|
Sealed Air Corporation
|
|
Avery Dennison Corporation
|
International Paper Company
|
Silgan Holdings, Inc.
|
|
Ball Corporation
|
Johnson Johnson
|
Smurfit WestRock
|
|
Berry Global Group, Inc.
(3)
|
Kraft Heinz
|
Sonoco Products Company
|
|
Brambles Limited
|
Mondelez International, Inc.
|
The Procter Gamble Company
|
|
Coles Group Limited
|
Nestlé S.A.
|
Treasury Wine Estates Limited
|
|
Conagra Brands, Inc.
|
O-I Glass, Inc.
|
Unilever PLC
|
|
Crown Holdings, Inc.
|
Orora Limited
|
Wesfarmers Limited
|
|
Danone S.A.
|
Packaging Corporation of America
|
Woolworths Group Limited
|
|
General Mills, Inc.
|
|
38
|
Amcor plc | 2025 Proxy Statement
|
|
Amcor plc | 2025 Proxy Statement
|
39
|
|
40
|
Amcor plc | 2025 Proxy Statement
|
|
Amcor plc | 2025 Proxy Statement
|
41
|
|
42
|
Amcor plc | 2025 Proxy Statement
|
|
Name and Principal Position
|
Fiscal
Year
|
Salary
($)
|
Stock
Awards
($)
(2)
|
Option
Awards
($)
(2)
|
Non-Equity
Incentive Plan
Compensation
($)
(3)
|
All Other
Compensation
($)
(4)
|
Total
($)
|
|
|
Peter Konieczny
(1)
Chief Executive Officer
|
2025
|
1,822,278
|
3,879,938
|
996,984
|
1,403,397
|
355,732
|
8,458,329
|
|
|
2024
|
1,474,000
|
4,049,852
|
660,765
|
961,646
|
334,656
|
7,480,919
|
||
|
Michael Casamento
(1)
Executive Vice President, Finance
and Chief Financial Officer
|
2025
|
1,175,358
|
2,038,465
|
537,288
|
652,418
|
634,016
|
5,037,545
|
|
|
2024
|
1,126,883
|
3,611,194
|
534,905
|
681,693
|
584,814
|
6,539,489
|
||
|
2023
|
1,057,240
|
1,614,678
|
533,524
|
83,617
|
540,332
|
3,829,391
|
||
|
Fred Stephan
Chief Operating Officer, Global
Flexibles
|
2025
|
1,130,807
|
2,080,131
|
585,966
|
424,581
|
126,864
|
4,348,349
|
|
|
2024
|
1,045,440
|
3,430,772
|
501,555
|
527,237
|
110,287
|
5,615,291
|
||
|
2023
|
1,027,194
|
1,727,557
|
533,690
|
309,374
|
163,543
|
3,761,358
|
||
|
Susana Suarez Gonzalez
(1)
Executive Vice President, Chief
Human Resources Officer
|
2025
|
822,939
|
1,113,802
|
282,186
|
428,820
|
520,783
|
3,168,530
|
|
|
Ian Wilson
(1)
Executive Vice President,
Strategic Development
|
2025
|
992,571
|
1,349,204
|
344,223
|
505,256
|
130,205
|
3,321,459
|
|
|
Eric Roegner
Former President, Amcor Rigid
Packaging
|
2025
|
1,041,106
|
1,725,758
|
491,904
|
316,540
|
141,098
|
3,716,406
|
|
|
2024
|
1,021,996
|
2,162,136
|
490,245
|
145,634
|
135,377
|
3,955,388
|
||
|
2023
|
1,016,945
|
1,595,205
|
521,572
|
114,975
|
168,355
|
3,417,052
|
||
|
Michael Zacka
(1)
Former President, Amcor
Flexibles Europe, Middle East
Africa
|
2025
|
1,357,495
|
2,151,859
|
618,723
|
358,374
|
683,214
|
5,169,665
|
|
|
2024
|
1,312,098
|
3,751,404
|
622,775
|
416,841
|
724,390
|
6,827,508
|
||
|
2023
|
1,231,008
|
1,957,705
|
621,338
|
253,010
|
672,450
|
4,735,510
|
|
Amcor plc | 2025 Proxy Statement
|
43
|
|
Name
|
Fiscal
Year
|
Non-Monetary
Benefits
($)
(1)
|
Relocation
Expatriate
Expenses
($)
(2)
|
Taxes Paid by
Employer Related
to Relocation
Expatriate
Expenses
($)
|
Employer
Contributions
to Defined
Contribution
Plans
($)
|
Other
($)
|
Total
($)
|
|
|
Peter Konieczny
|
2025
|
124,549
|
—
|
3,281
|
227,902
|
—
|
355,732
|
|
|
Michael Casamento
|
2025
|
40,947
|
229,699
|
136,697
|
226,673
|
—
|
634,016
|
|
|
Fred Stephan
|
2025
|
14,400
|
—
|
—
|
110,397
|
2,067
|
126,864
|
|
|
Susana Suarez Gonzalez
|
2025
|
34,313
|
176,034
|
102,994
|
206,744
|
697
|
520,783
|
|
|
Ian Wilson
|
2025
|
130,205
|
—
|
—
|
—
|
—
|
130,205
|
|
|
Eric Roegner
|
2025
|
24,172
|
—
|
—
|
114,738
|
2,187
|
141,098
|
|
|
Michael Zacka
|
2025
|
74,152
|
207,576
|
173,295
|
227,902
|
288
|
683,214
|
|
44
|
Amcor plc | 2025 Proxy Statement
|
|
|
|
|
|
Estimated Future Payouts Under
Non-Equity Incentive
Plan Awards
|
|
Estimated Future Payouts
Under Equity Incentive
Plan Awards
|
All Other
Stock
Awards:
Number
of Shares
of Stock
or Units
(#)
|
Exercise
or Base
Price of
Option
Awards
($/Share)
|
Grant
Date Fair
Value of
Stock and
Options
Awards
(5)
|
||||
|
Name
|
Grant
Type
|
Grant
Date
|
Award
(Approval)
Date
|
Threshold
($)
|
Target
($)
|
Max
($)
|
|
Threshold
(#)
|
Target
(#)
|
Max
(#)
|
|||
|
Peter
Konieczny
|
STI-Cash
(1)
|
0
|
2,186,733
|
4,373,467
|
|||||||||
|
STI-
Deferred
Equity
(2)
|
$0
|
$1,093,367
|
$2,186,733
|
||||||||||
|
LTI
(3)
|
9/16/24
|
8/06/24
|
47,750
|
191,000
|
382,000
|
3,178,240
|
|||||||
|
LTI
(4)
|
9/16/24
|
8/06/24
|
68,100
|
272,400
|
544,800
|
11.12
|
996,984
|
||||||
|
Michael
Casamento
|
STI-Cash
(1)
|
0
|
1,182,914
|
2,365,828
|
|||||||||
|
STI-
Deferred
Equity
(2)
|
$0
|
$591,457
|
$1,182,914
|
||||||||||
|
LTI
(3)
|
9/16/24
|
8/06/24
|
25,725
|
102,900
|
205,800
|
1,712,256
|
|||||||
|
LTI
(4)
|
9/16/24
|
8/06/24
|
36,700
|
146,800
|
293,600
|
11.12
|
537,288
|
||||||
|
Fred
Stephan
|
STI-Cash
(1)
|
0
|
1,150,000
|
2,300,000
|
|||||||||
|
STI-
Deferred
Equity
(2)
|
$0
|
$575,000
|
$1,150,000
|
||||||||||
|
LTI
(3)
|
9/16/24
|
8/06/24
|
28,063
|
112,250
|
224,500
|
1,867,840
|
|||||||
|
LTI
(4)
|
9/16/24
|
8/06/24
|
40,025
|
160,100
|
320,200
|
11.12
|
585,966
|
||||||
|
Susana
Suarez
Gonzalez
|
STI-Cash
(1)
|
0
|
662,584
|
1,325,167
|
|
||||||||
|
STI-
Deferred
Equity
(2)
|
|
$0
|
$331,292
|
$662,584
|
|||||||||
|
LTI
(3)
|
9/16/24
|
8/06/24
|
|
13,513
|
54,050
|
108,100
|
899,392
|
||||||
|
LTI
(4)
|
9/16/24
|
8/06/24
|
|
19,275
|
77,100
|
154,200
|
11.12
|
282,186
|
|||||
|
Ian Wilson
|
STI-Cash
(1)
|
0
|
799,162
|
1,598,324
|
|
||||||||
|
STI-
Deferred
Equity
(2)
|
|
$0
|
$399,581
|
$799,162
|
|||||||||
|
LTI
(3)
|
9/16/24
|
8/06/24
|
|
16,475
|
65,900
|
131,800
|
1,096,576
|
||||||
|
LTI
(4)
|
9/16/24
|
8/06/24
|
|
23,513
|
94,050
|
188,100
|
11.12
|
344,223
|
|||||
|
Eric
Roegner
|
STI-Cash
(1)
|
0
|
785,660
|
1,571,319
|
|
||||||||
|
STI-
Deferred
Equity
(2)
|
|
$0
|
$392,830
|
$785,660
|
|||||||||
|
LTI
(3)
|
9/16/24
|
8/06/24
|
|
23,550
|
94,200
|
188,400
|
1,567,488
|
||||||
|
LTI
(4)
|
9/16/24
|
8/06/24
|
33,600
|
134,400
|
268,800
|
11.12
|
491,904
|
||||||
|
Michael
Zacka
|
STI-Cash
(1)
|
0
|
1,021,928
|
2,043,855
|
|||||||||
|
STI-
Deferred
Equity
(2)
|
$0
|
$510,964
|
$1,021,928
|
||||||||||
|
LTI
(3)
|
9/16/24
|
8/06/24
|
29,638
|
118,550
|
237,100
|
1,972,672
|
|||||||
|
LTI
(4)
|
9/16/24
|
8/06/24
|
42,263
|
169,050
|
338,100
|
11.12
|
618,723
|
||||||
|
Amcor plc | 2025 Proxy Statement
|
45
|
|
46
|
Amcor plc | 2025 Proxy Statement
|
|
|
|
|
Option Awards
|
Stock Awards
|
||||||||
|
Name
|
Plan
|
Grant
Year
|
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
|
Equity
Incentive
Plan Awards:
Number of
Unearned
Options That
Have Not
Vested
(1)
(#)
|
Option
Exercise
Price
($/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)
($)
|
Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
(1)
(#)
|
Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
(3)
($)
|
||
|
Peter
Konieczny
|
Short-
Term
Incentive
- Deferred
Equity
|
2025
(4)
|
48,766
|
448,160
|
||||||||
|
2024
(5)
|
18,214
|
167,387
|
||||||||||
|
Long-
Term
Incentive
|
2025
(6)
|
544,800
|
11.12
|
9/16/34
|
382,000
|
3,510,580
|
||||||
|
2024
(7)
|
455,700
|
9.35
|
9/15/33
|
321,700
|
2,956,423
|
|||||||
|
2023
(8)
|
11.79
|
10/31/28
|
||||||||||
|
2022
(9)
|
130,700
|
12.40
|
10/31/27
|
|||||||||
|
2021
(10)
|
241,527
|
11.21
|
10/31/26
|
|||||||||
|
SERSP
|
2024
(12)
|
170,000
|
1,562,300
|
|||||||||
|
Michael
Casamento
|
Short-
Term
Incentive
- Deferred
Equity
|
2025
(4)
|
34,569
|
317,689
|
||||||||
|
2024
(5)
|
4,213
|
38,717
|
||||||||||
|
Long-
Term
Incentive
|
2025
(6)
|
293,600
|
11.12
|
9/16/34
|
205,800
|
1,891,302
|
||||||
|
2024
(7)
|
368,900
|
9.35
|
9/15/33
|
260,400
|
2,393,076
|
|||||||
|
2023
(8)
|
11.79
|
10/31/28
|
||||||||||
|
2022
(9)
|
105,775
|
12.40
|
10/31/27
|
|||||||||
|
2021
(10)
|
174,557
|
11.21
|
10/31/26
|
|||||||||
|
SERSP
|
2024
(12)
|
170,000
|
1,562,300
|
|||||||||
|
Amcor plc | 2025 Proxy Statement
|
47
|
|
|
|
|
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)
($)
|
||
|
Fred
Stephan
|
Short-
Term
Incentive
- Deferred
Equity
|
2025
(4)
|
26,737
|
245,713
|
||||||||
|
2024
(5)
|
15,585
|
143,226
|
||||||||||
|
Long-
Term
Incentive
|
2025
(6)
|
320,200
|
11.12
|
9/16/34
|
224,500
|
2,063,155
|
||||||
|
2024
(7)
|
345,900
|
9.35
|
9/15/33
|
244,200
|
2,244,198
|
|||||||
|
2023
(8)
|
11.79
|
10/31/28
|
||||||||||
|
2022
(9)
|
97,025
|
12.40
|
10/31/27
|
|||||||||
|
2021
(10)
|
171,513
|
11.21
|
10/31/26
|
|||||||||
|
SERSP
|
2024
(12)
|
170,000
|
1,562,300
|
|||||||||
|
Susana
Suarez
Gonzalez
|
Short-
Term
Incentive
- Deferred
Equity
|
2025
(4)
|
22,770
|
209,256
|
||||||||
|
2024
(5)
|
8,756
|
80,468
|
||||||||||
|
Long-
Term
Incentive
|
2025
(6)
|
154,200
|
11.12
|
9/16/34
|
108,100
|
993,439
|
||||||
|
2024
(7)
|
191,700
|
9.35
|
9/15/33
|
135,300
|
1,243,407
|
|||||||
|
2023
(8)
|
11.79
|
10/31/28
|
||||||||||
|
SERSP
|
2024
(12)
|
70,000
|
643,300
|
|||||||||
|
Ian Wilson
|
Short-
Term
Incentive
- Deferred
Equity
|
2025
(4)
|
28,081
|
258,064
|
||||||||
|
2024
(5)
|
10,809
|
99,335
|
||||||||||
|
Long-
Term
Incentive
|
2025
(6)
|
188,100
|
11.12
|
9/16/34
|
131,800
|
1,211,242
|
||||||
|
2024
(7)
|
236,600
|
9.35
|
9/15/33
|
167,100
|
1,535,649
|
|||||||
|
2023
(8)
|
11.79
|
10/31/28
|
||||||||||
|
2022
(9)
|
76,225
|
12.40
|
10/31/27
|
|||||||||
|
2021
(10)
|
129,354
|
11.21
|
10/31/26
|
|||||||||
|
2020
(11)
|
793,724
|
9.81
|
10/31/25
|
|||||||||
|
SERSP
|
2024
(12)
|
70,000
|
643,300
|
|||||||||
|
48
|
Amcor plc | 2025 Proxy Statement
|
|
|
|
|
Option Awards
|
Stock Awards
|
||||||||
|
Name
|
Plan
|
Grant
Year
|
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
|
Equity
Incentive
Plan Awards:
Number of
Unearned
Options That
Have Not
Vested
(1)
(#)
|
Option
Exercise
Price
($/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)
($)
|
Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
(1)
(#)
|
Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
(3)
($)
|
||
|
Eric
Roegner
|
Short-
Term
Incentive
- Deferred
Equity
|
2025
(4)
|
7,386
|
67,877
|
||||||||
|
2024
(5)
|
5,792
|
53,228
|
||||||||||
|
Long-
Term
Incentive
|
2025
(6)
|
268,800
|
11.12
|
9/16/34
|
188,400
|
1,731,396
|
||||||
|
2024
(7)
|
338,100
|
9.35
|
9/15/33
|
238,700
|
2,193,653
|
|||||||
|
2023
(8)
|
11.79
|
10/31/28
|
||||||||||
|
2022
(9)
|
100,425
|
12.40
|
10/31/27
|
|||||||||
|
2021
(10)
|
191,445
|
11.21
|
10/31/26
|
|||||||||
|
SERSP
|
2024
(12)
|
60,000
|
551,400
|
|||||||||
|
Michael
Zacka
|
Short-
Term
Incentive
- Deferred
Equity
|
2025
(4)
|
21,138
|
194,258
|
||||||||
|
2024
(5)
|
12,746
|
117,136
|
||||||||||
|
Long-
Term
Incentive
|
2025
(6)
|
338,100
|
11.12
|
9/16/34
|
237,100
|
2,178,949
|
||||||
|
2024
(7)
|
429,500
|
9.35
|
9/15/33
|
303,200
|
2,786,408
|
|||||||
|
2023
(8)
|
11.79
|
10/31/28
|
||||||||||
|
2022
(9)
|
123,175
|
12.40
|
10/31/27
|
|||||||||
|
2021
(10)
|
227,641
|
11.21
|
10/31/26
|
|||||||||
|
SERSP
|
2024
(12)
|
170,000
|
1,562,300
|
|||||||||
|
Amcor plc | 2025 Proxy Statement
|
49
|
|
|
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
|
—
|
—
|
104,762
|
1,177,323
|
||
|
Michael Casamento
|
—
|
—
|
|
84,789
|
946,245
|
|
|
Fred Stephan
|
—
|
—
|
|
84,058
|
938,087
|
|
|
Susana Suarez Gonzalez
|
—
|
—
|
|
58,700
|
729,348
|
|
|
Ian Wilson
|
517,154
|
93,088
|
|
68,833
|
777,080
|
|
|
Eric Roegner
|
400,000
|
403,000
|
|
60,074
|
670,426
|
|
|
Michael Zacka
|
—
|
—
|
93,673
|
1,059,776
|
||
|
50
|
Amcor plc | 2025 Proxy Statement
|
|
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)
($)
|
|
|
Eric Roegner
|
279,993
|
100,949
|
376,871
|
0
|
3,971,925
|
|
|
Fred Stephan
|
0
|
85,897
|
228,853
|
0
|
2,079,785
|
|
|
Susana Suarez Gonzalez
|
51,381
|
28,965
|
52,097
|
0
|
478,142
|
|
Amcor plc | 2025 Proxy Statement
|
51
|
|
|
Peter
Konieczny
|
Michael
Casamento
|
Fred Stephan
|
Susana Suarez
Gonzalez
|
Ian Wilson
|
Eric Roegner
|
Michael Zacka
|
|
Termination
Payment ($)
(12 months’
base
salary)
(1)(2)
|
1,822,278
|
1,182,914
|
1,150,000
|
828,229
|
998,952
|
1,047,546
|
1,362,570
|
|
52
|
Amcor plc | 2025 Proxy Statement
|
|
Amcor plc | 2025 Proxy Statement
|
53
|
|
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)
|
|
|
2025
|
|
|
|
|
|
|
|
|
|
|
|
|
2024
|
|
|
|
|
|
|
|
|
|
|
|
|
2023
|
—
|
—
|
|
(
|
|
(
|
|
|
|
|
|
|
2022
|
—
|
—
|
|
|
|
|
|
|
|
|
|
|
2021
|
—
|
—
|
|
|
|
|
|
|
|
|
|
|
Year
|
PEO(s)
|
Non-PEO NEOs
|
|
2025
|
|
Michael Casamento
,
Eric Roegner
,
Fred Stephan
,
Michael Zacka
,
Susana Suarez Gonzalez
and
Ian Wilson
|
|
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
|
|
54
|
Amcor plc | 2025 Proxy Statement
|
|
2025
|
||||
|
Adjustments to Determine
Compensation “Actually Paid” (CAP)
|
PEO
|
Non-PEO NEOs
|
||
|
($)
|
($)
|
|||
|
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)
|
|
|
||
|
Amcor plc | 2025 Proxy Statement
|
55
|
|
|
|
|
|
|
|
56
|
Amcor plc | 2025 Proxy Statement
|
|
Amcor plc | 2025 Proxy Statement
|
57
|
|
|
2025
($)
|
2024
($)
|
|
||
|
Audit Fees
(1)
|
$16,874,000
|
$
13,307,000
|
|
||
|
Audit-Related Fees
(2)
|
83,000
|
102,000
|
|
||
|
Tax Fees
(3)
|
1,762,000
|
411,000
|
|
||
|
Other Fees
(4)
|
44,000
|
2,000
|
|
||
|
TOTAL FEES
|
18,763,000
|
13,822,000
|
|
|
58
|
Amcor plc | 2025 Proxy Statement
|
|
Amcor plc | 2025 Proxy Statement
|
59
|
|
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,
2026
.
|
|
60
|
Amcor plc | 2025 Proxy Statement
|
|
The Board of Directors recommends a vote
“FOR”
the approval of the Compensation of our NEOs.
|
|
Amcor plc | 2025 Proxy Statement
|
61
|
|
The Board of Directors recommends a vote for every
“1 YEAR”
as the frequency with which shareholders are provided
an advisory vote on executive compensation.
|
|
62
|
Amcor plc | 2025 Proxy Statement
|
|
The Board of Directors recommends a vote
“FOR”
the approval of the amendment to the Memorandum to effect the
Reverse Stock Split.
|
|
Amcor plc | 2025 Proxy Statement
|
63
|
|
64
|
Amcor plc | 2025 Proxy Statement
|
|
Amcor plc | 2025 Proxy Statement
|
65
|
|
66
|
Amcor plc | 2025 Proxy Statement
|
|
Amcor plc | 2025 Proxy Statement
|
67
|
|
68
|
Amcor plc | 2025 Proxy Statement
|
|
Amcor plc | 2025 Proxy Statement
|
69
|
|
70
|
Amcor plc | 2025 Proxy Statement
|
|
Amcor plc | 2025 Proxy Statement
|
71
|
|
72
|
Amcor plc | 2025 Proxy Statement
|
|
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,
2025
, 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.
|
|
Amcor plc | 2025 Proxy Statement
|
73
|
|
74
|
Amcor plc | 2025 Proxy Statement
|
|
Amcor plc | 2025 Proxy Statement
|
75
|
|
76
|
Amcor plc | 2025 Proxy Statement
|
|
www.amcor.com
|
|
|
AMCOR PLC
|
|||||||||||||||||||||||||||||||||||||
|
The Board of Directors recommends you
vote FOR the following:
|
|||||||||||||||||||||||||||||||||||||
|
1.
|
Re-election of Directors
|
||||||||||||||||||||||||||||||||||||
|
Nominees:
|
For
|
Against
|
Abstain
|
||||||||||||||||||||||||||||||||||
|
1a.
|
Graeme Liebelt
|
☐
|
☐
|
☐
|
The Board of Directors recommends you vote FOR
proposals 2, 3, and 5, and for 1 YEAR for proposal 4.
|
For
|
Against
|
Abstain
|
|||||||||||||||||||||||||||||
|
1b.
|
Stephen E. Sterrett
|
☐
|
☐
|
☐
|
|||||||||||||||||||||||||||||||||
|
2.
|
Ratification of PricewaterhouseCoopers AG as our
independent registered public accounting firm for
fiscal year 2026.
|
☐
|
☐
|
☐
|
|||||||||||||||||||||||||||||||||
|
1c.
|
Peter Konieczny
|
☐
|
☐
|
☐
|
|||||||||||||||||||||||||||||||||
|
1d.
|
Achal Agarwal
|
☐
|
☐
|
☐
|
|||||||||||||||||||||||||||||||||
|
3.
|
To approve, by non-binding, advisory vote, the
Company’s executive compensation.
|
☐
|
☐
|
☐
|
|||||||||||||||||||||||||||||||||
|
1e.
|
Susan Carter
|
☐
|
☐
|
☐
|
|||||||||||||||||||||||||||||||||
|
1f.
|
Graham Chipchase CBE
|
☐
|
☐
|
☐
|
1 Year
|
2 Years
|
3 Years
|
Abstain
|
|||||||||||||||||||||||||||||
|
1g.
|
Jonathan F. Foster
|
☐
|
☐
|
☐
|
4.
|
To approve, by non-binding, advisory
vote, the frequency of casting an
advisory vote on executive
compensation (“Frequency Vote”).
|
☐
|
☐
|
☐
|
☐
|
|||||||||||||||||||||||||||
|
1h.
|
Lucrèce Foufopoulos-De Ridder
|
☐
|
☐
|
☐
|
|||||||||||||||||||||||||||||||||
|
1i.
|
James T. Glerum, Jr.
|
☐
|
☐
|
☐
|
For
|
Against
|
Abstain
|
||||||||||||||||||||||||||||||
|
1j.
|
Nicholas T. Long (Tom)
|
☐
|
☐
|
☐
|
5.
|
To approve the Amendment to the
Amcor plc Memorandum of Association
to effect a reverse stock split.
|
☐
|
☐
|
☐
|
||||||||||||||||||||||||||||
|
1k.
|
Jill A. Rahman
|
☐
|
☐
|
☐
|
|||||||||||||||||||||||||||||||||
|
NOTE:
Such other business as may properly come
before the meeting or any adjournment thereof.
|
|||||||||||||||||||||||||||||||||||||
|
Please indicate if you plan to attend this meeting.
|
☐
|
☐
|
|||||||||||||||||||||||||||||||||||
|
Yes
|
No
|
||||||||||||||||||||||||||||||||||||
|
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint
owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.
|
|||||||||||||||||||||||||||||||||||||
|
Signature [PLEASE SIGN WITHIN BOX]
|
Date
|
Signature (Joint Owners)
|
Date
|
||||||||||||||||||||||||||||||||||
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|