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Avery Dennison AGM: Shareholders Reject Independent Chair Push as Company Boosts Dividend 6%

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Key Points

  • Independent chair proposal rejected: A stockholder proposal to separate the roles of chairman and CEO received about 39% support and did not pass.
  • Governance votes affirmed the board: All 10 director nominees were elected (each with ~86% support), the advisory executive-compensation vote was approved (~95%), and PwC was ratified as auditor (~94%).
  • Dividend uptick and guidance context: The company announced a 6% quarterly dividend increase to $1 per share, and CEO Deon Stander said Q2 guidance reflected an inventory pre-buy unwind and that the first half of 2026 is in line with consensus.
  • MarketBeat previews top five stocks to own in June.

Avery Dennison NYSE: AVY held its 2026 annual meeting of stockholders virtually, with Board Chairman Mitch Butier outlining the items up for vote and later announcing a quarterly dividend increase.

Meeting format and agenda

Butier said the company’s annual meeting was conducted online to allow stockholders to participate without traveling. He noted that questions would be addressed after the formal business portion was adjourned and that only validated stockholders could submit questions through the virtual platform.

The meeting was held pursuant to a notice mailed or made available on March 12, 2026, to stockholders of record as of March 2, 2026, which the board set as the record date. The proposals brought before stockholders were:

  • Election of 10 director nominees for one-year terms
  • An advisory vote to approve executive compensation
  • Ratification of PricewaterhouseCoopers LLP (PwC) as the independent registered public accounting firm for fiscal year 2026
  • A stockholder proposal requesting an independent board chairman

Quorum and attendance

Corporate Secretary Vikas Arora reported that the company had an affidavit from Broadridge Financial Solutions confirming the March 12 distribution of meeting notice and said notice was properly given. Arora said 71,592,791 shares were represented “immediately prior to the commencement of the meeting in person or by proxy,” representing about 93% of the 76,917,031 shares outstanding and entitled to vote. He said a quorum was present and the meeting was “lawfully convened.”

Director slate and governance proposal

Before voting began, Butier welcomed the board’s newest director, David Flitman, who joined in July 2025. Butier said Flitman’s experience in “food distribution, industrial goods, and material science,” along with his background as a public company CEO and experience with board and compensation committee matters, “complements and advances the collective skill set of our board.”

Butier listed the 10 nominees for election: Bradley Alford, Ward Dickson, David Flitman, Andres Lopez, Maria Fernanda Mejia, Francesca Reverberi, Patrick Siewert, Deon Stander, William Wagner, and Mitch Butier. The board recommended a vote in favor of all nominees, he said.

Stockholder John Chevedden presented proposal four, calling for the company to adopt “an enduring policy” to separate the roles of chairman and CEO, with the chairman being an independent director. Chevedden argued that an independent chair “improves corporate governance” by strengthening oversight, mitigating conflicts of interest, and enhancing transparency and shareholder confidence. He also pointed to the company’s share price, saying Avery Dennison stock “was at $229 in 2021” and “at only $162 now in spite of a robust stock market,” and urged stockholders to vote in favor of the proposal.

Voting results

Arora provided preliminary results following the close of polls. According to the preliminary count:

  • Director elections: At least 58,397,905 shares, or about 86% of voted shares, supported the election of each nominee; all 10 were elected.
  • Advisory vote on executive compensation: 64,573,620 shares, or about 95% of voted shares, supported the proposal; the measure was approved.
  • Audit firm ratification: 67,165,746 shares, or about 94% of voted shares, supported ratifying PwC; the appointment was ratified.
  • Independent chair proposal: 26,486,735 shares, or about 39% of voted shares, supported the proposal; it did not receive a majority and was not approved.

Arora said the company would file final voting results with the SEC on Form 8-K on or before May 6, 2026.

Dividend increase and Q&A on guidance reaction

After adjourning the business portion of the meeting, Butier said the company announced “a 6% increase in our quarterly dividend to $1 per share” earlier that morning.

During the question-and-answer portion, a stockholder asked about the company’s shares falling nearly 3% following the release of second-quarter guidance that “fell short of analyst expectations.” In response, CEO Deon Stander pointed to first-quarter performance and an inventory dynamic he said affected the guidance comparison.

“We delivered $2.47 in the first quarter, which included about $0.05 for pre-buy of inventory from our customers in that quarter,” Stander said. He added that second-quarter guidance reflects the “pre-buy value unwinding largely in the second quarter.” Stander said that when combining the first-quarter results and second-quarter outlook, the company is “in line with consensus for the first half of 2026,” and added that in the days since announcing first-quarter results, the company “continue[s] to trade above our packaging and paper peers.”

No other questions were submitted, and Butier thanked participants for their continued support before the meeting concluded.

About Avery Dennison NYSE: AVY

Avery Dennison NYSE: AVY is a global materials science and manufacturing company specializing in labeling and packaging solutions. The company develops pressure-sensitive materials, tags and labels, and adhesive technologies that help brands and businesses enhance product identification, branding and supply-chain performance. Avery Dennison's offerings range from industrial and retail labeling to high-performance tapes, films and graphics materials used across multiple end markets.

The company operates through several key segments, including Label and Graphic Materials, which supplies pressure-sensitive materials for consumer goods; Retail Branding and Information Solutions, offering apparel tags, RFID inlays and digital product identification; Pressure-Sensitive Materials, providing specialty tapes and adhesives; and RF Technologies, focused on advanced RFID and IoT labeling solutions.

Further Reading

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