AVERY DENNISON CORPORATION | Separate Chair & CEO at Avery Dennison Corporation

Status
Filed
Previous AGM date
Resolution details
Company ticker
AVY
Lead filer
John Chevedden
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • CEO / chair duality
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Materials
Company HQ country
United States
Resolved clause
RESOLVED : Shareholders request that the Board of Directors adopt an enduring policy, and amend the governing documents as necessary in order that 2 separate people hold the office of the Chairman and the office of the CEO as soon as possible.
Supporting statement
The Chairman of the Board shall be an Independent Director. A Lead Director shall not be a substitute for an independent Board Chairman. The Board shall have the discretion to select an interim Chairman of the Board, who is not an Independent Director, to serve while the Board is required to seek an Independent Chairman of the Board on an accelerated basis. This policy could be phased in when there is a contract renewal for our current CEO or for the next CEO transition although it is better to adopt it now. An independent Board Chairman at all times improves corporate governance by bringing impartiality, objective oversight, and external expertise to board decisions, mitigating conflicts of interest, enhancing transparency, and boosting shareholder confidence. This detached perspective allows the chairman to focus on shareholder interests , strengthen management accountability, and provide critical checks and balances, ultimately contributing to long-term sustainability and credibility. This may be a particularly good time to consider the merits of this proposal. Avery Dennison stock was at $229 in 2021 and fell to $160 in late 2025 despite a robust stock market. Reports throughout the year highlighted signs of weakness in Avery Dennison?s financial performance compared to previous years. One analysis noted that while the company performed strongly in 2024, its revenue and profitability slipped in 2025 despite cost-cutting efforts. In its first-quarter 2025 earnings report, Avery Dennison missed analyst expectations for both earnings per share and revenue. This was repeated in the second quarter, when the company again missed revenue expectations. Avery Dennison's shares have underperformed, with its stock declining significantly while the broader S&P 500 has increased. Multiple articles in October 2025 also noted the stock reaching a new 52-week low. In January 2025, Avery Dennison forecast its full-year profit below analyst estimates, citing a strong U.S. dollar as a contributing factor. Throughout the year, market analysts downgraded the stock, changed their ratings to "Hold," and lowered their price targets due to weakening fundamentals, risk, and macroeconomic uncertainty. Trade-policy impacts resulted in lower sourcing demand in the apparel and retail sectors in Q2 2025. Organic sales declined in the Materials Group, and the Solutions Group experienced lower volume in apparel categories.

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