8-K
Amcor plc (AMCR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
| CURRENT REPORT<br>Pursuant to Section 13 or 15(d)<br>of the Securities Exchange Act of 1934 |
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Date of Report (Date of earliest event reported): March 16, 2024
| AMCOR PLC | |||||
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| (Exact name of registrant as specified in its charter) | Jersey | 001-38932 | 98-1455367 | ||
| --- | --- | --- | |||
| (State or other jurisdiction <br>of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | 83 Tower Road North | ||
| --- | --- | ||||
| Warmley, Bristol | |||||
| United Kingdom | BS30 8XP | ||||
| (Address of principal executive offices) | (Zip Code) |
+44 117 9753200
| (Registrant’s telephone number, including area code) |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Ordinary Shares, par value $0.01 per share | AMCR | New York Stock Exchange |
| 1.125% Guaranteed Senior Notes Due 2027 | AUKF/27 | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| ☐ | Emerging growth company |
|---|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 16, 2024, Ronald Delia notified Amcor plc (the “Company”) of his intention to retire as the Company’s Chief Executive Officer and as a member of the Company’s Board of Directors (the “Board”) for health reasons. The effective date of Mr. Delia’s retirement as both an officer and director of the Company and any of its subsidiaries, including as the Company’s Chief Executive Officer, will be April 15, 2024. Following his retirement as an officer and director, Mr. Delia will remain employed by the Company in a consulting and transition capacity in a non-executive role with the title of Senior Advisor, to ensure a smooth transition of duties, until September 30, 2024 (the “Retirement Date”). In his role as Senior Advisor, Mr. Delia will report to the Company’s Chairman. Mr. Delia’s retirement is not as a result of any disagreements with the Company.
In connection with Mr. Delia’s retirement, he has entered into a Transition and Release Agreement with the Company, dated March 16, 2024 (the “Transition and Release Agreement”), which serves as an amendment to any relevant clauses included in Mr. Delia’s employment contracts with the Company, including but not limited to the Offer of Employment, dated January 21, 2015 (the “Delia Original Employment Offer”). The Transition and Release Agreement provides for the following, in exchange for Mr. Delia’s execution of a general release of claims, as well as continued compliance with the covenants in the Transition and Release Agreement: (1) continued base salary at the amount Mr. Delia was receiving immediately prior to his retirement through the Retirement Date; (2) the right to receive the cash bonus, if any is earned, under the Company’s Management Incentive Plan (the “MIP”) for the fiscal year ending June 30, 2024, at the same time such bonuses are otherwise paid, with the entire amount payable in cash (including any portion due under the Equity Management Incentive Plan (the “EMIP”)); (3) the continued right to vest in any equity awards issued pursuant to the EMIP and the Company’s Long Term Incentive Plan (the “LTIP”) 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, payable following the Retirement Date; (5) the right to receive a pro-rated MIP award for the fiscal year ended June 30, 2025, if any is earned, to be paid at the same time such bonuses are otherwise paid, with the entire amount payable in cash (including any portion due under the EMIP); (6) relocation assistance from his residence in Switzerland; (7) if a timely election is made for continued health care coverage under the Company’s medical, dental and vision plans, as permitted by COBRA, the Company will cover the employer portion of any applicable premium 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 restricted stock units (“RSUs”) under the EMIP; (10) the right to exercise vested stock options for 90 days after the Retirement Date, consistent with the terms of the stock option award agreements, 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 the Company’s expense, for a period of 12 months, which may be commenced before the Retirement Date but shall be completed not later than 12 months from the Retirement Date. Mr. Delia will not receive any grants of additional equity awards under the EMIP and the LTIP, nor will he receive an allocation of employer contributions under the Amcor Rigid Packaging Deferred Compensation Plan for the 2024 calendar year.
In exchange for the payments made under the Transition and Release Agreement, Mr. Delia provides a general release of claims as related to the Company and its affiliates, officers, directors, and shareholders. 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.
The Board has engaged a third-party search firm to conduct a full internal and external search for Mr. Delia’s replacement as Chief Executive Officer. The Board has taken action to reduce the size of the Board to nine members, effective immediately upon Mr. Delia’s retirement as a director.
On March 19, 2024, the Company announced that Peter Konieczny, the Company’s current Chief Commercial Officer, will become Interim Chief Executive Officer (the “Interim CEO”) and carry the title of principal executive officer, effective upon the effectiveness of Mr. Delia’s retirement from his role as Chief Executive Officer. Mr. Konieczny will not become a director in connection with his appointment as Interim CEO. Mr. Konieczny, 59, has been employed by Amcor or its predecessors since 2010. He served as President, Amcor Flexibles, Europe, Middle East & Africa and Latin America between 2019 and 2020, President, Amcor Flexibles Europe, Middle East & Africa between 2015 and 2019, and President, Amcor Specialty Cartons between 2010 and 2015. Prior to Amcor, he had five years of experience in the packaging industry as 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 has been a management consultant with McKinsey & Company.
Mr. Konieczny is a party to an employment agreement with the Company, dated September 17, 2009 (the “Original Employment Agreement”). In connection with Mr. Konieczny’s appointment, he has entered into a letter agreement with the Company, dated March 16, 2024 (the “Interim CEO Letter Agreement”) that sets forth employment and compensation terms relating to his role as Interim CEO, and which incorporates certain terms of the Original Employment Agreement. Pursuant to the terms of the Interim CEO Letter Agreement, Mr. Konieczny will receive an increased annualized base salary of CHF 1,580,190. He will participate in the MIP for fiscal year 2024 at the level and terms previously provided to Mr. Delia, including a target percentage of 120% of base salary and a maximum range of 0 to 180% of base salary, and the same performance goals as previously set for Mr. Delia; the payout
to Mr. Konieczny at the end of the fiscal year will be prorated to reflect the period of time he served in each of the officer roles during the course of the year. Mr. Konieczny will also receive an RSU grant with respect to 170,000 ordinary shares with a vesting period that continues to February 2026. For such time as Mr. Konieczny is serving as Interim CEO, any LTIP grants made to him will be based on a grant date fair value of 200% of his base salary.
If the Company were to terminate Mr. Konieczny without cause (as defined in his Original Employment Agreement), or if Mr. Konieczny terminates his employment as a good leaver (as defined in the Interim CEO Letter Agreement), each while he is serving as Interim CEO, then he would be entitled to: (1) 12 months of base salary (at the Interim CEO level) as severance pay; (2) any MIP payment (including any portion due under the EMIP) previously earned at the time of termination, paid entirely in cash; (3) a pro-rated portion of the MIP award (including any portion due under the EMIP) for the performance period during which the termination occurs, paid entirely in cash; and (4) any other equity awards for which he has completed one-half of the performance period as of the termination date will continue to vest according to their terms on a pro-rated basis. Additionally, all outstanding RSUs granted to Mr. Konieczny under the EMIP, including those RSUs granted to him at the time he became Interim CEO, will become vested in full within 30 days after the employment termination date, and any notice period that he would be required to provide under his Original Employment Agreement will be deemed waived. Further, Mr. Konieczny’s restrictive covenants under his Original Employment Agreement will be extended to 12 months following termination of employment.
There are no transactions since the beginning of the Company’s last fiscal year in which the Company is a participant and in which Mr. Konieczny or any members of his immediate family have any interest that are required to be reported under Item 404(a) of Regulation S-K. No family relationships exist between Mr. Konieczny and any of the Company’s directors or executive officers. The appointment of Mr. Konieczny was not pursuant to any arrangement or understanding between him and any person, other than a director or executive officer of the Company acting in his or her official capacity.
The foregoing descriptions of the Transition and Release Agreement, the Delia Original Employment Offer, the Interim CEO Letter Agreement and the Original Employment Agreement are not complete and are in summary form only, and are qualified in their entirety by reference to the full text of the Transition and Release Agreement, the Delia Original Employment Offer, the Interim CEO Letter Agreement and the Original Employment Agreement which are filed as Exhibits 10.1, 10.2, 10.3, and 10.4 to this Current Report on Form 8-K, respectively. A copy of the press release announcing the retirement of Mr. Delia and the transition of Mr. Konieczny to the role of Interim CEO is filed as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
Exhibit Index
* This exhibit is a management contract or compensatory plan or arrangement.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AMCOR PLC | |||
|---|---|---|---|
| Date | March 19, 2024 | /s/ Damien Clayton | |
| Name: | Damien Clayton | ||
| Title: | Company Secretary |
a101-transitionandreleas
1 TRANSITION AND RELEASE AGREEMENT This Transition and Release Agreement (“Agreement”) is entered into as of March 16, 2024 (the “Effective Date”) and is by and between Ronald Stephen Delia (“Employee”) and Amcor plc (together with its subsidiaries and affiliates, including but not limited to Amcor Pty Ltd (formerly named Amcor Limited) and Amcor Rigid Plastics, Inc., “Company”). This agreement serves as an amendment to any relevant clauses included in Employee’s contract documents including without limitation the Offer of Employment by Amcor Limited to Employee dated 21 January 2015 (the “Offer Letter”) (together, the “Employment Documents”) that are addressed herein. 1. Retirement Date. Employee has advised the Company of his retirement. Company has agreed that Employee will continue to be employed as set forth below until September 30, 2024 (“Retirement Date”). Upon the Retirement Date, Employee will have no further employment or re-employment rights with Company. 2. Duties Through Retirement Date. Employee submits, and Company hereby accepts, Employee’s resignation as a director or officer of Company or any of its parent, subsidiary, or affiliated entities, including but not limited to resignation as the Chief Executive Officer of Amcor plc, effective on April 15, 2024 (the “Resignation Date”). Employee agrees to execute any documents needed to effect such resignation. From the Resignation Date through the Retirement Date, Employee shall be employed in a new non-executive role as a “Senior Advisor”. In the role of Senior Advisor, subject to Employee’s health considerations, Employee will report to the Chairman of the Board of Directors of Amcor plc (the “Chairman”) and work in consultation with the Chairman to facilitate an orderly transition of the duties of the Chief Executive Officer (including any interim Chief Executive Officer) to such person. It is understood that Employee will not incur a “separation from service” under Section 409A of the Internal Revenue Code (“Code Section 409A”) until the Retirement Date or any earlier termination of employment. 3. Compensation Through Retirement Date. During the period of Employee’s employment through the Retirement Date, Employee will continue to receive Employee’s base salary, as in effect on the date hereof, and benefits. Except as provided under the terms of any benefit plans in which Employee participates, all benefits will terminate effective at 11:59 p.m. on Retirement Date. Employee will remain entitled to receive the bonus, if any is earned, under the Management Incentive Plan (the “MIP”) and the Equity Management Incentive Plan (“EMIP”) for the fiscal year ending June 30, 2024, which will be payable in September, 2024 at the same time such bonuses are otherwise paid, but will receive the entire payment in cash (including any portion due under the EMIP). Employee will be entitled to continue to vest in any equity awards issued pursuant to the EMIP and the Long Term Incentive Plan (“LTIP”) for which the vesting date occurs prior to the Retirement Date (in particular, the EMIP for the fiscal year ended June 30, 2022) (contingent on any requirements for vesting being met), but Employee will not receive any grants of additional equity awards under the EMIP and LTIP after the date hereof. 4. Compensation and Benefits Following Retirement Date That Are Contingent on Release and Other Covenants. In return for consideration Employee provides in this Agreement and in satisfaction of (and conditional on adherence to) any post-employment clauses in the Employment Documents or included herein that survive after the Retirement Date, Company agrees to compensate Employee as follows:
2 a. Company will pay Employee a cash lump sum in the gross amount equal to 6 months of base salary within 30 days after the Retirement Date. b. Employee will be entitled to earn the MIP and EMIP awards for the fiscal year ending June 30, 2025, to the extent the performance goals established for such awards are met, provided that the amount so earned will be pro-rated to reflect the completed months that Employee was employed from July 1, 2024 to the Retirement Date. Such amount, if any is earned, will be paid at the same time as the MIP payment is made to other executives (expected to be in September of 2025), but will be entirely paid in cash (including any portion due under the EMIP). c. Employee’s outstanding but unvested restricted stock unit (“RSU”) award under the EMIP as of the Retirement Date (in particular, the EMIP for the fiscal year ending June 30, 2023) will become vested in full within 30 days after the Retirement Date. d. Employee’s awards under the LTIP will be treated as follows: i. Vested and unexercised stock options, including stock options that vest after the Effective Date but prior to the Retirement Date (in particular, the LTIP for the fiscal years ended June 30, 2019, 2020, and 2021), may be exercised for 90 days following the Retirement Date, as provided by the terms of the award agreement ii. Unvested awards (in particular, the LTIP for the fiscal years ended June 30, 2022 and 2023) will continue to vest on the scheduled vesting dates, assuming performance goals are met, but the number of stock options and/or performance shares that vest will be pro-rated to reflect the number of completed months that Employee was employed during the performance period through the Retirement Date. e. Other than specified above, Employee acknowledges that he will not be eligible to receive or vest in any additional stock options, stock awards, RSUs or performance shares. Failure to exercise any vested stock options within the applicable period as set forth in the applicable plan and/or grant documentation subject to modification as described above will result in their forfeiture. All terms and conditions that apply to stock options, stock awards, RSUs or performance shares not modified herein shall not be affected by this Agreement, shall remain in full force and effect, and shall govern the parties’ rights with respect to such equity-based awards. f. Employee is fully vested in his benefits under the Amcor Rigid Packaging Deferred Compensation Plan (“Deferred Compensation Plan”), and his benefits will be paid pursuant to the terms of the Deferred Compensation Plan and Employee’s applicable distribution elections. Per the terms of the Deferred Compensation Plan, Employee will not be entitled to receive an employer allocation for the 2024 calendar year. g. If Employee makes a timely election for continued health care coverage under Company’s medical, dental and vision plans, as permitted by COBRA, Company will cover the employer portion of any applicable premium for a period of 12 months following the Retirement Date. h. Company will pay (or reimburse Employee) for general relocation costs including support from a relocation advisor, the transportation of a reasonable amount of personal household
3 goods from Employee’s Swiss residence to Employee’s United States residence, any associated personal travel required to facilitate such a move, and assistance in the conclusion of accommodation lease arrangements. i. Company will continue to provide Employee with tax support services, at no cost to Employee, consistent with past practice, with respect to Employee’s tax obligations for calendar years 2023, 2024, 2025 and 2026. The Employee agrees to assist the Company or its tax support services provider by providing any required information and fulfilling any tax obligations in a timely manner. j. Employee will be able to retain his company-provided laptop, ipad and cell phone, together with related peripherals, provided Company has had the opportunity to remove all Company confidential information therefrom. k. All payments of compensation and other taxable benefits described herein will be subject to tax withholding as required by law. To the extent not satisfied by the Company’s tax withholding obligations, Employee will be responsible for any income tax obligations arising from the payment of compensation or provision of benefits as described above, with the exception of item (g) and the tax support services provided in (i). All tax obligations payable to jurisdictions outside the United States by virtue of the Employee’s presence in such jurisdictions as required by the Company shall be covered by the Company in accordance with the Employment Documents. l. Company will provide Employee with career transition assistance at Company’s expense, for a period of 12 months, which may be commenced before the Retirement Date but shall be completed not later than 12 months from the Retirement Date. m. Company will pay Employee’s reasonable attorneys’ fees incurred in connection with the negotiation and documentation of this Agreement and any related agreements. 5. Compensation and Benefits Following Retirement Date Not Contingent on Release and Other Covenants. Following the Retirement Date, Company agrees to compensate Employee as follows: a. Company will pay Employee for any accrued but unpaid base salary through the Retirement Date. b. Any unused vacation or leave hours outstanding or accrued in the period through to Retirement Date will be considered used during any periods of leave up to the Retirement Date. Any outstanding leave will be settled as part of any final paycheck after the Retirement Date. c. Except as modified by Section 4 above, Employee will be entitled to benefits following his Retirement Date under any Company-sponsored retirement or welfare benefit plans as may be provided in accordance with the terms of such plans. 6. Release. Employee, for Employee and Employee’s successors, administrators, heirs, and assigns, fully releases, waives, and forever discharges Company and Company’s parent, affiliates, and subsidiaries and their respective predecessors, successors, affiliates, assigns, shareholders, directors,
4 officers, agents, attorneys, employees, and benefit plan fiduciaries, whether past, present, or future (the “Released Parties”) from any and all actions, suits, debts, demands, damages, claims, judgments, or liabilities of any nature for personal or monetary relief, including costs and attorneys’ fees, whether known or unknown, including but not limited to all claims arising out of Employee’s hiring by, employment with, or separation from any of the Released Parties, and all of Employee’s rights under any Employment Documents. a. Employee specifically releases the Released Parties from all claims under federal, state, and local law or regulation (or foreign law), including but not limited to the following (or any state, local or foreign counterpart): Title VII of the Civil Rights Act, all other Civil Rights Acts, Executive Order 11246, Age Discrimination In Employment Act ("ADEA"), Older Worker Benefit Protection Act, Americans With Disabilities Act, Pregnancy Discrimination Act, Equal Pay Act, Fair Labor Standards Act, National Labor Relations Act, Family and Medical Leave Act, Consolidated Omnibus Budget Reconciliation Act ("COBRA"), Rehabilitation Act, Immigration Reform And Control Act, Employee Retirement Income Security Act, Worker Retraining Notification Act, Sarbanes-Oxley Act, , the Illinois Human Rights Act, the Illinois Union Employee Health and Benefits Protection Act, the Illinois Employment Contract Act, the Illinois Labor Dispute Act, the Illinois Day and Temporary Labor Services Act, the Illinois Equal Pay Act, the Victims’ Economic Security and Safety Act, the Illinois Gender Violence Act, the Illinois Biometric Information Privacy Act, the Illinois Genetic Information Privacy Act, the Cook County Human Rights Ordinance, the Chicago Human Rights Ordinance, the Australian Fair Work Act 2009, the Victorian Long Service Leave Act 2018, and any similar federal, state, or local law ordinance, rule, regulation, order, or common law claim, whether arising in tort, in contract, or otherwise, including but not limited to the following: i. all claims allegedly based on any actual or implied agreement, contract, promise, written or oral statement, or the alleged breach of any of these, as well as all claims for any tort, including but not limited to negligence, emotional distress, misrepresentation, defamation, invasion of privacy, or fraud; ii. all claims of wrongful termination of employment, adverse action, retaliation, whistleblowing, or discrimination of any kind; iii. all claims of any kind allegedly arising out of or related to Employee’s employment with Company, the termination of such employment, or the failure or refusal of Company to hire or reinstate Employee; and iv. all claims for severance pay, wages, bonuses, sick leave, personal leave, vacation pay, life or health insurance, or any other fringe benefit. Employee agrees that Company has paid Employee all monies and benefits earned and owed through the date hereof. b. Employee acknowledges and agrees that Employee’s releases and other promises and obligations contained in this Agreement are essential and constitute a material term of this Agreement and that, without such releases and other promises and obligations, no agreement would have been reached by the parties and no compensation would have been paid. Employee understands and acknowledges the significance and consequences of this Agreement itself and the releases and other promises and obligations contained in this Agreement.
5 c. Notwithstanding anything in this Agreement, Employee does not release any claims for: i. any obligations of the Company under this Agreement; ii. compensation for illness or injury or medical expenses under any workers’ compensation statute; iii. benefits under any plan maintained by any of the Released Parties that provides for retirement benefits, or entitlements under Australian superannuation legislation; iv. health benefits under any law or policy or plan currently maintained by any of the Released Parties that provides for health insurance continuation or conversion rights; v. claims for indemnification under the Company’s bylaws or claims for coverage under the Company’s directors & officers liability insurance policy; vi. any claim that cannot be waived or released; or vii. any rights or claims that may arise after the Effective Date. d. Employee irrevocably covenants that Employee will not file, nor voluntarily participate or assist in the prosecution of any legal proceedings of any kind against the Released Parties based on the conduct known to Employee as of the date of this Agreement. Nothing in this Agreement shall prevent Employee’s participation in any legal proceedings against any of the Released Parties in compliance with a summons or subpoena that requires such participation, or Employee’s participation in administrative proceedings or investigations of the Equal Employment Opportunity Commission (the “EEOC”), National Labor Relations Board, Illinois Department of Human Rights, the Chicago Commission on Human Relations, or similar government agency (whether local or foreign); provided, however, that this Agreement shall prevent Employee from receiving any monetary or financial damages or recoveries from the Company or any other Released Party and, if applicable, Employee from being reinstated to employment with the Company. Employee represents that Employee has not filed or asserted any claims whatsoever against the Released Parties. In addition, Employee agrees not to challenge the enforceability of any provision of this Agreement in any court of competent jurisdiction or arbitration, except as to validity under the ADEA. 7. No Admission of Liability. Employee agrees that neither this Agreement nor any performance under this Agreement constitutes an admission by any of the Released Parties of any violation or breach of any contract or federal, state, or local law, regulation, or common-law or any other wrongdoing of any type. 8. Cooperation. a. Employee agrees to provide reasonable cooperation with Company in the transition of the services that Employee provided to Company. Employee agrees to communicate with Company, its agents and attorneys, at reasonable times and places, and to respond to inquiries relating to the services that Employee provided to Company. b. Employee also agrees to provide reasonable cooperation with Company in connection with any pending or future litigation, proceeding or other matter which has been or may be brought against or by Company before any agency, court, or other tribunal and concerning or relating in any way to any matter falling within Employee’s knowledge or former area of responsibility. Such cooperation includes meeting with Company’s attorneys at reasonable
6 dates and times and providing requested information including, without limitation, facilitating and assisting in the preparation of any underlying defense, responding to discovery requests, preparing for and attending depositions as well as appearing in court to provide truthful testimony. Company will reimburse Employee for all reasonable out of pocket expenses incurred at the request of Company associated with such assistance. 9. Return of Property. On or before the Retirement Date, Employee will return the original and all copies of all things in his possession or control relating to Company or its business, including but not limited to Confidential Information (as defined in Appendix A hereto), any and all contracts, reports, memoranda, correspondence, manuals, forms, records, designs, budgets, contact information or lists (including customer, vendor or supplier lists), ledger sheets or other financial information, drawings, plans (including but not limited to business, marketing and strategic plans), personnel or other business files, computer hardware, software, or access codes, door and file keys, identification, credit cards, computer equipment and phones, and any and all other physical, intellectual, or personal property of any nature that he received, prepared, helped prepare, or directed preparation of in connection with his employment with Company. 10. Inventions. Within seven (7) days of the Retirement Date, Employee agrees to communicate to Company all inventions, ideas, and improvements (including those in the formative stages) which Employee conceived, made or discovered (whether alone or in conjunction with others) during the period of Employee’s employment by Company that may relate in any way to the business, processes, manufacturing operations, products, research, product development, engineering, machinery, or plans of Company (collectively, "Inventions"). Such Inventions will be Company’s exclusive property without any obligation on Company’s part to make any payment to Employee in addition to the compensation described in this Agreement. At Company’s request, Employee will sign documents relating to such Inventions and take any other requested reasonable actions to maintain and protect such Inventions. In addition, all other terms regarding the assignment of inventions as set forth in the Employment Documents continues to apply to the extent set forth therein. 11. Non-compete, non-solicitation and confidentiality. In consideration of the benefits provided by Section 4, Employee agrees to the non-compete, non-solicitation and confidentiality provisions set forth in Appendix A. 12. Non-Disparagement. Subject to the exceptions set out in Section 3 of Appendix A, Employee agrees that Employee will not defame Company or any of the Released Parties or make any disparaging remarks or negative comments or statements about such entities or individuals to any other person or entity, including but not limited to any competitor of Company or any of the Released Parties. It will not be a violation of Employee’s obligations under this section for Employee to make truthful statements, under oath, as required by law or formal legal process. Notwithstanding any provision of this Agreement to the contrary, Employee may provide any truthful and accurate information to, and cooperate with, any federal, state, local or foreign governmental agency or entity. Company agrees that neither it nor its directors and officers will defame Employee or make any disparaging remarks or negative comments or statements about him. 13. Effect of Employment Termination. If Employee’s employment ends prior to the Retirement Date for any reason other than Employee’s commission of a wrongful, dishonest, or fraudulent act that
7 brings the Company into disrepute, this Agreement shall nonetheless continue in force and effect through and following the Retirement Date as if Employee’s employment had not terminated. 14. Governing Law, Venue, and Jurisdiction. The provisions of this Agreement will be construed in accordance with the laws of the state in which Employee provided services to Company (i.e., Illinois) (the “Employee State”). The exclusive venue for any legal action arising from this Agreement will be the federal and state courts within the Employee State. Employee stipulates and consents to Employee State courts’ personal jurisdiction over Employee and waives any right to object to Employee State court’s jurisdiction. 15. Enforceability. If any provision of this Agreement is determined to be partially contrary to governing law or otherwise partially unenforceable, such provision and this Agreement will be enforced to the maximum extent permitted by law. If any provision of this Agreement is determined to be totally contrary to governing law or otherwise totally unenforceable, such provision will be severed and disregarded and the remainder of this Agreement will be enforced to the maximum extent permitted by law. Employee understands and agrees that Company will be entitled to immediate injunctive relief for any violation of Sections 8, 9, 10, 11, 12 or any provisions of Appendix A of this Agreement. 16. Application of Clawback Policy. Employee acknowledges and agrees that the Company’s clawback policy, as in effect on the date hereof and as it may be amended from time to time, will continue to apply to Employee following the Retirement Date. 17. No Trading without Board Consent. Employee agrees that he will not trade in the Company’s securities until 90 days after the Resignation Date without the express written permission of the Board, which shall not be unreasonably withheld. Employee acknowledges that he will remain subject to the terms of the Company’s Insider Trading Policy through the Retirement Date and any period thereafter during which he is in possession of material non-public information about the Company. 18. Agreement to Comply with Code Section 409A. The compensation and benefits payable under this Agreement or referenced in this Agreement are intended to comply with the requirements of Code Section 409A, to the extent applicable, or an exemption thereunder, and compensation and benefits payable under this Agreement or referenced in this Agreement will be interpreted and administered to avoid any penalty sanctions under Code Section 409A. Accordingly, all provisions herein, or incorporated by reference, shall be administered, construed, and interpreted to comply with Code Section 409A or an exemption thereunder and, if necessary, any such provision shall be deemed amended to comply with Code Section 409A. For purposes of Code Section 409A, each payment made or referenced under this Agreement shall be treated as a separate payment and any right to a series of installment payments shall be treated as the right to a series of separate payments. To the maximum extent permitted under Code Section 409A, any severance benefits payable under this Agreement are intended to comply with the “short term deferral exception” under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the “separation pay exception” under Treas. Reg. §1.409A-1(b)(9)(iii). If Employee is a “specified employee” (as that term is used in Code Section 409A) on the date of Employee’s “separation from service”, any severance benefits payable under this Agreement that constitute non-qualified deferred
8 compensation subject to Code Section 409A of the Code shall be delayed until the earlier of (i) the first business day following the six-month anniversary of the date of Employee’s “separation from service”, or (ii) the date of Executive’s death. 19. Miscellaneous. If there is any conflict between this Agreement and any non-compete or confidentiality agreements Employee may previously have entered, this Agreement controls. The headings of the sections of this Agreement are for convenience only and do not control or affect the meaning or construction of any provision of this Agreement. This Agreement may be executed in counterparts, each of which will be considered an original but all of which together will constitute one and the same agreement. This Agreement may not be modified, waived, or terminated unless such modification, waiver, or termination is agreed to in a writing signed by Employee and Company. Company’s failure to enforce any provision of this Agreement or to act promptly after a breach will not be deemed a waiver of any of Company’s rights. 20. Employee Acknowledgements. Employee further affirms and acknowledges that Employee (i) has read this Agreement in its entirety, (ii) has had sufficient time to consider the terms of this Agreement, (iii) understands that the terms of this Agreement are legally enforceable, (iv) fully appreciates the meaning of the terms of this Agreement and their effect, (v) has had the opportunity to negotiate with Company regarding any objectionable items, (vi) has conferred with Employee’s counsel for assistance and advice, (vii) has not received from Company any representations or inducements except those stated in this Agreement, and (viii) enters into this Agreement freely and voluntarily. Employee further affirms and acknowledges that the compensation and benefits described in Section 4 hereof are in exchange for a release of all claims that Employee has against the Released Parties and for Employee’s other promises and obligations described in this Agreement, including those set forth in Exhibit A. EXECUTED AND AGREED: Ronald Stephen Delia Amcor plc Signature: Signature: Date: March 16, 2024 Date: March 16, 2024 Name: Graeme Liebelt Title: Chairman
9 Appendix A Restrictive Covenants Agreement 1. Defined Terms. All capitalized terms used, but not defined, herein have the meanings given under the Transition And Release Agreement to which this Appendix is attached. 2. Employee Acknowledgements. Employee acknowledges and agrees that (a) the restrictions set forth herein are necessary to protect the Company’s legitimate business interests; (b) the restrictions set forth herein are no broader than necessary to protect the Company’s Confidential Information, trade secrets and goodwill, which cannot be adequately protected through an alternative restrictive covenant; (c) Employee’s obligations hereunder are supported by good and valuable consideration; and (d) the geographic restrictions set forth herein are reasonable and aligned with the geographic area in which Employee provided services to the Company, in which Employee had a material presence or influence within the Company, or in which Employee created customer contacts and goodwill. 3. Confidential Information. Employees agrees to comply with the terms of Section 21 (Confidential Information) of the Offer Letter, which is incorporated herein in its entirety (including all defined terms used therein), except as modified below. Employee agrees to extend the confidentiality obligations of the Offer Letter to the following types of information: (A) information belonging to others who have entrusted such information to the Company; and (B) information that would not have been known to the Company’s competitors or the public generally if Employee had not breached his obligations of confidentiality under the Offer Letter or this Appendix A. Nothing in the Offer Letter or this Appendix A shall restrict Employee’s rights to make a protected disclosure under the specific protected disclosure any laws applicable to Employee. Specifically, and without limiting the foregoing, nothing herein (i) interferes with Employee’s right and responsibility to give truthful testimony under oath, as required by law or formal legal process; (ii) precludes Employee from participating in an investigation, filing a charge, or otherwise communicating with or reporting good faith allegations of unlawful employment practices to the Equal Employment Opportunity Commission, the Illinois Department of Human Rights, the Chicago Commission on Human Relations, or the National Labor Relations Board; or (iii) restricts Employee’s right to report any good faith allegation of criminal conduct to appropriate law enforcement officials; or (iv) is intended to discourage or restrict Employee from reporting any theft of Trade Secrets pursuant to the Defend Trade Secrets Act of 2016 (the “DTSA”) or other applicable state or federal law; or (v) precludes Employee from disclosing information to the extent expressly permitted by the Australian Fair Work Act 2009. The DTSA prohibits retaliation against an employee because of whistleblower activity in connection with the disclosure of Trade Secrets, so long as any such disclosure is made either (A) in confidence to an attorney or a federal, state, or local government official and solely to report or investigate a suspected violation of the law, or (B) under seal in a complaint or other document filed in a lawsuit or other proceeding. 4. Restrictions. Unless waived by the Company at Employee’s request, such waiver not to be unreasonably withheld, the provisions of Section 28 (Restrictions) of the Offer Letter, as well as all defined terms included therein, are incorporated herein in their entirety. The Company is directing the Employee to, and the Employees agrees to, abide by the restrictions set forth in Section 28 of
10 the Offer Letter. The Employee hereby agrees that the definition of "Restraint Period" in the Offer Letter is amended as follows: "Restraint Period" means (i) the period of 12 months starting on the Retirement Date; or if held by a court of competent jurisdiction to be unenforceable, (ii) the period of 9 months starting on the Retirement Date; or if held by a court of competent jurisdiction to be unenforceable, (iii) the period of 6 months starting on the Retirement Date. 5. Reformation. Sections 3 and 4 of this Appendix are intended to comply with the Illinois Freedom to Work Act, as such may be amended from time to time, 820 ILCS 90 (2021) (the “Act”), and in the event it is determined not to comply with the Act, a court or arbitrator is hereby empowered to reform, reclassify, blue-pencil, or substitute any provision in Section 3 or 4 to cause such provisions to comply with the Act. Furthermore, if, at the time of enforcement of any provision of Section 3 or 4, a court or arbitrator holds that the restrictions stated therein are unreasonable or unenforceable under circumstances then existing, Employee agrees that the court or arbitrator is authorized to modify this Appendix. Employee further agrees that the arbitrator or court shall be permitted to substitute the maximum period, scope, or geographical area (or otherwise modify including by deleting any part of the relevant wording) as may be reasonable or permissible under such circumstances for the stated period, scope, or area.
a103-letteragreementmarc
1 March 16, 2024 Mr. Peter Konieczny RE: Interim Chief Executive Officer Dear Peter, On behalf of Amcor plc (the “Company”), I am pleased to provide this letter memorializing your promotion from Chief Commercial Officer to the position of Interim Chief Executive Officer of the Company (“Interim CEO”). 1. Position. As Interim CEO, you will have responsibilities as determined by the Board of Directors of the Company (the “Board”). Your duties and responsibilities are subject to change depending on the needs of the Company. 2. Compensation. While serving as Interim CEO: a. Your annualized base salary will be CHF 1,580,190. b. With respect to the Management Incentive Plan (the “MIP”) you will become subject to the same terms and conditions as currently apply to the Chief Executive Officer position, including the same target percentage of 120% of your base salary, the same minimum and maximum range from 0% to 180% of your base salary, and the same performance goals as have been established for such position for the current fiscal year. Following completion of the fiscal year, your actual MIP payout will be separately determined for the period that you served as the Chief Commercial Officer of the Company (based on your salary, target percentage and goals as in effect for that position) and as the Interim CEO (based on your salary, target percentage and goals as in effect for this position), and the payout amount will be pro-rated to reflect the period of time that you served in each role, provided you meet all other requirements to receive the payout. If you remain employed as the Interim CEO following the end of the current fiscal year, the Board will determine your MIP target and goals in the normal course. c. The number of shares subject to the LTIP grant made to you each year will be based on a grant date fair value equal to 200% of your base salary. In all other respects, your compensation and benefits while employed as set forth in your Employment Agreement dated 17 September 2009, as amended (the “Employment Agreement”) remain in full force and effect. 3. Termination Without Cause or as a Good Leaver. If the Company terminates your employment pursuant to Section 10(2) of your Employment Agreement (a termination
2 without “cause”) while you are serving as the Interim CEO, then any notice period you are otherwise required to satisfy pursuant to your Employment Agreement is waived, and in addition to the payment of 12 months of base salary as described therein (with base salary being determined pursuant to paragraph 2.a. above), the Company will also provide the following compensation: a. If the termination occurs after the completion of a performance period under the MIP but prior to the date the amount due thereunder has been paid, then assuming a payment has been earned based on the achievement of the performance goals for the period, the Company will pay you the entire amount earned under the MIP (including any portion due under the Equity Management Incentive Plan (“EMIP”) at the same time as other executives receive their MIP payments, but any portion earned under the EMIP will also be paid in cash; b. With respect to the MIP performance period in which your termination occurs, the Company will pay you the MIP payment earned, if any, based on the achievement of the performance goals, at the same time as other executives receive their MIP payments, but your entire amount earned under the MIP (including any portion due under the EMIP) will be pro-rated to reflect the number of completed months during the performance period that you were actively employed, and such amount will be paid in cash; c. Your outstanding restricted stock units (“RSUs”) granted under the EMIP will become vested in full within 30 days after your employment termination date; d. Any other equity awards for which you have completed one-half of the performance period as of the date you cease to be actively employed, will continue to vest according to their terms as if you had continued in active employment, except that upon the vesting date, the amount vested will be pro-rated to reflect the number of completed months of employment during the performance period that you were actively employed. In addition, any stock options that become vested after you cease active employment may be exercised for ninety (90) days following the vesting date for such stock options. Except as described herein, the terms and conditions of any equity award will continue to apply without change. If you terminate your employment as a Good Leaver (as defined below), then the Company will make the same payments, and will treat your equity awards in the same manner, as if you had been terminated by the Company without “cause”, as described in this paragraph 3. For purposes hereof, you will have the right to terminate as a “Good Leaver” if (i) you are ultimately not offered the position of the “permanent” CEO of the Company, or (ii) while serving as the Interim CEO, you experience either a material reduction to your total compensation (including the amount of base salary, MIP target bonus and long-term incentive grant date value) or there is a material negative change to your duties or authority (any of the foregoing, a “Good Leaver Event”). In order to terminate as a Good Leaver, your termination must occur within sixty (60) days following the Good Leaver Event, and any notice period you are otherwise required to satisfy pursuant to your Employment Agreement is waived.
3 4. RSU Grant. Upon your start date as the Interim CEO, the Company will grant you 170,000 RSUs with a vesting period that continues through to February 2026. If you become entitled to the severance compensation and other benefits described in paragraph 3 above upon your cessation of active employment, then the RSU grant described in this paragraph 4 will become fully vested within 30 days following cessation of active employment. 5. Extension of Restriction Period. Section 18 of your Employment Agreement continues to apply, except the definition of “Restraint Period” is amended to read” “Restraint Period” means 12 months. Except as set forth above, all of the terms of your Employment Agreement will continue to apply while you serve as the Interim CEO, including but not limited to the confidentiality obligations contained therein. Please sign below to indicate your acceptance of the terms described in this letter, including the amendments made to your Employment Agreement. Congratulations on your promotion! Graeme Liebelt, Chairman Agreed to this 16th day of March, 2024 By: _____________________________ Peter Konieczny
Document
| Exhibit 99.1 |
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Amcor announces CEO transition and reaffirms fiscal 2024 outlook
ZURICH, March 19, 2024 – Amcor (NYSE: AMCR; ASX: AMC), a global leader in developing and producing responsible packaging solutions, announced today that after nine years as Chief Executive Officer (CEO), Ron Delia has informed the Board of Directors of his decision to retire from the Company and step down from the Board for health reasons, effective April 15, 2024.
The Board has appointed Peter Konieczny, Amcor’s current Chief Commercial Officer and a long-standing member of the Company’s Global Management Team, as Interim CEO. Mr. Delia will provide continued support in an advisory role until September 30, 2024, to facilitate the transition. The Board is conducting a thorough search process to identify a permanent successor for the CEO role, which will include internal and external candidates.
Amcor Chairman, Mr. Graeme Liebelt said: “On behalf of the Board, we thank Ron for his outstanding leadership and dedication to the Company and our people during his more than 18 years of service. Under Ron’s leadership, Amcor has added billions of dollars in annual revenues, successfully completed the transformational Bemis acquisition, strengthened its global leadership positions in key markets and consistently led the industry by embedding sustainability into its operating and strategic agenda. The Company has made great progress during Ron’s nine years as CEO and he has been instrumental in building a much stronger, safer, more profitable and more sustainable foundation for our future. We understand and support his decision and wish him the very best.”
Mr. Delia said: “It has been a privilege to serve as Amcor CEO for the last nine years and to work alongside such a committed, talented and experienced team. Together, we have created a stronger global packaging leader and laid the foundations for an exciting future as the business has substantial potential and is building near-term momentum. I have complete confidence in the strength and capabilities of Amcor’s leadership team, and Peter will do an outstanding job as Interim CEO during the transition period. I would like to thank my Amcor colleagues around the world and the Board of Directors for many years of invaluable collaboration and support.”
Mr. Liebelt said: “Amcor has a talented management team with deep knowledge of the business, industry experience and strong leadership capabilities. Peter has been a key member of the Company’s leadership team and a thought partner to Ron for many years. He has helped guide Amcor’s strategy with his extensive industry expertise, sound judgement and leadership in both operational and functional roles. He is an exceptionally talented and respected professional who has led global businesses and, as Chief Commercial Officer, has been responsible for our sustainability and innovation agendas. The Board is confident Peter is the right person to lead Amcor during the transition.”
Fiscal 2024 guidance reaffirmed
The Company reaffirms fiscal 2024 guidance as announced in its second quarter and half year 2024 earnings release on February 6, 2024. For the twelve-month period ending June 30, 2024, the Company continues to expect:
•Adjusted EPS of 67 to 71 cents per share, which includes:
◦Comparable constant currency earnings made up of underlying business performance down low-single digit % to up low-single digit %, a benefit of approximately 2% from share repurchases, and a negative impact of approximately 6% related to higher estimated net interest and tax expense;
◦A negative impact of approximately 3% related to the sale of the Company's Russian business on December 23, 2022; and
◦A benefit of up to 2% related to currency translation, assuming current rates prevail through the balance of fiscal 2024.
◦In comparable constant currency terms, the Company expects third-quarter adjusted EPS to be mid-single digit % lower compared to the third quarter of fiscal 2023, and fourth quarter adjusted EPS to be up mid-single digit % higher than the fourth quarter of fiscal 2023.
•Adjusted Free Cash Flow of approximately $850 million to $950 million, representing solid growth over fiscal 2023.
•Approximately $70 million of cash to be allocated towards share repurchases as part of the program previously announced in fiscal 2023.
Amcor's guidance contemplates a range of factors which create a degree of uncertainty and complexity when estimating future financial results. Further information can be found under 'Cautionary Statement Regarding Forward-Looking Statements' in this release.
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| Exhibit 99.1 |
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About Peter Konieczny
Mr. Konieczny has been a member of the Amcor Global Management Team since 2010 and was appointed Chief Commercial Officer in September 2020. Mr. Konieczny is based in Zurich, Switzerland, and in his Chief Commercial Officer role, has oversight of global category and product management, Sustainability, R&D and Procurement and maintains oversight of the Amcor Flexibles Latin America business. He also served as President, Amcor Flexibles, Europe, Middle East & Africa and Latin America between 2019 and 2020, President, Amcor Flexibles Europe, Middle East & Africa between 2015 and 2019, and President, Amcor Specialty Cartons between 2010 and 2015. Prior to Amcor, he had five years of experience in the packaging industry as 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 has been a management consultant with McKinsey & Company.
About Amcor
Amcor is a global leader in developing and producing responsible packaging solutions across a variety of materials for food, beverage, pharmaceutical, medical, home and personal-care, and other products. Amcor works with leading companies around the world to protect their products and the people who rely on them, differentiate brands, and improve supply chains through a range of flexible and rigid packaging, specialty cartons, closures, and services. The company is focused on making packaging that is increasingly lighter weight, recyclable and reusable, and made using an increasing amount of recycled content. In fiscal year 2023, 41,000 Amcor people generated $14.7 billion in annual sales from operations that span 218 locations in 41 countries. NYSE: AMCR; ASX: AMC
www.amcor.com I LinkedIn I YouTube
Contact Information
| Investors | ||
|---|---|---|
| Tracey Whitehead | Damien Bird | Damon Wright |
| Global Head of Investor Relations | Vice President Investor Relations | Vice President Investor Relations |
| Amcor | Amcor | Amcor |
| +61 3 9226 9028 | +61 3 9226 9070 | +1 224 313 7141 |
| tracey.whitehead@amcor.com | damien.bird@amcor.com | damon.wright@amcor.com |
| Media - Europe | Media - Australia | Media - North America |
| Ernesto Duran | James Strong | Julie Liedtke |
| Head of Global Communications | Partner | Director, Media Relations |
| Amcor | Citadel-MAGNUS | Amcor |
| +41 78 698 69 40 | +61 448 881 174 | +1 847 204 2319 |
| ernesto.duran@amcor.com | jstrong@citadelmagnus.com | julie.liedtke@amcor.com |
| Exhibit 99.1 | ||
| --- |
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. Neither 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. Risks and uncertainties that could cause actual results to differ from expectations include, but are not limited to: changes in consumer demand patterns and customer requirements; the loss of key customers, a reduction in production requirements of key customers; significant competition in the industries and regions in which Amcor operates; failure by Amcor to expand its business; challenging current and future global economic conditions, including the Russia-Ukraine conflict and inflation; impact of operating internationally; price fluctuations or shortages in the availability of raw materials, energy, and other inputs; disruptions to production, supply, and commercial risks, including counterparty credit risks, which may be exacerbated in times of economic volatility; pandemics, epidemics, or other disease outbreaks; an inability to attract and retain our global executive management team and our skilled workforce; costs and liabilities related to environment, health, and safety ("EHS") laws and regulations as well as changes in the global climate; labor disputes and an inability to renew collective bargaining agreements at acceptable terms; risks related to climate change; cybersecurity risks; failures or disruptions in information technology systems; rising interest rates; a significant increase in indebtedness or a downgrade in the credit rating; foreign exchange rate risk; a significant write-down of goodwill and/or other intangible assets; a failure to maintain an effective system of internal control over financial reporting; inability of Amcor's insurance policies to provide adequate protections; challenges to or the loss of intellectual property rights; litigation, including product liability claims or regulatory developments; increasing scrutiny and changing expectations from investors, customers, and governments with respect to Amcor's Environmental, Social and Governance practices and commitments resulting in increased costs; changing government regulations in environmental, health, and safety matters; changes in tax laws or changes in our geographic mix of earnings; and other risks and uncertainties identified from time to time in Amcor’s filings with the U.S. Securities and Exchange Commission (the “SEC”), including without limitation, those described under Item 1A. “Risk Factors” of Amcor’s annual report on Form 10-K for the fiscal year ended June 30, 2023 and any subsequent quarterly reports on Form 10-Q. You can obtain copies of Amcor’s filings with the SEC for free at the SEC’s website (www.sec.gov). Forward-looking statements included herein are made only as of the date hereof and Amcor does not undertake any obligation to update any forward-looking statements, or any other information in this communication, as a result of new information, future developments or otherwise, or to correct any inaccuracies or omissions in them which become apparent, except as expressly required by law. All forward-looking statements in this communication are qualified in their entirety by this cautionary statement.
The Company provides guidance on a non-GAAP basis as we are unable to predict with reasonable certainty the ultimate outcome and timing of certain significant forward-looking items without unreasonable effort. These items include but are not limited to the impact of foreign exchange translation, restructuring program costs, asset impairments, possible gains and losses on the sale of assets, and certain tax related events. These items are uncertain, depend on various factors, and could have a material impact on U.S. GAAP earnings and cash flow measures for the guidance period.
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