8-K
Amcor plc (AMCR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 5, 2020
AMCOR PLC
(Exact name of registrant as specified in its charter)
| Jersey | 001-38932 | 98-1455367 |
|---|---|---|
| (State or other jurisdiction <br><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)
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<br>communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting<br>material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ¨ | Pre-commencement<br>communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ¨ | Pre-commencement<br>communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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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 | The New York Stock Exchange |
| 1.125% Guaranteed Senior Notes Due 2027 | AUKF/27 | The 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<br>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 5.07 | Submission of Matters to a Vote of Security Holders. |
|---|
The Amcor plc Annual General Meeting of Shareholders (the “Annual Meeting”) was held on November 4, 2020. As of the record date for the Annual Meeting, there were 1,568,481,519 ordinary shares entitled to vote, of which the holders of 1,115,297,947 shares were represented in person or by proxy at the Annual Meeting. The results of the items voted on at the Annual Meeting are set forth below:
| 1. | The<br>shareholders elected ten directors for a one-year term each. The vote was as follows: | |||
|---|---|---|---|---|
| Director | Votes For | Votes Against | ****<br><br>Abstains | ****<br><br>Broker Non-Votes |
| --- | --- | --- | --- | --- |
| Graeme Liebelt | 953,648,035 | 120,486,848 | 1,047,790 | 40,115,274 |
| Dr. Armin Meyer | 1,041,692,132 | 32,543,722 | 946,819 | 40,115,274 |
| Ronald Delia | 1,068,097,899 | 5,668,082 | 1,416,692 | 40,115,274 |
| Andrea Bertone | 1,049,437,063 | 24,815,798 | 929,812 | 40,115,274 |
| Karen Guerra | 1,070,864,169 | 3,380,809 | 937,695 | 40,115,274 |
| Nicholas (Tom) Long | 1,041,274,462 | 33,044,525 | 863,686 | 40,115,274 |
| Arun Nayar | 1,064,130,210 | 9,669,165 | 1,383,298 | 40,115,274 |
| Jeremy Sutcliffe | 1,049,283,969 | 24,585,150 | 1,313,554 | 40,115,274 |
| David Szczupak | 1,071,105,782 | 2,761,310 | 1,315,581 | 40,115,274 |
| Philip Weaver | 1,049,515,981 | 24,839,268 | 827,424 | 40,115,274 |
| 2. | The<br>shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting<br>firm for the 2021 fiscal year. The vote was 1,112,338,880 for, 1,603,565 against, and 1,355,502 abstentions. There were no broker<br>non-votes. | |||
| --- | --- | |||
| 3. | The<br>shareholders approved, by non-binding, advisory vote, the Company’s executive compensation. The vote was 1,011,481,542 for,<br>58,325,831 against, and 5,375,300 abstentions. There were 40,115,274 broker non-votes. | |||
| --- | --- |
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 November 9, 2020 | /s/ Damien Clayton | |
| Name: | Damien Clayton | |
| Title: | Company Secretary |