Form 8-K Avery Dennison Corp For: Oct 23

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM�8-K

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CURRENT REPORT

Pursuant to Section�13 or 15(d)�of the

Securities Exchange Act of 1934

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October�23, 2014

Date of Report

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AVERY DENNISON CORPORATION

(Exact name of registrant as specified in its charter)

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Registrant�s telephone number, including area code (626) 304-2000

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(Former name or former address, if changed since last report.)

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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 (see General Instruction A.2. below):

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o����������� Written communications pursuant to Rule�425 under the Securities Act (17 CFR 230.425)

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o����������� Soliciting material pursuant to Rule�14a-12 under the Exchange Act (17 CFR 240.14a-12)

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o����������� Pre-commencement communications pursuant to Rule�14d-2(b)�under the Exchange Act (17 CFR 240.14d-2(b))

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o����������� Pre-commencement communications pursuant to Rule�13e-4(c)�under the Exchange Act (17 CFR 240.13e-4(c))

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Section�5 � Corporate Governance and Management

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Item�5.02.� Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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(b)���������� On October�24, 2014, Avery Dennison Corporation (the �Company�) announced the departure of Donald A. Nolan, President, Materials Group, and one of the Company�s named executive officers.� Mr.�Nolan will no longer serve in such capacity effective November�1, 2014, and is expected to depart the Company following a brief transition period.

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Also effective November�1, 2014 and in connection with the election described in subsection (c)�below, Dean A. Scarborough, currently the Company�s Chairman, President and Chief Executive Officer, will no longer serve as President.

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A copy of the press release announcing these changes is attached as Exhibit�99.1 hereto and incorporated herein by reference.

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(c)���������� On October�23, 2014, the Company�s Board of Directors elected Mitchell R. Butier, currently the Company�s Senior Vice President and Chief Financial Officer, as President and Chief Operating Officer, effective November�1, 2014.� Mr.�Butier, age 43, will continue to serve as Chief Financial Officer � a position he has held since June 2010 � until a successor is named.� Mr.�Scarborough will continue to serve as Chairman and Chief Executive Officer.

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A copy of the press release announcing the election of Mr.�Butier is attached as Exhibit�99.1 hereto and incorporated herein by reference.

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In connection with his election, the Compensation and Executive Personnel Committee (the �Committee�) of the Company�s Board of Directors approved the following compensation package for Mr.�Butier, effective November�1, 2014:� (i)�an annual base salary of $750,000; (ii)�a target Annual Incentive Plan opportunity of 90%; and (iii)�a target long-term incentive opportunity of 300%.� In addition, the Committee approved a special promotion grant on December�1, 2014 of restricted stock units (�RSUs�) with a target grant date fair value of $2,000,000 for Mr.�Butier, 50% of which will vest on the grant date and 50% of which will vest on the two-year anniversary of the grant date.� Mr.�Butier will continue to receive an annual executive benefit allowance of $65,000, as well as participate in the Company�s pension, savings, deferred compensation, executive severance and key employee change of control severance plans, in each case as described in the Company�s 2014 Proxy Statement filed with the Securities and Exchange Commission on March�7, 2014.

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(e)���������� On October�24, 2014, the Committee approved a special retention grant on December�1, 2014 of RSUs with a target grant date fair value of $1,500,000, 100% of which will vest on the two-year anniversary of the grant date, for R. Shawn Neville, President, Retail Branding and Information Solutions, and one of the Company�s named executive officers.

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Section�9 � Financial Statements and Exhibits

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Item 9.01� Financial Statements and Exhibits.

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(d)� Exhibits.

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99.1����������������������� Press Release, dated October�24, 2014, announcing election of Mitchell R. Butier as President and Chief Operating Officer of Avery Dennison Corporation.

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SIGNATURES

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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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�	AVERY DENNISON CORPORATION
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Date: October�24, 2014	�	�
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�	By:	/s/ Dean A. Scarborough
�	�	Name:	Dean A. Scarborough
�	�	Title:	Chairman, President and
�	�	�	Chief Executive Officer

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EXHIBIT�INDEX

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Exhibit No.	�	Description
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99.1	�	Press Release, dated October�24, 2014, announcing election of Mitchell R. Butier as President and Chief Operating Officer of Avery Dennison Corporation.

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Exhibit�99.1

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	Press Release
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For Immediate Release

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AVERY DENNISON NAMES MITCHELL R. BUTIER PRESIDENT AND CHIEF OPERATING OFFICER

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GLENDALE, Calif., Oct.�24, 2014 - Avery Dennison Corporation (NYSE: AVY) today announced that its board of directors has elected Mitchell R. Butier as president and chief operating officer, effective November�1.

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Mr.�Butier, 43, has been the company�s senior vice president and chief financial officer since June�2010, and will continue to serve as CFO until a successor is named. Dean A. Scarborough continues as chairman and chief executive officer.

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�Mitch has been a great thought partner in shaping our business model, and an architect of our value creation strategy,� said Scarborough. �He has worked in both of our core businesses, and played an instrumental role in developing their strategies for profitable growth.�

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As COO, Butier will be responsible for the company�s operations, with all business unit leaders reporting to him. Donald A. Nolan, president of the Materials Group, will leave the company after a brief transition period. As a result, Butier will assume direct oversight of the materials businesses as of November�1.

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�Mitch is highly respected throughout the organization for his exemplary leadership and ability to make things happen,� said Scarborough. �We�ve worked together for more than a decade, and I look forward to our new partnership in building this great company.�

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Butier joined Avery Dennison from PricewaterhouseCoopers in 2000. Prior to being named senior vice president and chief financial officer, he served from 2007 to 2010 as corporate vice president, global finance, and chief accounting officer. Prior to 2007, he held other senior leadership roles across the company. He earned a B.S.A. from Loyola Marymount University.

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About Avery Dennison

Avery Dennison (NYSE: AVY) is a global leader in labeling and packaging materials and solutions. The company�s applications and technologies are an integral part of products used in every major market and industry. With operations in more than 50 countries and 26,000 employees worldwide, Avery Dennison serves customers with insights and innovations that help make brands more inspiring and the world more intelligent. Headquartered in Glendale, California, the company reported sales from continuing operations of $6.1 billion in 2013. Learn more at www.averydennison.com.

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Contacts

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Media Relations:

David Frail (626) 304-2014

[email protected]

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Investor Relations:

Eric M. Leeds (626) 304-2029

[email protected]

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