Acco Brands Corp

This proposal asks shareholders to cast a non-binding advisory vote to approve the Company’s executive compensation disclosures and program for the named executive officers as presented in the proxy. Management seeks this advisory endorsement to confirm stockholder support for its pay-for-performance framework, which emphasizes variable, at‑risk compensation (a substantial portion of CEO pay is performance‑based PSUs and RSUs) and aligns incentives with adjusted operating income, net sales, working capital efficiency, and multi-year performance stock unit metrics including TSR modifiers. The Company points to robust governance features—clawback policy, stock ownership guidelines, prohibition on hedging and pledging, multi-year vesting for equity awards, and moderated award caps—to justify that its program mitigates excessive risk-taking while incentivizing long-term value creation; the Compensation and Human Capital Committee also uses independent advisor Meridian for benchmarking. The Board highlights the 2025 say‑on‑pay result (97.6% approval) as evidence of shareholder support, but frames the vote as a continuing accountability mechanism: the outcome is advisory and non‑binding but will be considered by the Board and the Compensation and Human Capital Committee in future design decisions. Company disclosures show that pay outcomes varied with financial performance in recent years (notably lower AIP payouts in 2025 due to missed financial targets) and that equity awards include performance conditions tied to adjusted EPS, adjusted free cash flow and adjusted gross margin, with a TSR modifier—context important when assessing whether realized pay matched long‑term performance. For institutional evaluators, the proposal raises governance questions about the link between realized pay and multi-year outcomes given weak 2025 financial results, but the Company argues its structure preserves alignment while providing retention and recruitment capacity. In sum, the vote is a signal to management about the acceptability of current compensation policies and their execution; a FOR vote endorses management’s approach, whereas an against vote would signal investor dissatisfaction and could prompt program revisions or further engagement.

This management proposal requests shareholder approval to amend the 2022 Incentive Plan to add 4,100,000 shares to the reserve and to remove fungible share counting (i.e., the practice of counting full-value awards against the reserve at a multiple >1). Management argues the increase is necessary to sustain routine annual equity grant practices—particularly PSUs that embody the Company’s pay‑for‑performance strategy—and to avoid diluting administrative flexibility that would otherwise force deferral of performance awards for executives. The board frames the elimination of fungible counting as appropriate given the Company’s stated intention to no longer grant stock options or SARs and to use full‑value awards (RSUs and PSUs), so a 1-for-1 counting simplifies math and provides more transparent share usage. The proxy discloses current and post‑amendment potential dilution metrics (potential dilution rising from ~13.92% to ~17.09% if approved) and provides governance protections in the Plan (no liberal share recycling, one‑year minimum vesting, limits on director compensation, no repricing without shareholder approval, clawback provisions), which the Board cites to mitigate stockholder dilution concerns. Failure to approve the amendment would constrain the Company’s ability to deliver incentive compensation under current practices and management has stated it will defer PSU grants for executives until additional shares are approved. For investors and analysts, the proposal therefore balances the tradeoff between short‑term dilution and the retention/expense management benefits of continued equity‑based incentive plans; the Board’s recommendation emphasizes retention, competitive pay, and responsible share management as the rationale for a FOR vote.