Amcor PLC

Proposal 3 asks shareholders to approve, on a non-binding advisory basis, the compensation of Amcor’s named executive officers as disclosed in the proxy statement. The resolution covers the Compensation Discussion and Analysis, the Summary Compensation Table, and related compensation tables and disclosures. It is not directed at any single pay element, but at the overall compensation program and related policies and practices. Management is seeking approval to obtain shareholder feedback under the Section 14A say-on-pay framework. Amcor describes its compensation philosophy as linking pay to business strategy, shareholder value, performance outcomes, and the attraction and retention of executive talent. The program emphasizes variable, performance-based compensation, including short-term incentives tied to safety and financial metrics and long-term incentives tied to earnings growth, return on average funds employed, and relative and absolute share-price performance. The company also highlights governance features such as double-trigger change-in-control protections, clawback provisions, ownership requirements, and prohibitions on hedging and pledging. Fiscal 2026 compensation included one-time transaction-based long-term incentive awards connected to the Berry Global merger and integration commitments, which is notable context for the vote. The Board recommends voting FOR, while acknowledging that the advisory vote is not binding but will be considered in future compensation decisions.

Proposal 4 asks shareholders to renew Amcor’s authority to repurchase its ordinary shares and CHESS Depositary Interests. The authorization would cover up to 138 million securities, representing approximately 30% of the company’s total voting rights. The resolution contains minimum and maximum purchase-price limits, including a cap based on the higher of the latest independent trade, the highest independent bid, or 105% of the relevant five-day volume-weighted average market value. Purchases must comply with Rule 10b-18 and other applicable laws and regulations. A related ordinary resolution would permit Amcor to hold repurchased shares, including shares represented by repurchased CDIs, as treasury shares and approve ancillary documentation. The authority is intended to refresh an existing authorization approved in 2023, particularly in light of the company’s revised share-capital base after the 2026 reverse stock split. The renewed authority would run until the earlier of the 2031 annual general meeting or November 11, 2031. Management expressly states that the resolutions do not represent a commitment or intention to repurchase shares, so the proposal provides flexibility rather than mandating a buyback. The Board believes the resolutions are in the best interests of Amcor and its shareholders and unanimously recommends voting FOR.

Proposal 5 asks shareholders to approve the Amcor plc 2026 Omnibus Management Share Plan. The plan would authorize 12.1 million newly authorized ordinary shares, plus specified shares remaining available or becoming available under the 2019 Omnibus Management Share Plan. It would support awards including options, share appreciation rights, restricted shares, restricted share units, performance shares, deferred share units, other share-based awards, and cash-based awards. Management argues that equity compensation links participant value directly to Amcor’s share price, supports competitive pay, and helps recruit and retain high-performing employees through multi-year vesting and performance conditions. If approved, the 2019 Plan would terminate for purposes of new grants, while awards already outstanding under it would remain governed by that plan. The proposed reserve is expected to provide awards for approximately two to three years, although actual usage may vary with hiring, promotions, share-price performance, forfeitures, acquisitions, and other factors. The company reports proposed additional shares equivalent to 2.6% basic dilution and total available, outstanding, and proposed shares equivalent to 6.0% dilution as of the stated measurement date. The plan includes governance safeguards such as a one-year minimum vesting period subject to a 5% exception, no repricing without shareholder approval, limits on non-employee director compensation, restrictions on dividends for unvested or unearned awards, and clawback coverage. Change-in-control vesting is generally structured as double-trigger, with acceleration typically requiring a qualifying termination after the transaction. The Board recommends voting FOR because it believes the plan promotes long-term shareholder value, provides appropriate incentive and retention tools, rewards performance, and reasonably limits dilution.