AVYAvery Dennison
Deals between AVY and its directors, executives, owners of more than 5% or their families: a relative on the payroll, a plane the company charters from its CEO, a director's company that buys from it. SEC rules (Item 404) make the company list every such deal over $120,000 in its proxy statement. Below: what the proxy filed 2026-03-12 reports that the one filed 2025-03-07 did not, quoted as filed.
New this year
Paragraphs about a deal, a person or a relative with nothing like them in the proxy filed 2025-03-07.
Nothing new: every deal in this year's section was reported last year too.
The whole section 5 paragraphs, proxy filed 2026-03-12
RELATED PERSON TRANSACTIONS“Under our Governance Guidelines, Board members are expected to comply with our Code of Conduct and avoid any action, position or interest that conflicts or may appear to conflict with those of our company. In addition, the Governance Committee oversees our conflict of interest policy, which prohibits our officers (including all executive officers) and employees - or any of their immediate family members - from directly or indirectly doing business, seeking to do business or owning an interest in an entity that does business or seeks to do business with our company without prior written approval. Any officer or employee who has a question as to the interpretation of the policy or its application to a specific activity, transaction or situation may submit the question in writing to our law department for any further review necessary by the Governance Committee.”
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RELATED PERSON TRANSACTIONS“All employees at the level of manager and above and all non-supervisory professionals annually complete a compliance certification in which they must (i) disclose, among other things, whether they or any of their immediate family members have a job, contract or other position with an entity that has commercial dealings with our company and (ii) certify that they have complied with our Code of Conduct and key company policies. Disclosures are reviewed by our compliance and law departments in consultation with senior management to determine whether the activity has the potential to significantly influence our business. In the event that an unresolved disclosure potentially gives rise to a significant conflict of interest, the committee would determine whether a conflict of interest exists or whether there is reasonable likelihood that the activity, transaction or situation would influence the individual’s judgment or actions in performing his or her duties. Our Chief Compliance Officer reported on the results of the 2025 compliance certification to the Governance Committee in February 2026.”
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RELATED PERSON TRANSACTIONS“In addition, each of our directors and executive officers annually completes a questionnaire designed to solicit information about any potential related person transactions. Transactions involving directors are reviewed by our Corporate Secretary with the Governance Committee in connection with its annual assessment of director independence. Responses from executive officers are reviewed by our Corporate Secretary with oversight by the Governance Committee in the event any such transactions are identified.”
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RELATED PERSON TRANSACTIONS“We review internal financial records to identify transactions with security holders known by us from information contained in Schedules 13D or 13G filed with the SEC to be beneficial owners of more than 5% of our common stock to determine whether we have any relationships with the security holders that might constitute related person transactions under Item 404(a) of Regulation S-K. Our Corporate Secretary discusses any such relationships constituting related person transactions with the Governance Committee.”
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RELATED PERSON TRANSACTIONS“During fiscal year 2025, there were no related person transactions requiring disclosure under SEC rules and regulations and all related person transactions were reviewed in accordance with the policies and procedures described above.”
Read it in the proxy ↗
Paragraphs are compared by their words, not read by AI: one counts as new when no paragraph last year shares half of its words, or when it names a person or company last year's section did not. A deal reported again with a new amount is not new. Always check the filing. Open the proxy ↗ · Last year's proxy ↗
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