Avery Dennison Corporation · NYSE:AVY

Avery Dennison — Proxy Contest (March 2016)

15 slides from Avery Dennison's proxy contest presentation, Mar 14, 2016

  1. Slide 1: Overview of Our Businesses

    Overview of Our Businesses PSM 73% RBIS 26% Vancive 1% 2015 Sales by Segment Business Segments Pressure-Sensitive Materials (PSM) Leader in the development and manufacture of innovative self-adhesive tape materials and converted products for medical applications Largest global provider of graphic ta

  2. Slide 2: Our Strategy for Value Creation

    Our Strategy for Value Creation Strategies to achieve 2018 financial goals Grow through innovation and differentiated quality and service Leverage key catalysts for growth: Expand margins through productivity and by leveraging scale Invest and drive capital efficiency PSM: Key Drivers of Value Creat

  3. Slide 3: 2015 was another year of solid progress for our company

    2015 was another year of solid progress for our company Adjusted EPS and Free Cash Flow increased Adjusted EPS was above the high end of our January 2015 guidance Decrease in Net Sales from prior year primarily reflects impact of currency In May 2012, we communicated long-term financial targets we p

  4. Slide 4: Capital Return to Stockholders

    Capital Return to Stockholders Over the last five years, we have delivered on our commitment to return an increased amount of cash to our stockholders over the long term We Have a Strong Track Record of Stockholder Value Creation 2013 2014 2015 3-Year TSR AVY 47.5% 6.2% 23.8% 93.9% S&P 500 32.4% 13.

  5. Slide 5: Leadership Transition and Succession Planning

    As a result of its thoughtful succession planning process, our Board took measured steps over the last two years to plan and execute an effective executive leadership transition Oct. 2014: After nearly 15 years with our company, including leadership roles in both of our core businesses and internati

  6. Slide 6: Engagement Informs Strong Governance & Compensation Profiles

    Engagement Informs Strong Governance & Compensation Profiles Annually elected directors Majority voting in uncontested director elections Substantial majority of directors are independent Strong Lead Independent Director role Majority vote standard to amend charter/bylaws and approve mergers Mandato

  7. Slide 7: Our Compensation Program Reflects Stockholder Feedback

    Our Compensation Program Reflects Stockholder Feedback Changes Made in 2014 and 2015 Pay Element Actions Taken by the Committee PU Performance Criteria Capped the payout for the TSR-tied component of PUs at 100% of target for any three-year performance period in which absolute TSR is negative MSU Pe

  8. Slide 8: 2015 CEO Compensation Structure Overview

    2015 CEO Compensation Structure Overview Annual Incentive Award 100% performance-based Performance objectives: Financial Performance Adjusted Sales Growth (20%), Adjusted EPS (60%), Free Cash Flow (20%) Individual Performance Pre-Set, Measurable Strategic Objectives Long-term Equity Incentive Award

  9. Slide 9: Our Director Nominees have Diverse Skills and Experience

    Our Director Nominees have Diverse Skills and Experience Independent and Diverse Perspectives Balanced Director Nominee Tenure Qualification Value to Our Board and Stockholders # (%) of Nominees Leadership Experience Provides us valuable perspectives from individuals with hands-on leadership in exec

  10. Slide 10: Our Director Nominees have Diverse Skills and Experience

    Our Director Nominees have Diverse Skills and Experience | #(%) of | uatitication Value to Our Board and Stockholders Nominees | Leadership |” Provides us valuable perspectives from individuals with hands-on leadership in executive management (0 re a help us assess our operations, execute our strate

  11. Slide 11: Market-Leveraged Stock Units (MSUs)

    First 25% Second 25% Third 25% Last 25% Market-Leveraged Stock Units (MSUs) MSUs replaced options and time-based RSUs in 2013 to enhance pay-for-performance linkage in our long-term incentive program MSU Vesting Schedule Key Changes for 2015 MSU Awards Absolute TSR Payout Cancelled <-30% 0% Threshol

  12. Slide 12: Use of Non-GAAP Financial Measures

    Use of Non-GAAP Financial Measures This presentation contains certain non-GAAP financial measures as defined by SEC rules. These non-GAAP financial measures are not in accordance with, nor are they a substitute for or superior to, the comparable GAAP financial measures. Definitions and limitations a

  13. Slide 13: Reconciliation of Non-GAAP Financial Measures to GAAP

    Reconciliation of Non-GAAP Financial Measures to GAAP ORGANIC SALES CHANGE (1) Compound Annual Growth Rate (2) Totals may not sum due to rounding and other factors ADJUSTED EARNINGS PER SHARE (EPS) (1) Compound Annual Growth Rate (2) Certain prior period amounts have been revised to reflect the impa

  14. Slide 14: Reconciliation of Non-GAAP Financial Measures to GAAP

    Reconciliation of Non-GAAP Financial Measures to GAAP FREE CASH FLOW ($ in millions) 2012 2013(1) 2014(1) 2015 4-YR Average Net cash provided by operating activities $513.4 $319.6 $354.9 $473.7 Purchases of property, plant and equipment (99.2) (129.2) (147.9) (135.8) Purchases of software and other

  15. Slide 15: Reconciliation of Non-GAAP Financial Measures to GAAP

    Reconciliation of Non-GAAP Financial Measures to GAAP FREE CASH FLOW 4YR in mitlons) 20122013") _ 2014") _—2015_ Average Net cash provided by operating activities $5134 $3196 $9549 «$473.7 Purchases of property, plant and equipment (992) (1292) (147.9) (198.8) Purchases of software and other deferre

Avery Dennison — Proxy Contest (March 2016) on 6ix