The supplement provides additional detail on incentive plan rigor but does not change the matters to be voted on. Monitor the annual meeting on November 11, 2026 for the Say-on-Pay vote outcome and any shareholder dissent levels.
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Executive Summary
Amcor filed this DEFA14A as Supplement No. 2 to its 2026 proxy statement, providing additional detail on executive compensation in support of the Say-on-Pay vote (Proposal Three). The supplement discloses FY26 STI performance goals and outcomes (52% payout vs. 100% target), a five-year history of below-target incentive payouts, and the structure of one-time transaction-based LTI grants tied to the Berry Global integration. The Board continues to recommend a vote FOR the proposal.
Key Financial Metrics
Key Facts
- Supplement No. 2 to the 2026 proxy statement filed on October 28, 2026, supporting Proposal Three (Say-on-Pay).
- FY26 STI payout was 52% of target (47% for adjusted EPS at $3.97 vs. $4.00 target; 0% for free cash flow and organic volume growth).
- Five-year average STI payout was 58% of target; five-year average LTI payout was 66% of target.
- One-time transaction-based LTI grants (70% PSUs, 30% Options) tied to a single adjusted EBITDA target for the third year of the Berry integration performance period (July 2027-June 2028); all-or-nothing payout structure.
- The specific adjusted EBITDA target is not disclosed as confidential forward-looking information.
- Board continues to recommend a vote FOR the Say-on-Pay proposal.
Financial Impact
FY26 STI paid at 52% of target (52% total payout) vs. 100% target; adjusted EPS $3.97 vs. $4.00 target; free cash flow $1,303M vs. $1,846M target; organic volume growth -1.5% vs. 1.8% target.
Risk Factors
- Below-target incentive payouts may signal weaker-than-expected operational performance in FY26.
- Non-disclosure of the adjusted EBITDA target for T-LTI PSUs creates uncertainty around the rigor of the goal.
- Potential shareholder pushback on Say-on-Pay if compensation structure is perceived as insufficiently aligned with performance.
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| DEFA14A Filing (Primary) | 0001104659-26-119616 |
| Document: 0001104659-26-119616-index-headers.html | 0001104659-26-119616 |
| Document: 0001104659-26-119616-index.html | 0001104659-26-119616 |
| Document: 0001104659-26-119616.txt | 0001104659-26-119616 |
Track record builds as more directional reports settle.
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 28, 2026 2d ago | DEFA14A | $47.13 | awaiting T+20 | awaiting T+20 | $47.39 (+0.55%) |
Oct 8, 2026 22d ago | DEFA14A | $41.72 | awaiting T+20 | awaiting T+20 | $47.39 (+13.59%) |
Sep 29, 2026 4w ago | DEFA14A | $42.46 $45.94 | ▲ +8.20% | ▲ +7.48% | $47.39 (+11.61%) |
Sep 29, 2026 4w ago | DEF 14A | $42.46 $45.94 | ▲ +8.20% | ▲ +7.48% | $47.39 (+11.61%) |
Aug 12, 2026 11w ago | 8-K | $46.56 $43.00 | ▼ −7.65% | ▼ −5.75% | $47.39 (+1.78%) |
Jun 15, 2026 19w ago | 8-K | $41.11 $42.43 | ▲ +3.21% | ▲ +3.96% | $47.39 (+15.28%) |
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