Amcor plc filed Definitive Additional Materials (DEFA14A) on October 28, 2026, providing Supplement No. 2 to its proxy statement ahead of the November 11, 2026 Annual Meeting of Shareholders, with expanded disclosures on executive compensation performance goals and outcomes in support of the Say-On-Pay vote.

Key Highlights

  • Annual Meeting date: November 11, 2026, with this supplement filed October 28, 2026, as a follow-on to the initial supplement filed October 8, 2026.
  • FY2026 STI payout at 52% of target for the CEO, CFO, and EVP Strategic Development, driven by below-target Free Cash Flow ($1,303 million actual vs. $1,846 million target) and negative Organic Volume Growth (-1.5% actual vs. 1.8% target).
  • Adjusted EPS came in at $3.97 on a constant currency basis, between the threshold of $3.80 and the target of $4.00, producing a 47% payout on that metric; currency had an adverse impact on the assessment in FY26, according to the filing.
  • Five-year average payouts: According to the filing, over the most recently completed five fiscal years, average STI payouts were 58% of target and average LTI payouts were 66% of target.
  • One-time Transaction-based LTI (T-LTI): The Compensation Committee approved a one-time award comprising approximately 70% PSUs and 30% Options to support Berry Global integration and retention of key executives.
  • T-LTI PSU target: The single performance condition is combined company adjusted EBITDA for the third and final year of the performance period (July 1, 2027 to June 30, 2028), requiring organic growth beyond synergy capture alone, according to the filing.
  • Independent compensation consultant: FW Cook served as the Compensation Committee's external independent executive compensation consultant for fiscal year 2026.

Amcor's FY2026 STI Outcomes and T-LTI Structure Detailed in Proxy Supplement

Amcor plc, listed on NYSE:AMCR, filed this supplement to enhance disclosure under the "Executive Compensation Discussion and Analysis" section of its proxy statement, which was originally filed September 29, 2026. The supplement is specifically linked to Proposal Three, the advisory Say-On-Pay vote, and does not alter the other proposals on the Annual Meeting agenda, according to the filing.

For fiscal year 2026, the STI program for the CEO, CFO, and EVP Strategic Development included four metrics: Safety TRIR improvement (5% weight at target), Adjusted EPS (50% weight at target), Free Cash Flow (25% weight at target), and Organic Volume Growth (20% weight at target). The filing discloses that Free Cash Flow of $1,303 million fell below the $1,753 million threshold, resulting in a 0% payout on that metric, and that Organic Volume Growth of -1.5% also fell below its 0.8% threshold, likewise producing a 0% payout. Total STI payout was 52% of target. The filing notes that for non-GAAP financial measures, the proxy statement provides disclosure as to how they may be calculated from the audited financial statements.

Regarding the T-LTI grants made during fiscal year 2026 in connection with the Berry Global merger, the filing states the Compensation Committee determined that "the closing of the Merger materially raised performance expectations for the combined company, particularly with respect to adjusted EBITDA." The filing also states that the PSU target was set without adjustment for integration costs or market headwinds, and that it cannot be achieved through synergy capture alone. The filing further notes that Amcor intends to provide similar disclosure of STI bonus plan structure, goals, and actual results in future proxy statements.

What Was Disclosed

Amcor filed Supplement No. 2 to its 2026 Annual Meeting proxy statement, providing detailed FY2026 STI performance metric targets and actual outcomes, a five-year history of STI and LTI payout levels, and the structure and rationale for a one-time T-LTI award tied to the Berry Global integration.