Amcor plc filed Definitive Additional Materials (DEFA14A) on November 3, 2026, notifying shareholders that ISS updated its recommendation to FOR on Proposal 3, the advisory vote to ratify named executive officers' compensation, following Amcor's supplementary regulatory filing.

Key Highlights

  • ISS reversed course: ISS updated its recommendation to FOR on Proposal 3, the advisory vote to ratify named executive officers' compensation, after reviewing Amcor's supplementary DEFA14A filed October 28, 2026.
  • STI metrics disclosed: Amcor's supplemental filing provided specific metrics, weightings, and targets used in the annual bonus program, which ISS acknowledged were based "entirely on pre-set objective metrics."
  • One-time LTI grant: The quantified target for a transaction-related long-term incentive grant was not disclosed in the proxy due to what the company described as potential competitive harm, as "the target reflects confidential forward-looking financial information."
  • Retroactive disclosure commitment: Amcor committed to disclosing the one-time award's target and actual performance in a future proxy statement upon completion of the performance period.
  • ISS caution noted: ISS stated "continued monitoring is warranted to ensure that elevated pay levels normalize, and that proxy disclosures remain robust going forward."
  • TSR concern flagged: ISS noted concerns about relative TSR goals "targeting merely median performance without a vesting cap if absolute TSR is negative over the performance period."

Amcor's Supplemental Disclosure Prompts ISS Recommendation Reversal

Amcor plc (NYSE:AMCR) submitted this DEFA14A to communicate to shareholders that ISS revised its proxy advisory recommendation on Proposal 3, the advisory vote to ratify named executive officers' compensation, to FOR. According to the filing, the reversal followed Amcor's supplementary DEFA14A filed with the SEC on October 28, 2026, which included new disclosure of the specific metrics, weightings, and targets used in the company's annual bonus program.

As quoted by Amcor directly from ISS's updated report, ISS concluded that "a vote FOR the proposal is warranted, with caution." ISS acknowledged that the annual bonus is based entirely on pre-set objective metrics and that below-target outcomes in both short- and long-term programs "were in line with recent company performance." Regarding the one-time transaction-related long-term incentive grant, ISS noted that the company's supplemental filing disclosed the award's goals are "growth-based" and that nondisclosure in the original proxy was justified by competitive harm concerns, with Amcor committing to retroactive disclosure once the performance period concludes.

ISS did retain several areas of caution in its updated analysis. It flagged concerns about relative total shareholder return goals targeting median performance without a vesting cap in scenarios where absolute TSR is negative, and indicated that monitoring of pay levels and proxy disclosure quality would continue. Amcor's filing expressed appreciation for ISS's transparency in revising its assessment and reiterated the company's commitment to including STI metrics, weightings, and targets in future annual proxy statements.

What Was Disclosed

Amcor plc filed Definitive Additional Materials on November 3, 2026, to inform shareholders that ISS changed its recommendation to FOR on the executive compensation advisory vote, citing Amcor's supplemental disclosure of annual bonus metrics and its commitment to future retroactive disclosure of a one-time LTI award's performance goals.