8-KLeadership ChangesAcquisitions & DispositionsRegulation FD+1

Amcor plc 8-K Report, Acquisition Completed (Apr 30, 2025)

Filed April 30, 2025For Securities:AMCRAMCCF

Summary

Amcor plc (AMCR) has officially completed its merger with Berry Global Group, Inc. (Berry) on April 30, 2025. This significant transaction, finalized under the terms of the Merger Agreement dated November 19, 2024, sees Berry survive as a wholly-owned subsidiary of Amcor. Existing Berry shareholders will receive 7.25 Amcor ordinary shares for each Berry share they hold, with cash provided for fractional shares. The completion of this merger marks a transformative event for Amcor, significantly expanding its scale and market presence in the packaging industry. The filing also details important changes to Amcor's board of directors and executive compensation arrangements. Four Berry Designees have been appointed to the Amcor Board, with Stephen Sterrett taking on the role of Deputy Chairman. Concurrently, three Amcor directors resigned to facilitate these appointments. Key executive appointments and amendments to compensation structures for senior officers are also outlined, reflecting the integration of the two entities and the new leadership roles within the combined company.

Key Highlights

  • 1Amcor plc has successfully completed its merger with Berry Global Group, Inc. as of April 30, 2025.
  • 2Each outstanding share of Berry common stock has been converted into 7.25 Amcor ordinary shares.
  • 3Four members of Berry's former board of directors have been appointed to Amcor's Board, including Stephen Sterrett as Deputy Chairman.
  • 4Three Amcor directors resigned to facilitate the integration of the Berry Designees onto the Board.
  • 5Jean-Marc Galvez has been appointed as Division President, Global Containers and Closures, with a defined compensation package.
  • 6Amendments to employment agreements and compensation arrangements for key Amcor officers (Konieczny, Casamento, Stephan) have been approved, including enhanced incentive opportunities and shareholding requirements.
  • 7Amcor has assumed the Berry Global Group, Inc. 2015 Long-Term Incentive Plan, with amendments to facilitate the issuance of Amcor shares under the plan.

Frequently Asked Questions

Berry shareholders will receive 7.25 Amcor ordinary shares for each share of Berry common stock they held. Cash will be paid in lieu of fractional shares.

Four former directors from Berry's board (Stephen Sterrett, Jonathan F. Foster, James T. Glerum, Jr., and Jill A. Rahman) have been appointed to the Amcor Board. Stephen Sterrett will serve as Deputy Chairman. To accommodate these new appointments, three existing Amcor directors (Arun Nayar, Andrea Bertone, and David Szczupak) have resigned.

Outstanding Berry equity awards, including RSUs, PSUs, and stock options, have been converted into Amcor equity awards. Vested awards have been converted into Amcor shares or cash, while unvested awards have been converted into comparable Amcor awards, generally subject to the same vesting schedules.

Yes, Jean-Marc Galvez has been appointed Division President, Global Containers and Closures, with specific salary, incentive, and long-term incentive compensation detailed. Additionally, existing Amcor officers Peter Konieczny, Michael Casamento, and Fred Stephan have had their employment agreements amended to reflect new target incentive opportunities, long-term incentive grant values, and shareholding requirements.