Executive Brief

  • Amcor plc adopted an Executive Change in Control Severance Plan ("CIC Plan") effective September 23, 2025, providing double-trigger severance protections to covered executives including named executive officers (Item 5.02).
  • Severance benefits include cash severance equal to a multiple of base salary and target annual bonus (2x for CEO, 1x for other officers), pro rata bonus, accelerated equity vesting, and limited post-employment healthcare for U.S. participants (Item 5.02).
  • The CIC Plan aims to retain executives and reduce distraction during potential or actual change in control events (Exhibit 10.1).
  • The Plan defines key terms such as Change in Control, Severance Multiplier, Participant, and Change in Control Protection Period, aligning with the Amcor 2019 Omnibus Incentive Share Plan (Exhibit 10.1).
  • No other Items were disclosed; no financial statements or operational results were reported.
  • The Plan is newly adopted and not previously announced.
  • No immediate financial impact quantified; severance multiples and benefits are specified.
  • No officer departures or elections reported; this is a governance and compensation arrangement.
  • Next steps include potential application of the Plan upon a qualifying change in control and termination event.
  • Risks include potential dilution or financial impact if severance payments are triggered; no explicit risk factors disclosed.

Item-by-Item Analysis

Item 5.02 – Departure/Election of Directors/Officers; Compensatory Arrangements

  • What happened: Amcor plc adopted an Executive Change in Control Severance Plan effective September 23, 2025, providing severance protections to covered executives including named executive officers.
  • Parties/terms: Covered executives include the CEO and other officers designated by the Compensation Committee. Severance benefits upon qualifying termination related to a change in control include:
    • Cash severance: 2x base salary and target bonus for CEO; 1x for other officers.
    • Pro rata bonus for the year of termination.
    • Accelerated vesting of equity awards.
    • Limited post-employment healthcare coverage for U.S. participants.
  • Definitions:
    • "Change in Control" as defined in the Amcor 2019 Omnibus Incentive Share Plan.
    • "Change in Control Protection Period" is from 60 days before the change in control to two years after.
    • "Severance Multiplier" is 2 for CEO, 1 for other officers.
  • Conditions: Severance triggered by termination without cause or resignation for good reason in connection with a change in control.
  • Governance: Plan approved by Compensation Committee of the Board.
  • New information: This is a new adoption, not previously announced.
  • Source: (Item 5.02), (Exhibit 10.1).

Item 9.01 – Financial Statements and Exhibits

  • Exhibits filed:
    • Exhibit 10.1: Full text of the Amcor plc Executive Change in Control Severance Plan.
    • Exhibit 104: Inline XBRL cover page.
  • Source: (Item 9.01), (Exhibit 10.1).

Exhibits Summary

  • Exhibit 10.1: Detailed Executive Change in Control Severance Plan including purpose, definitions, severance benefits, eligibility, and terms.
  • No press release or investor deck attached.

Financial & Dilution Impact

  • No immediate financial impact disclosed.
  • Potential severance payments could increase cash outflows upon triggering events.
  • No share issuances or dilution referenced.

Timeline & Required Actions

  • Plan effective September 23, 2025.
  • Severance protections apply during the Change in Control Protection Period (60 days before to 2 years after change in control).
  • Future triggering events depend on occurrence of change in control and qualifying termination.

Risks & Monitoring

  • Risk of significant severance payments if a change in control and qualifying termination occur.
  • Potential distraction or retention issues mitigated by Plan.
  • No explicit material adverse change (MAC) or termination penalties disclosed.

Metadata & Quality Checks

  • No OCR or parsing issues noted.
  • Non-GAAP reconciliation: Not applicable.
  • Forward-looking statements: None explicitly stated.
  • Related-party conflicts: None disclosed.

Final Checklist

  • Identified Items: 5.02, 9.01
  • Extracted key terms and conditions of CIC Plan
  • Noted effective date and governance approvals
  • No financial statements or operational results reported
  • Exhibits properly referenced and summarized

Summary

Amcor plc has implemented a new Executive Change in Control Severance Plan effective September 23, 2025, providing double-trigger severance protections to its CEO and other designated officers. The Plan aims to retain executives and ensure focus during potential ownership changes by offering cash severance multiples, pro rata bonuses, accelerated equity vesting, and limited healthcare benefits. This governance action introduces defined severance terms aligned with the company's existing incentive plans and is a new disclosure. Investors should monitor for any future triggering events that could result in material severance payments.

Original Filing