amcr-20240924

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Dear Amcor

Shareholders

September 24, 2024


		As we reflect on our 2024 fiscal year, we begin by thanking Amcor’s people around the world for their continued dedication and focus. With geopolitical uncertainties, significant destocking through the supply chain, and rapidly rising inflation early in the year, our operating environment has been anything but stable. In response, we stayed close to our stakeholders across the business, which allowed us to adapt as we navigated variable market conditions and finish the year with strong earnings momentum. We are committed to delivering long-term shareholder value and we increased our compelling dividend once again in fiscal 2024. Additionally, since 2020 we have repurchased approximately 11% of Amcor’s outstanding shares while maintaining our investment grade balance sheet. Importantly, we expect solid adjusted earnings growth in fiscal 2025, and combined with our historical average dividend yield, Amcor is well positioned to deliver total annual value in line with our 10% to 15% shareholder value creation model range. Our People are critical to Amcor’s continued success and safety is our number one core value. We have built a talented and resilient workforce by investing in health and safety, training, technology, and leadership development. We are proud to report another year of strong progress towards our ultimate objective of zero injuries, with a 12% reduction in injuries and more than 70% of our sites remaining injury free for 12 months or more. Listening to constructive feedback from our people is another important element of our success. More than 90% of our global workforce participated in our fiscal 2024 engagement survey, providing valuable insights into what we are doing well and where we have opportunities to improve. At Amcor we have a strong sense of Purpose. We promote, protect, and preserve our customers' products through innovative and highly differentiated packaging solutions that are better for the environment than other alternatives. Our product design and greenhouse gas reduction initiatives are clear examples of how our actions align with broader societal and environmental goals and our customers’ needs. Using a range of substrates, we are focused on contributing to the creation of a truly circular economy for our industry, while also offering differentiated solutions to facilitate growth for our customers as they seek to transform the sustainability profile of their packaging portfolios. In May 2024, we opened our fourth world class Innovation Center in Belgium, bringing together the brightest minds in packaging design and material science with state-of-the-art technology to offer our customers a complete brand solution, from concept to commercial launch.

Graeme Liebelt Chairman


Peter Konieczny Chief Executive Officer

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		By integrating sustainable practices into every aspect of our operations, we are ensuring our products contribute to a more sustainable future and we are focused on developing solutions that have a lower carbon footprint and support a circular economy for packaging. Currently, almost all of our Rigid Packaging and cartons portfolios are recyclable, compostable or reusable, and in Flexible Packaging, approximately 90% of our portfolio is recyclable or has a recycle-ready alternative. We also continue to increase the use of recycled material in our packaging solutions and we are confident in achieving our goal of 30% recycled content usage across our product portfolio by 2030. Amcor demonstrated significant resilience though a challenging 2023 calendar year and made substantial Progress through fiscal 2024, delivering a year of strong margin expansion with earnings momentum building through the year. Our disciplined focus on managing costs resulted in annualized cost savings of more than $440 million, helping mitigate the impact of inflation and variable customer and consumer demand. We are encouraged by a return to volume growth in the fourth quarter of fiscal 2024 after a period of soft customer demand. To help ensure we maintain momentum and position Amcor for sustained success, we continue to strategically invest in our business, both organically and through acquisitions. In fiscal 2024 this included investments in the rapidly growing India market and installation of new, state-of-the art equipment to serve the fast-growing, high-value dairy category in North America, both of which position us to capture new opportunities for sustainable growth. Our journey this year reflects a resolute dedication to and focus on our People, our Purpose, and our Progress. We have faced challenges head-on, made significant efficiency and productivity improvements, returned $750 million of cash to our shareholders, invested in growth, and maintained our industry leading focus on innovation and sustainability. We are confident that our ongoing efforts will drive future success and deliver continued value to our shareholders. Thank you for your continued trust and support in Amcor.

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Notice of Annual Meeting

of Shareholders


When: November 6, 2024 at 4:00 P.M. EST, 9:00 P.M. GMT and 8:00 A.M. (Nov. 7) AEDT.	Items of Business: 3 Proposals are listed below.	Who Can Vote: Shareholders of Amcor ’s common stock and CHESS depositary interests via CHESS Depositary Nominees Pty Limited at the close of business on September 11, 2024.	Attending the Meeting: See page 68 for information.

Where: JW Marriott Grosvenor House London, 86-90 Park Ln, London W1K 7TN.	Date of Mailing: The date of mailing of this Proxy Statement is on or about September 24, 2024.


Items of Business		Record Date


1.	To elect ten Directors for a term of one year;	Only shareholders of record at the close of business on September 11, 2024, will be entitled to receive notice of and to vote at the meeting. Most shareholders have a choice of voting over the internet, by telephone or by using a traditional proxy card or voting instruction form. Please refer to the attached proxy materials or the information forwarded to you by your bank, broker or other holder of record to see voting methods available to you. Please note that an appointed proxy need not also be a shareholder. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on November 6, 2024: The Proxy Statement, 2024 Annual Report and 2024 Form 10-K are available on our website at www.amcor.com/ investors.

2.	To ratify the appointment of PricewaterhouseCoopers AG as our independent registered public accounting firm for fiscal year 2025;

3.	To cast a non-binding, advisory vote on the Company’s executive compensation (“Say-on-Pay Vote”); and

4.	To transact such other business as may properly come before the meeting.

Your vote is important to us. Please execute your proxy promptly. September 24, 2024 By Order of the Board of Directors



How to Cast Your Vote (See page 64) You can vote by any of the following methods:

By internet	By telephone	By mailing your proxy card

Damien Clayton,

Secretary

83 Tower Road North

Warmley, Bristol BS30 8XP

United Kingdom


4	Amcor plc \| 2024 Proxy Statement

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Proxy Statement Summary

Our proxy statement contains information about the matters that will be voted on at our Annual General Meeting of

Shareholders (the “Annual Meeting”) as well as other helpful information about Amcor plc (the “Company”). Below is an

executive summary that highlights certain information contained elsewhere in our proxy statement. We encourage you to read

the entire proxy statement carefully before voting.

Matters to Be Voted on at the 2024 Annual Meeting


Proposal		Board Recommendation		For More Detail, See Page:


1.	Election of Directors		FOR each Nominee	14


2.	Ratification of PricewaterhouseCoopers AG as our independent registered public accounting firm for fiscal year 2025		FOR	60


3.	Non-binding advisory vote to approve the Company’s executive compensation		FOR	61

Amcor plc

Amcor plc is a holding company incorporated under the laws of the Bailiwick of Jersey in July 2018. Amcor is a global leader in

developing and producing responsible packaging solutions for food, beverage, pharmaceutical, medical, home and personal-

care, and other products. Amcor works with leading companies around the world to protect products, differentiate brands, and

improve supply chains through a range of flexible and rigid packaging, specialty cartons, closures and services.

Business Highlights


	Fiscal 2024 has marked Amcor’s safest year on record
	Strong finish to fiscal 2024, with earnings and volume growth building momentum through the second half of fiscal 2024
	Continued focus on proactive price, cost and structural actions to align business with market conditions
	Strategy and capital allocation priorities remain unchanged with ongoing investment in faster growing, higher value markets and $750 million in cash returned to shareholders through share repurchases and increased annual dividends
	Confident in the Company’s ability to deliver compelling shareholder returns over time
	Amcor has achieved its highest engagement survey results, with improvements across all metrics: participation, engagement, behavior, and values


	Amcor plc \| 2024 Proxy Statement	5

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Nominees for Directors


		Director Since			Committee Memberships
Name	Age	Director Since	Primary Occupation	Independent	A	NG(1)	C	E(2)	ST(1)

Graeme Liebelt	70	2012	Former Managing Director & CEO, Orica Limited

Peter Konieczny	59	Nominee	CEO, Amcor plc

Achal Agarwal	65	2021	Former Chief Strategy & Transformation Officer, Kimberly-Clark Corporation

Andrea Bertone	63	2019	Former President, Duke Energy International LLC

Susan Carter	65	2021	Former SVP & CFO, Ingersoll-Rand Plc

Graham Chipchase CBE	61	Nominee	CEO, Brambles Ltd

Lucrèce Foufopoulos-De Ridder	57	2023	Former Executive Vice President, Borealis

Nicholas T. Long (Tom)	65	2017	Former CEO, MillerCoors, LLC

Arun Nayar	73	2019	Former EVP & CFO, Tyco International

David Szczupak	69	2019	Former EVP, Whirlpool


	Chairman of the Board		Committee Chair

A: Audit Committee NG: Nominating and Corporate Governance Committee C: Compensation Committee E: Executive Committee

ST: Special Transition Committee

(1)Karen Guerra, a Director, member of the Special Transition Committee and Chair of the Nominating and Corporate Governance

Committee, will retire from the Board at the Annual Meeting. Effective as of the Annual Meeting, the Board has appointed David

Szczupak to replace Karen Guerra as Chair of the Nominating and Corporate Governance Committee.

(2)The Board has appointed Peter Konieczny as a member of the Executive Committee, effective upon Peter Konieczny’s election to the

Board.

Racially or

Ethnically Diverse

Geographic

Diversity

Female

United

States

Australia

Europe

Asia

Male

Gender & Ethnic

Diversity

Female

60%

Diverse

Racially or

Ethnically

Diverse


6	Amcor plc \| 2024 Proxy Statement

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Tenure

4.1 years

Average Tenure

Less than

3 years

3-10

years

More than

10 years

Age

64.7 years

Average Age

45-57

years

58-65

years

66 years

or older

Skills and Experience


Executive Leadership		Manufacturing and Operations		Innovation and Technology
llllllllll	10	llllllllll	8	llllllllll	5

International Business Experience		Strategy and M&A		Professional Services
llllllllll	10	llllllllll	9	llllllllll	5

Fast Moving Consumer Goods		IT/Cybersecurity		Sustainability
llllllllll	5	llllllllll	7	llllllllll	8

Corporate Governance Highlights


	All Director nominees, other than the Chief Executive Officer (“CEO”), are independent
	Independent Chairman of the Board
	Regular executive sessions of independent Directors
	Annual election of all Directors
	Proactive shareholder engagement program
	Single class of shares
	No shareholder rights plan (poison pill)
	Shareholder right to call special meeting
	Stock ownership requirements for Directors and Executive Officers
	Active Board and Audit Committee oversight of risk management
	Active Board and Audit Committee oversight of cybersecurity
	Full Board engagement and active oversight of sustainability with strategic focus
	Annual Comprehensive Board and committee evaluations
	Ongoing Board refreshment with an emphasis on diversity
	Mandatory Director retirement at age 75
	No Directors are overboarded pursuant to Amcor’s policy
	All share capital is composed of voting shares; Amcor does not have any non-voting shares


	Amcor plc \| 2024 Proxy Statement	7

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Executive Compensation Highlights

Our executive compensation framework plays a key role in aligning compensation to business strategy and outcomes that

deliver value to shareholders. The key highlights for fiscal year 2024 are as follows:

•A reduction in safety recordable cases by 12%, with more than 70% of sites being injury free for more than 12 months; net

sales of $13,640 million; GAAP net income of $730 million; adjusted earnings per share (“EPS”)(1) of 70.2 cps; adjusted

earnings before interest and taxes (“EBIT”)(1) of $1,560 million; and adjusted free cash flow(1) of $952 million (up >$100

million or 12% on last year).

•The above results are appropriately reflected incentive outcomes for fiscal year 2024, reinforcing that our variable

compensation programs (which are 100% performance-based and at risk) have a strong alignment to our strategic

priorities and the interests of shareholders.



	WHAT WE DO
		Variable incentives are 100% performance-based and 100% at-risk. This means performance conditions apply to short term incentives and all equity-based incentives (restricted share units, performance shares, and share options)
		To ensure alignment with shareholders, Amcor’s Shareholder Value Creation Model (described further in the “Executive Compensation Discussion and Analysis” section) is the basis for the performance conditions used for incentives
		For the LTI to vest in full, it requires adjusted EPS to grow by 10% per annum, Return on Average Funds Employed (“RoAFE”)(1) to be 12% or more, and upper quartile relative total shareholder return performance
		Stock ownership requirements for Executive Officers and Directors
		Clawback policy applicable to cash and equity awards in event of fraud, dishonesty, breach of obligations and certain restatements
		Actively engage with our shareholders



	WHAT WE DON’T DO
		No multi-year employment agreements or excessive executive severance
		No repricing of options without shareholder approval
		No excise tax reimbursement for payments made in connection with a change in control
		No hedging or pledging of equity awards
		No payment of dividends on unearned performance- based awards or restricted stock units
		No evergreen provision in our 2019 Omnibus Management Share Plan
		No automatic or guaranteed annual base salary increases
		No enhanced severance provisions in connection with a change in control or single trigger equity acceleration for executive officers

(1)Adjusted EBIT, Adjusted EPS, Adjusted Free Cash Flow and RoAFE are non-GAAP financial measures defined by the Company as set

forth in the “Definitions of Non-GAAP Financial Measures” section of this proxy statement.


8	Amcor plc \| 2024 Proxy Statement

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Sustainability

Sustainability at Amcor

We are excited about the progress we made in fiscal year 2024 to accelerate momentum around responsible packaging and

keeping Amcor’s products in the economy and out of the environment at the end of their use. This progress has been achieved

through innovation for packaging design, collaboration for waste management infrastructure and education for greater

consumer participation. At the same time, we continued driving progress in sustainability in other areas within Amcor’s

operations and across our value chain.

Our expertise in developing more responsible packaging across a range of materials, combined with our ambitious

sustainability goals and global presence, makes us the partner of choice for market-leading brands and is a key opportunity

that fuels our continued growth.

The following are some highlights of our fiscal year 2024 achievements:

•We received recognition for our leadership as we expanded our more sustainable packaging platforms to new applications

and markets. For example, Amcor was the proud recipient of eight Flexible Packaging Achievement Awards for innovative

and sustainability contributions to the industry, including a Gold Award for Sustainability for McCoy™ Dunnage Free IBC

Liners for bulk aseptic products and Silver Awards for Sustainability for our Tyson Foods Foam Tray Replacement and

HealthCare™ AmSky™ Blister System. In another example, our groundbreaking packaging solution AmPrima™, which is

designed to be recycled in existing recycling streams with no compromise on performance, helped Amcor Flexibles win

the Manufacturing and Consumer Goods category of the Australian Financial Review Sustainability Leaders List for 2024.

•We collaborated with consumer brands to bring innovative new solutions to market, such as Amcor’s partnership with an

iconic chocolate brand to transition to 50% food-grade recycled packaging in Australia. We partnered with a cosmetics,

skin care and personal care pioneer in China to launch AmPrima™ Plus refill pouches for its line of shower gels – the first

refill pouch with recycle-ready material. In North America, we launched our curbside-recyclable AmFiber™ Performance

Paper packaging, part of our AmFiber™ portfolio. Amcor Rigid Packaging launched the first-ever one-liter carbonated soft

drink stock bottle made from 100% post-consumer recycled (PCR) material, ensuring brands will benefit from increased

speed to market while addressing the increased consumer demand and legislative requirements for PCR content. Amcor

Capsules was proud to announce the introduction of more than 90% recycled tin into its premium tin capsules and

sparkling foils product range, incorporating an unprecedented level of recycled content sourced from Europe.

•In addition to our annual R&D spend of approximately $100 million supporting our innovations, we continued investing in

partnerships to build capacity and drive demand for recycled materials – a crucial step in closing the loop to create a

circular economy for packaging. In fiscal year 2024, we achieved our goal of using 10% post-consumer recycled resins in

our product portfolio, one year ahead of our 2025 target.

•We developed new partnerships with recyclers and suppliers of recycled materials to ensure strong supply pipelines

across our global markets. For example, we entered into a Memorandum of Understanding (MoU) with a leading

polyethylene producer in Canada for the purchase of mechanically recycled polyethylene resin for use in flexible

packaging films. We also signed a MoU with a leading petrochemical company based in South Korea to source advanced

recycled material primarily in the Asia Pacific region beginning in 2025, enabling Amcor to provide access to packaging

solutions using recycled content for food and healthcare customers in key markets in Asia Pacific. Combined, we believe

that these partnerships will help Amcor take another important step toward achieving our target of 30% recycled content

across our portfolio by 2030.

Sustainability informs every aspect of Amcor’s operational activities, from sourcing to manufacturing. For nearly two decades,

our EnviroAction program has driven continuous reduction of our carbon footprint, elimination of waste and minimization of

water usage. In January 2024, our near-term science-based targets for greenhouse gas (GHG) emission reduction were

validated by the Science-Based Targets initiative. Our net-zero science-based targets were subsequently validated by the

same organization in September 2024, committing Amcor to reach net-zero GHG emissions across the value chain by 2050.

We developed and published a decarbonization roadmap to clarify our strategy and guide our efforts to reduce GHG emissions

as we work to achieve our science-based targets. Amcor’s procurement team continues to focus closely on reducing Scope 3

GHG emissions from our supply chain, and hosted our second annual Supplier Sustainability Summit focused on GHG

reduction in January 2024.

We were included in Moody’s ESG Investment Register, the DJSI Australia Index and S&P Sustainability Yearbook 2024, and

achieved a B score on the CDP’s Climate Change rating, an EcoVadis Gold rating and an MSCI A rating.


10	Amcor plc \| 2024 Proxy Statement

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Human Capital

Human Capital Management at Amcor

We believe that human capital management is critical to our success.

Our Human Resources (“HR”) Strategy

Supporting the execution of our growth aspiration is our HR Strategy. We recognize that we grow our business by growing our

people and putting our people at the center of what we do. Amcor’s HR Strategy aims to create an exceptional employee

experience through a range of ongoing initiatives focused on talent. We continue to focus on attracting, developing, engaging,

and retaining the best talent and strengthening the Company’s succession pipeline for the future. Supported by our Employee

Value Proposition, we undertake a variety of recruitment strategies to attract top talent and we monitor turnover rates in key

management positions to identify and address any emerging retention challenges.

Our Culture

Our Values continue to underpin and strengthen our performance by guiding and shaping our collective behaviors. The Values

describe the foundation of our culture and through every interaction, and consistency of approach, we create a working

environment of which we can be proud. An expression of our Values can be seen in how we recognize our people. We

celebrate the diverse experience, strengths, styles, nationalities and cultures of all our people. As of June 30, 2024,

approximately 41,000 employees worked for Amcor with approximately 31% located in North America, 29% located in Europe,

21% located in Latin America and 19% located in the Asia Pacific region. Our geographical distribution ensures a broad range

of perspectives and skills.

Safety

Safety is a core value at Amcor. We champion safe and responsible behavior among all employees to achieve our goal of zero

workplace injuries.

Talent Development

Growing our people is core to our HR Strategy and we have developed a range of executive development, leadership training,

and education and awareness programs to help employees progress across all functions and experience levels.

Diversity, Equity and Inclusion (“DE&I”)

We are committed to advancing our DE&I journey, building an even more inclusive Amcor culture where everyone can be the

best version of themselves every day, fueling our growth and innovation. Our DE&I strategy is based on four key pillars:

•Talent - Supporting the growth and diversification of our talent through mentoring and our hiring practices. Under this

pillar, the Amcor Leadership Mentoring Program is ongoing for the second year. The program aims to develop

emerging female talent by connecting them with senior leaders as well as through workshops and networking

opportunities. In addition, we are working towards diversifying our global talent pool by reducing unconscious bias

from talent attraction and development through a number of initiatives.

•Community - Promoting our employee resource groups and local grassroots plant initiatives. Under this pillar, we

have established a global network of DE&I representatives from all business groups and corporate functions to come

together, share their experiences and support the execution of our agenda across Amcor. The network also shares

regular updates with the Global Management Team. Our Employee Resource Groups are an important part of the

community pillar that support the DE&I strategy through local initiatives relevant to the countries and regions they are

located in.

•Awareness and Training - Providing more coordination and information around training opportunities. Under this

pillar, our DE&I training calendar provides an overview of opportunities for Amcor colleagues to build knowledge and

capabilities, aligning the entire organization on DE&I topics. Business groups organize these sessions in a variety of

formats, including live small-group seminars, large-group webinars and e-learnings. Participants also receive

supporting materials to better enable post-training reinforcement of learnings, including tips and reflection checks.

•Data and Reporting - Communicating our work and progress accurately and effectively to internal and external

stakeholders. Under this pillar, progress is measured in a variety of ways, such as through feedback from individuals

engaged in DE&I initiatives, community representatives, and members of employee resource groups. We also receive

feedback from across the organization through our engagement survey scores, including scores related to DE&I. We

continue to improve our scores by taking action both regionally and globally. We continue to build additional rigor

around more consistently tracking our internal metrics, such as shifts in representation in senior leadership positions.

Our progress is shared with the Global Management Team, the Human Resources Leadership Team and our Board.


	Amcor plc \| 2024 Proxy Statement	11

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Integrity

Our employees and Directors are expected to act with integrity and objectivity, striving always to enhance the Company’s

reputation and performance. We maintain a Code of Business Conduct and Ethics Policy which is signed by all employees and

provides a framework for making ethical business decisions. We provide targeted training across the globe to reinforce our

commitment to ethics and drive adherence to the national laws in each country in which we operate.

Employee Engagement

We prioritize employee engagement through various initiatives. In addition to the annual global employee engagement survey

where we provide all employees an opportunity to share anonymous feedback across a variety of topics, we conduct regular

feedback sessions and town halls to gather insights and foster open communication. Our engagement results help to drive

action on various topics globally as well as locally in an effort to continuously improve employee engagement.

Looking ahead, we aim to continue to align our human capital management with our strategic goals, focusing on innovation,

sustainability, and inclusivity. We are committed to continuing our efforts to attract, develop and retain the best talent, ensuring

that Amcor remains a leader in our industry.


12	Amcor plc \| 2024 Proxy Statement

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Notice of Annual Meeting of Shareholders	3

Proxy Statement Summary	4
Matters to Be Voted on at the 2024 Annual Meeting	4
Amcor plc	4
Business Highlights	4
Nominees for Directors	5
Corporate Governance Highlights	6
Executive Compensation Highlights	7
Sustainability	8
Human Capital	10

Proposal 1 Election of Directors	14
Director-Nominees	14

Director Compensation Summary	20
Fiscal Year 2024 Director Compensation	20

Board Composition	21
Director Independence	21
Board Diversity	21
Director Commitments	21
Board Refreshment	21
Board Leadership Structure	21

Board Operations	22
Corporate Governance Documents	22
Committees of the Board	22
Director Meeting Attendance	24

Key Areas of Board Oversight	25
Risk Management	25
Environmental, Social and Governance (ESG) Matters	26
Cybersecurity Risk Oversight	26
Human Capital Management	26

Board Governance Practices	27
Board Evaluation Process	27
Shareholder Engagement	27
Recommendations for Directors	27
Communications with the Board	27

Transactions with Related Parties	28
Standards for Approval of Transactions	28
Transactions with Related Parties during Fiscal Year 2024	28

Security Ownership of Directors and Executive Officers	29

Security Ownership of Certain Beneficial Owners	30


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Table of Contents


Delinquent Section 16(a) Reports	31

Executive Compensation Discussion and Analysis	32
Named Executive Officers	32
Introduction and Fiscal Year 2024 Highlights	33
Compensation Policy	34
Elements of Compensation	35
Employment Agreements	40
Minimum Shareholding Policy	41
Hedging and Pledging Policy	41
Insider Trading Policy	41
Compensation Recovery Policy	41
Compensation Committee Report	42

Executive Compensation Tables	43
2024 Summary Compensation Table	43
2024 Benefits, Relocation Expenses, Plan Contributions and Tax-Related Payments (the “All Other Compensation” Column)	44
2024 Grants of Plan-Based Awards	45
Outstanding Equity Awards at 2024 Fiscal Year-End	47
2024 Option Exercises and Stock Vested	50
2024 Nonqualified Deferred Compensation	51
Potential Payments Upon Termination or Change in Control	52
CEO Pay Ratio	53
Pay Versus Performance Disclosure	54

Definitions of Non-GAAP Financial Measures	57

Report of the Audit Committee	58
Independent Registered Public Accountant Fees	58

Proposal 2 Ratification of the Appointment of PricewaterhouseCoopers AG as Our Independent Registered Public Accounting Firm for Fiscal Year 2025	60

Proposal 3 Advisory Vote on Executive Compensation (“Say-On-Pay Vote”)	61

Important Information about the Proxy Materials and Voting Your Shares	62

Submission of Shareholder Proposals and Nominations	66
Proposals for Inclusion in Proxy Statement	66
Other Proposals and Nominees	66
Notice Requirements	66

Important Notice Regarding Availability of Proxy Materials for the Annual General Meeting of Shareholders to Be Held on November 6, 2024	67

Admission Policy	68


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Proposal 1 Election of Directors

The Nominating and Corporate Governance Committee of our Board of Directors (the “Board”) has nominated ten individuals

to be elected at the meeting. The Board has taken action to increase the size of the Board to ten Directors, with such increase

to be effective immediately prior to this Annual Meeting. Each Director is elected to a one-year term to serve until his or her

successor has been duly elected and qualified, but subject to prior death, resignation, disqualification or removal from office.

Each nominee has indicated a willingness to serve as a Director. If a Director does not receive a majority of the votes for his or

her election, then that Director will not be elected to the Board, and the Board may fill the vacancy with a different person, or

the Board may reduce the number of Directors to eliminate the vacancy.

In addition to certain biographical information about each Director and nominee, listed below are the specific experiences,

qualifications, attributes or skills that led to the conclusion that the person should serve as a Director on the Board. Mr. Ronald

(Ron) Delia retired from the Board of Directors effective April 15, 2024.

Ms. Karen Guerra, a Director, member of the Special Transition Committee and Chair of the Nominating and Corporate

Governance Committee, will retire from the Board at the Annual Meeting. The Board extends its appreciation to Ms. Guerra for

her services and thoughtful insight and advice. Effective as of the Annual Meeting, the Board has appointed David Szczupak to

replace Ms. Guerra as Chair of the Nominating and Corporate Governance Committee.

Director-Nominees


	The Board of Directors recommends a vote “FOR” all nominees to serve as Directors.

GRAEME LIEBELT



	PROFESSIONAL BACKGROUND: •Managing Director and Chief Executive Officer of Orica Limited – 2005 to 2012 •Executive Director of Orica Group – 1997 to 2012 •Numerous senior positions with the ICI Australia/Orica group including Managing Director of Dulux Australia, Chairman of Incitec Ltd, Director of Incitec Pivot Ltd and Chief Executive of Orica Mining Services – 1989 to 2012


Age: 70 Director since: 2012 Chairman Committees: Executive INDEPENDENT	OTHER DIRECTORSHIPS: •Australian Foundation Investment Company Limited •Australia and New Zealand Banking Group Limited (previous) •DuluxGroup Ltd (previous)

	KEY QUALIFICATIONS AND EXPERIENCES: In addition to the professional background noted above, Mr. Liebelt is a Fellow of the Australian Academy of Technological Sciences and Engineering and a Fellow of the Australian Institute of Company Directors. Mr. Liebelt’s past leadership experiences and expertise in global manufacturing and operations make him particularly qualified to act as Chairman of the Board for Amcor.


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PETER KONIECZNY



	PROFESSIONAL BACKGROUND: •Chief Executive Officer, Amcor plc – September 2024 to present • Interim Chief Executive Officer, Amcor plc – April 2024 to September 2024 • Chief Commercial Officer, Amcor plc – 2020 to April 2024 • President, Amcor Flexibles Europe, Middle East & Africa and Latin America – 2019 to 2020 • President, Amcor Flexibles Europe, Middle East & Africa – 2015 to 2019 • President, Amcor Specialty Cartons – 2010 to 2015
Age: 59 Since: Nominee

	KEY QUALIFICATIONS AND EXPERIENCES: Mr. Konieczny has had a number of leadership roles across several Business Groups within the Amcor organization, giving him unique insight into the individual challenges and opportunities of the Business Groups’ global business. Prior to joining Amcor, Mr. Konieczny was appointed President of Silgan White Cap, a global organization specializing in metal and plastic closures for the food and beverage industries. He has also worked as a management consultant with McKinsey & Company. Mr. Konieczny’s comprehensive knowledge of Amcor’s business, operations and customers and his strong operational and commercial leadership is invaluable to Amcor’s Board of Directors. Mr. Konieczny was originally recommended as a Director nominee by the Special Transition Committee.

ACHAL AGARWAL



	PROFESSIONAL BACKGROUND: •Global Chief Strategy and Transformation Officer, Kimberly-Clark – 2020 to 2021 •President, Asia Pacific Region, Kimberly-Clark – 2012 to 2020 •President, North Asia Region, Kimberly-Clark – 2008 to 2012 •Chief Operating Officer – Beverages (Greater China), PepsiCo – 2002 to 2008 •Vice President, Beverages (China), PepsiCo – 1998 to 2002 •Market Unit General Manager – Beverages (India), PepsiCo – 1994 to 1997 •Commercial Manager, Corporate, ICI India – 1993 to 1994 •Commercial Functions in Pharmaceutical, Agrochemical, Paints and Commercial Explosives businesses, ICI India – 1981 to 1993

Age: 65 Director since: 2021 Committees: Compensation INDEPENDENT

	OTHER DIRECTORSHIPS: •SATS Ltd •World-Wide Fund for Nature, Singapore (WWF Singapore) (previous) •Singapore International Chamber of Commerce (previous) •Asia Venture Philanthropy Network (previous) •Singapore Business Federation (previous)

	KEY QUALIFICATIONS AND EXPERIENCES: Mr. Agarwal holds a degree and a Master of Business Administration from the University of Delhi, and an Advanced Management Program degree from The Wharton School, University of Pennsylvania. He is a global consumer executive with four decades of experience, of which 30 years have been in leadership roles in the Asia-Pacific across developed and emerging markets. He is passionate about coaching leaders to grow scalable and sustainable businesses in the midst of a changeable environment, contributing invaluable knowledge and skills to Amcor’s Board of Directors.


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ANDREA BERTONE



	PROFESSIONAL BACKGROUND: •President, Duke Energy International LLC (an electric power generation company) – 2009 to 2016 •Associate General Counsel, Duke Energy – 2003 to 2009

	OTHER DIRECTORSHIPS: •Waste Connections Inc., listed on NYSE (Audit Committee) •Drax Group PLC, listed on the London Stock Exchange (Chair) •Peabody Energy Corporation, listed on NYSE (Audit and Chair of HSSE Committee)
Age: 63 Director Since: 2019 Committees: Compensation, NG INDEPENDENT	•DMC Global Inc. (previous), listed on NASDAQ (Audit and Chair of Risk Committee) – 2019 to 2023 •Yamana Gold Inc. (previous), listed on NYSE (Audit and Risks Opportunities Committee) – 2017 to 2020 •Duke Energy International Geração Paranapanema S.A. (previous)

	KEY QUALIFICATIONS AND EXPERIENCES: Ms. Bertone is a graduate of the University of São Paulo, Brazil, where she earned a juris doctorate degree, and Chicago-Kent College of Law, where she earned a Master of Laws degree. She also completed a finance program for senior executives at Harvard Business School. Ms. Bertone’s depth of experience with multinational companies operating in global markets and her experience in executive leadership, global strategy, legal and regulatory, finance, and M&A provide valuable contributions to Amcor’s Board of Directors.

SUSAN CARTER



	PROFESSIONAL BACKGROUND: •Senior Vice President and Chief Financial Officer, Ingersoll-Rand Plc – 2013 to 2020 •Executive Vice President and Chief Financial Officer, KBR, Inc. – 2009 to 2013 •Executive Vice President and Chief Financial Officer, Lennox International Inc. – 2004 to 2009 •Vice President and Corporate Controller/Chief Accounting Officer, Cummins, Inc. – 2002 to 2004

Age: 65 Director since: 2021 Committees: Audit INDEPENDENT	OTHER DIRECTORSHIPS: •Stanley Black & Decker, Inc •ON Semiconductor Corporation •Pursuit Aerospace •Air Products and Chemicals, Inc. (previous) •Lyondell Chemical Company (previous)

	KEY QUALIFICATIONS AND EXPERIENCES: Ms. Carter received a Bachelor’s degree in Accounting from Indiana University and a Master’s degree in Business Administration from Northern Illinois University. Ms. Carter’s expertise in investor relations, capital markets, IT management, global company management, accounting and finance, and her experience as a chief financial officer of a public company, enable her to bring a thorough understanding of financial reporting, generally accepted accounting principles, financial analytics, budgeting, capital markets financing and auditing to Amcor’s Board of Directors.


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GRAHAM CHIPCHASE CBE



	PROFESSIONAL BACKGROUND: •CEO, Brambles LTD – January 2017 to present •CEO, Rexam plc – 2010 to 2016 •Group Director of Plastic Packaging, Rexam plc – 2005 to 2009 •Group Finance Director, Rexam plc – 2003 to 2005 •Finance Director Aerospace Services, GKN PLC – 2001 to 2003

Age: 61 Since: Nominee INDEPENDENT	OTHER DIRECTORSHIPS: •AstraZeneca (Senior Independent Director and Chair of Remuneration Committee) – 2012 to 2021 (previous)

	KEY QUALIFICATIONS AND EXPERIENCES: Mr. Chipchase is a long-tenured CEO with Non-Executive Director experience, and has worked in Sweden, Australia, the UK and the U.S. He holds an MA (Hons) Chemistry from Oriel College, Oxford, and is a Fellow of the Institute of Chartered Accountants in England and Wales. He was made a Commander of the British Empire (CBE) for services to sustainable business in June 2024. Mr. Chipchase left Rexam plc in 2016, at that time one of the world’s largest consumer packaging companies, having overseen the company’s sale to a U.S. competitor, Ball Corporation. He has significant experience in companies supplying the fast moving consumer goods industry and across finance, global strategic development and business transformation functions, and therefore provides valuable insights to the Amcor board. Mr. Chipchase was originally recommended as a Director nominee by a third party search firm.

LUCRÈCE FOUFOPOULOS-DE RIDDER



	PROFESSIONAL BACKGROUND: •Executive Vice President (EVP), Polyolefins Business, and Chief Technology Officer (CTO), Borealis Group – January 2019 to January 2024 •Vice President, General Manager, Rubber Additives Business, Eastman Chemical Company – December 2015 to January 2019 •Chief Commercial Officer, Eastman Chemical Company – August 2014 to December 2015 •Overall approximately 30 years of specialty chemical and materials industry experience from multinational companies such as Tyco (h-Raychem), the Dow Chemical Group (including h-Dow Corning and h-Rohm and Haas), Eastman Chemical Company, and the Borealis Group, serving a broad range of downstream industries, in a variety of business leadership (P&L), transformation and strategic planning, marketing and sales excellence, circularity and sustainability, and technology and innovation roles.

Age: 57 Director Since: 2023 Committees: Compensation INDEPENDENT

	OTHER DIRECTORSHIPS: •Sika Group (Sustainability Committee Chair) •Royal Vopak •Tronox Holdings plc •Quaker Houghton •Borouge Pte (previous, until January 2024)

	KEY QUALIFICATIONS AND EXPERIENCES: Ms. Foufopoulos-De Ridder holds a Master’s degree in Polymer and Composites Engineering from the University of Leuven (KUL, Belgium) in collaboration with 5 other European universities. She also holds a second Master’s degree in Materials Science Engineering from the University of Ghent, Belgium, and executive business education from Insead in Paris, France and IMD in Lausanne, Switzerland. Her distinguished and varied career of more than 30 years in the specialty chemicals and materials industry, her functional expertise and her sustainability and circular transformation experience strengthens Amcor’s Board of Directors.


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NICHOLAS T. LONG (TOM)



	PROFESSIONAL BACKGROUND: •Managing Partner, Bridger Growth Partners, LLC (a private equity fund) – 2015 to current •Chief Executive Officer, MillerCoors, LLC (a brewing company) – 2011 to 2015 •President and Chief Commercial Officer, MillerCoors, LLC – 2008 to 2011 •Chief Executive Officer, MillerBrewing Company (a brewing company) – 2006 to 2008 •Chief Marketing Officer, MillerBrewing Company – 2005 to 2006 •President Northwest Europe Division, The Coca-Cola Company – 2003 to 2005

Age: 65 Director Since: 2017 Committees: Compensation (Chair), Special Transition (Chair), Executive, NG INDEPENDENT

	OTHER DIRECTORSHIPS: •Chairman, Wolverine Worldwide, Inc.

	KEY QUALIFICATIONS AND EXPERIENCES: Mr. Long holds a Masters of Business Administration from Harvard Business School and a Bachelor of Arts from the University of North Carolina. Mr. Long has significant experience in executive leadership in large, global companies, global strategy and international business operations, finance, and sales and marketing. In light of these experiences, Mr. Long provides valuable contributions to Amcor’s Board of Directors.

ARUN NAYAR



	PROFESSIONAL BACKGROUND: •Senior Advisor, McKinsey & Company (a global management consulting firm) – 2016 to current •Advisor, Global Advisory Council, ServiceNow, Inc. (a software company) – 2022 to current •Executive Vice President and Chief Financial Officer, Tyco International plc (a securities system company) – 2012 to 2016 •Senior Vice President, Treasurer and Chief Financial Officer, ADT Worldwide (Tyco) – 2008 to 2012

Age: 73 Director Since: 2019 Committees: Executive (Chair), Audit (Chair), Special Transition INDEPENDENT
	OTHER DIRECTORSHIPS: •Mastech Digital •GFL Environmental Inc. •Rite Aid Corporation (previous) •TFI International Inc. (previous) •Bemis Company, Inc. (previous) •

	KEY QUALIFICATIONS AND EXPERIENCES: Mr. Nayar’s global experience and expertise in financial reporting, financial analytics, capital market financing, mergers and acquisitions and treasury matters provide important insight into the global financial matters for Amcor’s Board of Directors. His experiences make him well suited to serve as Chair of the Audit Committee.


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Director Compensation Summary

Director compensation is approved by the Board of Directors. The Board of Directors considers benchmark data when

determining appropriate pay. The components of Director pay include a fixed retainer plus additional fees for members and

chairs of committees. As part of the annual review of director compensation, effective December 1, 2022, the Board of

Directors decided not to increase fee levels from the prior year. The Board approved a one-time payment to the Special

Transition Committee members and chair of $20,000 and $25,000, respectively. The fee levels and structure are shown in the

table below (unless otherwise indicated, all dollar amounts in this proxy statement are in U.S. Dollars).


Description	Fee


Retainer fees	•Chair: $541,216(1)
Retainer fees	•Directors, other than the Chair: $270,608


Committee fees	•Audit Committee Chair: $32,473
	•Audit Committee Member: $16,236
	•Compensation Committee Chair: $21,648
	•Compensation Committee Member: $10,824
	•Nominating and Corporate Governance Committee Chair: $16,236
	•Nominating and Corporate Governance Committee Member: $7,577


Delivery of fee	•50% restricted share units
Delivery of fee	•50% cash


Minimum shareholding requirements	•5x cash retainer, accumulated over five years

(1)The retainer for the Chair represents his total fee. He does not receive additional fees for his involvement with Board committees.

Fiscal Year 2024 Director Compensation

The table below sets forth certain information concerning the compensation earned in fiscal year 2024 by our non-executive

Directors (non-management and independent Directors).


Name	Fees Earned or Paid in Cash(1) ($)	Stock Awards ($)	Employer Contributions to defined contribution pension plans(2) ($)	Total ($)


Graeme Liebelt	287,835	270,609	17,957	576,402
Armin Meyer(3)	79,876	0	0	79,876
Achal Agarwal	160,330	140,722	0	301,052
Andrea Bertone	163,403	144,512	0	307,915
Susan Carter	163,202	143,431	0	306,633
Lucrèce Foufopoulos-De Ridder (4)	88,398	143,835	0	232,234
Karen Guerra	182,706	143,431	0	326,137
Tom Long	194,578	150,268	0	344,846
Arun Nayar	192,067	151,548	0	343,615
David Szczupak	163,691	143,431	0	307,122

(1)Directors received a fixed “base” fee for their role as Board members, plus additional fees for members and chairs of committees. The

Chair does not receive additional fees for his involvement with Board committees.

(2)Where applicable, the cash portion of the retainer fees is reduced by any required statutory pension contributions.

(3)Dr. Meyer retired from the Board of Directors effective November 8, 2023. Amounts listed in the table above are pro-rated based on his

retirement date.

(4)Ms. Foufopoulos-De Ridder joined the Board of Directors effective November 8, 2023. Amounts listed in the table above are pro-rated

based on her start date.


	Amcor plc \| 2024 Proxy Statement	21

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Board Composition

Director Independence

The Board has determined that all Directors nominees other than the CEO are “independent” as that term is defined in the

applicable listing standards of the New York Stock Exchange (“NYSE listing standards”). In addition, the Board has determined

that each member of the Audit, Compensation, and Nominating and Corporate Governance Committees is independent

pursuant to the NYSE listing standards and any relevant Securities and Exchange Commission (“SEC”) standards. In

accordance with the NYSE listing standards, the Board looked at the totality of the circumstances to determine a Director’s

independence including reviewing any relationships and transactions between each Director and the Company (including its

independent registered public accounting firm). To be independent, a Director must be, among other things, able to exercise

independent judgment in the discharge of his or her duties without undue influence from management.

Board Diversity

The Board recognizes the value of diversity. The Board believes that a diverse membership provides a variety of perspectives,

improves the quality of dialogue, and contributes to a more balanced and effective decision-making process. In evaluating

candidates for Board membership, the Board and the Nominating and Corporate Governance Committee consider many

factors to create a balanced Board with diverse viewpoints and deep expertise. Relevant factors include diversity of

professional experience, skill set, perspective, and background, including gender, race, ethnicity, cultural background and

geography (Please see page 5 for additional detail regarding the composition of our Board and its diversity characteristics).

Director Commitments

The Board does not believe that its members should generally be prohibited from serving on boards and/or committees of

other organizations, and the Board has not adopted any guidelines limiting such activities. However, prior to becoming a

director of another public company, a Director of the Company must notify the Chair of the Nominating and Corporate

Governance Committee, the Chair of the Board and the CEO to address whether the aggregate number of directorships held

by such Director would interfere with his or her ability to carry out his or her responsibilities as a Director of the Company. In

the case of Ms. Lucrèce Foufopoulos-De Ridder, the Nominating and Corporate Governance Committee believes that she has

sufficient time and capacity to devote to her responsibilities to Amcor, and she has attended all meetings of our Board and

committees of our Board on which she serves.

Board Refreshment

Amcor has maintained a steady, proactive focus on Board composition and refreshment, having added seven new Directors

since 2019, and recommending two new Directors as nominees at our Annual Meeting. As a key element of ensuring a

diverse Board, the Nominating and Corporate Governance Committee regularly reviews Director tenure and succession. The

disciplined Board succession planning, together with annual Board self-evaluations, enables optimal Board effectiveness and

ensures the appropriate level of Board refreshment to meet the Company’s strategic needs and priorities. In addition to

refreshing the Board’s composition generally, the Board routinely adjusts its committee chair and membership assignments

which promotes Director development and succession planning.

Board Leadership Structure

We do not have an express policy concerning whether the role of Chairman of the Board should be held by an independent

Director. Instead, the Board prefers to remain flexible to determine which leadership structure is most appropriate for the

Company and its shareholders based upon the specific circumstances at any given point in time. Mr. Liebelt, an independent

Director, currently serves as our Chairman of the Board. The Board currently intends that the CEO will also become a Director

of the Company. The Board believes the continued split in roles is appropriate at this time.


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Board Operations

Corporate Governance Documents



	The following materials relating to the corporate governance of the Company are accessible on our website at: http://www.amcor.com/investors/corporate-gov/policies-standards •Memorandum of Association and Articles of Association •Corporate Governance Guidelines •Executive Committee Charter •Audit Committee Charter •Compensation Committee Charter •Nominating and Corporate Governance Committee Charter •Code of Business Conduct and Ethics Hard copies will be provided at no charge to any shareholder or any interested party upon request. To submit such request, write to us at Amcor plc, Attention: Corporate Secretary at 83 Tower Road North, Warmley, Bristol BS30 8XP, United Kingdom. The information contained on the Company’s website is not incorporated by reference into this proxy statement and should not be considered to be part of this proxy statement.

Committees of the Board

The Board has the following standing committees: Audit Committee, Compensation Committee, Nominating and Corporate

Governance Committee, Executive Committee and Special Transition Committee. Below is certain information relating to

these committees.

Audit Committee

During fiscal year 2024, the Audit Committee met 5 times. The Audit Committee is comprised of three Directors: Arun Nayar,

Susan Carter and David Szczupak. Mr. Nayar serves as the chair of the Audit Committee. Each member of the Audit

Committee is “independent,” as defined by NYSE listing standards. The Board has determined that Mr. Nayar and Ms. Carter

each qualify as an “audit committee financial expert” as that term is defined by the applicable SEC rules. Furthermore, each

member of the Audit Committee is “financially literate” as that term is defined by the NYSE listing standards.

The Audit Committee charter details the purpose and responsibilities of the Audit Committee, including to assist the Board in its

oversight of:

•The integrity and fair presentation of the financial statements of Amcor and related disclosure;

•The qualifications, performance and independence of Amcor’s independent auditor;

•The performance of Amcor’s internal audit function;

•Amcor’s systems of internal controls over financial reporting;

•Amcor’s legal and ethical compliance policies and programs; and

•Review of the cybersecurity report from management, which outlines Amcor’s cybersecurity risk management framework

and includes an update on Amcor’s completed, on-going, and planned actions relating to cybersecurity risks.

In addition, the Audit Committee is directly responsible for the selection, compensation and oversight of the work of Amcor’s

independent auditor.


	Amcor plc \| 2024 Proxy Statement	23

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Compensation Committee

During fiscal year 2024, the Compensation Committee met 7 times. The Compensation Committee is comprised of four

Directors: Achal Agarwal, Andrea Bertone, Lucrèce Foufopoulos-De Ridder and Tom Long. Tom Long serves as the chair of

the Compensation Committee. Each member of the Compensation Committee is “independent,” as defined by the NYSE

listing standards.

The Compensation Committee charter details the purpose and responsibilities of the Compensation Committee, including:

•Reviewing and recommending the compensation of the CEO and Directors, and determining and approving compensation

for Amcor’s Executive Officers who report directly to the CEO;

•Evaluating the performance of Amcor’s CEO and performance of Executive Officers who report directly to the CEO;

•Evaluating officer and Director compensation plans, policies and programs generally;

•Reviewing the Compensation Discussion and Analysis for inclusion in the proxy statement; and

•Reviewing Amcor’s management succession planning.

Nominating and Corporate Governance Committee

During fiscal year 2024, the Nominating and Corporate Governance Committee met 4 times. The Nominating and Corporate

Governance Committee is comprised of three Directors: Karen Guerra, Tom Long and Andrea Bertone. Ms. Guerra serves as

the chair of the Nominating and Corporate Governance Committee. Effective as of the Annual Meeting, the Board has

appointed David Szczupak to replace Ms. Guerra as the Chair of the Nominating and Corporate Governance Committee. Each

member of the Nominating and Corporate Governance Committee is “independent,” as defined by the NYSE listing standards.

The Nominating and Corporate Governance Committee charter details the purpose and responsibilities of the Nominating and

Corporate Governance Committee, including:

•Identifying and recommending to Amcor’s Board individuals qualified to serve as Directors of Amcor;

•Reviewing the nominations for new Directors from all sources against criteria established for selection of new Directors

and nominees for vacancies on the Board;

•Overseeing the annual evaluations of the Board and the Board committees; and

•Advising Amcor’s Board with respect to its composition, governance practices and procedures.

Executive Committee

During fiscal year 2024, the Executive Committee did not meet. The Executive Committee is comprised of three Directors:

Graeme Liebelt, Tom Long and Arun Nayar. Arun Nayar serves as the chair of the Executive Committee. The Board has

appointed Peter Konieczny as a member of the Executive Committee, effective upon Peter Konieczny’s election to the Board.

The Executive Committee charter details the purpose and responsibilities of the Executive Committee, which generally consist

of exercising the powers and authority of the Board to direct the business and affairs of the Company in intervals between

meetings of the Board, in emergency situations or when requested by the full Board.


24	Amcor plc \| 2024 Proxy Statement

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Special Transition Committee

During fiscal year 2024, the Special Transition Committee met 10 times. The Special Transition Committee is comprised of

three Directors: Arun Nayar, Karen Guerra and Tom Long. Tom Long serves as the chair of the Special Transition Committee.

The Special Transition Committee does not have a formal charter. The Special Transition Committee’s purpose and

responsibilities generally consist of (i) negotiating with Ron Delia (our former CEO), a separation and release agreement; (ii)

identifying and engaging with an individual to serve as the interim Chief Executive Officer (the “Interim CEO”); (iii) determining

a cash and equity-based compensation package for the Interim CEO and recommending to the Compensation Committee and

the Board an appropriate employment agreement with such Interim CEO; and (iv) commencing and carrying out a search

process, on behalf of the Company, for a Chief Executive Officer of the Company (the “Executive Search”) and engaging an

executive search firm to assist with the Executive Search. The Committee engaged Spencer Stuart to assist with the Executive

Search. The Special Transition Committee made recommendations for the Board of Directors’ consideration regarding the

Executive Search. As a result of the completion of a robust internal and external Executive Search and fulfillment of the

Special Transition Committee’s responsibilities, the Special Transition Committee is no longer an active committee of the

Board.

Director Meeting Attendance

Directors are expected to attend all Board meetings, applicable committee meetings and the annual shareholder meeting. The

Board met 10 times in fiscal year 2024. Each Director attended at least 75 percent of the aggregate of the total number of

Board meetings and committee meetings on which they served. All then-current Directors attended the annual shareholder

meeting as well.

The Board meets in regularly scheduled executive sessions without non-independent Directors in connection with each

regularly scheduled Board meeting and at other times as necessary. Our independent Chairman of the Board presides at the

executive sessions.


	Amcor plc \| 2024 Proxy Statement	25

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Key Areas of Board Oversight

Risk Management

Taking purposeful and calculated risks is an essential part of our business and is critical to the achievement of our long-term

strategic objectives. Our Board of Directors and the committees take an active role in the oversight of our Company’s most

significant risks. Enterprise risk management processes are embedded in all critical business processes and are designed to

identify operational, financial, strategic, compliance, cybersecurity, and reputational risks that could adversely affect the

execution of the Company’s plans, strategy, or effectiveness of its business model.



	BOARD OF DIRECTORS
		Oversee the Company’s risk management processes to support achievement of the Company’s organizational and strategic objectives
		Oversee the long-term financial plan, which is updated in a process that aligns with the Company’s annual corporate and business unit risk assessments
		Delegate certain risk management oversight responsibilities to Board committees, and receive regular reports from Board committees
		Oversee and engage with executives on a broad range of human capital management topics, including the Human Capital Strategy
		Oversee management of ESG-related risks and strategy
AUDIT COMMITTEE			COMPENSATION COMMITTEE


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	PROFESSIONAL BACKGROUND: •Executive Vice President Global Product Organization, Whirlpool Corporation (a major home appliance company) – 2008 to 2017 •Chief Operation Officer, Dura Automotive Systems – 2006 to 2008

Age: 69 Director Since: 2019 Committees: Audit INDEPENDENT	OTHER DIRECTORSHIPS: •Bemis Company, Inc. (previous)

	KEY QUALIFICATIONS AND EXPERIENCES: In his professional roles, Mr. Szczupak gained specific experience in product development, purchasing, manufacturing and product quality. In addition to these roles, Mr. Szczupak worked for Ford Motor Company for 22 years in a variety of leadership roles. Mr. Szczupak’s extensive background in product innovation, strategic planning, engineering, and global manufacturing give him unique and valuable insights and perspective to our global operations, research and development and innovation.


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