UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.              )

 

 

BEMIS COMPANY, INC.
		One Neenah Center, 4th Floor
		Neenah, WI 54956
		Telephone: (920) 727-4100

 

March 23, 2007

Dear Stockholders:

This year we are holding the Annual Meeting of Bemis Company, Inc. in the Doty Ballroom of the Holiday Inn Neenah Riverwalk, 123 East Wisconsin Avenue, Neenah, Wisconsin. The meeting will be held on Thursday, May 3, 2007, at 9:00 a.m., Central Daylight Time. You are cordially invited to attend. We will report on Bemis’ results for 2006 and provide comments on the upcoming year. You will also have ample opportunity both before and after the meeting to meet and talk informally with our Directors and Officers. We hope you are able to attend. Whether or not you can attend the meeting, please take the time to vote your proxy.

On behalf of the Board of Directors and all Bemis employees, thank you for your continued support of, and confidence in, the Bemis Company.

 

BEMIS COMPANY, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 3, 2007

We will hold the Annual Meeting of Stockholders of Bemis Company, Inc. in the Doty Ballroom of the Holiday Inn Neenah Riverwalk, 123 East Wisconsin Avenue, Neenah, Wisconsin, on Thursday, May 3, 2007, at 9:00 a.m., Central Daylight Time, for the following purposes:

1.                To elect four directors for a term of three years.

2.                To ratify the appointment of PricewaterhouseCoopers LLP, as our independent registered public accounting firm.

3.                To vote upon a proposal submitted by a stockholder, if properly presented at the meeting.

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

Only stockholders of record at the close of business on March 9, 2007, will be entitled to receive notice of and to vote at the meeting.

 

March 23, 2007

PLEASE EXECUTE YOUR PROXY PROMPTLY

BEMIS COMPANY, INC.

One Neenah Center, 4th Floor

Neenah, Wisconsin 54956

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

MAY 3, 2007

SOLICITATION, EXECUTION AND REVOCATION OF PROXIES

The Board of Directors of Bemis Company, Inc. (the “Company”) is soliciting your proxy in connection with the Annual Meeting of Stockholders to be held on Thursday, May 3, 2007. The proxies will vote the shares represented by all properly executed proxies that we receive prior to the meeting and not revoked in accordance with your instructions. You may revoke your proxy at any time before it is voted by giving written notice of revocation to the Secretary of the Company. You may vote by internet, by telephone, by mail, or by delivery of your proxy in person at any time prior to the meeting. Voting by internet or telephone must be completed before 11:59 p.m., Eastern Time on May 2, 2007.

We will bear all costs of soliciting proxies, including reimbursement of banks, brokerage firms, custodians, nominees and fiduciaries for reasonable expenses they incur. Proxies may be solicited personally, by mail, by telephone, by fax, or by internet by our Directors, officers or other regular employees without remuneration other than regular compensation.

The mailing address of our principal executive offices is One Neenah Center, 4th Floor, P.O. Box 669, Neenah, Wisconsin 54957-0669. This Proxy Statement and the form of proxy, which is enclosed, are being mailed to stockholders commencing on or about March 23, 2007.

RECORD DATE, OUTSTANDING VOTING SECURITIES AND VOTING RIGHTS

Only stockholders of record at the close of business on March 9, 2007, will be entitled to vote at the meeting. As of that date, we had outstanding 104,589,616 shares of Common Stock. Each share entitles the stockholder of record to one vote. Cumulative voting is not permitted.

Unless otherwise specified in the Proxy, a Company proxy will vote your proxy for the four nominees set forth herein and for the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm and against the stockholder proposal. The affirmative vote of the holders of a majority of the outstanding shares of Common Stock present in person or represented by proxy at the meeting and entitled to vote is required for approval of each proposal presented in this Proxy Statement. Abstentions will be treated as shares that are present and entitled to vote. Abstentions will have the effect of a vote “against” the particular matter. If a broker indicates on the proxy card that it does not have discretionary authority to vote certain shares on a particular matter, it is referred to as a “broker non-vote.”  Broker non-votes will be treated as shares that are present and entitled to vote for purposes of determining the presence of a quorum, but will not be considered as voted for the purpose of determining the approval of the particular matter.

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OWNERSHIP OF THE COMPANY’S SECURITIES

Security Ownership of Certain Beneficial Owners

There are no persons known to us who own, as of December 31, 2006, more than 5% of our outstanding Common Stock.

Shares Available for Issuance under Our Equity Compensation Plans

The following table details as of December 31, 2006, for Directors, Executive Officers, and all other participants in our equity compensation plans:

(a)           The aggregate number of shares to be issued upon the exercise of outstanding stock options and the vesting of performance units (commonly referred to as restricted stock units);

(b)          The weighted average exercise price of all outstanding options; and

(c)           The number of shares remaining available for future issuance under equity compensation plans.

(1)          Includes outstanding options and restricted stock units.

(2)          Represents weighted-average exercise price of outstanding options only. Restricted stock units do not have an exercise price.

(3)          May be issued as options or restricted stock units.

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Security Ownership of Directors and Executive Officers

The following table lists the beneficial ownership of our Common Stock as of March 9, 2007, by each director, each nominee for director, each Executive Officer of the Company named in the Summary Compensation Table in this Proxy Statement, and all of our Directors and Executive Officers as a group.

*                    Less than one percent (1%).

(1)          These shares are held individually or jointly with others, or in the name of a bank, broker, or nominee for the individual’s account. Also included are vested restricted stock units and shares resulting from option exercises and shares held in 401(k) accounts of Executive Officers.

(2)          This column includes other shares over which Directors and Executive Officers have or share voting or investment power, including shares directly owned by certain relatives with whom they are presumed to share voting and/or investment power.

(3)          Includes shares which may be acquired pursuant to rights to acquire upon vesting or upon exercise of stock options pursuant to the 1987 Bemis Stock Option Plan, 1994 Stock Incentive Plan and the 2001 Stock Incentive Plan. Also includes grants under our Time Accelerated Restricted Stock Award Program to Executive Officers.

(4)          Includes 97,020 shares in a trust of which Mr. Curler is a co-trustee in which he disclaims any beneficial ownership. Includes 258,500 shares in a trust of which Mr. Curler is a co-trustee in which he disclaims any beneficial ownership. Also includes 50,000 shares which represents Mr. Curler’s 16.7 percent beneficial interest in a trust.

(5)          Includes the 23.93 percent beneficial interest that Mrs. McDonald holds in a limited liability company, which includes a 23 percent interest as a trustee and an undivided 0.93 percent interest as a beneficiary. Mrs. McDonald disclaims any beneficial ownership except to the extent of the 0.93 percent ownership interest.

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INFORMATION WITH RESPECT TO DIRECTORS

Directors are divided into three classes elected on a staggered basis for three-year terms. The Nominating and Corporate Governance Committee of the Board of Directors has nominated four persons to the class of directors to be elected at the meeting. Persons elected will hold office for a three-year term expiring in 2010 and will serve until their successors have been duly elected and qualified. Each nominee has indicated a willingness to serve as a director, but in case any nominee is not a candidate for any reason, proxies named in the accompanying proxy card may vote for a substitute nominee selected by the Nominating and Corporate Governance Committee.

Director-Nominees for Terms Expiring in 2010

	NANCY P. McDONALD, 68		Director Since 1982
	Mrs. McDonald has been the Corporate Secretary of Hillcrest Corporation, a private holding company, since 2004 and has been a director of Hillcrest Corporation since 1979. She is a member of the Audit Committee and the Nominating and Corporate Governance Committee.
	JEFFREY H. CURLER, 56		Director Since 1992
	Mr. Curler is President, Chief Executive Officer and Chairman of the Board of the Company. He has been President since 1996, Chief Executive Officer since 2000 and Chairman of the Board since 2006. He was Chief Operating Officer from 1998 to 2000. From 1982 to 1996, he served as President of Curwood, Inc., a subsidiary of the Company. From 1973 to 1982, he held various R&D or operations positions within the Company. Mr. Curler is also a director of Valspar Corporation. He is Chair of the Executive and Finance Committee.
	ROGER D. O’SHAUGHNESSY, 64		Director Since 1997
	Mr. O’Shaughnessy is President and Chief Executive Officer of Cardinal Glass Industries, Inc., a private manufacturer of glass, including insulating glass units for window manufacturers. He has held this position for more than five years. He is a member of the Compensation Committee, the Executive and Finance Committee, and the Nominating and Corporate Governance Committee.
	DAVID S. HAFFNER, 54		Director Since 2004
	Mr. Haffner is President and Chief Executive Officer of Leggett & Platt, Inc., a diversified manufacturing company listed on the New York Stock Exchange. He has been Chief Executive Officer since 2006 and has served as President since 2002. He previously served as Chief Operating Officer from 1999 to 2006 and as Executive Vice President of Leggett & Platt from 1995 to 2002. He is also a director of that corporation. He is Chair of the Compensation Committee and a member of the Nominating and Corporate Governance Committee.

 

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Directors Whose Terms Expire in 2009

	WILLIAM J. BOLTON, 60		Director Since 2000
	Mr. Bolton is a consultant to the food distribution industry. He was Executive Vice President of SUPERVALU, Inc. and President and Chief Operating Officer Corporate Retail from 1997 to 2000. SUPERVALU is a food distribution and food retailing company. From 1995 to 1997 he was Chairman and Chief Executive Officer of Bruno’s, a supermarket company. He was elected to the Board of Directors of Ace Hardware Corporation in 2004. He is Chair of the Nominating and Corporate Governance Committee and a member of the Compensation Committee and the Executive and Finance Committee.
	BARBARA L. JOHNSON, 56		Director Since 2002
	Ms. Johnson is the Vice Chancellor for Business and Finance for the University of Nebraska at Kearney. She has held that position since 2007. From 2004 to 2007 she served as a consultant for various institutions of higher education advising on financial and administrative matters. She previously was Vice President and Treasurer of Carleton College, Northfield, Minnesota from 2000 to 2004. Prior to that she was Vice President for Finance and Administration of Mars Hill College, Mars Hill, North Carolina from 1997 to 2000 and Assistant Controller of The Ohio State University, Columbus, Ohio from 1990 to 1997. She is a member of the Audit Committee and the Nominating and Corporate Governance Committee.
	PAUL S. PEERCY, 66		Director Since 2006
	Mr. Peercy is currently Dean of the College of Engineering at the University of Wisconsin-Madison. He has been Dean since 1999. From 1996 to 1998 he was President of SEMI/SEMATECH in Austin, Texas. From 1968 to 1995 he served in various departments of the Sandia National Laboratories in Albuquerque, New Mexico. Mr. Peercy is also a director of Sonic Foundry, Inc. He is a member of the Audit Committee and the Nominating and Corporate Governance Committee.
	GENE C. WULF, 56		Director Since 2006
	Mr. Wulf is Senior Vice President and Chief Financial Officer of the Company. He has been Senior Vice President since 2006 and Chief Financial Officer since 2002. He previously was Vice President, Treasurer and Chief Financial Officer from 2002 to 2006, Vice President and Controller from 1998 to 2002 and Vice President and Assistant Controller from 1997 to 1998. From 1975 to 1997, he held various financial positions within the Company. Mr. Wulf is also a director of A. O. Smith Corporation.

 

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Directors Whose Terms Expire in 2008

	EDWARD N. PERRY, 60		Director Since 1992
	Mr. Perry has been engaged in the private practice of law in the Boston, Massachusetts area since 1982 and since 2006 has been Of Counsel to the law firm of Sullivan, Weinstein & McQuay, P.C. He was a partner at Perkins, Smith & Cohen, LLP from 1990 to 2003 and was Of Counsel to Perkins, Smith & Cohen from 2004 to 2005. He is a member of the Audit Committee, Executive and Finance Committee and the Nominating and Corporate Governance Committee.
	WILLIAM J. SCHOLLE, 60		Director Since 2001
	Mr. Scholle is Chairman and Chief Executive Officer of Scholle Corporation, a private company, headquartered in Irvine, California, engaged in bag-in-box packaging, metallized plastics and paper, flexible shipping containers, marine salvage devices and battery electrolyte. Mr. Scholle has held this position for more than five years. He is a member of the Audit Committee, Executive and Finance Committee and the Nominating and Corporate Governance Committee.
	TIMOTHY M. MANGANELLO, 57		Director Since 2004
	Mr. Manganello is Chairman of the Board and Chief Executive Officer of BorgWarner Inc., a company listed on the New York Stock Exchange and a leader in highly engineered components and systems for vehicle powertrain applications worldwide. He has been Chairman and Chief Executive Officer since 2003. He previously served as Executive Vice President and served as President and General Manager of BorgWarner Torq Transfer Systems from 1999 to 2002. He is a director of BorgWarner Inc. and Federal Reserve Bank of Chicago—Detroit Branch. He is a member of the Compensation Committee and the Nominating and Corporate Governance Committee.
	PHILIP G. WEAVER, 54		Director Since 2006
	Mr. Weaver is Vice President and Chief Financial Officer of Cooper Tire & Rubber Company, a global company listed on the New York Stock Exchange, specializing in the design, manufacture and sales of passenger car, light truck, medium truck, motorcycle and racing tires, as well as tread rubber and related equipment for the retread industry. He has been Vice President and Chief Financial Officer since 1998. He previously served as the Vice President of the tire division from 1994 to 1998 and as Controller of the tire division from 1990 to 1994. He is Chair of the Audit Committee and a member of the Nominating and Corporate Governance Committee.
	HENRY J. THEISEN, 53		Director Since 2006
	Mr. Theisen has been Executive Vice President and Chief Operating Officer of the Company since 2003. He previously was Vice President of Operations and President of High Barrier Products from 2002 to 2003 and President of Curwood, Inc. from 1998 to 2003. From 1975 to 1998, he held various research and development, marketing, and management positions within the Company.

 

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CORPORATE GOVERNANCE

Corporate Governance Documents

You can electronically access all of our committee charters, our standards of business conduct, and our Principles of Corporate Governance at our website at www.bemis.com under the Company Overview section or by writing to us at Bemis Company, Inc., Attention Company Secretary at One Neenah Center, 4th Floor, P.O. Box 669, Neenah, Wisconsin 54957-0669. Hard copies will be provided to any stockholder or any interested party upon request. We have adopted a Financial Team Code of Ethics that is filed as an exhibit to our Annual Report on Form 10-K. We intend to promptly post on our website any amendments to, or waivers from, the Financial Team Code of Ethics or Bemis Ethics Guide following the date of such amendment or waiver.

Director Independence

The Board has determined that all Directors and director-nominees, with the exception of Messrs. Curler, Theisen, and Wulf, are “independent” as that term is defined in the applicable listing standards of the New York Stock Exchange (“NYSE”). The Board has affirmatively determined that each of the following non-employee Directors, who collectively constitute a majority of the Board and all of the members of the Audit Compensation, and Nominating and Corporate Governance Committees of the Board, is independent:

·       William J. Bolton

·       David S. Haffner

·       Barbara L. Johnson

·       Timothy M. Manganello

·       Nancy P. McDonald

·       Roger D. O’Shaughnessy

·       Paul S. Peercy

·       Edward N. Perry

·       William J. Scholle

·       Philip G. Weaver

In accordance with the NYSE director independence rule, the Board looked at the totality of the circumstances to determine a director’s independence. 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. The Board considered information provided by the Directors and Director-nominees and concluded none of the independent Directors or independent director-nominees have any relationships with Bemis, except Mr. Scholle who has an immaterial relationship with Bemis. Mr. Scholle is President and Chief Executive Officer of Scholle Corporation. We have purchased, at market competitive prices, metallized film and metallized services from a subsidiary of Scholle Corporation. The Board has determined that under the totality of circumstances, Mr. Scholle remains independent from management and is able to discharge the duties of an independent director. Total sales to Bemis by the Scholle Corporation and its subsidiaries comprise less than 2% of Scholle Corporation’s consolidated gross revenues. None of the other non-employee Directors has a relationship described in Rule 303A.02 of the NYSE Rules or any other relationship affecting independence that the Board considered in making its determination.

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The Board of Directors

All 12 members then comprising the Board of Directors attended the Annual Stockholders Meeting in 2006. The Board does not have a formal written policy requiring members to attend the Stockholders Meeting, although all members have traditionally attended. The Board of Directors held four meetings during the year ended December 31, 2006. All Directors attended at least 75 percent of Board meetings and meetings of Committees on which they served.

Committees of the Board

The Board of Directors has an Executive and Finance Committee, an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. The table below shows current membership for the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee:

 

*                    Committee Chair

The Executive and Finance Committee did not meet in 2006. It has such powers as are delegated to it by the full Board.

The Audit Committee held 11 meetings in 2006. The Audit Committee’s principal function is to assist the Board by performing the duties described in the Audit Committee Charter. It has oversight responsibility for the integrity and fair presentation of our financial reporting. It is also responsible for the selection, compensation and oversight of our independent registered public accounting firm. The Board has determined that all members of the Audit Committee are financially literate and that Philip G. Weaver is a financial expert as defined by the Securities and Exchange Commission.

The Compensation Committee held two meetings in 2006. The Compensation Committee has a Compensation Committee Charter. It approves the compensation of the Executive Officers and also reviews management’s recommendations on officer and key employee compensation, company-wide compensation structure, benefit plans and benefit awards and payouts. The Compensation Committee performs the duties described in the Compensation Committee Charter.

The Nominating and Corporate Governance Committee held four meetings in 2006. The Nominating and Corporate Governance Committee has a Nominating and Corporate Governance Committee Charter. The Nominating and Corporate Governance Committee performs the duties described in the Nominating and Corporate Governance Committee Charter. Included among its duties, the Committee recommends nominees for election to the Board of Directors, reviews the performance of the highest ranking officer and other senior officers and recommends to the full Board a successor should the position of highest-ranking officer become vacant. The Nominating and Corporate Governance Committee is responsible for

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recommending nominees for election to the Board. As specified in our Principles of Corporate Governance, the Nominating and Corporate Governance Committee is responsible for reviewing with the Board, on an annual basis, the requisite skills and characteristics of individual Board members, as well as the composition of the Board as a whole, in the context of our needs. The Nominating and Corporate Governance Committee will review all nominees for director and recommend to the Board those nominees who have attributes it believes would be most beneficial to us. This assessment will include such issues as experience, integrity, competence, diversity, skills, and dedication in the context of the needs of the Board. The Principles of Corporate Governance also set forth certain requirements regarding Board size, Directors who experience job changes, director terms, other board service, retirement and independence matters.

Nominations for Directors

The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders in the same manner that it considers all director candidates. Director candidates must meet the minimum qualifications set forth in the Principles of Corporate Governance and the Nominating and Corporate Governance Committee will assess director candidates in accordance with the factors described in the Principles of Corporate Governance. Stockholders who wish to suggest qualified candidates to the Committee should write the Secretary of the Company at One Neenah Center, 4th Floor, P.O. Box 669, Neenah, Wisconsin 54957-0669, stating in detail the candidate’s qualifications for consideration by the Committee.

If a stockholder wishes to nominate a director other than a person nominated by or on behalf of the Board of Directors, he or she must comply with certain procedures set out in our Bylaws. Under our Bylaws, no person (other than a person nominated by or on behalf of the Board of Directors) shall be eligible for election as a director at any annual or special meeting of stockholders unless a written request that his or her name be placed in nomination is received from a stockholder of record by the Secretary of the Company not less than 90 days before the first anniversary of the previous year’s annual meeting or, if later, within 10 days after the first public announcement of the date of such annual meeting, together with the written consent of such person to serve as a director.

In accordance with the listing standards of the New York Stock Exchange, William J. Bolton has served as the independent lead director for independent director meetings. Bemis’ independent Directors meet at regularly scheduled executive sessions without management at which Mr. Bolton presides. Executive sessions without management are held at the beginning and conclusion of every Board meeting.

Bemis hires Beal Associates, a search firm, to help identify and facilitate the screening and interview process of director-nominees. To be considered by the Nominating and Corporate Governance Committee, a director-nominee must have experience as a Board member or senior officer of a public or private company or have achieved national prominence in a relevant field or have possessed other relevant experience. In addition to these minimum requirements, the Committee will also evaluate whether the nominee’s skills are complementary to the existing Board members’ skills, and the Board’s needs for operational, management, financial, international, technological or other expertise. The search firm screens the candidates, does reference checks, prepares a biography for each candidate for the Committee to review and helps set up interviews. The Committee, the Chairman of the Board and our Chief Executive Officer interview candidates that meet the criteria, and the Committee selects nominees that best suit the Board’s needs.

Communications with the Board

The Board provides a process for stockholders and other interested parties to send communications to the Board or any of the Directors. Interested parties may communicate with the Board or any of the

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Directors by sending a written communication to Bemis Company, Inc., c/o Secretary of the Company at One Neenah Center, 4th Floor, P.O. Box 669, Neenah, Wisconsin 54957-0669, 920-727-4100. All communications will be compiled by the Secretary of the Company and submitted to the Board or the individual Directors.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires that Directors, Executive Officers and persons who own more than 10 percent of our Common Stock file initial reports of ownership of our Common Stock and changes in such ownership with the Securities and Exchange Commission. To our knowledge, based solely on a review of copies of forms submitted to us during and with respect to 2006 and on written representations from our Directors and Executive Officers, all required reports were filed on a timely basis during 2006, except for one Form 4 for Nancy P. McDonald due to a trust agent’s reporting error.

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TRANSACTIONS WITH RELATED PERSONS

Our Board of Directors has approved a written policy whereby the Audit Committee must approve any transaction with a related person, as defined in Rule 404 of Regulation S-K (“Related Person Transaction”) before commencement of such transaction; provided, however, that if the transaction is identified after it commences, it shall be brought to the Committee for ratification. The Related Person Transaction should be presented to the Audit Committee by an Executive Officer requesting that the Audit Committee consider the Related Person Transaction at its next meeting. The Executive Officer presenting the transaction must advise the Audit Committee of all material terms of the transaction.

The Audit Committee has delegated authority to the Audit Committee Chairman to, upon request of an Executive Officer, approve Related Person Transactions if they arise between Committee meetings. The Chairman may take any action with respect to such Related Person Transaction that the Committee would be authorized to take, or, in his or her discretion, require that the matter be brought before the full Committee. Any action taken by the Chairman shall be reported to the Committee at its next regularly scheduled meeting.

Standards for Approval of Transactions

The Committee will analyze the following factors, in addition to any other factors the Committee deems appropriate, in determining whether to approve a Related Person Transaction:

·       whether the terms are fair to us;

·       whether the transaction is material to us;

·       the role the related person has played in arranging the Related Person Transaction;

·       the structure of the Related Person Transaction; and

·       the interests of all related persons in the Related Person Transaction.

A Related Person Transaction will only be approved by the Committee if the Committee determines that the Related Person Transaction is beneficial to us and the terms of the Related Person Transaction are fair to us.

Approval Process

The Committee may, in its sole discretion, approve or deny any Related Person Transaction. Approval of a Related Person Transaction may be conditioned upon us and the related person taking any or all of the following additional actions, or any other actions that the Committee deems appropriate:

·       requiring the related person to resign from, or change position within, an entity that is involved in the Related Person Transaction with us;

·       assuring that the related person will not be directly involved in negotiating the terms of the Related Person Transaction or in the ongoing relationship between us and the other persons or entities involved in the Related Person Transaction;

·       limiting the duration or magnitude of the Related Person Transaction;

·       requiring that information about the Related Person Transaction be documented and that reports reflecting the nature and amount of the Related Person Transaction be delivered to the Committee on a regular basis;

·       requiring that we have the right to terminate the Related Person Transaction by giving a specified period of advance notice; or

·       appointing a Company representative to monitor various aspects of the Related Person Transaction.

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In the case of any transaction for which ratification is sought, the Committee may require amendment or termination of the transaction, or implementation of any of the above actions, if the Committee does not ratify the transaction.

Transactions with Related Persons during Fiscal Year 2006

Item 404 of Regulation S-K requires that we disclose any transactions between us and any related persons, as defined by Item 404, in which the amount involved exceeds $120,000 (the “404 Threshold Amount”).

During 2006, we and our subsidiaries purchased, at market competitive prices, approximately $12.6 million of polyester and polyester copolymer products from Pacur, Inc. Ronald Johnson, brother-in-law of Jeffrey H. Curler, is President of Pacur, Inc.

During 2006, we and our subsidiaries purchased, at market competitive prices, approximately $2.7 million of metallized film and metallizing services from Vacumet Corporation, a subsidiary of Scholle Corporation. Such sales comprised less than 2% of Scholle Corporation’s consolidated gross revenues. During the same period, we and our subsidiaries, sold, at market competitive pricing, approximately $322,000 of film to Vacumet Corporation. William J. Scholle, a director of the Company, is President and Chief Executive Officer of Scholle Corporation.

At the request of the Audit Committee, consisting entirely of independent Directors, PricewaterhouseCoopers LLP conducted a review of the above transactions. Based on PricewaterhouseCoopers LLP’s report, the Audit Committee determined that these transactions were at least as fair to us as if they had been consummated with non-related parties.

Robert Krostue is the brother-in-law of Jeffrey H. Curler. Mr. Curler is a director and our President, Chief Executive Officer and Chairman of the Board. Mr. Krostue is employed by Perfecseal, Inc., one of our subsidiaries, as Vice President of Manufacturing. He was paid targeted total cash in 2006 of approximately $55,000 more than the 404 Threshold Amount. Mr. Krostue has been employed by us for 29 years.

Todd Woods is the brother-in-law of Henry J. Theisen. Mr. Theisen is a director and our Executive Vice President and Chief Operating Officer. Mr. Woods was employed by Curwood Inc., a subsidiary of Bemis, as Vice President, Manufacturing and was paid targeted total cash in 2006 of approximately $17,000 more than the 404 Threshold Amount. Mr. Woods had been employed by us for 35 years and recently retired.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Introduction

Our Compensation Committee (the “Committee”) has been assigned and empowered by the Bemis Board of Directors to review and approve the compensation of its Executive Officers. In addition, the Committee provides a recommendation to the Board of Directors as to the competitive pay package for its Directors. For the year 2006, there were eight (8) employee Executive Officers and ten (10) non-employee Directors. The individuals who served as our Chief Executive Officer and Chief Financial Officer during fiscal 2006, as well as the other individuals included in the Summary Compensation Table, are referred to as the “Named Executive Officers.”  The components of the compensation and benefits provided to all Executive Officers, including the Named Executive Officers, are similar in design.

Executive Compensation Philosophy and Objectives

The Committee believes its responsibility is to provide effective compensation plans that align the interests of stockholders and management. The Committee believes that the most effective compensation plans are those that reward achievement of specific annual, long-term and strategic goals. The elements of this philosophy are to:

·       attract and retain key talent;

·       motivate individuals to achieve our goals;

·       achieve results that add shareholder value; and

·       grow long term earnings.

Accordingly, the Committee has designed and approved compensation plans that include base salary, short-term performance-based cash incentives and long-term incentives in the form of restricted stock. In addition, we have historically provided a defined benefit pension plan. The Plan was partially frozen in 2006 and replaced with a defined contribution profit sharing plan (the Bemis Investment Profit Sharing Plan “BIPSP”).

The Committee believes that the simplicity of our executive compensation plans has been instrumental in achieving our strong historical total shareholder return in a challenging and complex marketplace.

Compensation Decisions

The Committee makes all decisions regarding changes in compensation and material benefit plans. The Committee selected Towers Perrin, an independent, outside compensation consultant, to assist it in developing relevant market data using competitive benchmarks and its knowledge of the job requirements of each of the Executive Officers. To maintain Towers Perrin’s independence, management does not utilize any of its services. The Committee most recently consulted with Towers Perrin in 2006. The Chief Executive Officer also presents recommendations to the Committee based on the performance of all of the other Executive Officers. The Board conducts an annual performance evaluation of the Chief Executive Officer and considers input from Towers Perrin and the Vice President of Human Resources in setting Chief Executive Officer compensation. In setting compensation for all Executive Officers, the Committee exercises its independent judgment, utilizing recommendations from Towers Perrin and, in the case of other Executive Officers, the Chief Executive Officer.

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In designing the competitive benchmarks, Towers Perrin used a peer group reflective of the packaging industry. We selected the following companies for the peer group:

·       Avery Dennison Corporation;

·       Ball Corporation;

·       Crown Holdings, Inc.;

·       Pactiv Corporation;

·       Sealed Air Corporation; and

·       Sonoco Products Company.

None of these companies competes directly in all of our product categories; however, they are the most directly competitive, publicly traded companies. We believe that management talent comes from a much broader range of industries, from both publicly and privately held businesses. As a result, the Committee uses discretion in applying the peer group data in establishing compensation levels that are competitive within the broader market. Compensation consultants have typically been engaged to provide benchmarking data once every three years, and may be engaged more frequently in the future.

The Committee uses the peer group data primarily to ensure that the executive compensation plans, as a whole, are competitive, meaning generally within the broad middle range of comparative pay of the peer group companies when we achieve the targeted performance levels. The individual’s relative position is driven by individual and Company performance. For 2007, the Committee elected a total compensation target range at the 50th percentile. The Committee is confident that the design of the compensation components, especially the long-term component, has been integral in attracting and retaining the executive talent necessary to meet our objectives.

2006 Executive Compensation Components

For the year 2006, the principal components of compensation for all Executive Officers, including all Named Executive Officers were:

·       Base salary;

·       Performance-based cash incentives (non-equity incentive compensation);

·       Long-term equity compensation;

·       Retirement and other benefits;

·       Perquisites; and

·       Compensation and benefits, in the event of termination, including a change of control.

Base Salary

The base salary is a guaranteed component of Executive Officer annual cash compensation that attracts and retains our Executive Officers. The value of base salary reflects the Executive Officer’s skill set and the market value of that skill set. During an annual review of base salaries, the Committee uses, in addition to the benchmarking data, an internal review of the compensation relative to other Executive Officers, individual performance, and the recommendations submitted by the Chief Executive Officer. In years where compensation consultants are not engaged, salaries would be adjusted using similar criteria used for other Bemis salaried employee base pay adjustments.

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Performance—Based Cash Incentives - (non-equity incentive compensation)

The 1997 Bemis Executive Officer Performance Plan (BEOPP) was re-approved by the stockholders in May 2005. The purpose of the BEOPP is to provide incentives to our Named Executive Officers to produce a superior stockholder return. Amounts paid under the terms of the BEOPP are intended to qualify as performance-based compensation within the meaning of Section 162(m) of the Internal Revenue Code.

Administered by the Committee, the BEOPP sets target award levels based on a percent of each Named Executive Officer’s annual base compensation. The target percentage is established by the Committee based on the benchmarking data and other factors previously discussed. That percent of annual base compensation becomes the normal award. The attainment of predetermined adjusted earnings per share (EPS) growth dictates the percent of payment of the normal award. Adjusted EPS is based on the Company’s reported EPS, adjusted for items determined by the Committee to be unusual and/or non-recurring. The Committee determined that for 2006, the EPS target was 106% of the previous year’s EPS. If this target were achieved, the Named Executive Officers would receive 100% of the normal award value. If our EPS is less than 90% of the previous year’s EPS, no award is paid. At 114% EPS achievement, the Plan would pay two-times the normal award. Named Executive Officers can also earn an additional ten (10) percent of normal award if annual sales increase by eight (8) percent over the previous year.  The BEOPP chart below indicates the range of payouts:

 

In 2006, we achieved a year-over-year performance increase in adjusted earnings per share of seventeen percent, and therefore the Named Executive Officers earned a bonus payout of two times the normal award. We did not increase sales in excess of eight (8) percent and therefore the additional sales-related payment was not made.

For 2007, the Committee has approved the BEOPP design, with the same EPS growth targets shown in the chart above.

Long Term Incentive Compensation

In May 2006, our stockholders approved the Bemis Company, Inc. 2007 Stock Incentive Plan (the “Plan”). This Plan provides for issuance of equity units to all Executive Officers and other key employees. The purpose of this Plan is to enable us to retain and motivate key employees by providing them the

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opportunity to acquire meaningful equity ownership in the Company. The Committee has selected restricted stock units as the form of equity awards for Executive Officers and other key employees. In 2006, the Committee approved restricted stock units for approximately 200 key employees. This Plan has proven to be a critical retention tool for all Executive Officers, as well as other key employees. By virtue of its years of experience with the Plan, the Compensation Committee has continued to support the issuance of restricted stock units to participants, which aligns the interests of Executive Officers and key employees with those of our shareholders.

For all Executive Officers, the Committee provides annual grants of restricted stock units that vest after a five-year period, subject to accelerated vesting for retirement eligible participants. The Committee uses a formula tied to base salary to set the number of restricted stock units awarded annually. The Committee considers recommendations from Towers Perrin and sets the percent of base salary used for each Executive Officer’s award. The Committee has set the formula as a percent of base salary, divided by a fixed share price to determine the number of restricted stock units awarded. The fixed share price is used for a three year time period. This fixed share price is equal to an average month-end closing price for the year, adjusted for a forfeiture-based discount provided by Towers Perrin that is used for a three year time period. This formula was used for awards in 2004, 2005 and 2006, based on the average adjusted 2003 share price. Grants for the three-year period commencing in 2007 were based on the same formula using a fixed average 2006 adjusted share price.

In 2002, we placed holding requirements on all Executive Officers for any restricted stock units granted after November 30, 2002. These holding requirements specify that each Executive Officer hold, for a period of not less than three years, one-half of the net amount of shares issued. These restrictions expire after the three-year period or upon termination or retirement.

Retirement and Other Employee Benefits

We offer retirement plans that are intended to supplement the employee’s personal savings and social security. All employees in the United States are eligible to participate in a retirement plan, profit sharing plan, savings plan or a combination thereof.

We offer core employee benefits coverage to:

·       provide our employees with a reasonable level of financial support in the event of illness or injury, and

·       enhance productivity and job satisfaction through programs that focus on work/life balance.

Core benefits available are the same for all United States employees and Executive Officers, and include medical and dental coverage, wellness, disability insurance, and life insurance. In addition, the Bemis 401k Savings Plan (BIIP & BIPSP) and the Bemis retirement plans provide a reasonable level of retirement income reflecting employee’s careers with us. These plans are generally available to all United States employees, including Executive Officers. We also offer non-qualified supplemental retirement and savings plans, which provide certain additional retirement benefits, including benefits that cannot be provided through the qualified plans due to various Internal Revenue Service limits.

The cost of employee benefits is partially borne by the employee, including each Executive Officer.

Perquisites

We do not provide significant perquisites or personal benefits to Executive Officers. We discontinued most perquisites to Executive Officers in 2005 and 2006, with the exception of some limited use of our plane by the Chief Executive Officer and reimbursement of some automobile-related expenses. The

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Committee has authorized the Chief Executive Officer to use our plane for personal use to maximize the Chief Executive Officer’s efficiency and availability to the Company.

Change of Control Agreements (Management Agreements)

We entered into management agreements with the Executive Officers to ensure retention and action in the best interests of the shareholders in the event of a change of control. In 2005, the elements of the management agreements were benchmarked against comparable regional companies of similar size. The agreements were subsequently revised and approved by the Committee. The Committee authorized us to enter into management agreements with all Executive Officers, which provide benefits only upon a change of control event and subsequent termination. Please see the “Management Agreements” section in this proxy.

Compensation Committee Report

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in the Proxy Statement.

THE COMPENSATION COMMITTEE

David S. Haffner, Chairman
Roger D. O’Shaughnessy
William J. Bolton
Timothy M. Manganello

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SUMMARY COMPENSATION TABLE

(1)           No discretionary bonuses were paid in 2006.

(2)           Represents amounts recognized for financial reporting purposes for compensation earned in 2006, utilizing assumptions discussed in Note 8 to our consolidated financial statements for the year ended December 31, 2006, for all restricted stock units, calculated in accordance with FAS 123(R), disregarding any estimate for service based forfeitures.

(3)           Options have not been awarded since 2003 and all option awards vested prior to 2006.

(4)           The amounts in this column reflect cash awards paid to the named individuals under the BEOPP, which is discussed in further detail in the Compensation Discussion and Analysis.

(5)           The amounts in this column reflect the actuarial increase in the present value of the Named Executive Officers’ benefits under all pension plans established by us. Interest rate and mortality rate assumptions used are consistent with those shown in our financial statements. Mr. Austen’s amount also includes above-market interest rate earnings of $1,561. See Pension Benefits for more detailed information.

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(6)           The amounts in this column include:

 

(a)           The BIIP 401(k) is available to all eligible salaried and non-union hourly employees, including all Executive Officers and Named Executive Officers. Participants contribute by making tax advantaged or pre-tax employee contributions that are then matched by us in Bemis stock. The match is 50 percent of the first two (2) percent of employee contributions and then a 25 percent match on any contributions above two (2) percent up to an eight (8) percent maximum match. To qualify for participation, the employee must meet all eligibility requirements and regularly contribute to the Plan at a minimum of three (3) percent of covered pay for the entire year

(b)          The BIPSP is provided to those Executive Officers who do not qualify for the BRP. This Plan provides for a minimum contribution of two (2) percent of eligible annual earnings. If certain earnings per share targets are met, we will provide up to a maximum contribution of five (5) percent of eligible earnings. For 2006, the maximum contribution of five (5) percent was made. The Supplemental BIPSP non-qualified Plan allows for contributions that would otherwise be limited in the qualified BIPSP Plan due to IRS limits.

(c)           Perquisites consist of the following amounts:

 

(i)              The phase out of leased automobiles began in July 2005.

(ii)           Club dues for personal use were discontinued in 2006.

(iii)        We have a Board approved policy for personal use of our airplane.

(iv)         Market value of corporate hockey tickets utilized by the Named Executive Officer.

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GRANTS OF PLAN BASED AWARDS

 

 

(1)          The Bemis Executive Officer Performance Plan (BEOPP) is an annual non-equity cash incentive program. The BEOPP provides guidelines for the calculation of annual non-equity incentive based compensation, subject to the Compensation Committee’s oversight and approval. The short-term, non equity incentive plan’s measurement for payout is the increase in earnings per share over the previous year. Each Named Executive has a target award opportunity (normal award) that is assigned as a percentage of annual base pay. These targets range from 40% of annual base pay to 80% of annual base pay for our Named Executive Officers (as determined by the Compensation Committee). This normal award is subsequently adjusted by EPS performance, utilizing a performance scale (see performance scale in Compensation Discussion and Analysis).

(2)          The Restricted Stock Award Plan provides for issuance of equity units to all Executive Officers and other key employees, including the Named Executive Officers. For all Executive Officers, the Committee provides annual grants of restricted stock units that vest after a five-year period, subject to accelerated vesting for retirement eligible participants. The Committee uses a formula tied to base salary to set the number of restricted units awarded annually. The Committee considers recommendations from Towers Perrin and sets the percent of base salary used for each Executive Officer’s award. The Committee has set the formula as a percent of base salary, divided by a fixed share price to determine the number of restricted units awarded. The fixed share price is equal to an average month-end closing price for the year, adjusted for a forfeiture based discount provided by Towers Perrin and is used for a three year time period. This formula was used for units awarded in 2004, 2005 and 2006, based on the average adjusted 2003 share price. Grants for the three-year period commencing in 2007 were based on the same formula using a fixed average 2006 adjusted share price. The restricted stock units entitle Executive Officers to receive dividend equivalent payments on the number of outstanding restricted stock units.

(3)          Grant Date Fair Value is the number of units, multiplied by the market price on grant date.

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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

(1)           All options expire 10 years from date of issuance.

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(2)           The restricted stock award plan provides for issuance of equity units to all Executive Officers and other key employees, including the Named Executive Officers. For all Executive Officers, the Committee provides annual grants of restricted stock units that vest after a five-year period, subject to accelerated vesting for retirement eligible participants. The Committee uses a formula tied to base salary to set the number of restricted shares awarded annually. The Committee considers recommendations from Towers Perrin and sets the percent of base salary used for each Executive Officer’s award. The Committee has set the formula as a percent of base salary, divided by a fixed share price to determine the number of restricted shares awarded. The fixed share price is equal to an average month-end closing price for the year, adjusted for a forfeiture based discount provided by Towers Perrin and is used for a three year time period. This formula was used for awarding units in 2004, 2005 and 2006, based on the average adjusted 2003 share price. Grants for the three-year period commencing in 2007 were based on the same formula using a fixed average 2006 adjusted share price.

(3)           Market value of shares or units is determined by multiplying the number of units by the December 29, 2006 Bemis closing stock price ($33.98).

(4)           Two of the Named Executives hold performance units awarded prior to becoming an Officer and these awards have a six-year vesting period.

(5)           Number of restricted stock units awarded on 1/1/02 that have not vested. The units will vest on January 1, 2007, subject to accelerated vesting for retirement eligible participants.

(6)           Number of restricted stock units awarded on 1/1/03 that have not vested. The units will vest on January 1, 2008, subject to accelerated vesting for retirement eligible participants.

(7)           Number of restricted stock units awarded on 1/28/04 that have not vested. The units will vest on January 1, 2009, subject to accelerated vesting for retirement eligible participants.

(8)           Number of restricted stock units awarded on 1/1/05 that have not vested. The units will vest on January 1, 2010, subject to accelerated vesting for retirement eligible participants.

(9)           Number of restricted stock units awarded on 1/1/06 that have not vested. The units will vest on January 1, 2011, subject to accelerated vesting for retirement eligible participants.

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