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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

Amendment No. 1 to

FORM 10-K/A

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2018

Commission File Number 1-5277

BEMIS COMPANY, INC.

(Exact name of Registrant as specified in its charter)

2301 Industrial Drive, Neenah, Wisconsin  54956

(Address of principal executive offices)

Registrant’s telephone number, including area code:  (920) 527-5000

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to section 12(g) of the Act:  None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  YES  x NO  o

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  YES  o  NO  x

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  YES  x  NO  o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  YES  x  NO  o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§232.405) is not contained herein, and will not be contained, to the best of the Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.  (Check one):

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  o

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act).  YES  o  NO  x

The aggregate market value of the voting and non-voting common equity held by nonaffiliates of the Registrant on June 29, 2018, based on a closing price of $42.21 per share as reported on the New York Stock Exchange, was $3,841,516,355.

As of February 13, 2019, the Registrant had 91,165,312 shares of Common Stock issued and outstanding.

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EXPLANATORY NOTE

This Amendment No. 1 to Form 10-K/A (the “Amendment”) amends the Annual Report on Form 10-K of Bemis Company, Inc. (the “Company” “our” “us” or “we”) for the year ended December 31, 2018, which was originally filed with the Securities and Exchange Commission (the “SEC”) on February 15, 2019 (the “Original Filing”), and is being filed solely for the purpose of providing certain information required by Items 10, 11, 12, 13, and 14 of Part III.

This information was previously omitted from the Original Filing in reliance on General Instruction G(3) to Form 10-K, which permits the information in the above-referenced items to be incorporated in the Form 10-K by reference from our definitive proxy statement if such statement is filed no later than 120 days after our fiscal year end. We are filing this Amendment to include Part III information in our Form 10-K because a definitive proxy statement containing this information will not be filed by us within 120 days after the end of the fiscal year covered by the Form 10-K.  The reference on the cover of the Original Filing to the incorporation by reference to portions of a definitive proxy statement or amendment to our Form 10-K into Part III of the Original Filing is hereby deleted.

In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended, Part III, Items 10 through 14 of the Original Filing are hereby amended and restated in their entirety, and Part IV, Item 15 of the Original Filing is hereby amended and restated in its entirety, with the only change being the addition of Exhibits 31.3 and 31.4 filed herewith.

Except as specifically set forth herein, this Amendment does not amend or otherwise update any other information in the Original Filing. Accordingly, this Amendment should be read in conjunction with the Original Filing and with our filings with the SEC subsequent to the Original Filing.

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BEMIS COMPANY, INC. AND SUBSIDIARIES

ANNUAL REPORT ON FORM 10-K

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PART  III

ITEM 10 — DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following sets forth the name, age, and business experience for at least the last five years of the principal executive officers of the Company.  Unless otherwise indicated, positions shown are with the Company.

(1)         Identified operation was a 100 percent owned subsidiary or division of the Company. 

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Director Independence

The Board has determined that all Directors, except Mr. Austen, are “independent” as that term is defined in the applicable listing standards of the New York Stock Exchange (“NYSE”). In addition, the Board has determined that each member of the Audit, Compensation, and Nominating and Corporate Governance Committees, is independent. 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 specifically reviewed the following transactions and concluded that none of these transactions impaired the applicable Director’s independence. In addition, none of these transactions are related person transactions under Item 404 of Regulation S-K as none of the applicable related persons has a direct or indirect material interest in the underlying transaction.

(1)         NYSE threshold is the greater of (1) $1,000,000 or (2) 2 percent of consolidated gross revenues of involved entity.

(2)         Ms. Doyle was not involved in this transaction. The transaction has been reviewed and it has been concluded that the transaction was an arm’s length transaction made in the ordinary course of business.

(3)         Ms. Doyle’s spouse retired from Marsh Clearsight in March of 2018.

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Audit Committee

(1)         The Board has determined that all members of the Audit Committee are financially literate and that Director Nayar is a financial expert as defined by the SEC. Each member also meets the independence standards for audit committee membership under the rules of the SEC.

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 SEC. To our knowledge, based solely on a review of copies of forms submitted to us during and with respect to 2018, and on written representations from our Directors and Executive Officers, all required reports were filed on a timely basis during 2018.

The following table lists the beneficial ownership of shares of our Common Stock as of March 1, 2019, by each director, each Named Executive Officer for fiscal year 2018, and all of our current directors and Executive Officers as a group. Percentage of outstanding shares is based on 91,211,989 shares of our Common Stock outstanding as of March 1, 2019.

*      Less than one percent.

(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 shares held in 401(k) accounts of executive officers.

(2)         This column identifies shares included under the Direct holdings column 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 that are currently vested or that will vest within 60 days of March 1, 2019 pursuant to the grants made under our 2007 Stock Incentive Plan or 2014 Stock Incentive Plan, representing a pro-rata portion of outstanding units that vest in the event of the director or Executive Officer’s retirement.

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The only persons known to us to beneficially own, as of March 1, 2019, more than five percent of outstanding shares of Common Stock are set forth in the following table. Percentage of outstanding shares is based on 91,211,989 shares of our Common Stock outstanding as of March 1, 2019.

(1)         Based on information contained in a Schedule 13G filed by such beneficial owner with the SEC on February 11, 2019, Vanguard has sole voting power over 42,887 shares, sole dispositive power over 9,371,510 shares, shared voting power over 13,812 shares and shared dispositive power over 48,280 shares.

(2)         Based on information contained in a Schedule 13G filed by such beneficial owner with the SEC on February 4, 2019, BlackRock has sole voting power over 7,904,356 shares and sole dispositive power over 8,281,577 shares.

(3)         Based on information contained in a Schedule 13G filed by such beneficial owner with the SEC on February 13, 2019, State Street Corporation has shared voting over 6,442,082 and shared dispositive power over 7,024,614 shares.

(4)         Based on information contained in a Schedule 13G filed by such beneficial owner with the SEC on February 11, 2019, American Century Investment Management has sole voting power over 2,372,143 shares and sole dispositive power over 2,570,643 shares.

ITEM 11 — EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS

OVERVIEW AND INTRODUCTION

The Compensation Discussion and Analysis (“CD&A”) identifies and describes the basic principles, philosophies and rationale underlying our compensation decisions and programs as well as the key elements of compensation for our Named Executive Officers identified in the Summary Compensation Table. For 2018, our Named Executive Officers (“NEOs”) identified in the Summary Compensation Table include the following:

The CD&A should be read in conjunction with the applicable compensation tables included later in this document.

2018 Compensation Highlights

As a result of the 2017 Company performance and the Company’s compensation philosophy to align compensation with the middle range of the Total Target Compensation (“TTC”) Comparator Group, the Committee did not adjust base compensation, short-term incentive targets or long-term incentive targets for any of the NEOs in 2018. Consistent with our pay for performance practices, the NEOs received a payout of 74.6 percent of target under the short-term incentive plan for 2018.

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Base Salaries

NEOs’ base salaries remained the same from 2017 to 2018, other than Mr. Stephan who received an increase in connection with his promotion to an Executive Officer.

Short-term Cash Incentive

To further incent the Company’s focus on profitable growth, the Committee approved adding Adjusted Net Revenue as a component of the Short-Term Annual Performance-Based Cash Incentive Plan. In 2018, the Bemis Executive Officer Performance Plan (“BEOPP”) incorporated three performance metrics:

·                  Adjusted after-tax return on invested capital (“Adjusted ROIC”), weighted at 50 percent.

·                  Adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”), weighted at 25 percent.

·                  Adjusted net revenue (“Adjusted Net Revenue”), weighted at 25 percent.

Performance in each of these categories was either at or below the target level, resulting in a 74.6 percent annual cash incentive payout. Actual results compared to target were as follows:

·                  11.7 percent actual result for BEOPP Adjusted ROIC, compared to a target of 11.7 percent.

·                  $584.4 million actual result for BEOPP Adjusted EBITDA, compared to a target of $588 million.

·                  $4,119.2 million actual result for BEOPP Adjusted Net Revenue, compared to a target of $4,163.5 million.

Long-term Incentive

To further promote performance orientation and alignment with shareholder interests, NEOs were granted long-term incentives in the form of share units, 70 percent of which were performance-based share units, and 30 percent of which were time-based share units.

·                  The performance-based share units are measured relative to Bemis’ total shareholder return (“TSR”) versus a comparator group. Actual share unit payout for the 2016 grant, which vested at the end of 2018, was 87.5 percent for relative TSR as compared to target (100 percent).

·                  The weighting of performance-based share units at 70 percent of our long-term incentive awards strongly aligns pay and performance for our Executive Officers.

The following table discloses actual direct compensation paid to our NEOs for the last two fiscal years. As illustrated in this table, our compensation program effectively executes our pay for performance objective.

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(1)         The share price used to determine the number of both time-based and performance-based share units was the average closing share price for the last 20 trading days of 2016, or $49.49.

(2)         The share price used to determine the number of both time-based and performance-based share units was the average closing share price for the last 20 trading days of 2017, or $47.26.

(3)         Mr. Stephan was not an NEO in the proxy statement reporting fiscal 2017 compensation. Upon being promoted to an Executive Officer in May 2018, Mr. Stephan’s base salary increased from $460,000 and he received a short-term incentive target increase from 60 percent to 70 percent.

Compensation Philosophy and Objectives

The Compensation Committee (the “Committee”) has structured the executive compensation program to reward the achievement of specific annual and long-term strategic goals without encouraging undue risk-taking. These programs are reviewed on an annual basis by the Committee to ensure a focus on enhancing shareholder value in the current and forecasted business environments, alignment with goals, and competitive positioning. The key elements of our philosophy are designed to:

·                  Align compensation with shareholder interests;

·                  Attract and retain key leadership talent; and

·                  Motivate individuals to achieve our goals.

Accordingly, the Committee has designed the compensation program to include an appropriate balance of base salary, short-term annual performance-based cash incentives, and long-term incentives in the form of restricted share units, both performance-based and time-based, that align with the key elements listed above.

Our approach is to generally target each element of compensation, as well as the aggregate compensation, for each NEO at or near the 50th percentile of our peers with specific compensation of each NEO ultimately determined by scope of role, performance, key succession planning considerations, retention, and other distinctive factors.

Outlined below are the compensation elements that apply to all Executive Officers.

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TARGET COMPENSATION MIX — 2018

Setting Compensation

The Committee makes all final decisions regarding Executive Officer compensation. The Committee considers the following factors when making compensation decisions:

·                  Job responsibilities and complexities;

·                  Performance, experience, and proficiency in the role;

·                  Comparison to external market data;

·                  Merit increase percentages consistent with other Bemis salaried employees;

·                  Potential and succession planning considerations; and

·                  Recommendations of the CEO and Chief Human Resources Officer.

The Committee uses an independent, outside compensation consultant, Willis Towers Watson, to conduct an external market check as an input into the decision-making process. Willis Towers Watson provided unrelated employee benefit services to the Company during 2018 for which we compensated them $365,000. The Committee has evaluated the independence of Willis Towers Watson based on the six factors determined by the SEC and concluded that no conflict of interest exists that would prevent Willis Towers Watson from independently advising the Committee.

Shareholders voted soundly in favor of our executive compensation program at our 2018 Annual Meeting of Shareholders. Specifically, more than 96 percent of the shares voted at the Annual Meeting of Shareholders in 2018 voted in favor of the compensation paid to our NEOs. In light of the positive result of the “say-on-pay” vote, we made no material changes to our program.

Benchmarking Using Peer Groups

Willis Towers Watson conducted a study in late 2016 (“2016 Study”) to evaluate compensation levels for executives in similar roles to our Executive Officers. The 2016 Study is a thorough benchmarking process that uses two external data sources to evaluate the external competitiveness of total target compensation, including base salaries, target short-term annual performance-based cash incentives (non-equity incentive compensation), and target long-term equity compensation. Due to the Company’s efforts to reduce the overall cost structure in 2017 and 2018, we did not have Willis Towers Watson conduct a new

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study in late 2017. Instead, we aged the market information obtained in the 2016 study, consistent with market practice, as a market check for 2018 compensation decisions.

The first data source in developing our peer group is a customized industry specific survey from the Willis Towers Watson Compensation Databank that includes 40 companies (“Survey Comparator Group”) within the industrial manufacturing and consumer products/non-durable industries. This first data source was significantly larger than in the past due to an increase in the number of companies matching the profile as well as a desire to broaden the group of companies included. The second data source is proxy data that includes 21 companies (“Proxy Comparator Group”), including many within the paper and container packaging industry. Companies included in the data from both sources have annual revenue ranging from $1.4 billion to $11.4 billion. For purposes of analyzing compensation, the Committee combines the Survey Comparator Group and the Proxy Comparator Group and refers to them as the TTC Comparator Group.

The Survey Comparator Group included the following 40 companies:

This group of companies has median revenue of $3.5 billion and the revenue at the 75th percentile is $6.2 billion, which places our 2016 revenue between the median and the 75th percentile.

The Proxy Comparator Group included the following 21 companies:

This group of companies has a median revenue of $4.8 billion and the revenue at the 25th percentile is $3.6 billion, which places our 2016 revenue between the 25th percentile and the median.

The 2016 Study revealed the following important facts as it relates to our executive compensation program:

·                  Competitive pay levels were similar in both data sources.

·                  The executive compensation as a whole for each Executive Officer is also within 20 percent of the median for similarly situated officers; however, the percentile varies by Executive Officer.

Compensation Committee Review and Approval

Using the results of the 2016 Study, the Committee then consulted with Willis Towers Watson regarding recommended compensation adjustments, consistent with market trends and Bemis’ philosophy and affordability. Based on this analysis, the Committee approved freezing all Executive Officers’ compensation from 2017 to 2018.

We believe the design of our compensation program aligns with creating long-term shareholder value and is integral to attract and retain the executive talent necessary to meet our objectives. Additional comments regarding our compensation program are highlighted below.

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EXECUTIVE COMPENSATION ELEMENTS

As noted above, the standard elements of our compensation program consist of: base salary, short-term annual performance-based cash incentives, long-term equity incentives, and retirement and other benefit plans. In addition to the annual compensation elements listed above, we have double-trigger “change of control” agreements with our Executive Officers that provide for the payment of compensation and benefits in the event of termination following a change of control (see Potential Payments Upon Termination table).

Base Salary

Base salary is a guaranteed component of annual cash compensation that attracts and retains our Executive Officers. We target base salary at or near the middle range of our TTC Comparator Group. Mr. Stephan was promoted to an Executive Officer in May 2018, at which time his base salary increased from $460,000 to $490,000. All other Executive Officer base salaries remained the same from 2017 to 2018.

Short-Term Annual Performance-Based Cash Incentives (Non-Equity)

The BEOPP is designed to provide incentives to our Executive Officers to produce a superior shareholder return. Amounts paid under the terms of the 2018 BEOPP were intended to qualify as performance-based compensation, within the meaning of Section 162(m) of the Internal Revenue Code as in effect prior to the recent tax reform legislation.

The following components are part of our 2018 short-term incentive program:

·                  No discretion for individual performance;

·                  No discretion by the Committee once the goal criteria is determined, other than the ability to exercise negative discretion;

·                  Target award is a percentage of base salary; and

·                  Payout is based on three components: Adjusted ROIC result as compared to goal (“Adjusted ROIC Goal”), Adjusted EBITDA result as compared to goal (“Adjusted EBITDA Goal”), and Adjusted Net Revenue result as compared to goal (“Adjusted Net Revenue Goal”).

Each Executive Officer’s target percentage is established by the Committee based on the middle range of the TTC Comparator Group benchmarking data and other factors previously discussed. That percent of annual base salary then becomes the target award. The attainment of the predetermined Adjusted ROIC Goal determines payment of 50 percent of the target award. The attainment of the predetermined Adjusted EBITDA Goal determines payment of 25 percent of the target award. The attainment of the predetermined Adjusted Net Revenue Goal determines payment for the remaining 25 percent of the target award. The Committee sets the goals at the beginning of the year to exclude certain unusual or non-recurring factors that may occur during the year.

Mr. Stephan was promoted to an Executive Officer in May 2018, at which time his annual short-term incentive plan changed from the management incentive plan to the BEOPP and his annual short-term incentive target increased from 60 percent to 70 percent. All other Executive Officer annual short-term incentive targets remained the same from 2017 to 2018.

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BEMIS EXECUTIVE OFFICER PERFORMANCE PLAN COMPONENTS

ROIC Component

The Committee determined that for 2018, the Adjusted ROIC Goal was 11.7 percent, which was equal to the Adjusted ROIC goal in our 2018 annual operating plan. If this goal was achieved, each Executive Officer would receive 100 percent of the target award for this metric. If the Adjusted ROIC result was less than 10.7 percent, no award would be paid. If the Adjusted ROIC result was at least 12.2 percent, the plan would pay two-times the target award for this metric.

EBITDA Component

The Committee determined that for 2018, the Adjusted EBITDA Goal was $588 million, consistent with the 2018 operating plan. If this goal was achieved, each Executive Officer would receive 100 percent of the target award for this metric. If the Adjusted EBITDA was less than $560.2 million, no award would be paid. At $605 million, the BEOPP would pay two times the target award for this metric.

Net Revenue Component

The Committee determined that for 2018, the Adjusted Net Revenue Goal would be greater than the 2018 operating plan resulting in a target of $4,163.5 million. If this goal was achieved, each Executive Officer would receive 100 percent of the target award for this metric. If the Adjusted Net Revenue was less than $4,163.5 million, no award would be paid. At $4,244.3 million, the BEOPP would pay two times the target award for this metric.

The BEOPP funding scales below indicate the ranges of payouts for Adjusted ROIC, Adjusted EBITDA, and Adjusted Net Revenue:

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Results that Impacted 2018 Compensation

In 2018, we achieved 11.7 percent BEOPP Adjusted ROIC performance (BEOPP Adjusted ROIC is calculated using a fixed 24 percent tax rate), resulting in a 100 percent payout for half of each NEO’s target award. BEOPP Adjusted ROIC is defined as adjusted net operating profit after tax divided by the sum of debt, less cash, plus equity. Adjusted net operating profit excludes special one-time items that are reported publicly and identified in our quarterly financial statements.

We achieved BEOPP Adjusted EBITDA of $584.4 million, resulting in a 94.2 percent payout for the EBITDA portion of each NEO’s target award. Adjustments to EBITDA exclude special one-time items that are reported publicly and identified in our quarterly financial statements. For purposes of calculating BEOPP Adjusted EBITDA for compensation, budgeted currency rates were used.

We achieved BEOPP Adjusted Net Revenue of $4,119.2 million, resulting in no payout for the Net Revenue portion of each NEO’s target award. BEOPP Adjusted Net Revenue is calculated based on budgeted currency rates and adjusted for pass through of raw material inflation or deflation.

The result was a 74.6 percent short-term incentive payout for 2018.

Long-Term Incentive Compensation (Equity)

The Bemis Company, Inc. 2014 Stock Incentive Plan (the “2014 Plan”) provides for issuance of equity awards in the form of restricted share units. The Committee uses median peer group benchmark data to determine the target value of restricted share units awarded to our Executive Officers annually, which is positioned at the middle range of our TTC Comparator Group. The number of target restricted share units awarded is determined by dividing the value by a fixed share price (calculated using the average closing share price for the last 20 trading days of the prior fiscal year). The long-term incentive compensation provides the opportunity to acquire meaningful equity ownership and has proven to be critical to attract, incentivize and retain Executive Officers, in alignment with shareholders’ best interests.

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Target restricted share units awarded in 2018 are split between performance-based share units which represent 70 percent of the units awarded and time-based share units which represent the other 30 percent of the units awarded.

2018 LONG-TERM INCENTIVE MIX

FOR EXECUTIVE OFFICERS

Award Provisions — 70 Percent Performance-Based Share Units

Payout of performance-based share units is determined by relative TSR against the TSR Comparator Group. The TSR Comparator Group used to calculate this 2016 long-term incentive grant, payable following the end of 2018, consisted of public companies in the S&P 500 Industrials sector.

Performance-based share units are earned on the basis of our TSR measured over a three-year period, relative to our TSR Comparator Group. As it is possible that there will be no payout under the performance-based share units, these awards are completely “at-risk” compensation:

·                  TSR reflects share price appreciation and reinvestment of dividends;

·                  Share price appreciation is measured as the difference between the beginning market price and the ending market price of the shares:

·                  Beginning market price equals the average closing price on the 20 trading days immediately preceding the performance period; and

·                  Ending market price equals the average closing price on the last 20 trading days of the performance period;

·                  Share units are paid out in a range of 0 percent to 200 percent of target;

·                  Dividend equivalents on restricted share units are accrued and will be distributed at the same time and in the same proportion as the shares of common stock to which they relate; and

·                  Share units are paid out linearly between the 25th percentile and 55th percentile. Similarly, the share units are paid out linearly between the 55th percentile and the 75th percentile.

·                  Example: If we perform at a 40th percentile rank, each NEO would receive the number of shares equal to 75 percent of the target award. Further, in order to pay out at the 100 percent target, we must perform above the median of our TSR Comparator Group at the 55th percentile.

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The performance-based share units payout chart below indicates the range of payouts:

PERFORMANCE-BASED SHARE UNITS

PAYOUT CHART

Award Provisions — 30 Percent Time-Based Share Units

As described above, time-based share units cliff vest after three years.

Accounting Value of Performance-Based Share Units

The accounting value of performance-based share units utilized in the compensation tables that follow reflects the number of units expected to vest based on the probable outcome determined in accordance with FASB ASC Topic 718. In 2018, the accounting value of each performance-based share unit was 116 percent of the value of each time-based share unit; the value of each NEO’s long-term incentive award was therefore more heavily weighted towards performance-based shares, as reflected in the compensation tables. As a result, 73 percent of the value of each NEO’s long-term incentive award is attributable to performance-based share units.

Results that Impacted 2018 Compensation

Our TSR performance of 11 percent resulted in a percentile rank of 47.5 versus the TSR Comparator Group for the January 1, 2016 through December 31, 2018 performance period. This percentile ranking resulted in a 87.5 percent payout for 2016 performance-based grants.

Retirement and Other Benefits

The available core benefits are the same for all United States employees and Executive Officers and include medical, pharmacy, dental, wellness, disability coverage, and life insurance. In addition, the Bemis 401(k) savings plans, Bemis Investment Incentive Plan (“BIIP”) and our retirement plans provide a reasonable level of retirement income. These plans are generally available to all salaried United States employees, including Executive Officers. We also offer a non-qualified supplemental retirement plan, which provides certain additional retirement benefits, including benefits that cannot be provided through the qualified plan due to various Internal Revenue Service limits. Certain Executive Officers also have accumulated benefits under various Bemis pension plans. Our salaried defined benefit pension plans were amended in September 2013 to freeze all further benefit accruals as of December 31, 2013. The cost of employee benefits is partially borne by the employee, including each Executive Officer.

Perquisites

There are no material perquisites for Executive Officers, including NEOs. Executive Officers do not receive any gross-up adjustments related to income tax for perquisites except for tax reimbursements provided to all employees who participate in our relocation program.

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2019 Changes and Definitive Transaction Agreement with Amcor

As a result of improved Company performance in 2018, the Company’s compensation philosophy to align compensation with the middle range of the TTC Comparator Group, and NEOs’ salaries remaining unchanged for two years, the Committee approved a base compensation increase of 3 percent for all Executive Officers in 2019, consistent with market practice. No adjustments were made to short-term incentive targets or long-term incentive targets for any of the Executive Officers.

On August 6, 2018, we announced that our Board of Directors, along with the Board of Directors of Amcor Limited (“Amcor”), unanimously approved a definitive agreement (the “Agreement”) under which Bemis will combine with Amcor in an all-stock combination (the “Merger”).

The Merger will be effected at a fixed exchange ratio of 5.1 Amcor shares for each share of our stock, resulting in Amcor and Bemis shareholders owning approximately 71 percent and 29 percent of the combined company, respectively. Closing of the Merger is conditional upon the receipt of regulatory approvals, approval by both Amcor and Bemis shareholders, and satisfaction of other customary conditions. Subject to the satisfaction of the conditions to closing, we expect the Merger to close in the second quarter of calendar year 2019.

Due to the pending Merger at the time when the Committee was evaluating compensation for fiscal 2019, the Committee determined to keep compensation levels the same for Executive Officers, except for the base salary increases described above.  In addition, due to restrictions under the Agreement that precluded us from granting additional equity awards for the long-term incentive component of our executive compensation, the Committee instead approved long-term incentive awards for all Executive Officers and other eligible employees in the form of awards that payout in cash and vest solely based on time instead of performance metrics.  A pro-rated amount of the award will pay out upon the closing of the Merger, based on the number of days from January 1, 2019 to the date of closing divided by 1,095 days. The remaining amount of the awards will be forfeited, and it is expected that Amcor will grant the Executive Officers who continue their employment with Amcor after the closing a long-term incentive award consistent with such awards granted by Amcor to its other similarly-situated employees.

In addition, in connection with the execution of the Agreement, the Committee approved retention bonus awards for all Executive Officers, other than Mr. Austen and Mr. Clauer.  The retention bonus award will vest and be paid on the one-year anniversary of the closing, subject to the Executive Officer’s continued employment through such date, or such earlier termination of the Executive Officer’s employment by us other than for misconduct or non-performance. As a condition to receiving the retention bonus payment, the Executive Officer must sign and not rescind a general release of claims against us, and not be in breach of any confidentiality, non-competition, non-solicitation or assignment of intellectual property rights obligations under any applicable agreement with us.

Executive Officer Incentive Compensation Recovery Policy

The Company’s Executive Officer Incentive Compensation Recovery Policy (“Clawback Policy”) requires Bemis Executive Officers to reimburse the Company for all or a portion of cash incentive awards that were paid with respect to any fiscal year in which the following factors are present:

·                  A financial restatement is required due to material noncompliance with reporting requirements;

·                  The cash incentive award was determined based on financial results that were subject to the restatement; and

·                  A smaller award would have been paid based upon the restated financial results.

All demands for repayment are subject to Committee discretion based on the facts of the situation. The Clawback Policy is intended to prevent intentional manipulation of Company financial results.

Executive and Director Share Ownership Guidelines

We have established guidelines that require all Executive Officers and Directors to own a minimum number of Bemis shares to emphasize the importance of linking the interests of Executive Officers, Directors, and shareholders. Our share ownership requirement for the CEO is a market value equal to five times the CEO’s annual base salary. Our share ownership requirement for all other Executive Officers is a market value equal to three times their annual base salary. Our share ownership requirement for Directors is four times their annual cash retainer.

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Each Executive Officer and Director is expected to achieve the ownership target within five years from the date of election as an Executive Officer or Director. All Named Executive Officers and Directors already meet the guidelines or were on track to meet the guidelines within the specified time if long-term incentive awards had been granted in the form of equity in 2019.

Each Executive Officer is required to hold, for a period of not less than three years from the date of share acquisition, one-half of the net number of shares issued pursuant to our equity compensation plans. This restriction expires after the three-year period or upon termination or retirement. In addition, Executive Officers and Directors are prohibited by our Securities Trading and Information Disclosure Policy from hedging or pledging their shares.

Risk Assessment

As part of their ongoing engagement, Willis Towers Watson routinely provides advice on a variety of topics that helps the Committee to avoid excessive compensation risk. In addition, during 2017 the Company conducted its own compensation risk management assessment of the company-wide incentive practices. The Company has concluded that the risks associated with compensation policies and practices were not reasonably likely to have a material adverse effect on the Company. No changes were made to our executive compensation program in 2018 that would materially impact the risk assessment.

Deductibility of Executive Compensation

Section 162(m) of the Internal Revenue Code (the “Code”) precludes us from taking a federal income tax deduction for compensation paid in excess of $1 million to our “covered employees” (which as of 2018 includes the CEO, CFO and our three other most highly-compensated executive officers). Prior to 2018, this deduction limitation did not apply to qualified “performance-based” compensation and a company’s CFO was not considered to be a “covered employee”.  A “covered employee” now includes any person who served as our CEO or CFO at any time during a taxable year, as well as any person identified as a covered employee of the Company in 2017 or any subsequent year. Consequently, compensation paid in 2018 and later years to our NEOs in excess of $1 million will not be deductible unless it qualifies for transitional relief applicable to certain binding, written performance-based compensation arrangements that were in place as of November 2, 2017.

Despite these new limits on the deductibility of performance-based compensation, the Committee continues to believe that a significant portion of our executives’ compensation should be tied to the Company’s performance and that shareholder interests are best served if its discretion and flexibility in structuring and awarding compensation are not restricted, even though some compensation awards may have resulted in the past, and are expected to result in the future, in non-deductible compensation expense to the Company.

Compensation Committee Report

The 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. Szczupak, Chair
Katherine C. Doyle

Guillermo Novo
Holly A. Van Deursen

Compensation Committee Interlocks and Insider Participation

The Compensation Committee is comprised entirely of the independent Directors listed above. No member of the Compensation Committee is a current, or during 2018 was a former officer or employee of the Company or any of its subsidiaries. During 2018, no member of the Compensation Committee had a relationship that must be described under the SEC rules relating to disclosure of related person transactions. In 2018, none of our Executive Officers served on the board of directors or compensation committee of any entity that had one or more of its Executive Officers serving on the Board or the Compensation Committee of the Company.

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EXECUTIVE COMPENSATION TABLES

Summary Compensation Table for 2018

(1)         Reflects actual base salary paid in 2018.

(2)         Reflects the grant date fair value of share units granted in the fiscal year, calculated in accordance with FASB ASC Topic 718.  Time-based share units and performance-based share units vest after a three-year period.  Time-based share units are valued at the number of units granted multiplied by the grant date closing price.  Performance-based share units are valued using a Monte Carlo simulation pursuant to FASB ASC Topic 718. For grants made in 2018, the accounting value of each performance-based share unit was 116 percent of the value of each time-based share unit.  Assuming that the performance-based share units vest at the maximum performance level, the grant date fair value of the 2018 performance-based share units at the grant date using the 1/2/18 share price of $47.81 would be: Mr. Austen-$7,350,596; Mr. Clauer-$1,642,943; Mr. Stephan-$1,344,035; Ms. Edison-$956,009; and Mr. Fliss-$658,631.

(3)         The amounts in this column reflect cash awards paid under the BEOPP, which is discussed in further detail in the Compensation Discussion and Analysis. The amount disclosed for Mr. Stephan includes $102,843 of short-term cash incentives paid that was attributable to the portion of the year prior to his promotion to an Executive Officer.

(4)         The amounts in this column reflect the actuarial increase in the present value of the Named Executive Officers’ benefits under all established pension plans as well as any above market earnings on non-qualified deferred compensation plans.  Interest rate and mortality rate assumptions used are consistent with those shown in our financial statements.  Mr. Austen is the only Named Executive Officer who participates in the Company’s defined benefit pension plan.  See 2018 Pension Benefits for more detailed information.

(5)         The amounts in this column include a sum of all other compensation as reported in the following table of All Other Compensation.

(6)         Mr. Stephan was promoted to an Executive Officer in May 2018.

All Other Compensation

(a)         The Bemis Investment Incentive Plan (BIIP) 401(k) is available to all eligible salaried and non-union hourly employees, including all Executive Officers.  Participants contribute by making pre-tax employee contributions that are then matched by the Company in Bemis shares.  The match is 100 percent of the employee contributions up to a 7 percent maximum match of eligible compensation.   Participants are vested after three years of service.

(b)         The $14,532 amount relates entirely to personal use of aircraft that was provided by the Company.

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Grants of Plan Based Awards in 2018