ACCO BRANDS Corp
For the period ended Mar 28, 2025. Filed Mar 28, 2025.
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Mar 28, 2025 · Filed Mar 28, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
| Filed by the Registrant ☒ | | | Filed by a party other than the Registrant ☐ |
|---|
Check the appropriate box:
| ☐ | | | Preliminary Proxy Statement |
|---|---|---|---|
| ☐ | | | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | | | Definitive Proxy Statement |
| ☐ | | | Definitive Additional Materials |
| ☐ | | | Soliciting Material under §240.14a-12 |
ACCO BRANDS CORPORATION
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | | | No fee required |
|---|---|---|---|
| ☐ | | | Fee paid previously with preliminary materials |
| ☐ | | | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
2025 Proxy Statement and Notice of Annual Meeting of Stockholders
A Letter from Our Chairman and Our CEO
Dear Fellow Stockholder:
We invite you to join the Board of Directors and our management team at the ACCO Brands Corporation Annual Meeting of Stockholders, which will be held at 9:30 a.m. Central Time on Tuesday, May 20, 2025. The sole purpose of the meeting is to consider the matters described in the following Notice of 2025 Annual Meeting and Proxy Statement.
This year's Annual Meeting of Stockholders will again be conducted virtually, via a live audio webcast. By conducting our meeting virtually, we provide our broad stockholder base with easier access and greater ability to attend and participate in the meeting, including the ability to ask questions and vote their shares at the meeting if they wish.
In 2024, we were pleased with our strong execution on our strategic initiatives, despite a continued challenging demand back drop. Our proactive actions are yielding positive results and better position us for long-term growth.
We are dedicated to enhancing our revenue outcomes through both organic and inorganic strategies. By positioning key business leaders closer to our customers, we have strengthened customer relationships and unlocked additional growth opportunities. Furthermore, we have successfully expanded our distribution across various channels and categories. Our efforts have been refocused on innovation and new product development, and we remain committed to investing in our leading brands.
On the cost front, we delivered approximately $25 million in cost savings for the year from our $60 million multi-year cost reduction program. This program has simplified the organization, delayered our management structure and rationalized our global footprint through a reduction of our manufacturing facilities. Given continued economic uncertainty, we enhanced our $60 million multi-year cost reduction program, bringing the new total to $100 million.
Our proactive approach to cost management allowed us to deliver improved operating margins and cash flows for a second consecutive year. This improvement, and our commitment to debt reduction over the past two years, enables us to expand our capital allocation strategy to include share repurchases and potential M&A. We will continue to support our quarterly dividend and strengthen our balance sheet through debt reduction. As we continue to execute against our refined strategy, we are confident that the actions we are taking will drive long-term stockholder value.
We thank you for your continued support of ACCO Brands and encourage you to vote your shares prior to the Annual Meeting.
It is important that your shares are represented at the meeting. You can submit your proxy by using a toll-free telephone number, by mail, or through the Internet. Instructions for using these services are provided on the accompanying proxy card. If you decide to vote your shares using the accompanying proxy card, we urge you to complete, sign, date and return it promptly.
| E. Mark RajkowskiChairman of the Boardof Directors | Thomas TedfordPresident and Chief Executive Officer |
| Notice of 2025 Annual Meeting of Stockholders | Date & Time: | Tuesday, May 20, 2025 | |
|---|---|---|---|
| Location: | Virtual at : http://www.viewproxy.com/ACCO/2025 | ||
| Record Date: | March 24, 2025 |
To register for the 2025 Annual Meeting of Stockholders ("Annual Meeting") of ACCO Brands Corporation (“ACCO Brands” or the “Company”) please visit http://www.viewproxy.com/ACCO/2025. Please register no later than one hour prior to the meeting.
| Items of Business | Board Recommendation | |
| 1 | To elect nine directors identified in this Proxy Statement for a term expiring at the 2026 Annual Meeting. | FOR each nominee |
| 2 | To ratify the appointment of KPMG LLP as our independent registered public accounting firm for 2025. | FOR |
| 3 | To approve, by non-binding advisory vote, the compensation of our named executive officers. | FOR |
| 4 | To approve an amendment to the ACCO Brands Incentive Plan to increase the number of shares available for future grant. | FOR |
| 5 | To consider such other business as may properly come before the meeting or any adjournment or postponement thereof. | FOR |
We currently are not aware of any other business to be brought before the Annual Meeting. Only holders of record of common stock at the close of business on March 24, 2025 will be entitled to vote at the Annual Meeting or at any adjournment or postponement thereof.
Your vote is important. Please vote as soon as possible through one of the following methods: (1) by telephone, (2) through the Internet or (3) by mail. For specific instructions, please refer to the accompanying proxy card.
We are providing access to our proxy materials to our stockholders via the Internet and will send a Notice of Internet Availability of Proxy Materials (the “Notice”) to holders of our common stock as of the record date on or about March 28, 2025. We also are soliciting voting instructions from participants in the ACCO Brands Corporation 401(k) plan who hold shares of our common stock under the plan.
By order of the Board of Directors
Pamela R. Schneider
Senior Vice President, General Counsel and Corporate Secretary
| Proxy Statement Summary · Executive Compensation | |||
|---|---|---|---|
| 2 | Company Highlights | 30 | Compensation Discussion and Analysis |
| 3 | Director Nominees | 52 | Compensation and Human Capital Committee Report |
| 4 | Corporate Governance Highlights | 53 | Executive Compensation Tables |
| 4 | Compensation Highlights | 63 | CEO Pay Ratio |
| 63 | Pay Versus Performance | ||
| Board of Directors | |||
| 7 | Board Composition | Proposals | |
| 8 | Director Qualifications and Nomination Process | 68 | Proposal 1 - Election of Directors |
| 10 | Director Nominees | 69 | Proposal 2 - Ratification of the Appointment of our Independent Registered Public Accounting Firm |
| 15 | Director Compensation | 72 | Proposal 3 - Advisory Vote on Executive Compensation |
| 73 | Proposal 4 - Approve an Amendment to the 2022 ACCO Brands Corporation Incentive Plan | ||
| Corporate Governance | |||
| 19 | Director Independence | Additional Information | |
| 20 | Board Leadership Structure | 89 | Questions and Answers about this Proxy Statement |
| 20 | Risk Oversight | 94 | Certain Information Regarding Security Holders |
| 23 | Committees | 96 | Submission of Stockholder Proposals and Nominations |
| 28 | Stockholder Communication | 98 | Cautionary Statement Regarding Forward-Looking Statements |
| 99 | Appendix A: Second Amendment to 2022 ACCO Brands Corporation Incentive Plan | ||
| 101 | Appendix B: Supplemental Non-GAAP Financial Measures | ||
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.