APTARGROUP, INC.

For the period ended May 7, 2025. Filed Mar 28, 2025.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 7, 2025 · Filed Mar 28, 2025

ATR$142.50-1.1%Stored close · as of Nov 6, 2026

See the whole filing, with its images and exhibits

Contents

PROXY SUMMARY

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting.

BOARD AND GOVERNANCE HIGHLIGHTS


Board Independence		Tenure
	90%INDEPENDENT		LESS THAN FIVE YEARS	8 YRAVG. TENURE
	MORE THAN FIVE YEARS

Best Practices


Separate independent Chair & CEO	100% Independent Audit, Management Development and Compensation, and Corporate Governance Committees	Director age limits


Directors and executive officers are prohibited from hedging or pledging stock	Stock ownership requirements for directors and executive officers	Majority voting for directors and director resignation policy in uncontested elections


Annual “Say-on-Pay Vote” on executive compensation	Independent directors meet regularly in executive session	Annual Board and Committee self-evaluations

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Our Nominees at a Glance

· · · · · · ·
· · Committees
Name and Primary or Former Occupation · Age · DirectorSince · · Independent · Other PublicCompanyBoards · Audit · ManagementDevelopment and Compensation · Corporate Governance
GIOVANNA KAMPOURI MONNASAdvisor to family and venture capital firms	69	2010	-	C
ISABEL MAREY-SEMPERPresident of DOXANANO	57	2019	-		M
STEPHAN B. TANDAPresident & CEO, Aptar	59	2017	1
C = Committee Chair; M = Committee Member

OUR EXECUTIVE COMPENSATION PHILOSOPHY AND OBJECTIVES

Our compensation philosophy is designed to fairly reward our executives for growing our business and increasing value for stockholders, and to retain our experienced management team.		Significant amount of pay that is performance-based and/or at-risk, with emphasis on performance-based pay to reward short-and long-term performance measured against pre-established objectives and a substantial amount provided in equity

	Employment and change-in-control agreements that are designed to be competitive in markets in which we compete for executive talent		Absence of tax gross-up agreements with named executive officers, other than those related to relocation benefits or expatriate assignments

Stock ownership guidelines, limits on executive officer stock trading and prohibition of hedging or pledging Aptar equity securities		Use of an independent compensation consultant		Limited perquisites other than common perquisites provided in the context of expatriate assignments or related to relocation


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BUSINESS HIGHLIGHTS

In 2024, our total stockholder return over the past five years lagged behind the S&P 500 Index and the S&P Midcap 400, but was ahead of our peer group.

In 2024, we achieved the following financial and operational metrics.


$3.6 billionRecord Reported Annual Sales	2024 marks our 31st consecutive year of paying an increased aggregate annual dividend	$375 millionAnnual Net Income	$5.53Annual Reported Earnings per Share

Forward-Looking StatementsThis proxy statement contains forward-looking statements made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”) and are based on our beliefs as well as assumptions made by and information currently available to us. Words such as “expects,” “anticipates,” “believes,” “estimates,” “future,” “potential,” “are optimistic” and other similar expressions or future or conditional verbs such as “will,” “should,” “would” and “could” are intended to identify such forward-looking statements. Our actual results or other events may differ materially from those expressed or implied in such forward-looking statements due to known or unknown risks and uncertainties that exist in our operations and business environment. For additional information on these and other risks and uncertainties, please see our filings with the SEC, including the discussion under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Form 10-K and Forms 10-Q. We undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.Website InformationThis proxy statement includes several website addresses and references to additional materials found on those websites. These websites and materials are provided for convenience only, and the content on the referenced websites is not incorporated by reference herein and does not constitute a part of this proxy statement.

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Our Commitment to the Environment, Our Society, and Good Corporate Governance

THE ENVIRONMENT


Circular Economy		Solutions
We believe that the packaging industry must move beyond the make/use/dispose behaviors of the past and actively work toward, and advocate for, a circular economy. By circulating used plastic and packaging, we keep it in the economy and out of the environment.Collaboration is essential to achieving a more circular economy, so we engage with partners, suppliers and customers who share our vision.Aptar is an active member of the World Business Council for Sustainable Development (WBCSD) and the Ellen MacArthur Foundation’s Circular Economy 100 (CE100) Network. Through the Ellen MacArthur Foundation, we have also signed the New Plastics Economy Global Commitment to address plastic waste and pollution at its source.		Our product sustainability strategy addresses recyclability and reusability, resin conversion and sustainable design. Much of this work is aligned with that of our partners. We offer a range of products made from post-consumer resin (“PCR”). We are committed to seeking additional opportunities for more sustainable resins and recyclability of our products.Our journey toward an effective and functional circular economy requires intense and deliberate collaborations — across sectors and industries. As system thinkers and change-makers, Aptar is committed to working alongside, and often leading, others on identifying solutions, processes and products that enable us all to move forward together. This is in part why we have partnered with organizations focused on providing more circular pathways for PCR materials. We are actively collaborating with our customers on refillable products.


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Operations


	We Are Reducing Our Waste Consumption		Our Commitment to Science Based Targets
We continue to take steps to make our operations more energy efficient and reduce our impact on the environment.We are proud of our grass-roots initiative to certify our operating sites as “landfill free” (“LFF”). Our internal LFF Program was one of our first established operational sustainability programs and was developed based on the Zero Waste International Alliance (ZWIA) protocol. This program recognizes sites that reuse or recycle over 90% of their operational wastes. We use an independent third party to audit the waste management processes in each location and to verify the certification.At year-end 2024, more than 60% of Aptar facilities had achieved LFF certification and, globally, Aptar avoided sending more than 80% of operational wastes to landfills. We have LFF certified sites in Europe, North America, Latin America and Asia.		We are committed to Science Based Targets and to sourcing 100% of our electricity from renewable sources by 2030.Aptar has set science-based targets (SBTs) for Scope 1 and Scope 2 emissions reductions that are in line with requirements to keep global warming at 1.5° Celsius by 2030. In addition, we have a renewable electricity sourcing target, as well as a Scope 3 reduction target. Each of these targets has been validated by the Science Based Targets Initiative (SBTI). This science-based approach incorporates our own operations and operations within the value chain. In addition, we annually undergo third-party data assurance as part of our sustainability reporting process. Globally this process is certified to the ISO 14064 standard for energy and greenhouse gas emission reporting.Aptar is committed to increase annual sourcing of renewable electricity to 100% by 2030. At year-end 2024 we were sourcing more than 95% of our electricity from renewable sources. Compared to our 2019 baseline, Aptar has made progress cutting emissions, and continues efforts to mitigate climate risks and further the low-carbon economy, as reported by the Company through the 2024 CDP (formerly Carbon Disclosure Project) Corporate Questionnaire. We believe Aptar is a leader on corporate environmental ambition, action and transparency worldwide as proven by our “A” letter grade on the 2024 CDP climate change assessment and our “B” letter grade on the CDP water assessment.

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OUR SUSTAINABILITY EFFORTS

Memberships*


* This list does not include all Aptar memberships.

Partnerships**

** This list does not include all Aptar partnerships.

Commitments


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	OUR SOCIETY

Inclusion, Equity, and Belonging

We aim to cultivate an open culture founded on fairness and a sense of belonging rooted in our core values of mutual trust and respect.



We have been named as one of the World’s Top Companies for Women by Forbes for the fourth consecutive year.	We strive to promote and sustain a sense of belonging for all individuals. We support and promote the development of every employee as we aspire for a more inclusive workplace.	We aim to cultivate an open culture founded on fairness and a sense of belonging rooted in our core values of mutual trust and respect. Our employee resource groups, which are open to all employees, provide an open and inclusive forum to facilitate exchange and growth.

Shero has recognized Aptar Greater China as one of the Best Companies for Female Executives		Along with over 70 other leading global companies and organizations, we are part of the Catalyst CEO Champions For Change movement through a commitment to furthering gender inclusion, equity and belonging in the workplace.

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Supporting Our Communities

Aptar has partnered with CARE®, a 501(c)(3) organization that works around the globe to save lives, defeat poverty and achieve social justice. CARE’s mission aligns with our purpose, values and mission to further inclusion, equity and belonging to support the communities where we live and work, along with global communities most in need and other emergency efforts.

Our Charitable Foundation in the United States continues to recognize the importance of giving back to local communities. Through a Corporate Grant Program and an Employee Matching Gift Program, the Foundation supports eligible 501(c)(3) organizations in our communities with a focus on health and human services, higher education, and culture and the arts.

We also give back to communities outside the United States. We support the Vatsalya Foundation, which is a pioneer agency working with street children in Mumbai, India through its multilevel approach of outreach, child-to-child contact, contact centers and a shelter home. Our leadership team often visits the foundation and the children are often invited to visit our local offices for a day filled with fun activities such as a hand painting competition, traditional games and more.

Responsible Workplaces

A safe working environment for our employees is a top priority. That is why we implemented a global environmental, health and safety (“EHS”) management system. The Aptar EHS management system includes a digital platform to report incidents, conduct risk assessments as well as track corrective actions. Aptar’s EHS management system includes an Ergonomics program and Behavior Based Safety (BBS) program, which promotes a culture of caring through accountability to self and to the team. At year-end 2024, we continue to surpass world class levels for Total Recordable Incident Rate (TRIR) and Lost Time Frequency Rate (LTFR).

We are also a proud member of Sedex, one of the world’s leading ethical trade service providers, striving to improve working conditions in global supply chains. Sedex provides for a global platform to report on labor standards and health and safety practices in order to share that information with key stakeholders, including our customers. All of our manufacturing sites have completed site-level social assessments through the Sedex platform every year since 2020.


	GOOD CORPORATE GOVERNANCE

Board Governance Highlights


Board Independence		Tenure
	90%INDEPENDENT		LESS THAN FIVE YEARS	8 YRAVG. TENURE
	MORE THAN FIVE YEARS


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RECOGNITIONS


Recognitions	Our Performance 2024-2025
Barron’s	Included on Barron’s 2025 list of 100 Most Sustainable Companies in the U.S., marking our 7th consecutive year on the list.	*
CDP	Recognized for leadership on climate change topics by the global environmental non-profit CSP, securing a place on its prestigious ‘A List’
CDP	Named to the CDP Supplier Engagement Leaderboard, for the fourth consecutive year
Ecovadis	Awarded the coveted top 1% Platinum scoring for our achievements in the areas of environment, labor and human rights, ethics and sustainable procurement.
Forbes	Named Among Top 50 or World’s Top Companies for Women 2024 by Forbes.
Newsweek	Named one of America’s Most Responsible Companies by Newsweek for the sixth consecutive year
Time	Named One of the World’s Most Sustainable Companies 2024 by Time
USA Today	Named one of America’s Climate Leaders 2024 by USA Today

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Aptar believes transparency is necessary for a responsible company. We publish an annual sustainability report, highlighting our efforts toward the Sustainable Development Goals (SDG) according to the Global Reporting Initiative (GRI) standards, and we provide a supplemental overview according to the Sustainability Accounting Standards Board (SASB) standards as well. We include our climate-related financial disclosures within our annual CDP (formerly Carbon Disclosure Project) responses. We also publish an annual overview of our progress according to the United Nations Global Compact requirements. These disclosures can be found on the ESG page of the Aptar website at www.aptar.com.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.