UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

 

FORM 8-K

 

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report – October 7, 2016

(Date of earliest event reported)

 

BEMIS COMPANY, INC.

(Exact name of Registrant as specified in its charter)

 

Commission File Number 1-5277

 

 

One Neenah Center, 4th Floor, P.O. Box 669, Neenah, Wisconsin  54957-0669

(Address of principal executive offices)

 

Registrant’s telephone number, including area code:   (920) 727-4100

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 5.03         Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On October 7, 2016, the Board of Directors of Bemis Company, Inc. (the “Company”) amended the Company’s Amended By-Laws to provide for “proxy access” for eligible shareholders and make other clarifying changes, as described below.

 

Article 1, Section 10 of the Amended By-Laws permits a shareholder, or a group of up to 20 shareholders, owning 3% or more of Bemis’s outstanding stock continuously for at least three years, to nominate and include in Bemis’s proxy materials director nominees constituting up to the greater of 20% of the Board of Directors or two directors, provided that such shareholder(s) and nominee(s) satisfy the requirements set forth in the Amended By-Laws.  The Amended By-Laws also make certain clarifications and updates to Article I, Section 8 to accommodate the proxy access bylaw.

 

The Amended By-Laws also modify Article III, Section 1 to ensure flexibility as to the titles of the Company’s officers and related matters.  The Amended By-Laws also contain a number of conforming and other non-material changes.

 

The Amended By-Laws, as amended and restated to reflect the amendments described above, are filed as Exhibit 3(ii) hereto.

 

Item 9.01         Financial Statements and Exhibits.

 

(d)           Exhibits

 

3(ii)    Amended By-Laws, as amended and restated on October 7, 2016

 

2

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

		BEMIS COMPANY, INC.
	By	/s/ Sheri H. Edison
		Sheri H. Edison, Vice President,
			General Counsel and Secretary
	Date		October 7, 2016

 

3

 

Index to Exhibits

 

 

4