DEFA14A 1 lbms2018_defa14a.htm BEMIS COMPANY, INC. - DEFA14A BEMIS - DEFA 14A





Washington, D.C. 20549




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April 17, 2018




Dear Shareholders:


We previously provided you with notice of the Annual Meeting of Shareholders of Bemis Company, Inc. to be held on May 3, 2018 and with a copy of, or internet access to, our proxy statement for the Annual Meeting.


As described in the proxy statement, the Company’s Board of Directors determined that all of the nominees for election as Directors at the Annual Meeting, other than our Chief Executive Officer, are independent under the NYSE independence rules. We also reported in the proxy statement that the Board reviewed certain relationships as part of this independence assessment. In particular, the Board considered that Katherine C. Doyle, a Director-nominee, has a spouse who is a Sr. Vice President of Marsh ClearSight, and certain information about transactions between the Company and Marsh Clearsight and its parent company, Marsh Inc.


Proxy advisory firm ISS expressed concern that Ms. Doyle, who is also a member of the Audit Committee of the Board, would not be an Independent Director under ISS’s own standards on the assumption that the services provided by Marsh ClearSight, which exceeded $10,000 in 2017, constituted “professional services” under ISS’s standards. Accordingly, ISS recommended that shareholders withhold their votes for Ms. Doyle. ·


ISS defines professional services as services that are advisory in nature. The only services provided by Marsh ClearSight to the Company in 2017 were access to cloud-based risk management information software and related software support, for which the Company paid Marsh ClearSight $110,960.


We have explained to ISS the more detailed description of the services provided by Marsh ClearSight referred to above and that these services are not advisory in nature and, therefore, should not constitute professional services, as defined by ISS. We also indicated to ISS that the broader information we provided about Marsh, the parent company, was intended to provide fulsome disclosure about ancillary transactions even though Ms. Doyle’s husband does not hold a position with the parent company. Based on this information, we believe that Ms. Doyle should be considered independent by ISS.


Your vote is important to us. We ask that you consider the information included in this letter and our proxy statement when casting your vote.


Our Board recommends a vote “FOR” all nominees to serve as Directors.


Thank you for your ongoing support of Bemis.

Sheri H. Edison

Senior Vice President, Chief Legal Officer and Secretary