Amcor Updates Share Plan Math: 26.8 Million Shares, 5.8% Dilution, Vote Still Recommended

Amcor's board still wants shareholders to approve its 2026 share plan, and a proxy supplement filed October 8 puts the total shares tied to the company's equity plans at 26.8 million, or 5.8% basic dilution. The update follows annual grants made on September 15 that landed after the share counts in the original proxy.

What the supplement changes

The company says the September 15 awards, made in the ordinary course of its annual long-term incentive program, covered about 1.8 million ordinary shares. They included restricted share units, share options and performance share units.

The original proxy, filed September 29, gave share information as of August 31. The supplement resets the figures to September 16 and updates only the Proposal Five disclosure; the company says nothing else on the ballot is affected.

The historical granting and burn rate disclosure in the proxy is not changed, according to the supplement.

The dilution table

The 26.8 million total is the sum of four pieces, with dilution measured against ordinary shares outstanding on September 16:

• 2.1 million shares left for future awards under the 2019 plan, or 0.5%.
• 7.6 million shares under outstanding options, or 1.6%, at a weighted average exercise price of $43.35 and a remaining term of 8.1 years.
• 5.0 million shares under outstanding restricted and performance units, or 1.1% (2.7 million restricted units and 2.3 million performance units).
• 12.1 million proposed new shares under the 2026 plan, or 2.6%.

The options figure counts performance-based options at target and excludes 0.4 million more that would be earned at maximum performance. The performance units are also counted at target; maximum performance of up to 200% would add 1.7 million shares.

What it means for holders

The board says it still considers the dilution from the 2026 plan reasonable. It does not believe the updates materially affect its analysis or its recommendation to vote "FOR" the plan.

The $43.35 average option price sits above Thursday's $41.88 close, per market data. The awards outstanding therefore carry exercise prices higher than where the stock last traded.

Shareholders vote on the plan as Proposal Five at the annual meeting on November 11.

The vote on Proposal Five comes at the November 11 annual meeting, with the 12.1 million new shares the only part of the 26.8 million total that shareholders are being asked to approve.

Sources

• Amcor plc — DEFA14A (2026-10-08) — SEC EDGAR
• Morelock v. Amcor Packaging, Inc. — law360.com
• This 6.3% Dividend Yield Looks Too Good to Ignore. Is the Stock a Buy? — Yahoo Finance