8-K

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 – May 3, 2012

(Date of earliest event reported)

BEMIS COMPANY, INC.

(Exact name of Registrant as specified in its charter)

Commission File Number 1-5277

Missouri	43-0178130
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

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 1.01               Entry into a Material Definitive Agreement.

On May 7, 2012, Bemis Company, Inc. (the “Company”) entered into an amendment to its Second Amended and Restated Long-Term Credit Agreement (“Credit Agreement”) dated July 21, 2011 among the Company, JPMorgan Chase Bank, N.A., as Administrative Agent, Wells Fargo Bank, National Association, as Syndication Agent, and various financial institutions.  The definition of Consolidated Net Worth was amended to exclude increases or decreases arising from changes in the cumulative translation adjustment, thus largely eliminating the effect of the volatility of foreign currencies on the consolidated net worth calculation.  There were no other material changes to the terms or covenants in the Credit Agreement.  A copy of the amendment is furnished as Exhibit 10 to this report.

Item 5.07               Submission of Matters to a Vote of Security Holders.

The Bemis Company, Inc. 2012 Annual Meeting of Shareholders was held on May 3, 2012.  As of the record date for the Annual Meeting, there were 103,090,342 shares of common stock entitled to vote, of which the holders of 87,546,957 shares were represented in person or by proxy at the Annual Meeting.  The results of the items voted on at the Annual Meeting are set forth below:

1.The shareholders elected five director nominees for three-year terms.  The vote was as follows:

Director Nominee	Votes For	Votes Withheld	Broker Non- Votes
William J. Bolton	73,053,308	1,159,566	13,334,083
Barbara L. Johnson	71,280,687	2,932,187	13,334,083
Paul S. Peercy	73,733,976	478,898	13,334,083
Ronald J. Floto	73,654,899	557,975	13,334,083
William L. Mansfield	73,753,720	459,154	13,334,083

2.The shareholders voted to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the 2012 fiscal year.  The vote was 85,991,746 for, 1,279,081 against, and 276,130 abstentions.  There were no broker non-votes.

3.The shareholders voted, on an advisory basis, to approve the Company’s executive compensation.  The vote was 65,420,829 for, 7,885,006 against, and 907,039 abstentions.  There were 13,334,083 broker non-votes.

4.The shareholders voted in favor of a shareholder proposal to eliminate the classification of the Board of Directors.  The vote was 55,472,328 for, 18,355,340 against, and 385,206 abstentions.  There were 13,334,083 broker non-votes.

Item 9.01               Financial Statements and Exhibits.

(d)             Exhibits

10         Amendment No. 1 to Credit Agreement

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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/ Scott B. Ullem	By	/s/ Jerry S. Krempa
	Scott B. Ullem, Vice President and		Jerry S. Krempa, Vice President and
	Chief Financial Officer		Controller
		Date		May 9, 2012

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EX-10

Exhibit 10

AMENDMENT NO. 1 TO CREDIT AGREEMENT

This Amendment (this “Amendment”) is entered into as of May 7, 2012 by and among Bemis Company, Inc., a Missouri corporation (the “Company”), the Existing Borrowing Subsidiaries (as defined in the Credit Agreement referenced below), JPMorgan Chase Bank, N.A., individually and as administrative agent (the “Administrative Agent”), and the other financial institutions signatory hereto.

RECITALS

A.            The Company, the Existing Borrowing Subsidiaries, the Administrative Agent and the Lenders are party to that certain Second Amended and Restated Long-Term Credit Agreement dated as of July 21, 2011 (the “Credit Agreement”).  Unless otherwise specified herein, capitalized terms used in this Amendment shall have the meanings ascribed to them by the Credit Agreement.

B.            The Borrowers, the Administrative Agent and the undersigned Lenders wish to amend the Credit Agreement on the terms and conditions set forth below.

Now, therefore, in consideration of the mutual execution hereof and other good and valuable consideration, the parties hereto agree as follows:

1.                     Amendment of Credit Agreement.  Upon the “Effective Date” (as defined below), the definitions of “Consolidated Net Worth” and “Loan Documents” in Article I shall be amended in their entirety to read as follows:

“Consolidated Net Worth” means, at any time, the consolidated shareholders’ equity and noncontrolling interests of the Company and its Consolidated Subsidiaries at such time; provided, however, that other than for purposes of Section 6.15, Consolidated Net Worth shall be calculated without giving effect to increases or decreases therein after March 31, 2011 which result from changes in the Company’s cumulative consolidated currency translation adjustment after March 31, 2011.

“Loan Documents” means this Agreement and after the execution and delivery thereof pursuant to the terms of this Agreement, each Promissory Note, each Letter of Credit, each Letter of Credit Application and each amendment hereof entered into in accordance with Section 8.2 hereof.

2.                     Representations and Warranties of the Company.  The Company represents and warrants to the Administrative Agent and each Lender signatory hereto that as of the date hereof:

(a)           The representations and warranties contained in Article V of the Credit Agreement (treating this Amendment as a Loan Document for purposes thereof), other than the representations and warranties in Sections 5.4 and 5.5 of the Credit Agreement, are true and correct as of the date hereof except to the

extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct on and as of such earlier date; and

(b)           No Default or Unmatured Default has occurred at the time of or immediately after giving effect to this Amendment.

3.                     Effective Date.  This Amendment shall become effective on the date (the “Effective Date”) upon which it shall have been executed and delivered by the Borrowers, the Administrative Agent and the Required Lenders (without respect to whether it has been executed and delivered by all the Lenders).  In the event the Effective Date has not occurred on or before May 11, 2012, this Amendment shall not become operative and shall be of no force or effect.

4.                     Reference to and Effect Upon the Credit Agreement.

(a)           Except as specifically amended above, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed.

(b)           The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or any Lender under the Credit Agreement or any Loan Document, nor constitute a waiver of any provision of the Credit Agreement or any Loan Document.  Upon the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of similar import shall mean and be a reference to the Credit Agreement as amended hereby.

5.                     Miscellaneous.  The Borrower hereby affirms its obligations under Section 9.6(a) of the Credit Agreement with respect to this Amendment.  This Agreement shall be construed in accordance with the internal laws of the State of New York, excluding conflict of law principles providing for the application of the laws of another jurisdiction, but giving effect to federal laws applicable to national banks.  Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purposes.  This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed an original but all such counterparts shall constitute one and the same instrument.

[Signature pages follow]

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IN WITNESS WHEREOF, the parties have executed this Amendment as of the date and year first above written.

BEMIS COMPANY, INC.	JPMORGAN CHASE BANK, N.A.,
	individually and as Administrative Agent
By:	By:
Its:	Its:
BEMIS SWANSEA LIMITED	MACTAC EUROPE S.A.
By:	By:
Its:	Its:
BEMIS COORDINATION CENTER S.A.	PERFECSEAL LIMITED
By:	By:
Its:	Its:

[Signature Page to Amendment No. 1 to Credit Agreement (Bemis Company, Inc.)]

[LENDER]

By:

Its:

[Signature Page to Amendment No. 1 to Credit Agreement (Bemis Company, Inc.)]