8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  December 7, 2011

ACCO BRANDS CORPORATION

(Exact name of registrant as specified in its charter)

____________________________

Delaware	001-08454	36-2704017
(State or other jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
300 Tower Parkway Lincolnshire, IL 60069		60069
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:  (847) 541-9500

Not Applicable

(Former name or former address, if changed since last report)

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:

x 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))

Section 5—Corporate Governance and Management

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 7, 2011, the Board of Directors of ACCO Brands Corporation (the “Company”) approved an amendment (the “Amendment”) to the Restricted Stock Unit Award Agreement, dated February 24, 2011, between the Company and the Company’s Chairman and Chief Executive Officer, Robert J. Keller (the “RSU Agreement”).  The Amendment provides that the consummation of the proposed merger contemplated by the Agreement and Plan of Merger, dated as of November 17, 2011, among the Company, MeadWestvaco Corporation and the other parties thereto will not cause the restricted stock units granted to Mr. Keller under the RSU Agreement (the “RSUs”) to become fully vested and payable.  The Amendment further provides that in the event of Mr. Keller’s involuntary separation from service by the Company without cause at or after the consummation of the proposed merger, all unvested RSUs will become fully vested and nonforfeitable.

The foregoing summary of the principal terms of the Amendment, which uses certain terms that are further defined in the Amendment, the RSU Agreement and the Company’s 2011 Amended and Restated Incentive Plan, is qualified in its entirety by reference to the copy of the Amendment attached hereto as Exhibit 10.1 and incorporated herein by reference.

Section 9—Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 10.1—Amendment to Restricted Stock Unit Award Agreement, made and entered into as of December 7, 2011, between ACCO Brands Corporation and Robert J. Keller

Additional Information

In connection with the proposed merger referenced in Item 5.02 above, the Company will file a registration statement on Form S-4 with the SEC.  This registration statement will include a proxy statement of the Company that also constitutes a prospectus of the Company, and will be sent to the shareholders of the Company. Shareholders are urged to read the proxy statement/prospectus and any other relevant documents when they become available, because they will contain important information about the Company and the proposed merger.  The proxy statement/prospectus and other documents relating to the proposed merger (when they are available) can be obtained free of charge from the SEC’s website at www.sec.gov or can be obtained free of charge from the Company upon written request to ACCO Brands Corporation, Investor Relations, 300 Tower Parkway, Lincolnshire, Illinois 60069, or by calling (847) 484-3020.

This report is not a solicitation of a proxy from any security holder of the Company. However, the Company and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies from shareholders in connection with the proposed merger under the rules of the SEC.  Information about the directors and executive officers of the Company may be found in its 2010 Annual Report on Form 10-K filed with the SEC on February 24, 2011, and its definitive proxy statement relating to its 2011 Annual Meeting of Shareholders filed with the SEC on April 4, 2011.

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 hereunto duly authorized.

	ACCO BRANDS CORPORATION (Registrant)
Date:  December 12, 2011	By:	/s/Steven Rubin
		Name:   Steven Rubin
		Title:     Senior Vice President, Secretary and General Counsel

INDEX TO EXHIBITS

Exhibit
10.1	Amendment to Restricted Stock Unit Award Agreement, made and entered into as of December 7, 2011, between ACCO Brands Corporation and Robert J. Keller

EX-10.1

EXHIBIT 10.1

ACCO BRANDS CORPORATION

2011 AMENDED AND RESTATED INCENTIVE PLAN

AMENDMENT OF RESTRICTED STOCK UNIT AWARD AGREEMENT

THIS AMENDMENT OF RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Amendment”) is made and entered into this December 7, 2011 by and between ACCO Brands Corporation, a Delaware corporation (collectively with all subsidiaries, the “Company”) and Robert J. Keller (“Grantee”).

WHEREAS, the Company and Grantee entered into a Restricted Stock Unit Award Agreement dated February 24, 2011 (the “RSU Award”) pursuant to the 2011 Amended and Restated Incentive Plan (then known as the Amended and Restated 2005 Incentive Plan) (“Plan”), granting Grantee 500,000 restricted stock units (“RSUs”), and subject to vesting and becoming nonforfeitable on January 2, 2015 provided that Grantee is then employed (or Grantee satisfies certain other events enumerated therein as may occur prior to such date);

WHEREAS, the RSU Award provides for full and immediate vesting of the RSUs thereunder upon the occurrence of a Change in Control while Grantee is employed by the Company;

WHEREAS, the Company has entered into an Agreement and Plan of Merger among Meadwestvaco Corporation, Monaco Spinco Inc., Augusta Acquisition Sub, Inc. and the Company dated as of November 17, 2011 (“Merger Agreement”), pursuant to the consummation of which, on the Effective Time (as defined in the Merger Agreement) of the Merger, a change in the ownership of the Company will occur under Treasury Regulation Section 1.409A-3(i)(5)(v) (the “Merger”);

WHEREAS, on the Effective Time of the Merger the RSU Award may become fully vested and payable to Grantee in accordance with its terms absent this Amendment; and

WHEREAS, the Company and Grantee desire to amend the RSU Award to provide that the consummation of the Merger shall not constitute a vesting event, but that vesting shall occur upon an involuntary termination of Grantee by the Company without Cause thereafter.

NOW, THEREFORE, subject to the terms and conditions set forth herein:

1.Defined Terms.  Any capitalized term not defined herein shall have the meaning of such term as defined in the Plan.

2.Effective Date.  This Amendment shall be effective on the occurrence of the Effective Time.  If the Merger Agreement shall be terminated prior to the occurrence of the Effective Time, this Amendment shall be void ab initio.

3.No Vesting on Effective Time.  The terms of Section 3(d) of the RSU Award to the contrary notwithstanding, for purposes of Section 3(d) the occurrence of the Effective Time

shall be disregarded such that such occurrence shall not cause the RSUs to become fully vested or nonforfeitable.

4.Involuntary Termination Without Cause.  Section 3(b) of the RSU Award is amended (i) by changing the title thereof to “Death; Disability; Involuntary Termination without Cause” and (ii) to include the following two sentences at the end thereof:  Upon the occurrence of Grantee’s involuntary Separation from Service by the Company without Cause at any time upon or after the occurrence of the Effective Time, the unvested Restricted Stock Units shall thereupon become fully vested and nonforfeitable.  For purposes of this RSU Award, “Cause” shall mean (x) a material breach by Grantee of those duties and responsibilities that do not differ in any material respect from Grantee’s duties and responsibilities during the ninety-day period immediately prior to such Separation from Service, which breach is demonstrably willful and deliberate on Grantee’s part, is committed in bad faith or without reasonable belief that such breach is in the best interests of the Company and is not remedied in a reasonable period of time after receipt of written notice from the Committee specifying such breach, (y) the conviction of Grantee for a felony, or (z) dishonesty or willful misconduct in connection with Grantee’s employment or services resulting in material economic harm to the Company.

5.RSU Award Affirmed as Amended.  The RSU Award is affirmed, ratified and continued, as amended hereby.

6.Counterparts.  This Amendment may be signed in counterparts, each of which shall be an original hereof and all of which shall constitute one and the same instrument.

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

ACCO BRANDS CORPORATION

By: /s/Steven Rubin                                                     

Title: Sr. Vice President, Secretary & General Counsel

By: /s/Robert Jenkins                                                   

Title: Presiding Independent Director                            

/s/Robert Keller  

Robert J. Keller

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