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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. 1)

 

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EXPLANATORY STATEMENT

        This revised proxy statement is being filed to include portions of the text at the bottom of pages 6, 7, 8, and 9 that were unintentionally omitted from the initial filing.

March 20, 2012

Dear Shareholders:

        It is my pleasure to invite you to join us at the Annual Meeting of Shareholders of Bemis Company, Inc. in the Doty Ballroom of the Holiday Inn Neenah Riverwalk, 123 East Wisconsin Avenue, Neenah, Wisconsin. The meeting will be held on Thursday, May 3, 2012, at 9:00 a.m., Central Daylight Time. We will report on Bemis Company's results for 2011 and comment on the upcoming year. You will also have ample opportunity both before and after the meeting to meet and speak informally with our Directors and Officers. We hope you are able to attend.

        Please take the time to vote your proxy. If you hold shares in a brokerage account, your broker will not be able to vote your shares on most matters unless you provide voting instructions to your broker. You should vote your shares by following the instructions provided on the voting instruction card that you receive from your broker.

        If you plan to attend the meeting, please let us know. See the Admission Policy on the next page for instructions on admission to the meeting.

        On behalf of the Board of Directors and all Bemis Company employees, thank you for your continued support of, and confidence in, the Bemis Company.

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ADMISSION POLICY

        All shareholders as of the record date, or their duly appointed proxies, may attend the Annual Meeting of Shareholders on May 3, 2012. To be admitted to the meeting, you must request an admission ticket. You may request an admission ticket by:

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calling 920-727-4100;



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e-mailing contactbemis@bemis.com; or



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mailing a request to Bemis Company, Inc. at One Neenah Center, 4^th Floor, P.O. Box 669, Neenah, Wisconsin 54957-0669, Attention: Corporate Secretary.

        Seating is limited. Tickets will be issued on a first-come, first-serve basis. You may pick up your ticket at the registration table prior to the meeting. Please be prepared to show your photo identification. Please note that if you hold shares in "street name" (that is, through a bank, broker or other nominee), you will also need to bring a copy of a statement reflecting your share ownership as of the record date. If you attend as a representative of an entity that owns shares of record, you will need to bring proper identification indicating your authority to represent that entity.

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BEMIS COMPANY, INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 3, 2012

        We will hold the Annual Meeting of Shareholders of Bemis Company, Inc. in the Doty Ballroom of the Holiday Inn Neenah Riverwalk, 123 East Wisconsin Avenue, Neenah, Wisconsin, on Thursday, May 3, 2012, at 9:00 a.m., Central Daylight Time, for the following purposes:

1.

To elect five Directors for a term of three years;



2.

To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm;



3.

To cast an advisory vote on the Company's executive compensation ("Say-on-Pay Vote");



4.

To vote upon a proposal submitted by a shareholder, if properly presented at the meeting; and



5.

To transact such other business as may properly come before the meeting.

        Only shareholders of record at the close of business on March 2, 2012, will be entitled to receive notice of and to vote at the meeting.

March 20, 2012

PLEASE EXECUTE YOUR PROXY PROMPTLY

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BEMIS COMPANY, INC.
One Neenah Center, 4th Floor
Neenah, Wisconsin 54956

PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
MAY 3, 2012

SOLICITATION, EXECUTION AND REVOCATION OF PROXIES

Why am I receiving these proxy materials?

        The Board of Directors of Bemis Company, Inc. (the "Company") is soliciting your proxy in connection with the Annual Meeting of Shareholders to be held on Thursday, May 3, 2012. This proxy statement and the form of proxy or, in some cases, a Notice of Internet Availability, are being mailed to shareholders commencing on or about March 20, 2012.

Why did I receive a Notice of Internet Availability of Proxy Materials?

        Under the rules of the Securities and Exchange Commission, we are furnishing proxy materials to certain of our shareholders on the Internet, rather than mailing printed copies to those shareholders. This process reduces the environmental impact of our Annual Meeting of Shareholders, expedites shareholders' receipt of the proxy materials, and lowers our costs. If you received a Notice of Internet Availability of Proxy Materials (the "Notice of Internet Availability") by mail, you will not receive a printed copy of the proxy materials unless you request one as instructed in that notice. Instead, the Notice of Internet Availability will instruct you as to how you may access and review the proxy materials on the Internet. If you received a Notice of Internet Availability by mail and would like to receive a printed copy of our proxy materials, please follow the instructions included in the Notice of Internet Availability.

How will my shares be voted by proxy?

        The proxies will vote the shares represented by all properly executed proxies that we receive prior to the meeting and not revoked in accordance with your instructions. Unless otherwise specified in the proxy, a Company proxy will vote your shares:

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"FOR" the five Director-nominees set forth herein;



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"FOR" the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm;



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"FOR" the approval of the compensation of our named executive officers; and



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"AGAINST" the shareholder proposal to eliminate the classification of the Board of Directors.

May I revoke my proxy?

        You may revoke your proxy at any time before it is voted by giving written notice of revocation to the Secretary of the Company.

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How can I vote my shares?

        You may vote by Internet, by telephone or by mail at any time prior to the meeting, or you may vote in person at the meeting, as follows:

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Vote by Internet at www.proxyvote.com.  Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time on May 2, 2012. Have your proxy card or Notice of Internet Availability in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. For your information, voting via the Internet is the least expensive to us, followed by telephone voting, with voting by mail being the most expensive. Also, you may help to save us the expense of a second mailing if you vote promptly.



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Vote by Phone.  Use any telephone to call 1-800-690-6903 to transmit your voting instructions up until 11:59 P.M. Eastern Time on May 2, 2012. Have your proxy card in hand when you call and then follow the instructions. If you received a Notice of Internet Availability, you may request a proxy card by following the instructions in the notice.



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Vote by Mail.  Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Bemis Company, Inc., c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. If you received a Notice of Internet Availability, you may request a proxy card by following the instructions in the notice.



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Vote at the Meeting.  You may vote your shares at the meeting. You will be admitted to the meeting only if you have a ticket. See the Admission Policy in this proxy statement for instructions on obtaining a ticket.

        If your shares are held in an account at a brokerage firm, bank or similar organization, you will receive voting instructions from the organization holding your account and you must follow those instructions to vote your shares.

Who will conduct and pay for the cost of this proxy solicitation?

        We will bear all costs of soliciting proxies, including reimbursement of banks, brokerage firms, custodians, nominees and fiduciaries for reasonable expenses they incur. Proxies may be solicited personally, by mail, by telephone, by fax, or by Internet by our Directors, Officers or other regular employees without remuneration other than regular compensation.

Who is entitled to vote at the meeting?

        Only shareholders of record at the close of business on March 2, 2012, will be entitled to vote at the meeting. As of that date, we had outstanding 103,090,342 shares of Common Stock. Each share entitles the shareholder of record to one vote. Cumulative voting is not permitted. See the Admission Policy in this proxy statement for instructions on obtaining a ticket to attend the meeting.

How many votes are required to approve each proposal?

        The affirmative vote of the holders of a majority of the outstanding shares of Common Stock present in person or represented by proxy at the meeting and entitled to vote is required to elect Directors, approve the ratification of PricewaterhouseCoopers as our independent registered public accounting firm, and approve the shareholder proposal. The Say-on-Pay Vote is advisory and non-binding, but we will consider shareholders to have approved the compensation of our named executive officers if the number of votes cast "For" the proposal exceed the number of votes cast "Against" the proposal.

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How are votes counted?

        Abstentions will be treated as shares that are present and entitled to vote, as will an election to withhold authority to vote for Directors. Accordingly, abstentions and elections to withhold authority will have the effect of a vote "against" the particular matter, except in the case of the Say-on-Pay Vote for which an abstention will have no effect. If a broker indicates on the proxy card that it does not have discretionary authority to vote certain shares on a particular matter, it is referred to as a "broker non-vote." Broker non-votes will be treated as shares that are present and entitled to vote for purposes of determining the presence of a quorum, but will not be considered as voted for the purpose of determining the approval of the particular matter.

If I own or hold shares in a brokerage account, can my broker vote my shares for me?

        The election of directors, the Say-on-Pay Vote, and the shareholder proposal are matters on which brokers do not have discretionary authority to vote. Thus, if your shares are held in a brokerage account and you do not provide instructions as to how your shares are to be voted on these proposals, your broker or other nominee will not be able to vote your shares on these matters. Accordingly, we urge you to provide instructions to your broker or nominee so that your votes may be counted. You should vote your shares by following the instructions provided on the voting instruction card that you receive from your broker.

What is the address for the company's principal executive office?

        The mailing address of our principal executive offices is One Neenah Center, 4^th Floor, P.O. Box 669, Neenah, Wisconsin 54957-0669.

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OWNERSHIP OF THE COMPANY'S SECURITIES

Security Ownership of Certain Beneficial Owners

        The only persons known to us to beneficially own, as of March 2, 2012, more than 5 percent of our outstanding Common Stock are set forth in the following table.

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(1)

Based on information contained in a Schedule 13G filed by such beneficial owner with the Securities and Exchange Commission on February 9, 2012. State Street has shared voting and dispositive power over all 8,848,356 shares.

(2)

Based on information contained in a Schedule 13G filed by such beneficial owner with the Securities and Exchange Commission on February 9, 2012. Vanguard has sole voting power over 142,167 shares, shared voting power over 0 shares, sole dispositive power over 5,966,710 shares, and shared dispositive power over 142,167 shares. The shares reported include 6,547,605 shares beneficially owned by SSGA Funds Management, Inc., a subsidiary of State Street, which has shared voting and dispositive power over such shares, such shares representing 6.4% of the outstanding shares.

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Security Ownership of Directors, Director Nominees and Executive Officers

        The following table lists the beneficial ownership of our Common Stock as of March 2, 2012, by each Director, each nominee for Director, each of our Executive Officers named in the Summary Compensation Table in this proxy statement, and all of our current Directors and Executive Officers as a group. Percentage of outstanding shares is based on 103,090,342 shares outstanding as of March 2, 2012.

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PROPOSAL 1—ELECTION OF DIRECTORS

        Directors are divided into three classes elected on a staggered basis for three-year terms. The Nominating and Corporate Governance Committee of the Board of Directors has nominated five persons to the class of Directors to be elected at the meeting. Persons elected will hold office for a three-year term expiring in 2015 and will serve until their successors have been duly elected and qualified. Each nominee has indicated a willingness to serve as a Director, but in case any nominee is not a candidate for any reason, proxies named in the accompanying proxy card may vote for a substitute nominee selected by the Nominating and Corporate Governance Committee. In addition to certain biographical information about each Director and nominee, listed below is the specific experience, qualifications, attributes or skills that led to the conclusion that the person should serve as a Director on the Board.

Director-Nominees for Terms Expiring in 2015

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THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL NOMINEES TO SERVE AS DIRECTORS.

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CORPORATE GOVERNANCE

Corporate Governance Documents

        You can electronically access all of our committee charters, our Code of Conduct, and our Principles of Corporate Governance at our website at www.bemis.com under the "About Us" section or by writing to us at Bemis Company, Inc., Attention: Company Secretary at One Neenah Center, 4^th Floor, P.O. Box 669, Neenah, Wisconsin 54957-0669. Certain committee charters, the Code of Conduct, and the Principles of Corporate Governance have been amended recently. Hard copies will be provided to any shareholder or any interested party upon request. We intend to promptly post on our website any amendments to or waivers of the Code of Conduct that apply to a Bemis officer following the date of such amendment or waiver.

Director Independence

        The Board has determined that all Directors and Director-nominees, with the exception of Mr. Theisen, are "independent" as that term is defined in the applicable listing standards of the New York Stock Exchange ("NYSE"). The Board has affirmatively determined that each of the following non-employee Directors and Director-nominees, who collectively constitute a majority of the Board and all of the members of the Audit, Compensation, and Nominating and Corporate Governance Committees of the Board, is independent:

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William J. Bolton



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Ronald J. Floto



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David S. Haffner



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Barbara L. Johnson



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Timothy M. Manganello



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William L. Mansfield



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Roger D. O'Shaughnessy



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Paul S. Peercy



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Edward N. Perry



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Holly A. Van Deursen



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Philip G. Weaver

        In accordance with the NYSE director independence rule, the Board looked at the totality of the circumstances to determine a Director's independence. To be independent a Director must be, among other things, able to exercise independent judgment in the discharge of his or her duties without undue influence from management. The Board considered information provided by the Directors and Director-nominees and concluded none of the independent Directors or independent Director-nominees have any relationships with Bemis.

The Board of Directors

        All members then comprising the Board of Directors attended the Annual Meeting of Shareholders in 2011. The Board does not have a formal written policy requiring members to attend the Annual Meeting of Shareholders, although all members have traditionally attended. The Board of Directors held four meetings during the year ended December 31, 2011. All Directors attended at least 75 percent of the aggregate of the total number of Board meetings and meetings of Committees on which they served.

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Committees of the Board

        The Board of Directors has an Executive and Finance Committee, an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. The table below shows current membership for each of these committees:

        Executive and Finance Committee.    The Executive and Finance Committee did not meet in 2011. The Executive and Finance Committee has the authority to exercise all the powers of the full Board, except the Executive and Finance Committee does not have the power to change the membership of, or fill vacancies in, the Executive and Finance Committee or to amend the Company's Amended By-Laws. Generally, this Committee will only meet or act in emergencies, or when requested by the full Board. The Committee will report any actions to the full Board as soon as reasonably possible.

        Audit Committee.    The Audit Committee held four regular quarterly meetings and five additional conference calls in 2011. The Audit Committee's principal function is to assist the Board by performing the duties described in the Audit Committee Charter, which include:

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oversight responsibility for the integrity and fair presentation of our financial reporting; and



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responsibility for the selection, compensation, and oversight of our independent registered public accounting firm.

        The Board has determined that all members of the Audit Committee are financially literate and that Philip G. Weaver is a financial expert as defined by the Securities and Exchange Commission.

        Compensation Committee.    The Compensation Committee held three meetings and two conference calls in 2011. The Compensation Committee has a Compensation Committee Charter, which requires the Compensation Committee to, among other things:

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approve the compensation of the Executive Officers and Directors; and



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review management's recommendations on Officer and key employee compensation and company-wide benefit plans.

        Nominating and Corporate Governance Committee.    The Nominating and Corporate Governance Committee held four meetings in 2011. This Committee has a Nominating and Corporate Governance Committee Charter, which sets forth the Committee's duties, which include:

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recommend nominees for election to the Board of Directors;



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review the performance of the Chief Executive Officer and other senior Officers;



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review management succession planning to address leadership continuity;

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review with the Board, on an annual basis, the requisite skills and characteristics of individual Board members, as well as the composition of the Board as a whole, in the context of our needs; and



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review all nominees for Director and recommend to the Board those nominees who have attributes it believes would be most beneficial to us. This assessment will include such factors as experience, integrity, competence, skills, and dedication in the context of the needs of the Board. The Board also considers diversity based on differences of viewpoint, professional experience, education, skill, and other individual qualities and attributes.

        Our Principles of Corporate Governance also set forth certain requirements regarding Board size, Directors who experience job changes, Director tenure, other board service, retirement, and independence matters, which the Committee takes into consideration when carrying out its duties.

Board Leadership Structure

        The Board does not have a policy on whether the positions of Chairman and Chief Executive Officer are to be held by the same person. The positions are currently held by two different individuals.

        The Chairman of the Board of Directors of the Company is William J. Bolton. Mr. Bolton is well qualified to serve as Chairman. He has public company leadership experience, extensive experience in the food and retail industries, is independent, and has more than 10 years of continuous service on the Board, giving him considerable knowledge of our business. His long history with the Company, combined with his leadership skills and background in the food industry, make him an effective Chairman.

        In making the determination to appoint Mr. Bolton to Chairman, the Board considered numerous factors, including his significant operating experience and qualifications in the food industry and in leading a public company, his years of service on the Board, the size and complexity of our business, and the significant business experience and tenure of our Directors. Based on these factors, the Board determined that it was in the best interests of the Company and its shareholders to appoint Mr. Bolton as Chairman of the Board of the Company.

        In accordance with the listing standards of the NYSE, Mr. Bolton presides as the Chairman for independent Director meetings. Mr. Bolton presides over meetings of the independent Directors which are held at the beginning and conclusion of every Board meeting without the presence of management. Additional responsibilities include providing independent leadership to the Board, acting as a liaison between the non-management Directors and the Company, and ensuring that the Board operates independently of management.

        Henry J. Theisen is our President and Chief Executive Officer. He has been President of the Company since 2007 and Chief Executive Officer since 2008. The Board appointed Mr. Theisen as President and Chief Executive Officer after carefully considering many factors, including his extensive experience with the Company as an officer and leader in many different areas such as research and development, marketing, and management. The Board also considered Mr. Theisen's leadership skills, operating experience, and thorough knowledge of the industry.

Board's Role in Oversight of Risk Management

        Our Board of Directors takes an active role in oversight of our Company both as a full Board and through its Committees. Each of the Board Committees considers risk within its area of responsibility.

        We engage in an annual enterprise wide risk management ("ERM") process which includes periodic risk assessments performed during the year. Identified risks are evaluated based on the potential exposure to the business and measured as a function of severity of impact and likelihood of

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occurrence. Assessments include identifying and evaluating risks and the steps being taken to mitigate the risks. Annually, a report summarizing these assessments is compiled by our Director of Risk Management. The report is reviewed by the Director of Global Financial Compliance and approved by the Chief Executive Officer, Chief Financial Officer, and General Counsel. The report is presented to the Audit Committee annually to ensure completeness, appropriate oversight, and review, and supplemented with quarterly updates. Interim reports on specific risks are provided if requested by the Board or recommended by management.

Nominations for Directors

        The Nominating and Corporate Governance Committee will consider Director candidates recommended by shareholders in the same manner that it considers all Director candidates. Director candidates must meet the minimum qualifications set forth in the Principles of Corporate Governance, which are summarized below, and the Nominating and Corporate Governance Committee will assess Director candidates in accordance with those factors. Shareholders who wish to suggest qualified candidates to the Committee should write the Secretary of the Company at One Neenah Center, 4^th Floor, P.O. Box 669, Neenah, Wisconsin 54957-0669, stating in detail the candidate's qualifications for consideration by the Nominating and Corporate Governance Committee.

        If a shareholder wishes to nominate a Director other than a person nominated by or on behalf of the Board of Directors, he or she must comply with certain procedures set out in our Amended By-Laws. Under our Amended By-Laws, no person (other than a person nominated by or on behalf of the Board of Directors) shall be eligible for election as a Director at any annual or special meeting of shareholders unless a written request that his or her name be placed in nomination is received from a shareholder of record by the Secretary of the Company not less than 90 days before the first anniversary of the previous year's annual meeting or, if later, within 10 days after the first public announcement of the date of such annual meeting, together with the written consent of such person to serve as a Director.

        Bemis hires Beal Associates, a search firm, to help identify and facilitate the screening and interview process of Director-nominees. In connection with the Nominating and Corporate Governance Committee's evaluation of a Director-nominee, the Nominating and Corporate Governance Committee:

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believes that nominees must have experience as a Board member or senior officer of a public or private company or have achieved national prominence in a relevant field or have possessed other relevant experience;



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evaluates whether the nominee's skills are complementary to the existing Board members' skills, and the Board's needs for operational, management, financial, international, technological, or other expertise;



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engages the search firm to screen the candidates, do reference checks, prepare a biography for each candidate for the Committee to review, and help set up interviews;



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interviews, along with the Chairman of the Board and our Chief Executive Officer, candidates that meet the criteria; and



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selects nominees that best suit the Board's needs.

        The Board engaged Beal Associates and established an ad hoc committee to identify new Board candidates, resulting in the recommendation to the Board of Ronald J. Floto and William L. Mansfield as nominees to serve on the Board. Bemis paid Beal Associates a fee for performing these services in connection with the nominations of Messrs. Floto and Mansfield.

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Communications with the Board

        The Board provides a process for shareholders and other interested parties to send communications to the Board or any of the Directors. Interested parties may communicate with the Board or any of the Directors by sending a written communication to Bemis Company, Inc., c/o Corporate Secretary at One Neenah Center, 4^th Floor, P.O. Box 669, Neenah, Wisconsin 54957-0669, 920-727-4100. All communications will be compiled by the Secretary of the Company and submitted to the Board or the individual Directors.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

        Section 16(a) of the Securities Exchange Act of 1934 requires that Directors, Executive Officers, and persons who own more than 10 percent of our Common Stock file initial reports of ownership of our Common Stock and changes in such ownership with the Securities and Exchange Commission. To our knowledge, based solely on a review of copies of forms submitted to us during and with respect to 2011 and on written representations from our Directors and Executive Officers, all required reports were filed on a timely basis during 2011.

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TRANSACTIONS WITH RELATED PERSONS

        Our Board of Directors has approved a written policy whereby the Audit Committee must approve any transaction with a related person, as defined in Rule 404 of Regulation S-K ("Related Person Transaction"), before commencement of such transaction; provided, however, that if the transaction is identified after it commences, it shall be brought to the Committee for ratification. The Related Person Transaction should be presented to the Audit Committee by an Executive Officer requesting that the Audit Committee consider the Related Person Transaction at its next meeting. The Executive Officer presenting the transaction must advise the Audit Committee of all material terms of the transaction.

        The Audit Committee has delegated authority to the Audit Committee Chairman to, upon request of an Executive Officer, approve Related Person Transactions if they arise between Committee meetings. The Chairman may take any action with respect to such Related Person Transaction that the Committee would be authorized to take, or, in his or her discretion, require that the matter be brought before the full Committee. Any action taken by the Chairman shall be reported to the Committee at its next regularly scheduled meeting.

Standards for Approval of Transactions

        The Committee will analyze the following factors, in addition to any other factors the Committee deems appropriate, in determining whether to approve a Related Person Transaction:

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whether the terms of the transaction are fair;



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whether the transaction is material to us;



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the role the related person has played in arranging the Related Person Transaction;



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the structure of the Related Person Transaction; and



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the interests of all related persons in the Related Person Transaction.

        A Related Person Transaction will only be approved by the Committee if the Committee determines that the Related Person Transaction is beneficial to us and the terms of the Related Person Transaction are fair.

Approval Process

        The Committee may, in its sole discretion, approve or deny any Related Person Transaction. Approval of a Related Person Transaction may be conditioned upon us and the related person taking any or all of the following additional actions, or any other actions that the Committee deems appropriate:

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requiring the related person to resign from, or change position within, an entity that is involved in the Related Person Transaction;



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assuring that the related person will not be directly involved in negotiating the terms of the Related Person Transaction or in the ongoing relationship between us and the other persons or entities involved in the Related Person Transaction;



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limiting the duration or magnitude of the Related Person Transaction;



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requiring that information about the Related Person Transaction be documented and that reports reflecting the nature and amount of the Related Person Transaction be delivered to the Committee on a regular basis;



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requiring that we have the right to terminate the Related Person Transaction by giving a specified period of advance notice; or



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appointing a Company representative to monitor various aspects of the Related Person Transaction.

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        In the case of any transaction for which ratification is sought, the Committee may require amendment or termination of the transaction, or implementation of any of the above actions, if the Committee does not ratify the transaction.

Transactions with Related Persons during Fiscal Year 2011

        Item 404 of Regulation S-K requires that we disclose any transactions between us and any related persons, as defined by Item 404, in which the amount involved exceeds $120,000 (the "404 Threshold Amount").

        During 2011, we and our subsidiaries purchased, at market competitive prices, approximately $2.5 million of metallized film and metallizing services from Vacumet Corporation, a subsidiary of Scholle Corporation. William J. Scholle, a Director of the Company until his resignation in November 2011, is President and Chief Executive Officer of Scholle Corporation. At the request of the Audit Committee, consisting entirely of independent Directors, PricewaterhouseCoopers LLP conducted a review of this transaction. Based on PricewaterhouseCoopers LLP's report, the Audit Committee determined that this transaction was at least as fair to us as if it had been consummated with non-related parties.

        Robert Krostue is the brother-in-law of Jeffrey H. Curler. Mr. Curler was Chairman of the Board of the Company and our Executive Chairman until his retirement in December 2011. Mr. Krostue is employed by Perfecseal, Inc., one of our subsidiaries, as Vice President of North American Operations. He was paid total compensation in 2011 of approximately $70,000 more than the 404 Threshold Amount. Mr. Krostue has been employed by Bemis for more than 34 years and intends to retire on May 1 of this year.

        Tina Seashore is the daughter of Eugene H. Seashore, former Senior Vice President of the Company who retired in 2011. Ms. Seashore is employed as Bemis' Director of Compensation & Benefits. She was paid total compensation in 2011 of approximately $11,500 more than the 404 Threshold Amount. Ms. Seashore has been employed by us for more than 13 years.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Overview and Introduction

        Our Compensation Committee (the "Committee") has been authorized and empowered by our Board of Directors to review and approve compensation for our Executive Officers and to ensure that our compensation programs are meeting the intended objectives. These programs are straightforward and driven by several key objectives described further below. In addition, the Committee provides a recommendation to the Board of Directors as to the competitive pay package for its Directors.

        For 2011, our "Named Executive Officers" identified in the Summary Compensation Table include our Chief Executive Officer (CEO), Chief Financial Officer, next three highest compensated Executive Officers serving as such at year-end, and one Executive Officer who retired in 2011. The components of the compensation and benefits provided to all Executive Officers, including the Named Executive Officers, are similar in design.

2011 in Review

        Our earnings per share (EPS) for 2011, adjusted for non-recurring and other unusual factors, was $1.99, a decrease of 6.1 percent from the adjusted EPS of $2.12 in 2010. For 2011, net sales were $5.32 billion, an increase of 10.1 percent from the previous year.

        Our below target financial performance for 2011 resulted in corresponding below target payouts of incentive compensation, reflecting our pay for performance philosophy:

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Short-Term Annual Incentive:  For the 2011 performance period, 2011 adjusted EPS performance was 93.9 percent of 2010's adjusted EPS which resulted in a 43.13 percent payout of each Executive Officer's target award. However, our achievement of the eight percent sales growth target resulted in an additional payout of 10 percent of the target award, resulting in a total payout equal to 53.13 percent of each Executive Officer's target award.



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Long-Term Incentive (Performance-Based Share Units):  Long-Term Incentives are awarded in the form of restricted share units that are equally split between time-based share units and performance-based share units. For the January 1, 2009 through December 31, 2011 performance period, our Total Shareholder Return (TSR) ranked at the 26.5th percentile in comparison to our TSR comparator group ("TSR Comparator Group"). This resulted in a payout of 52.5 percent of the Executive Officers' target awards of performance-based share units.

        Per management's recommendation, there have been no base salary increases for our Executive Officers in 2012 and none are planned at this time.

Say-on-Pay

        Approximately 94 percent of the shares voted during our Annual Meeting of Shareholders in 2011 voted in favor of our compensation paid to our Named Executive Officers. After conducting the annual review of our compensation programs and considering the result of the "say-on-pay" vote, we decided to leave our compensation programs largely unchanged. The only change we made to our compensation programs for 2012 is related to our Executive Officer share ownership guidelines. This change was not a result of the "say-on-pay" vote but instead was influenced by external benchmarking conducted by Towers Watson.

Executive Compensation Philosophy and Objectives

        The Committee's responsibility is to provide effective compensation plans that align the interests of shareholders and management. The Committee believes that the most effective compensation plans are

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those that reward achievement of specific annual and long-term strategic goals, without encouraging undue risk taking. These plans are reviewed on an annual basis by the Committee to ensure competitive position, alignment with goals and a focus on enhancing shareholder value in the current and forecasted business environments. The key elements of this philosophy are designed to:

•

attract and retain key talent;



•

motivate individuals to achieve our goals;



•

achieve results that add shareholder value; and



•

grow long-term earnings.

        Accordingly, the Committee has designed and approved compensation plans that include base salary, short-term annual performance-based cash incentives, and long-term incentives in the form of restricted share units, both time-based and performance-based, to align with this philosophy. The Committee believes that the simplicity of our executive compensation plans has been instrumental in providing shareholder return, even in the midst of the current global economic environment.

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2011 Executive Compensation Elements

        We outline below the compensation elements that apply to all Executive Officers.

        In addition to the annual compensation elements listed above, we have double-trigger "Change of Control" agreements with our Executive Officers that provide for the payment of compensation and benefits in the event of termination following a change of control (see Potential Payments Upon Termination Table).

Compensation Decisions

        The Committee makes all final decisions regarding Executive Officer compensation. The Committee considers the following factors when making compensation decisions:

•

job responsibilities and complexities;



•

performance, experience, and proficiency in the role;



•

comparison to external market data;



•

merit increase percentages consistent with other Bemis salaried employees;

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•

potential and succession planning considerations; and



•

recommendations of the CEO and the Vice President, Human Resources.

        The Committee uses an independent, outside compensation consultant, Towers Watson, to conduct an external market check as an input to the decision-making process. This market check is a thorough benchmarking process that uses two external data sources to evaluate the external competitiveness of total target compensation, including base salaries, target short-term annual performance-based cash incentives (non-equity incentive compensation), and target long-term equity compensation.

        The first data source is a customized industry specific survey from the Towers Watson Compensation Databank that includes 28 companies ("Survey Comparator Group") within the industrial manufacturing and consumer products/non-durable industries. The second data source is proxy data that includes 19 companies ("Proxy Comparator Group") within the paper and container packaging industry. Companies included in the data from both sources have revenue ranging from $2 billion to $10 billion, approximately 40 percent to 200 percent of Bemis' 2011 revenue. For Messrs. Austen and Ransom regression analysis is conducted to appropriately size adjust the data for their related scope of responsibilities. The survey data from the Towers Watson Compensation Databank served as the primary data source, with proxy data as a secondary comparison used primarily for pay design. The Survey Comparator Group and the Proxy Comparator Group comprise our Total Target Compensation Comparator Group ("TTC Comparator Group").

        The Towers Watson study conducted in late 2010 ("2010 Study") evaluated compensation levels for similarly situated executives and provided Bemis with market information based upon the data sources described above.

        The Survey Comparator Group included the following companies:

        The Proxy Comparator Group included the following companies:

        The Committee then consulted with Towers Watson regarding recommended compensation adjustments consistent with market trends and Bemis' philosophy (meaning generally within the broad middle range of the market when targeted performance levels are achieved). The Committee determined CEO compensation based upon the Board's annual CEO performance evaluation and the market check analysis from Towers Watson. In setting compensation for all other Executive Officers,

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the Committee utilized recommendations from the CEO, input from the Vice President, Human Resources, and the market check analysis from Towers Watson.

        The 2010 Study revealed the following important facts as it relates to our executive compensation elements:

•

Competitive pay levels were similar in both data sources.



•

The analysis revealed that the Executive Officer group collectively was positioned 11 percent below the midpoint of the market of the survey data when all target total direct compensation was considered.



•

Our CEO was positioned 20 percent below the midpoint of the market of the survey data when all target total direct compensation was considered.

        Based on the analysis, the Committee approved, effective January 1, 2011, base salary changes that were, on average, consistent with all other Bemis employees as a group and with market trends. The Committee also approved updates to Short-Term Annual and Long-Term Incentive targets by increasing the percentage of base salary amount, as well as the base salary itself, to more closely align with the median of our TTC Comparator Group effective January 1, 2011.

        To maintain Towers Watson's independence, management limits the use of other consulting services from Towers Watson. Management used Towers Watson's consulting services on a limited basis in 2011 for 401(k) investment advice. Fees paid for these services in 2011 were less than $51,000 and not material. The contract for such consulting services ended on July 31, 2011.

        We believe that the design of our compensation components is integral to attracting and retaining the executive talent necessary to meet our objectives. Additional comments regarding the three components of compensation are highlighted below.

Base Salary

        The base salary is a guaranteed component of annual cash compensation that attracts and retains our Executive Officers. We target base salary at or near the broad middle range of our TTC Comparator Group. In 2011, we increased the base salary of our Named Executive Officers to bring them more in line with the middle range.

Short-Term Annual Performance-Based Cash Incentives (Non-Equity)

        The Bemis Executive Officer Performance Plan (BEOPP) was re-approved by the shareholders in May 2009. The purpose of the BEOPP is to provide incentives to our Executive Officers to produce a superior shareholder return. Amounts paid under the terms of the BEOPP are intended to qualify as performance-based compensation, within the meaning of Section 162(m) of the Internal Revenue Code.

        This component of pay for all Executive Officers has no discretion for individual performance and no formula discretion by the Committee once the target criteria is determined. The Plan payout is based entirely on adjusted earnings per share (EPS) growth year-over-year ("EPS Target") and sales performance (increasing sales greater than or equal to eight percent year-over-year provides an additional 10 percent of target award). The target bonus for each Executive Officer is a percentage of base salary, typically adjusted only with a job change and/or when determined necessary to remain competitive with the TTC Comparator Group. Such an adjustment was made for fiscal year 2011 so that the target amounts more closely aligned with the broad middle range of our TTC Comparator Group.

        Each Executive Officer's target percentage is established by the Committee based on the TTC Comparator Group benchmarking data and other factors previously discussed. That percent of annual base salary then becomes the target award. The attainment of the predetermined EPS Target dictates the percent of payment of the target award. The Committee determined that for 2011, the EPS Target

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was 106 percent of the previous year's adjusted EPS. If this target is achieved, each Executive Officer receives 100 percent of the target award. If the adjusted EPS is less than 90 percent of the previous year's adjusted EPS, no award is paid. At 114 percent of the previous year's adjusted EPS, the BEOPP pays two-times the target award, which is the maximum EPS Target payout. The BEOPP Funding Scale below indicates the range of payouts:

BEOPP Funding Scale

        In 2011, we achieved adjusted EPS of 93.9 percent of the previous year's adjusted EPS, resulting in a bonus payout of 43.13 percent of each Named Executive Officer's target award. For 2011, adjusted EPS excluded transaction related costs for our acquisition of Mayor Packaging, acquisition and integration costs related to Alcan Packaging Food Americas, earnout payments related to the Mayor Packaging acquisition, and facility consolidation costs and also excluded a gain from a non-U.S. pension plan curtailment.

        Sales also increased in excess of eight percent in 2011 and therefore the additional 10 percent sales performance payment was made, bringing the final payout percentage of the target award to 53.13 percent. There is no individual performance factor used in the calculation of the non-equity incentive compensation component. Each Executive Officer has the same final EPS payout percent applied to their respective fixed target award.

Long-Term Incentive Compensation (Equity)

        In May 2006, our shareholders approved the Bemis Company, Inc. 2007 Stock Incentive Plan (the "Stock Incentive Plan"). This Stock Incentive Plan provides for issuance of equity awards in the form of restricted share units to all Executive Officers on an annual basis. The Committee uses a formula tied to base salary to determine the value of restricted share units awarded, which is typically adjusted only with a job change and/or when determined necessary to remain competitive with the TTC Comparator Group. Such an adjustment was made for fiscal year 2011 so that the target amounts more closely aligned with the broad middle range of our TTC Comparator Group. The number of restricted share units awarded is determined by dividing the value by a fixed share price. This Stock Incentive Plan provides the opportunity to acquire meaningful equity ownership and has proven to be a critical incentive and retention tool for Executive Officers.

        Restricted share units awarded in 2011 are equally split between time-based share units, which vest after five years, and performance-based share units, which vest after three years, both subject to

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accelerated vesting for retirement-eligible participants. With respect to accelerated vesting of performance-based share units, the ultimate distribution cannot occur until after the end of the performance period.

2011 Long-Term Incentive Mix
for Executive Officers

Award Provisions—50% Time-Based Share Units

        The provisions for the time-based share units are described above.

Award Provisions—50% Performance-Based Share Units

        Payout of performance-based share units is determined by relative TSR against the TSR Comparator Group. For units granted in 2009 and 2010, the TSR Comparator Group consisted of public companies in the S&P 500 Materials, Industrials, Consumer Discretionary, and Consumer Staples sectors. For units granted in 2011, the TSR Comparator Group consisted of public companies in the S&P 500 Industrials sector. The change to the TSR Comparator Group for grants awarded in 2011 was intended to better align performance measures with industrial companies similar to Bemis.

        Performance-based share units are earned on the basis of our TSR measured over a three-year period, relative to our TSR Comparator Group:

•

TSR reflects share price appreciation and reinvestment of dividends;



•

share price appreciation is measured as the difference between the beginning market price and the ending market price of our shares:



—

beginning market price equals the average closing price on the 20 trading days immediately preceding the performance period; and



—

ending market price equals the average closing price on the last 20 trading days of the performance period.

        The performance-based share units pay out in shares of our common stock in a range of 0 percent to 200 percent of the number of performance-based share units awarded. The chart set forth below shows how our growth in TSR against the TSR Comparator Group companies correlates with the 0 percent to 200 percent range payouts.

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Relative Performance to TSR Comparator Group

        Performance-based share units pay out linearly between each set of data points above the 25^th percentile and below the 75^th percentile. For example, if we perform at a 40^th percentile rank, each Named Executive Officer would receive the number of shares equal to 75 percent of his or her award of performance-based share units. As it is possible that there will be no payout under the performance-based share units, these awards are completely "at-risk" compensation. Further, in order to pay out at the 100 percent target, we must perform above the median of our TSR Comparator Group at the 55^th percentile.

        Dividend equivalent payments are made to participants for all awards granted prior to 2010. Beginning with the units granted in 2010 and beyond, the method of paying dividend equivalents was amended by the Compensation Committee. Dividend equivalents on restricted share units, with effective dates on or after January 1, 2010, will be accrued and distributed at the same time as the shares of Common Stock to which they relate.

        The first performance-based share units granted to Executive Officers vested at the end of 2011. Towers Watson calculated our relative TSR results versus the TSR Comparator Group for the January 1, 2009 through December 31, 2011 performance period. The calculated payout percentage (percent of target award) based on the program's scale as listed above determined that our TSR of 30.0 percent resulted in a percentile rank of 26.5 as compared to the TSR Comparator Group. This percentile ranking resulted in a payout percentage of 52.5 percent of the target award for the 2009 performance-based grants.

Executive and Director Share Ownership Guidelines

        To emphasize the importance of linking Executive Officers, Directors, and shareholder interests, we have established guidelines that require all Executive Officers and Directors to hold or have a right to acquire a minimum number of Bemis shares. The Bemis share requirement for the CEO is a market value equal to five times the CEO's annual base salary. The Bemis share requirement for all other Executive Officers and Directors is a market value equal to three times the annual base salary or retainer, respectively. For 2012, we decreased the share requirement for Executive Officers from five times to three times base salary to better align with external market practices. Each Executive Officer or Director is expected to achieve the ownership target within five years from the date of election as an Executive Officer or Director. All Named Executive Officers and Directors already meet the guidelines or are on track to meet the guidelines within the specified time.

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Share Holding Requirements

        Each Executive Officer is required to hold, for a period of not less than three years from the date of share acquisition, one-half of the net number of shares issued pursuant to our equity compensation plans. These restrictions expire after the three-year period or upon termination or retirement.

Risk Assessment

        In late 2009, the Committee conducted a compensation risk management assessment of company-wide incentive practices. As part of this assessment, Towers Watson was engaged to conduct a study to assess several areas of potential compensation risk. The Committee concluded that risk associated with compensation policies and practices is not reasonably likely to have a material adverse effect on the Company.

        In making this evaluation, Towers Watson examined key design elements of our compensation programs in relation to industry "best practices", as well as our internal controls and oversight by management and the Board of Directors. In addition, management completed an inventory of incentive programs below the executive level and reviewed the design of these incentives, both internally and with Towers Watson, to conclude that such incentive programs do not encourage excessive risk-taking. No changes were made to executive compensation programs in 2011 that would materially impact the risk assessment.

Retirement and Other Employee Benefits

        We offer retirement plans that are intended to supplement the employee's personal savings and social security. All employees in the United States are eligible to participate in a retirement plan, profit sharing plan, savings plan, or a combination thereof.

        We offer core employee benefits coverage to:

•

provide our employees with a reasonable level of financial support in the event of illness or injury; and



•

enhance productivity and job satisfaction through programs that focus on work/life balance and wellness.

        Core benefits available are the same for all United States employees and Executive Officers, and include medical, pharmacy, dental, wellness, disability coverage, and life insurance. In addition, the Bemis 401(k) savings plans (BIIP & BIPSP) and our retirement plans provide a reasonable level of retirement income reflecting employees' careers with us. These plans are generally available to all United States employees, including Executive Officers. We also offer non-qualified supplemental retirement and savings plans, which provide certain additional retirement benefits, including benefits that cannot be provided through the qualified plans due to various Internal Revenue Service limits.

        The cost of employee benefits is partially borne by the employee, including each Executive Officer.

Perquisites

        We have discontinued all material perquisites to all Executive Officers, including Named Executive Officers, with the exception of some limited use of our company plane by the CEO, relocation expense reimbursement and minimal amounts of reimbursement for gas for personal travel. Beginning in 2009, Executive Officers do not receive any gross-up adjustments related to income tax for perquisites. The only exceptions are tax reimbursements provided to all employees who participate in our relocation program.

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Change of Control Agreements (Management Agreements)

        We have management agreements with all Executive Officers to ensure retention and action in the best interests of the shareholders in the event of a change of control. The agreements provide benefits upon a change of control event and subsequent termination. In 2008, new management agreements were approved for all incoming Executive Officers. These agreements provide for two years of payments, defined below (versus the previous management agreements that provided for three years of payments for existing Executive Officers), and provide no additional restricted share unit awards. Effective January 1, 2009, the Compensation Committee eliminated the Internal Revenue Code §280G excise tax gross-up adjustments from payments due under new Management Agreements.

        The determination of the amount of payment(s) and benefits in the event of a change in control for either agreement is described in the footnotes on the Potential Payments Upon Termination Table. The amounts are formula based and are paid only in the event of a change of control and where the Named Executive Officer is not retained in the position he/she had prior to the event (i.e., double-trigger).

        The information used for the management agreements was not used for total compensation determination or benchmarked by any compensation consultants. The management agreements, as approved by the Committee, stand on their own and were not related to any overall compensation objectives at the time of implementation, other than Named Executive Officer acquisition and retention, and did not affect decisions regarding other compensation elements.

        Please see the "Management Agreements" section in this proxy.

Deductibility of Executive Compensation

        Section 162(m) of the Internal Revenue Code (the "Code") requires that we meet specific criteria, including shareholder approval of certain share and bonus plans, in order to deduct compensation over $1,000,000 paid to a Named Executive Officer for federal income tax purposes. We must submit for shareholder approval certain performance-based compensation plans every five years in order for payments under those plans to remain tax-deductible to us. Shareholder approval must also be obtained to preserve the deductibility following changes to certain key provisions of those performance-based plans, including increases in the maximum amount of compensation payable to any employee under the Plan. In 2009, our shareholders reapproved the Bemis Executive Officer Performance Plan. The Committee intends to make awards under these plans where appropriate to maximize deductibility to us. The Committee believes that our compensation programs, both annual and long-term, are in the Company's best interests and in the best interests of our shareholders. While the Committee will continue to employ compensation programs which provide tax savings for us, it is possible that components of certain executive compensation programs may not be tax-deductible to the Company.

Compensation Committee Report

        The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in the proxy statement.

THE COMPENSATION COMMITTEE

David S. Haffner, Chair
Barbara L. Johnson
Timothy M. Manganello
Roger D. O'Shaughnessy

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SUMMARY COMPENSATION TABLE

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(6)

Mr. Wulf retired from Bemis on 12/16/2011, which resulted in a forfeiture of 10,602 time-based share units granted in 2011 ($346,261) and 8,835 performance-based share units granted in 2011 ($367,094) for a total forfeiture of $713,355.

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GRANTS OF PLAN BASED AWARDS IN 2011

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OUTSTANDING EQUITY AWARDS AT 2011 FISCAL YEAR END

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OPTION EXERCISES AND STOCK VESTED IN 2011

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2011 NON-QUALIFIED DEFERRED COMPENSATION

        Deferred compensation shown above was provided under the terms of the Bemis Long-Term Deferred Compensation Plan. The plan allows deferral of short-term cash incentives. Earnings shown include changes in the value of phantom share units, the reinvestment of related dividend equivalents, and interest credited at a rate equal to the prime rate as of the beginning of the year, compounded on a quarterly basis. This plan is no longer available to our employees.

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2011 PENSION BENEFITS

        The table below shows the present value of accumulated benefits payable to each of the Named Executive Officers, including the number of years of service credited to each Named Executive Officer, under each of the Retirement Plans and Supplemental Retirement Plans, determined using interest rate and mortality rate assumptions described below.

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2011 DIRECTOR COMPENSATION

        Director compensation is approved by the Board of Directors after the Committee recommends appropriate annual pay levels. The Committee determines appropriate pay levels using the expertise and data supplied by Towers Watson. The components of Director pay include cash or shares in lieu of cash, share awards and an additional cash payment for Directors who serve as Chairs on the various Committees. For 2011, annual board compensation consisted of $75,000 and share awards valued at $75,000. In addition, the Committee Chairs receive a payment of cash or shares in lieu of cash in the amount of $15,000. Chairman Bolton received $105,000 which includes $75,000 Director pay plus $30,000 for being Lead Director on a pro-rated basis for the period of January 1, 2011—August 4, 2011 ($105,000 × 7.13/12 = $62,387.50). From August 5, 2011—December 31, 2011, Chairman Bolton received a pro-rated payment of his $400,000 annual fee for services as Chairman of the Board ($400,000 × 4.87/12 = $162,333.33).

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POTENTIAL PAYMENTS UPON TERMINATION, INCLUDING FOLLOWING
CHANGE OF CONTROL FOR 2011

        The following table describes the potential payments and benefits under the Company's compensation and benefit plans and arrangements to which the Named Executive Officers would be entitled to upon termination of employment, including following a change of control. Except for certain terminations following a change of control of the Company as described below, and involuntary termination as shown below, there are no other agreements, arrangements or plans that entitle Executive Officers to severance, perquisites, or other enhanced benefits upon termination of their employment. Any agreement to provide such payments or benefits to a terminating Executive Officer (other than following a change of control) would be at the discretion of the Compensation Committee. In the case of an involuntary termination, a severance award would be payable based on grade level and service, with the maximum award typically equal to one-year of base pay.

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MANAGEMENT AGREEMENTS

        We have Management Agreements ("Agreements") with Mr. Theisen and the other Executive Officers that become effective only upon a change of control event. A change of control event is deemed to have occurred if any person acquires or becomes a beneficial owner, directly or indirectly, of our securities representing 20 percent or more of the combined voting power of our then outstanding securities entitled to vote generally in the election of Directors, or 20 percent or more of the then outstanding shares of our Common Stock. If, in connection with a change of control event, an Executive Officer is terminated involuntarily or constructively involuntarily terminated, such Executive Officer will be entitled:

(a)

to immediately receive from us or our successor, a lump-sum cash payment in an amount equal to three times (or two times for Executive Officers elected in 2008 or later) the sum of (1) the executive's annual salary for the previous year, or, if higher, the executive's annual salary in effect immediately prior to the change of control event; (2) the executive's target bonus for the current year, or, if higher, the highest annual bonus received by the executive during the previous five years; and (3) the estimated value of fringe benefits and perquisites;



(b)

to immediately receive from us or our successor (for Executive Officers elected before 2007), a lump-sum cash payment in an amount equal to the executive's most recent annual grant of equity units multiplied by the value of a share of our common stock on the day immediately prior to the change of control event; and



(c)

for three years (or two years for Executive Officers elected in 2008 or later) after the "Involuntary Termination" or "Constructive Involuntary Termination", to participate in any health, disability, and life insurance plan or program in which the executive was entitled to participate immediately prior to the change of control event; but

notwithstanding anything to the contrary above, the executive will not be entitled to benefits under subparagraphs (a), (b) or (c) above for any time following the executive's sixty-fifth (65^th) birthday.

        For purposes of the Agreements, "Involuntary Termination" means a termination by us of the executive's employment that is not a termination for "Cause" and that is not on account of the death or disability of the executive.

        "Constructive Involuntary Termination" means any of the following events: (1) reduction of the executive's title, duties, responsibilities, or authority, other than for Cause or disability; (2) reduction of the executive's annual base salary; (3) reduction of the aggregate benefits under our pension, profit sharing, retirement, life insurance, medical, health and accident, disability, bonus and incentive plans, and other employee benefit plans and arrangements or reduction of the number of paid vacation days to which the executive is entitled; (4) we fail to obtain assumption of the Agreement by any successor; (5) we require the executive to perform his primary duties at a location that is more than 25 miles further from his primary residence than the location at which he performs his primary duties on the effective date of the Agreement; or (6) a termination of employment with us by the executive after any of the other occurrences listed.

        "Cause" means, and is limited to, (1) willful and gross neglect of duties by the executive that has not been substantially corrected within 30 days after his receipt from us of written notice describing the neglect and the steps necessary to substantially correct it, or (2) an act or acts committed by the executive constituting a felony and substantially detrimental to us or our reputation.

        In 2008, new Management Agreements were approved for all incoming Executive Officers. These agreements provide for two (2) years of payments (versus the previously executed Management Agreements that provide for three (3) years of payments) and provide no additional payments for any restricted share unit awards.

        Effective January 1, 2009, the Compensation Committee eliminated the Internal Revenue Code §280G excise tax adjustments from payments due under new Management Agreements.

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REPORT OF THE AUDIT COMMITTEE

        The Company's Audit Committee is composed of five independent non-employee directors. It is responsible for overseeing the Company's financial reporting and the Company's controls regarding accounting and financial reporting. In performing its oversight function, the Committee relies upon advice and information received in written form and in its quarterly discussions with the Company's management, the Company's Director of Global Financial Compliance, the Company's Director of Internal Audit and the independent registered public accounting firm, PricewaterhouseCoopers LLP. The Company's Director of Global Financial Compliance, the Company's Director of Internal Audit, and PricewaterhouseCoopers have direct access to the Audit Committee at any time on any issue of their choosing and the Committee has the same direct access to the Company's Director of Global Financial Compliance, the Director of Internal Audit and PricewaterhouseCoopers. The Committee meets privately with the Company's Director of Internal Audit, with the Director of Global Financial Compliance and with PricewaterhouseCoopers at least four times a year.

        Specifically, the Committee has (i) reviewed and discussed the Company's audited financial statements for the fiscal year ended December 31, 2011 with the Company's management; (ii) met and discussed the financial statements and related issues with senior management, the Company's Director of Global Financial Compliance, the Company's Director of Internal Audit; (iii) met and discussed with PricewaterhouseCoopers the matters required to be discussed by Statement on Auditing Standards No. 61 regarding communication with audit committees (Codification of Statements on Auditing Standards, AU sec. 380); (iv) received the written notice from PricewaterhouseCoopers regarding their independence; and (v) approved related person policy transactions in accordance with the Related Persons Transaction Policy.

INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FEES

        The following table presents aggregate fees for professional audit services rendered by PricewaterhouseCoopers for the audit of the Company's annual financial statements for the years ended December 31, 2011 and 2010, and fees billed for other services rendered by PricewaterhouseCoopers during those periods.

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(1)

Audit Fees—These are fees for professional services performed by PricewaterhouseCoopers for the integrated audits of the Company's annual financial statements and reviews of financial statements included in the Company's 10-Q filings and services that are normally provided in connection with statutory and regulatory filings or engagements.

(2)

Audit-Related Fees—These are fees for the assurance and related services performed by PricewaterhouseCoopers that are reasonably related to the performance of the audit or review of the Company's financial statements, including due diligence projects.

(3)

Tax Fees—These are fees for professional services performed by PricewaterhouseCoopers with respect to tax compliance, tax advice and tax planning. This includes review and/or preparation of certain foreign tax returns and tax consulting.

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        The Audit Committee approved all audit and non-audit services provided to the Company by the Company's independent registered public accounting firm in accordance with its policy, prior to management engaging the auditor for that purpose. The Committee's current practice is to consider for pre-approval annually all audit and non-audit services proposed to be provided by the Company's independent registered public accounting firm. In making its recommendation to appoint PricewaterhouseCoopers as the Company's independent registered public accounting firm, the Audit Committee has considered whether the provision of the non-audit services rendered by PricewaterhouseCoopers is compatible with maintaining that firm's independence.

        Based on the Committees' review and discussions with senior management, the Director of Global Financial Compliance, the Director of Internal Audit and PricewaterhouseCoopers referred to above, the Committee recommended to the Board of Directors that the audited financial statements be included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2011 for filing with the Securities and Exchange Commission.

THE AUDIT COMMITTEE

Philip G. Weaver, Chair and Financial Expert
William J. Bolton
Paul S. Peercy
Edward N. Perry
Holly A. Van Deursen

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PROPOSAL 2—RATIFICATION OF THE APPOINTMENT OF
PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2012

        A further purpose of the meeting is to vote on the ratification of the appointment of the independent registered public accounting firm ("auditor") for the year ending December 31, 2012. While Missouri law, our Restated Articles of Incorporation, and our Amended By-Laws do not require submission to the shareholders the question of appointment of auditors, it has been the policy of our Board of Directors since 1968 to submit the matter for shareholder consideration in recognition that the basic responsibility of the auditors is to the shareholders and the investing public. Therefore, the Audit Committee of the Board of Directors recommends shareholder ratification of the appointment of PricewaterhouseCoopers LLP, which has served as our auditor for many years. If the shareholders do not ratify this appointment, the Audit Committee will consider other independent auditors. A representative of PricewaterhouseCoopers LLP will be present at the meeting, with the opportunity to make a statement and to respond to questions.

        The proxies will vote your proxy for ratification of the appointment of PricewaterhouseCoopers LLP unless you specify otherwise in your proxy.

THE AUDIT COMMITTEE RECOMMENDS A VOTE "FOR" RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP.

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PROPOSAL 3—ADVISORY VOTE ON EXECUTIVE COMPENSATION
("SAY-ON-PAY VOTE")

        As required by the rules of the Securities and Exchange Commission, our shareholders provide an annual, advisory, non-binding vote on the compensation of our Named Executive Officers as disclosed in this proxy statement.

        As described in detail under the heading "Executive Compensation—Compensation Discussion and Analysis," our executive compensation programs are designed to attract, motivate, reward and retain our named executive officers, who are vital to our success. Our compensation policies and practices were designed based upon a pay-for-performance philosophy and are strongly aligned with the long-term interests of our shareholders. Please read the "Compensation Discussion and Analysis" in this proxy statement for additional details about our executive compensation programs, including information about the 2011 compensation of our Named Executive Officers.

        We are asking our shareholders to indicate their support for our Named Executive Officer compensation as described in this proxy statement. This proposal, commonly known as a "say-on-pay" proposal, gives our shareholders the opportunity to express their views on our named executive officers' compensation. This vote is not intended to address any specific type of compensation, but rather the overall compensation of our named executive officers and policies and practices described in this proxy statement. Accordingly, our Board of Directors recommends that our shareholders vote "FOR" the following resolution:

        "RESOLVED, that Bemis' shareholders approve, on an advisory basis, the compensation of the Named Executive Officers, as disclosed in Bemis' Proxy Statement for the 2012 Annual Meeting of Shareholders, including the Compensation Discussion and Analysis, the 2011 Summary Compensation Table and the other related tables and disclosure."

        The Say-on-Pay Vote is advisory, and therefore not binding on Bemis, the Compensation Committee or our Board of Directors. However, we value shareholders' opinions, and we will consider the outcome of the Say-on-Pay Vote when determining future executive compensation programs.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

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PROPOSAL 4—SHAREHOLDER PROPOSAL TO ELIMINATE
THE CLASSIFICATION OF THE BOARD OF DIRECTORS

        The Treasurer of the State of North Carolina Equity Investment Fund Pooled Trust by the North Carolina State Treasurer, the fiduciary for the North Carolina Retirement Systems, which held 28,099 shares of Common Stock on November 11, 2011, has given notice that it will introduce the following resolution and statement in support thereof:

        RESOLVED, that shareholders of Bemis Company, Inc. urge the Board of Directors to take all necessary steps (other than any steps that must be taken by shareholders) to eliminate the classification of the Board of Directors and to require that all directors elected at or after the annual meeting held in 2013 be elected on an annual basis. Implementation of this proposal should not prevent any director elected prior to the annual meeting held in 2013 from completing the term for which such director was elected.

Supporting Statement

        This resolution was submitted on behalf of by [sic] the Treasurer of the State of North Carolina Equity Investment Fund Pooled Trust by the North Carolina State Treasurer, the fiduciary for the North Carolina Retirement system. The Harvard Law School Shareholder Rights project advised the North Carolina State Treasurer in connection with this resolution.

        The resolution urges the board of directors to facilitate a declassification of the board. Such a change would enable shareholders to register their views on the performance of all directors at each annual meeting. Having directors stand for elections annually makes directors more accountable to shareholders, and could thereby contribute to improving performance and increasing firm value.

        Over the past decade, many S&P 500 companies have declassified their board of directors. According to data from FactSet Research Systems, the number of S&P 500 companies with classified boards declined by more than 50%; and the average percentage votes cast in favor of shareholder proposals to declassify the boards of S&P 500 companies during the period January 1, 2010—June 30, 2011 exceeded 75%.

        The significant shareholder support for proposals to declassify boards is consistent with empirical studies reporting that classified boards could be associated with lower firm valuation and/or worse corporate decision-making. Studies report that:

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Classified boards are associated with lower firm valuation (Bebchuk and Cohen, 2005; confirmed by Faleye (2007) and Frakes (2007);



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Takeover targets with classified boards are associated with lower gains to shareholders (Bebchuk, Coates, and Subramanian, 2002);



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Firms with classified boards are more likely to be associated with value-decreasing acquisition decisions (Masulis, Wang, and Xie, 2007); and



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Classified boards are associated with lower sensitivity of compensation to performance and lower sensitivity of CEO turnover to firm performance (Faleye, 2007).

        Please vote for this proposal to make directors more accountable to shareholders.

Bemis' Statement in Opposition to Proposal

        As described in more detail below, the Board of Directors recommends that shareholders vote against the shareholder proposal to declassify the Board of Directors. After carefully considering the proposal, the Board has determined that maintaining the classified board structure is in the best long-term interests of the Company and our shareholders. The Board believes that a classified board

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structure provides continuity and stability and protects shareholder value. The Board believes that the benefits of a classified board do not come at the expense of director accountability. Rather, the Company has independent Board leadership and a demonstrated commitment to good governance practices, which allow the Board to focus on the long-term best interests of our shareholders.

Continuity and Stability

        Pursuant to our Amended By-Laws, our Board is divided into three classes, with each class serving a staggered three-year term such that approximately one-third of the Board is up for election each year. This structure is designed to provide stability and continuity and ensure that, at any given time, the Company has serving directors who have extensive knowledge of the Company and its business, services, markets, opportunities and strategic goals. Directors who have experience with the Company and a deep understanding of its business and affairs are an invaluable resource, as they are better positioned to make critical decisions about what is best for the Company and our shareholders. In contrast, a declassified board could possibly be replaced in its entirety in a single year, which, in the short term, could lead to disruptions in the Company's affairs and, in the long term, to a less qualified and knowledgeable director base, thereby jeopardizing the Company's goals and growth. A classified board also benefits the Company and our shareholders because it helps attract and retain highly qualified director candidates who are willing to make a long-term commitment of their time and resources required to understand the Company, our business and the general environment in which we operate. This commitment is crucial to achieve our strategic goals and one that is best fulfilled by a continuous and stable board.

Independence and Bemis' Commitment to Good Governance

        Our Board believes that electing directors to three-year terms, rather than one-year terms, enhances the independence of non-management directors—the significant majority of the Board—by providing them with a longer assured term of office. In effect, the directors would be insulated from pressures from management and also from special interest groups that may have an agenda contrary to the long-term interests of the Company and our shareholders. The freedom to focus on the long-term interests of the Company instead of on the re-nomination process leads to greater independence and better governance.

        Furthermore, the Company has sound corporate governance processes and procedures in place. The Company's Board is comprised of nine "independent" directors, as that term is defined in the applicable listing standards of the New York Stock Exchange, with the only non-independent director being our Chief Executive Officer. Within the last year, the percentage of independent directors on our Board has increased, and the Board appointed an independent Chairman of the Board to provide independent leadership. In addition, three standing Board Committees—the Audit, Compensation and Nominating and Corporate Governance Committees—contain only independent directors. Thus, our current practices demonstrate our commitment to having in place strong corporate governance principles to foster an independent and shareholder-oriented board.

Accountability to Shareholders

        A classified board remains accountable to our shareholders. At each annual meeting, our shareholders have the opportunity to evaluate and elect one-third of the Board of Directors. Through that election process, shareholders have a meaningful opportunity to communicate their views on the Board's oversight of the management of the Company. But most fundamentally, all of the Company's directors, regardless of whether they are up for election in a particular year, are required to uphold the same fiduciary duties to the Company and our shareholders. Directors elected to three-year terms are not any more insulated from responsibility to our shareholders than directors who are elected annually,

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and therefore are equally accountable to shareholders. Accountability thus depends on the selection of responsible and experienced individuals, not on whether they serve terms of one year or three years.

Protecting Shareholder Value

        The classified board structure does not inherently preclude a successful takeover offer. Rather, it enhances the Board's ability to seek the best results for shareholders in a potential takeover situation by preventing the replacement of a majority of the Company's directors with hostile nominees at a single annual meeting. This effect occurs because in a classified board structure only approximately one-third of directors are elected at any annual meeting. In consequence, a party seeking to take over the Company would need at least two annual meetings to bring about a change in a majority of the directors. By preventing a takeover in a single annual meeting, the classified board structure may actually encourage a party that is pursuing a takeover to initiate arm's-length discussions with management and the Board, who may be in a better position to negotiate a higher price or more favorable terms, thereby maximizing shareholders' value.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST" THE SHAREHOLDER PROPOSAL TO ELIMINATE THE CLASSIFICATION OF THE BOARD OF DIRECTORS.

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SUBMISSION OF SHAREHOLDER PROPOSALS

        We must receive all shareholder proposals to be presented at the 2013 annual meeting of shareholders that are requested to be included in the proxy statement and form of proxy relating thereto not later than November 20, 2012.

        Shareholder proposals to be brought before any meeting of shareholders or nominations of persons for election as a Director at any meeting of shareholders must be made pursuant to timely notice in writing to the Secretary of the Company. To be timely, notice by the shareholder must be delivered or received at our principal executive offices not less than 90 days before the first anniversary of the preceding year's annual meeting, which, for next year, is February 2, 2013, which is a Saturday. If, however, the date of the annual meeting is more than 30 days before or after such anniversary date, notice by a shareholder shall be timely only if delivered or received not less than 90 days before such annual meeting, or, if later, within 10 business days after the first public announcement of the date of such annual meeting. The notice must set forth certain information concerning such proposal or such shareholder and the nominees, as specified in our Amended By-Laws. The presiding Officer of the meeting will refuse to acknowledge any proposal not made in compliance with the foregoing procedure.

        The Board of Directors is not aware of any other matters to be presented at the meeting. However, if any matter other than those referred to above should come before the meeting, it is the intention of the persons named in the enclosed proxy to vote such proxy in accordance with their best judgment.

HOUSEHOLDING

        The SEC permits a procedure, called "householding", for the delivery of proxy information to shareholders. Under householding, shareholders who share the same last name and address, and do not participate in electronic delivery, will receive only one copy of the proxy materials, including our Annual Report to Shareholders or, in some cases, one Notice of Internet Availability. We initiated householding to reduce printing costs and postage fees.

        Shareholders wishing to continue to receive multiple copies of proxy materials or multiple Notices of Internet Availability may do so by completing and returning the "opt out" card previously mailed to you or by notifying us in writing or by telephone at Bemis Company, Inc., One Neenah Center, 4^th Floor, P.O. Box 669, Neenah, Wisconsin 54957-0669, 920-727-4100. Upon such request, we will promptly deliver copies of the proxy materials or Notice of Internet Availability to a shareholder at a shared address to which a single copy of the documents was delivered.

        Shareholders who share an address (but not the same last name) may request householding by notifying us at the above-referenced address or telephone number.

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IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR THE
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 3, 2012

The following materials are available for viewing on the Internet:

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proxy statement for the 2012 Annual Meeting of Shareholders;



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2011 Annual Report to Shareholders; and



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annual report on Form 10-K for the year ended December 31, 2011.

        To view the proxy statement, 2011 Annual Report to Shareholders, or annual report on Form 10-K, visit www.bemis.com/2012Annualmeeting.

By Order of the Board of Directors



Sheri H. Edison
Vice President, Secretary and General Counsel

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QuickLinks

EXPLANATORY STATEMENT
ADMISSION POLICY
PROXY STATEMENT ANNUAL MEETING OF SHAREHOLDERS MAY 3, 2012
SOLICITATION, EXECUTION AND REVOCATION OF PROXIES
OWNERSHIP OF THE COMPANY'S SECURITIES
PROPOSAL 1—ELECTION OF DIRECTORS
CORPORATE GOVERNANCE
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
TRANSACTIONS WITH RELATED PERSONS
EXECUTIVE COMPENSATION
BEOPP Funding Scale
2011 Long-Term Incentive Mix for Executive Officers
Relative Performance to TSR Comparator Group
SUMMARY COMPENSATION TABLE
GRANTS OF PLAN BASED AWARDS IN 2011
OUTSTANDING EQUITY AWARDS AT 2011 FISCAL YEAR END
OPTION EXERCISES AND STOCK VESTED IN 2011
2011 NON-QUALIFIED DEFERRED COMPENSATION
2011 PENSION BENEFITS
2011 DIRECTOR COMPENSATION
POTENTIAL PAYMENTS UPON TERMINATION, INCLUDING FOLLOWING CHANGE OF CONTROL FOR 2011
MANAGEMENT AGREEMENTS
REPORT OF THE AUDIT COMMITTEE
PROPOSAL 2—RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2012
PROPOSAL 3—ADVISORY VOTE ON EXECUTIVE COMPENSATION ("SAY-ON-PAY VOTE")
PROPOSAL 4—SHAREHOLDER PROPOSAL TO ELIMINATE THE CLASSIFICATION OF THE BOARD OF DIRECTORS
SUBMISSION OF SHAREHOLDER PROPOSALS
HOUSEHOLDING
IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 3, 2012