LABL Multi-Color Corp.

ITEM 3 ON THE PROXY

Section 14A of the Exchange Act and related SEC rules require that we provide our shareholders with the opportunity to vote to approve, on a non-binding advisory basis, the compensation of our Named Executive Officers (NEOs) as disclosed in this proxy statement in accordance with SEC rules. The current frequency of the advisory vote on executive compensation is annual.

As described under “Compensation Discussion and Analysis,” our executive compensation program is designed with an emphasis on performance and is intended to closely align the interests of our NEOs with the interests of our shareholders. The Committee regularly reviews our executive compensation program to ensure that compensation is closely tied to performance measures that our executive officers can meet and that are likely to have an impact on shareholder value. Our compensation programs are also designed to balance long-term performance with short-term performance, and to mitigate the risk that an executive officer would be incentivized to pursue good results with respect to a single performance metric or operating division to the detriment of our Company as a whole.

The vote on this proposal is advisory, which means the vote will not be binding on Multi-Color Corporation, the Board or the Committee. The Committee will review the results of the vote on this proposal in connection with its regular evaluations of our executive compensation program.

In view of the foregoing, shareholders will vote on the following resolution at the 2018 annual meeting of shareholders:

RESOLVED, that the Company’s shareholders hereby approve, on an advisory basis, the compensation of the Named Executive Officers of Multi-Color Corporation as disclosed in Multi-Color’s Proxy Statement for the 2018 Annual Shareholders’ Meeting in accordance with the Securities and Exchange Commission’s compensation disclosure rules.

The Board recommends that shareholders vote FOR this proposal.

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APPROVAL OF AMENDMENT TO THE 2012 STOCK INCENTIVE PLAN

ITEM 4 ON THE PROXY

We are asking our shareholders to approve an amendment to the Amended & Restated 2012 Stock Incentive Plan (the “2012 Plan”) to increase the amount of equity awards that can be awarded to non-employee directors. The 2012 Plan was approved by our shareholders at our 2012 Annual Meeting and there has not been an increase to director equity awards thereunder since 2012.

This increase is necessary to continue to provide competitive, long-term incentives to directors and to continue to link directors’ compensation to their performance. Currently, the 2012 Plan requires that director equity awards be capped at a value of $100,000 per year and that director equity awards can only be increased by ten percent (10%) from the prior year. To remain competitive and provide our directors with long-term incentives, the Company is seeking to amend the 2012 Plan to remove the ten percent (10%) restriction and to increase the cap on the value of director equity awards to $150,000 per year.

Summary of the 2012 Plan

The following is a summary of the material terms of the 2012 Plan and is qualified in its entirety by the full text of the 2012 Plan (a copy of which is filed with the SEC as an exhibit with our Quarterly Report on Form 10-Q for the Quarter ended June 30, 2017) and the amendment included on Annex A of the Proxy Statement

Objectives of the 2012 Plan

The Board believes that stock-based awards are an important element of Multi-Color’s compensation programs. The 2012 Plan promotes the Company’s compensation philosophy and objectives by: (i) providing long-term incentives to those persons with significant responsibility for the success and growth of the Company, (ii) motivating participants to achieve the long-term success and growth of the Company, (iii) providing a vehicle to tie a significant portion of compensation to the long-term performance of the Company’s shares, (iv) enabling the Company to attract and retain skilled and qualified officers, other employees and directors who are expected to contribute to the Company’s success in a competitive market for such individuals, (v) facilitating ownership of the Company’s shares, and (vi) aligning the personal interests of directors, officers, employees, and others in the Company’s long-term growth and profitability with the interests of Multi-Color’s shareholders. As of June 1, 2018, approximately 530,975 shares remained available for grant under the 2012 Plan. Information on the total number of shares available under the Company’s existing equity compensation plans and subject to outstanding options and rights as of March 31, 2018 is presented in the Equity Compensation Plan Information table on page 36.

The 2012 Plan allows the Company the flexibility to grant a variety of shares and share-

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based awards, including stock options and stock appreciation rights, granted separately or in tandem with each other, and restricted shares and restricted share units, both time vested or conditioned on the attainment of performance goals. All stock incentive awards to the Company’s most highly compensated executives that may be made over the next few years are expected to be granted under the 2012 Plan.

Shares Subject to the 2012 Plan

The aggregate number of common shares that may be issued under the 2012 Plan is 1,250,000. The 2012 Plan provides for appropriate adjustments in the number of shares subject to the 2012 Plan (and other share limitations contained therein and described below) and to grants previously made if there is a share split, dividend, reorganization, or other relevant change affecting the Company’s corporate structure or its shares. If shares under an award are not issued prior to the expiration, termination, cancellation or forfeiture of the award, then those shares would again be available for inclusion in future grants. Upon the effective date of the 2012 Plan, prior Company equity plans for which shares remained available for grant were terminated. The shares available under such prior plans were made available for grant under the 2012 Plan, as well as shares subject to outstanding awards under such prior plans which thereafter are forfeited, settled in cash, cancelled or expire; provided that all outstanding awards under such prior plans remain outstanding and are administered and settled in accordance with the provisions of the prior plans, as applicable.

Other Share Limitations

The maximum number of shares subject to restricted shares or restricted share units that may be granted under the 2012 Plan is 500,000. The maximum number of shares subject to stock options that may be granted under the 2012 Plan is 1,250,000. The maximum number of shares subject to restricted shares or restricted share units that may be granted to an individual in a calendar year is 100,000 shares, and the maximum number of shares subject to stock options or stock appreciation rights that may be granted to an individual in a calendar year is 300,000 shares.

Eligible Participants

Officers and key employees of the Company, and the Company’s non-employee directors are eligible to receive awards under the 2012 Plan. Awards are granted to those persons with significant responsibility for the Company’s success and growth.

Administration

The 2012 Plan is administered by a committee (the “Committee”) consisting of at least three directors appointed by the Board, all of whom meet the definitions of the terms “outside director” set forth in the regulations under Section 162(m), “independent director” set forth in The Nasdaq Stock Market, Inc. rules, and “non-employee director” set forth in Rule 16b-3 under the Exchange Act. Unless determined otherwise by the

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Board, the Compensation Committee will administer the 2012 Plan and has the authority under the 2012 Plan to: (i) select the employees and directors to whom awards are granted; (ii) determine the type and timing of awards and the appropriate award agreement evidencing each award; (iii) determine the number of shares covered by each award and all other terms and conditions of awards, not inconsistent with the terms of the 2012 Plan; (iv) determine whether an award is, or is intended to be, performance based; (v) determine whether terms, conditions, and objectives have been met or, including, without limitation, making certifications related thereto, if permissible, should be modified or waived, not inconsistent with the terms of the 2012 Plan; (vi) cancel or suspend an award, or determine whether an amount or payment of an award should be reduced or eliminated; (vii) determine administrative rules, guidelines, and practices governing the 2012 Plan; and (viii) interpret the provisions of and otherwise supervise the administration of the 2012 Plan.

Stock Options

Stock options granted under the 2012 Plan must be in the form of either Incentive Stock Options or ISOs, which meet the requirements of Section 422 of the Internal Revenue Code, as Amended (the “Code”) or nonqualified stock options (“NQSOs”), which do not meet those requirements. The term of a stock option is fixed by the Committee, but may not exceed ten years, and stock options are exercisable at such time or times as determined by the Committee. The exercise price of a stock option cannot be less than the fair market value of the shares on the date of grant, which generally means the last closing price of a share as reported on The NASDAQ Stock Market on the date of the grant. The grantee may pay the stock option exercise price either in cash or such other manner authorized in the 2012 Plan or the applicable award agreement, including the tender of shares. Shares tendered by participants as full or partial payment of the exercise price will not become available for issuance under the 2012 Plan. The 2012 Plan prohibits stock option repricing.

Code Limitations on Incentive Stock Options

The Code currently places certain limitations on ISO awards. In addition to the other limitations described in the 2012 Plan, an ISO may only be granted to full or part-time employees (including officers and directors who are also employees) of the Company. The total fair market value of shares subject to ISOs which are exercisable for the first time by any participant in any given calendar year cannot exceed $100,000 (valued as of the date of grant). No ISO may be exercisable more than three months following termination of employment for any reason other than death or disability, nor more than one year with respect to disability terminations, or such stock option will no longer qualify as an ISO and shall be treated as an NQSO. ISOs will also be non-transferable in accordance with the provisions of the Code. Additional restrictions apply to the grant of ISOs to holders of in excess of 10% of the Company’s outstanding Common Stock.

Stock Appreciation Rights

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The Committee may grant stock appreciation rights (“SAR”) separately or in connection with a stock option granted under the 2012 Plan. If a grantee exercises a SAR, the grantee will receive an amount equal to the excess of the then-fair market value of the shares with respect to which the SAR is being exercised over the stock option exercise price of the shares, in the case of a SAR in connection with a stock option, or the exercise price of the SAR, in the case of an independent SAR. The SAR exercise price must be at least 100% of the fair market value of the underlying shares on the date of grant, and the term of such SAR may not exceed ten years. Payment may be made in cash, in shares, or in a combination of cash and shares, as the Committee determines. If a SAR granted in connection with a stock option is exercised in whole or in part, the right under the related stock option to purchase shares with respect to which the SAR has been exercised will terminate to the same extent. If a stock option is exercised, any SAR related to the shares purchased upon exercise of the stock option will terminate. To the extent that the number of shares reserved for issuance upon the grant of a SAR exceeds the number actually issued upon exercise of a SAR, such shares will not become available for issuance under the 2012 Plan. The 2012 Plan prohibits SAR repricing.

Restricted Share and Restricted Share Unit Awards

The Committee may grant restricted share awards which consist of shares issued by the Company to a participant for no consideration, or for a purchase price which may be below their fair market value, and are subject to forfeiture in the event of termination of the participant’s employment prior to vesting and subject to restrictions on sale or other transfer by the participant. Unless otherwise determined by the Committee, participants who hold restricted shares have voting rights with respect to the shares and have the right to receive dividend distributions, in cash or shares, payable to the extent the restrictions on the applicable restricted shares lapse. The Committee may also grant restricted share unit awards which are substantially similar to restricted share awards but which generally do not give the participant-holder the rights of a shareholder prior to lapse of the restrictions and, upon such lapse, may be settled in cash, shares, or a combination of both. The Committee may provide for the payment in cash or shares equal to the amount of dividends paid from time to time on the number of shares that would become payable upon vesting of the restricted share unit award. The Committee may provide that restrictions lapse after the passage of time (time-vested), upon certain events (such as death, disability, or retirement) or upon the attainment of specified performance objectives (performance-vested). The Committee may waive any restrictions or accelerate the date or dates on which restrictions lapse except no waiver may apply to a term that is not within the Committee’s discretion to waive under the 2012 Plan.

Performance-Based Exception

The Committee may grant awards conditioned upon the achievement of performance goals as the Committee shall determine, in its sole discretion. The performance goals shall be based on one or more performance measures, and the Committee shall specify the time period or periods during which the performance goals must be met. The performance

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measure(s) may be described in terms of objectives that are related to the individual participant, the Company, or a subsidiary, division, department, region, function, or business unit of the Company, and shall consist of one or more or any combination of the following criteria: cash flow, profit, revenue, stock price, market share, sales, net income, operating income, return ratios, earnings per share, earnings (which may include an add back for taxes, interest, and/or depreciation and amortization), operating earnings, profit margins, earnings per Common Share, favorable comparison to established budgets, return on shareholders’ equity, return on assets, attainment of strategic and operational initiatives, comparisons with various stock market indices, reduction in costs or a combination of such factors, personal performance measures, working capital, total assets, net assets, return on sales, return on invested capital, gross margin, costs, shareholders’ equity, shareholder return and/or productivity or productivity improvement. Performance goals may be expressed in absolute terms or relative to the performance of other entities or the prior performance of the Company. The Committee may adjust or modify the performance objectives or periods, to the extent applicable unless the Committee determines that such requirements should not be satisfied. Awards intended to qualify for the performance based exception shall not vest or be paid until the Committee certifies that the performance goals have been achieved.

Unrestricted Share Awards

The Committee may grant unrestricted shares on a bonus or other basis for no cash consideration.

Awards to Non-Employee Directors

The Committee is authorized to grant restricted shares to each non-employee director annually. The current number of restricted shares granted to each non-employee director each year shall be the number of common shares equal to $65,000 divided by the fair market value of a common share on the date of grant. The Committee may grant stock options in lieu of or in addition to restricted shares. Under the current version of the 2012 Plan, the Committee shall have the authority to increase the award value annually by an amount not to exceed 10% of that for the previous year; provided, however, that the award value may not exceed $100,000 for any year. The Board is asking shareholders to approve an amendment to the 2012 Plan that would eliminate the 10% limit and increase $100,000 to $150,000 as set forth on Annex A.

Transferability of Awards

No award is transferable other than by will or the laws of descent and distribution, except the Committee may, in its discretion, provide that an award (other than an ISO) is transferable without consideration to a participant’s family member (as defined in the 2012 Plan), subject to such terms and conditions as the Committee may impose. All awards shall be exercisable, during the participant’s lifetime, only by the participant or a permitted transferee. Additionally, certain non-employee directors may assign their awards to certain affiliates of theirs.

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Termination of Employment

Generally, awards are forfeited upon a participant’s termination of employment; however, the 2012 Plan provides that the Committee: (i) may allow a participant to exercise vested stock options or SARs for a period of time after termination, if not terminated for cause; and (ii) has discretion to provide the extent to which, if any, the vesting of any award is accelerated or forfeited due to a participant’s, death, disability, or retirement, provided that, for awards intended to be performance-based compensation within the meaning of Section 162(m), no vesting may occur or no distribution may be made prior to the attainment of the performance goals, unless otherwise provided by Section 162(m).

Change in Control

Except as otherwise provided in an award agreement, upon a “change in control” as defined in the 2012 Plan: (i) all outstanding stock options and SARs automatically become fully exercisable; and (ii) all restricted share and restricted share unit awards automatically become fully vested.

Recoupment Policy

Awards are subject to forfeiture or repayment pursuant to the terms of any applicable compensation recoupment or recovery policy adopted by the Company, Committee, or Board, including any policy adopted to comply with the rules of any stock exchange on which the shares are traded or the SEC.

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(1) Pursuant to the 2012 Plan, each non-employee director will receive an annual grant of restricted shares with an aggregate fair market value equal to $65,000 at the time of grant. Based upon the closing share price on June 20, 2018 of $69.90, each would receive 930 shares. ²

(2) NEOs were awarded the opportunity to earn performance-based restricted stock units (RSUs) based on meeting the Performance RSU goals, with targets (as shown in the following table).

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Discontinuation of 2012 Plan, Amendments, and Award Substitutions

The Board may amend, alter, or discontinue the 2012 Plan at any time, provided that any such amendment, alteration, or discontinuance has been approved by the Company’s shareholders, if shareholder approval is required under applicable laws, regulations, or exchange requirements, and does not materially and adversely impair the rights of any grantee, without his or her consent, under any award previously granted. The 2012 Plan could be amended without shareholder approval in certain non-material ways that could result in an increased cost to the Company. No awards shall be made under the 2012 Plan after the tenth anniversary of the effective date.

2. Certain Federal Tax Consequences with Respect to Awards

The following information is not intended to be a complete discussion of the U.S. federal income tax consequences of participation in the 2012 Plan and is qualified in its entirety by references to the Code and the regulations adopted under the Code. The provisions of the Code described in this section include current tax law only and do not reflect any proposals to revise current tax law. The federal income tax consequences applicable to officers, directors, and other persons who are subject to potential liability under Section 16(b) of the Exchange Act may be different than the federal income tax consequences applicable to persons who are not subject to Section 16(b).

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Incentive Stock Options

Generally, under the Code, an optionee will not realize taxable income by reason of the grant or exercise of an ISO granted pursuant to the 2012 Plan (see, however, discussion of alternative minimum tax below). If an optionee exercises an ISO and does not dispose of the shares until the later of (i) two years from the date the option was granted and (ii) one year from the date of exercise, the entire gain, if any, realized upon disposition of such shares will be taxable to the optionee as long-term capital gain, and the Company will not be entitled to any deduction. If an optionee disposes of the shares within the period of two years from the date of grant or one year from the date of exercise (a “disqualifying disposition”), the optionee generally will realize ordinary income in the year of disposition. The Company will receive a corresponding deduction in an amount equal to the excess of (i) the lesser of (a) the amount, if any, realized on the disposition and (b) the fair market value of the shares on the date the option was exercised over (ii) the option price (subject to the limitations contained in Section 162(m)). Any additional gain realized on the disposition will be short-term or long-term capital gain and any loss will be long-term or short-term capital loss. The optionee will be considered to have disposed of a share if he or she sells, exchanges, makes a gift of or transfers legal title to the share (except transfers, among others, by pledge, on death or to a spouse). If the disposition is by sale or exchange, the optionee’s tax basis will equal the amount paid for the shares plus any ordinary income realized as a result of the disqualifying disposition.

The exercise of an ISO may subject the optionee to the so-called “alternative minimum tax” (“AMT”). The amount by which the fair market value of the shares purchased at the time of the exercise exceeds the option exercise price is an adjustment for purposes of computing the AMT. In the event of a disqualifying disposition of the shares in the same taxable year as exercise of the ISO, no adjustment is then required for purposes of the AMT, but regular income tax, as described above, may result from such disqualifying disposition.

An optionee who surrenders shares as payment of the exercise price of his or her ISO generally will not recognize gain or loss on his or her surrender of such shares. The surrender of shares previously acquired upon exercise of an ISO in payment of the exercise price of another ISO, is, however, a “disposition” of such stock. If the ISO holding period requirements described above have not been satisfied with respect to such stock, such disposition will be a disqualifying disposition that may cause the optionee to recognize ordinary income as discussed above.

Under the Code, all of the shares received by an optionee upon exercise of an ISO by surrendering shares will be subject to the ISO holding period requirements. Of those shares, a number of shares (the “Exchange Shares”) equal to the number of shares surrendered by the optionee will have the same tax basis for capital gains purposes (increased by any ordinary income recognized as a result of a disqualifying disposition of the surrendered shares if they were ISO shares) and the same capital gains holding

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period as the shares surrendered. For purposes of determining ordinary income upon a subsequent disqualifying disposition of the Exchange Shares, the amount paid for such shares will be deemed to be the fair market value of the shares surrendered. The balance of the shares received by the optionee will have a tax basis (and a deemed purchase price) of zero and a capital gains holding period beginning on the date of exercise. The ISO holding period for all shares will be the same as if the option had been exercised for cash.

Non-Qualified Stock Options

Generally, there will be no federal income tax consequences to either the optionee or the Company on the grant of NQSO pursuant to the 2012 Plan. On the exercise of a NQSO, the optionee has taxable ordinary income equal to the excess of the fair market value of the shares acquired on the exercise date over the option price of the shares. Multi-Color will be entitled to a federal income tax deduction (subject to the limitations contained in Section 162(m)) in an amount equal to such excess, provided that Multi-Color complies with applicable reporting rules.

Upon the sale of stock acquired by exercise of a NQSO, optionees will realize long-term or short-term capital gain or loss depending upon their holding period for such stock. An optionee who surrenders shares in payment of the exercise price of a NQSO will not recognize gain or loss with respect to the shares so delivered unless such shares were acquired pursuant to the exercise of an ISO and the delivery of such shares is a disqualifying disposition. See “Incentive Stock Options” above. The optionee will recognize ordinary income on the exercise of the NQSO as described above. Of the shares received in such an exchange, that number of shares equal to the number of shares surrendered have the same tax basis and capital gains holding period as the shares surrendered. The balance of shares received will have a tax basis equal to their fair market value on the date of exercise and the capital gains holding period will begin on the date of exercise.

Stock Appreciation Rights

A participant who is awarded a SAR will not have taxable income upon the grant of such SAR and the Company will not be entitled to a tax deduction by reason of such grant. Upon the exercise of a SAR, a participant will recognize taxable ordinary income equal to the amount of cash and the fair market value of any shares of common stock received. The Company may generally claim a deduction at that time equal to the amount recognized as ordinary income by the participant (subject to the limitations contained in Section 162(m)).

Restricted Share and Restricted Share Unit Awards

The taxability of a restricted share award to a participant is dependent upon the extent to which the award is restricted on the date of grant. If the award is either transferable or not subject to a substantial risk of forfeiture, a participant will recognize taxable

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ordinary income on the date of grant. If the award is both non-transferable and subject to a substantial risk of forfeiture, on the date of grant, then unless an election is made as described below, a participant will not recognize taxable ordinary income on the date of grant, but will at such time or times as an award becomes either transferable or not subject to a substantial risk of forfeiture in an amount equal to the fair market value of such shares at that time. Within thirty days of receipt of an award that is not transferable and subject to a substantial risk of forfeiture, a participant may file an election with the Internal Revenue Service to include as taxable ordinary income in the year of receipt an amount equal to the fair market value of the shares subject to the award at the time of receipt. In such event, any subsequent appreciation in the value of such shares will not be taxable as compensation to a participant upon the vesting of shares subject to the award. However, if shares subject to the award are forfeited subsequent to such election, a participant will not be entitled to a tax deduction. For purposes of determining the amount of taxable gain or loss upon a subsequent disposition of shares issued pursuant to such an award, the amount of ordinary income to a participant will be treated as the cost basis for such shares. Shares which are held for more than one year after vesting (or in the event of an election as described above, the date of receipt) generally will qualify for long-term capital gain treatment. An award of restricted share units to a participant is generally taxable as ordinary income to the participant when the participant receives the shares (or cash equivalent) or has the right to receive payment under the rules of constructive receipt, equal to the value of shares (or cash equivalent) at that time. With respect to restricted shares and restricted share units, the Company will be entitled to a deduction in such amount and at such time as ordinary income becomes taxable to the participant (subject to the limitations contained in Section 162(m)).

Application of Section 409A to Deferred Compensation Arrangements

The 2012 Plan provides that the Committee may permit recipients of awards to defer the distribution of all or part of any Award in accordance with such terms and conditions as the Committee shall establish. To the extent that a participant makes such a deferral election, Section 409A of the Code, which was enacted as part of the American Jobs Creation Act of 2004, subjects the deferral arrangement to certain substantive requirements including (among other items) deferral election and payment timing requirements. In the event that a deferral arrangement fails to comply with Code Section 409A in form or operation, a participant may become subject to: (i) the imposition of Federal income tax on all amounts deferred in the tax year in which the amounts are deferred (or, if later, in the tax year when the receipt of the benefits are no longer subject to a substantial risk of forfeiture); (ii) a penalty tax of 20 percent of the includable amount (in addition to the regular income tax at ordinary income rates); and (iii) interest at the underpayment rate plus one percent from the time the amount was first deferred (or, if later, the tax year when the benefits are no longer subject to a substantial risk of forfeiture) until the time the amount is included in income.

Withholding of Tax; Company Deduction

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Generally, whenever a participant realizes ordinary income under the 2012 Plan, a corresponding deduction is available to the Company provided the Company complies with certain reporting requirements. Under Section 162(m), however, the Company will be denied a deduction for compensation exceeding $1,000,000 paid to its “covered employees,” who generally are the Chief Executive Officer, the Chief Financial Officer and the three other highest paid executive officers , and any other person who was a covered employee for any taxable year beginning after March 31, 2017, excluding (among other things) certain performance-based compensation provided pursuant to a written binding contract which was in effect on November 2, 2017.

The Company is entitled to withhold, or secure payment from a participant in lieu of withholding, the amount of any tax required by law to be withheld or paid by the Company with respect to any amount payable or shares issuable under a participant’s award.

Conclusion

The foregoing summarizes the U.S. federal income tax consequences, and does not include a discussion of state and local income tax or foreign tax consequences of participation in the 2012 Plan. Participants are encouraged to consult their own tax advisors regarding the federal, state and local tax consequences in their particular circumstances and with respect to their particular awards.

Board Recommendation

The affirmative vote of a majority of votes cast is required for this proposal to pass.

The Board of Directors recommends that shareholders vote FOR the approval of an amendment to increase the amount of equity awards for non-employee directors under the Multi-Color Corporation 2012 Stock Incentive Plan.

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COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

This Compensation Discussion and Analysis section discusses the principles underlying Multi-Color Corporation’s policies and decisions concerning the compensation of the Company’s named executive officers. This section also describes the manner and context in which compensation is awarded to and earned by the Company’s named executive officers and provides perspective on the tables and narratives that follow.

The Board of Directors utilizes the Compensation and Organization Development Committee (for purposes of this section, the “Compensation Committee”) to assist the Board in fulfilling the Board’s responsibilities in the area of executive compensation. The Compensation Committee, working with management, has approved executive compensation programs that are designed to attract and retain executives and reward them for their efforts toward helping Multi-Color achieve its short-term and long-term operating, financial and strategic goals, and thereby build shareholder value. Consequently, Multi-Color’s executive compensation packages consist of incentive plans that emphasize stock ownership and bonus compensation arrangements which serve to align more closely the interests of management with those of shareholders.

Most of our compensation decisions are made in the first three months of the fiscal year, after review of our performance and the named executive officers. We believe the compensation of all of our named executive officers for fiscal year 2018 aligned well with both our performance and the objectives of our executive compensation policies.

The Compensation Committee established a 10% organic operating profit growth target, with 5% minimum and 15% maximum thresholds for payment, as the performance measurement for the payment of cash incentive compensation to certain NEOs because it believes that a meaningful portion of each NEO’s compensation should be “performance-based” and, therefore, at risk. The Compensation Committee views the achievability of this target as difficult and aligned with the interests of our shareholders. Because the Company did not achieve 5% organic operating profit growth, we did not pay any cash incentive compensation to certain NEOs whose cash incentive compensation was based on organic operating growth. For fiscal year 2018, the only NEO who received a bonus was Mr. Buse, Global Chief Operating Officer Wine and Spirits. Mr. Buse’s cash incentive compensation was based on the rollup of specific locations that he manages.

Below we summarize certain executive compensation program and governance practices - both the practices we have implemented to drive performance and the

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practices we avoid because we do not believe they would serve our shareholders’ long-term interests.

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Framework of Multi-Color’s Executive Compensation Program

Multi-Color’s Goals

Multi-Color seeks to continue to improve its financial and operating performance on a long-term basis. The Company strives to deliver predictable and reliable results through increasing revenues and net income, and growth in earnings per share and cash flow. While these goals do not constitute all of the priorities Multi-Color has established, they represent the foundation of Multi-Color’s long-term objectives. Multi-Color’s compensation policies, practices and programs are intended to align executive compensation within the framework of these strategic goals, attracting and retaining a strong executive team for the long-term.

The Company intends base salary and benefits to be fair compensation for the NEOs’ good faith efforts to do their jobs well, and incentive compensation (both annual and long-term) to be pay for performance on behalf of the Company and its shareholders. The Company expects the incentive pay to reinforce the executive’s line-of-sight between (i) his or her behaviors, decisions and leadership and (ii) high standards of performance on corporate financial and other individual measures that, if achieved, will enhance shareholder value.

Compensation Committee Responsibilities

Among other things, the Compensation Committee assists the Board of Directors in fulfilling the Board’s responsibilities to: (i) review and approve the annual and long-term goals and objectives relevant to the Executive Chairman and CEO compensation; (ii) evaluate the Executive Chairman and CEO’s performance at least annually and report Executive Chairman and CEO compensation to the Board; (iii) determine and approve Executive Chairman, CEO, other executive officer and key management personnel compensation; (iv) review and make recommendations on the compensation of the Company’s non-employee directors; (v) administer the Company’s stock option and equity incentive plans and make recommendations to the Board with respect thereto; (vi) review the Company’s philosophy on executive compensation, advise the Executive Chairman, CEO and the Board about different approaches thereto and assess the Company’s competitive position for the various elements of executive compensation; (vii) assess the risks associated with the Company’s compensation policies and practices; (viii) review with management this Compensation Discussion and Analysis and make a recommendation with respect to its inclusion in this proxy statement and produce the Compensation Committee Report included in this proxy statement; and (ix) oversee the Company’s compliance with SEC rules and regulations regarding shareholder approval of certain executive compensation matters, including reviewing and approving the proposals regarding the say-on-pay vote and the frequency of the say-on-pay vote.

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The Compensation Committee has the sole authority to obtain the advice of advisors to assist the Committee in carrying out its responsibilities, after taking into consideration the factors relevant to advisor independence, including those specified in NASDAQ listing standards, and will determine whether any such advisor has a conflict of interest.

The Compensation Committee also sets the compensation and oversees the work of such advisors, and has sole authority to approve the advisor’s terms and conditions of retention, including its fees.

During the 2018 fiscal year, the Compensation Committee met two times. The Compensation Committee may request any officer or employee of the Company, outside counsel, consultants or independent auditors to attend a meeting of the Compensation Committee.

The Compensation Committee is comprised of a minimum of three directors, each of whom (i) is not an officer or employee of Multi-Color Corporation and (ii) does not have any relationship, which in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out his or her responsibilities as a member of the Compensation Committee. Independent directors, as determined by the Board and in accordance with the rules of NASDAQ, comprise the Compensation Committee. Members of the Compensation Committee are appointed and removed by the Board.

The purpose of the Compensation Committee is to establish and oversee the execution of the Company’s philosophy on compensation and organizational development. The Compensation Committee is responsible for assuring that the Compensation Company’s executives, other key management personnel and directors are effectively compensated in terms that (i) are aligned with the short-term and long-term interests of the shareholders, (ii) attract, motivate and retain key talent and (iii) are externally competitive and internally equitable. The Compensation Committee approves all elements of compensation of the Company’s executive officers and directors, sets the criteria for awards under the Company’s incentive compensation plans and determines whether such criteria have been met, and oversees matters relating to the Company’s stock compensation plans. The Compensation Committee also oversees the policies and practices of the Company that advance its organizational development, including those designed to achieve the highest level of engagement of the Company’s workforce.

Compensation Philosophy and Objectives

Compensation programs in which the Company’s executive officers participate are designed to be equitable and competitive with the compensation programs of companies with whom the Company competes for employees. The Committee believes executive performance is a distinguishing factor and a competitive

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advantage of Multi-Color and rewards executives who deliver outstanding performance.

Multi-Color’s pay-for-performance compensation philosophy is based upon this linkage between performance targets and individual accountability. Individual behavior consistent with the Company’s core values is recognized as being necessary for building and sustaining shareholder value over the long-term. Employees at all levels of the organization, including executive officers, are evaluated through a disciplined annual assessment process, and compensated for exemplifying core values of integrity, passion, creativity, perseverance, achievement and personal leadership.

The Company’s goal is to attract, develop, motivate and retain executives who have the skills, experience and drive to achieve superior growth in shareholder value. The Company believes that, to be successful, the Company needs to be competitive not only in its products and innovative solutions, but also in the quality of its executives. This, in turn, requires that Multi-Color compensate executive officers competitively.

The Process of Implementing Executive Compensation Changes

The Compensation Committee reviews Multi-Color’s executive compensation programs annually. The Compensation Committee utilizes market compensation data (including base salary and target annual incentive levels) regarding the Executive Chairman and the President and CEO. The Compensation Committee, in turn, recommends compensation levels for this position to the independent members of the Board of Directors.

Following its evaluation of the Executive Chairman and CEO’s performance, the Compensation Committee establishes all aspects of the CEO’s compensation. None of the Company’s executives, including the CEO, participates in deliberations relating to his or her own compensation.

The Compensation Committee also receives market compensation data (including base salary and target annual incentive levels) for each individual executive other than the Executive Chairman and President and CEO. The President and CEO recommends increases or decreases in compensation levels for these executive officers to the Compensation Committee for final approval based upon a review of the market data and the officer’s individual performance.

As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Company’s proxy statement provides for a non-binding shareholder advisory vote, commonly referred to as a say-on-pay vote, with respect to the compensation of our named executive officers. While this vote is not binding on the Company, the Compensation Committee values the opinions of shareholders and will review and consider any shareholder concerns evidenced by this vote.

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At the Company’s 2017 annual meeting, we held such an advisory vote on the compensation of our named executive officers. Our shareholders overwhelmingly approved the compensation of our named executive officers, with approximately 99% of votes cast in favor of our 2017 say-on-pay resolution. Based on the results of the 2017 say-on-pay vote, the Compensation Committee concluded that the compensation paid to the named executive officers and that the Company’s overall pay practices received strong shareholder support and do not require substantial revision to address shareholder concerns.

Elements of Compensation

The principal components of the compensation for named executive officers generally are:

Base Salary

The Company establishes compensation plans each year that align potential executive compensation with expected and potential company performance outcomes. More specifically, we target executive base salary at the 50th percentile of our peer group (as described below). Typically, we establish annual incentive payout opportunities that, when combined with base salary, will deliver 50th percentile total cash compensation at target performance and will allow the executive to earn above 50th percentile total cash compensation for above target performance.

In reviewing and determining executive compensation levels for fiscal 2018, the Compensation Committee utilized data provided by Willis Towers Watson on our overall executive compensation packages, including long-term compensation. In addition, Willis Towers Watson provided data for a peer group of printing, packaging and paper companies, most of which are of similar size and market capitalization as the Company. Our peer group utilized in assessing our executive compensation for fiscal 2018 included some slight revisions due to the increased size of the Company due to the acquisitions in fiscal 2018 and includes: ACCO Brands Corporation, AptarGroup, Inc., CCL Industries, Inc., Cimpress N.V., Clearwater Paper Corporation, Grief, Inc., InnerWorkings, Inc., Intertape Polymer Group, KapStone Paper and Packaging Corporation, PH Glatfelter Co., Neenah Paper, Inc., Quad/Graphics, Inc., Silgan Holdings Inc., and Winpak Ltd. We seek to

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include companies with comparable revenues, assets, and enterprise value, and we sought to include as peers companies with significant global presence.

Peer group data is one consideration included in the Compensation Committee’s process of determining executive compensation for fiscal year 2018. The Compensation Committee uses the peer group data as general guidance, together with other information such as general business trends, the competitiveness of the markets in which we operate, individual performance, and its own discretion in setting overall executive compensation.

Salary reviews are generally conducted at the beginning of each fiscal year to compare each executive’s salary to the appropriate salary range. Merit based increases to salaries of executive officers are based on the Compensation Committee’s assessment of the individual’s performance. Both financial and, where appropriate, non-financial performance measures are considered in making salary adjustments. If an executive officer has responsibility for a business segment, this business segment’s financial results also are strongly considered.

Annual Incentive Cash Compensation

Multi-Color believes that among all elements of compensation to executive officers, annual cash incentives provide the most direct link between compensation levels and annual corporate performance. Typically, the Compensation Committee approves annual incentive performance goals at the beginning of each fiscal year. For fiscal year 2018, the potential incentive range (as a percentage of base salary) for Mr. Vinecombe was 0% to 97.5%; for Mr. Henry was 0% to 112.5%; for Mr. Rodato was 0% to 112.5%; and for Ms. Birkett, Mr. Buse and Mr. Cook was 0% to 75%, based on target incentives (as a percentage of base salary) of 65%, 75% and 50%, respectively. The performance goals include goals related to minimum operating profit and year-over-year growth in operating profit, excluding acquisitions made during the fiscal year. Operating profit for the purposes of the incentive calculation is defined as the operating profit used for U.S. GAAP reporting less the impact of acquisitions and acquisition-related expenses occurring during the year, and the impact of amortization expense.

For Mr. Vinecombe, Mr. Henry, Mr. Rodato and Ms. Birkett, their performance goals are based on total company performance; Mr. Buse and Mr. Cook’s goals are based on the rollup of specific locations that they manage. For any of the executives to earn any cash incentive for fiscal year 2018, the Company’s minimum operating profit as a percentage to sales must have exceeded 10%, excluding acquisitions made during the fiscal year. Once this threshold is met, executives are eligible to receive between 0% and 150% of their target incentives as follows: 0% for less than 5% growth year-over-year; 50% for 5% growth year-over-year; 100% for 10% growth year-over-year; and 150% for 15% growth year-over-year, excluding acquisitions made during the fiscal year. Where year-over-year growth is between these thresholds, incentive amounts are pro-rated on a straight-line basis.

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The Compensation Committee believes that the degree of difficulty of the targets is significant and reasonable given the business environment and related factors. The Compensation Committee also believes that the target levels are appropriate and do not encourage unnecessary or excessive risk-taking.

For fiscal year 2018, the only named executive officer who earned a cash incentive payment was Mr. Buse who earned 121.5% of his 50% target incentive.    Multi-Color did not pay any cash incentive compensation to any other named executive officer because the Company did not achieve 5% organic growth year-over-year.

Long-Term Incentive Compensation

Multi-Color maintains incentive plans which authorize the issuance of stock options, restricted stock, restricted stock units and stock appreciation rights. These awards are designed to align the interests of executives with those of shareholders. Because stock options only have an intrinsic value if the value of Multi-Color’s Common Stock increases, they encourage actions that enhance long-term shareholder value. Multi-Color believes that restricted stock, restricted stock units and stock appreciation rights awards similarly stimulate pride in ownership and motivate employees and executives to commit themselves to our performance and increasing shareholder value.

Multi-Color’s 2012 Stock Incentive Plan (the “2012 Plan”) is the principal means by which long-term incentive compensation is provided for key officers and employees of Multi-Color and the interests of these persons are brought more closely into tandem with the interests of shareholders. The 2012 Plan is administered by the Compensation Committee. The 2012 Plan prohibits us from repricing stock options absent shareholder approval, for example, by decreasing the exercise price of outstanding options or exchanging outstanding options for new options with a lower exercise price.

Options granted under the 2012 Plan contain such terms and conditions as are established by the Board at the time of the grant. Options currently granted to employees generally have ten year terms and vest ratably over three to five years. The options fully vest upon a change in control.

When they are awarded, stock options are generally awarded near the beginning of each fiscal year to certain executives and other designated employees. The exercise price for these grants is equal to the fair market value of Multi-Color’s Common Stock on the date when the Compensation Committee approves the grant, which is the closing price on the NASDAQ Global Select Market on the date of grant. The total number of shares allocated for annual grants is generally equal to one percent of the aggregate number of outstanding shares. As stock options are expensed in accordance with FASB ASC Topic 718, the Company considers the impact of the expense on earnings as one factor in determining the amount of total annual option grants.

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For fiscal year 2018, Mr. Vinecombe was awarded 1,164 time based restricted shares. Ms. Birkett was awarded the opportunity to earn from 1,921 to 5,763 of performance-based restricted stock units (RSUs) based on meeting the Performance RSU goals, and 1,281 time based restricted shares. Mr. Buse was awarded the opportunity to earn from 1,834 to 5,501 of performance-based RSUs based on meeting the Performance RSU goals, and 1,222 time based restricted shares.    Mr. Rodato was awarded the opportunity to earn from 2,619 to 7,858 of performance-based RSUs based on meeting the Performance RSU goals and 1,746 time based restricted shares. Mr. Cook was awarded 4,000 stock options.

For Mr. Rodato, Ms. Birkett, and Mr. Buse, the performance-based RSUs are earned as follows:

For fiscal year 2019, Mr. Vinecombe was awarded 1,441 time based restricted shares.    Ms. Birkett was awarded the opportunity to earn from 2,841 to 8,523 of performance-based restricted stock units (RSUs) based on meeting the Performance RSU goals, and 1,894 time based restricted shares. Mr. Buse was awarded the opportunity to earn from 2,357 to 7,071 of performance-based RSUs based on meeting the Performance RSU goals, and 1,571 time based restricted shares.    Mr. Henry was awarded the opportunity to earn from 5,682 to 17,045 of performance-based RSUs based on meeting the Performance RSU goals and 3,788 time based restricted shares. Mr. Cook was awarded the opportunity to earn from 2,273 to 6,818 of performance-based RSUs based on meeting the Performance RSU goals, and 1,515 time based restricted shares.

Retirement and Other Benefit Programs

In general, Multi-Color provides the same benefit programs to most full-time employees within the Company, including a defined contribution 401(k) plan. The Company matches $.50 for every $1 contributed on the first 6% of eligible pay.

Employment Agreements

Effective January 1, 2016, Nigel Vinecombe stepped down from his position as President and Chief Executive Officer and was elected Executive Chairman of the Board. Vadis Rodato, formerly Chief Operating Officer for Wine & Spirits, was elected President and Chief Executive Officer, a role in which he served until

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January 1, 2018. David Buse, formerly President of North America Wine & Spirits, was elected Chief Operating Officer for Wine & Spirits. Michael J. Henry, formerly EVP Labels of a subsidiary of Constantia Flexibles International GmbH prior to its acquisition by the Company, was elected Chief Executive Officer-Elect on November 1, 2017 and was appointed CEO on January 1, 2018. In connection with these transitions the Company entered into new employment agreements with these executives.

The following description of employment agreements is qualified to the text of each employment agreement as filed with our reports with the Securities and Exchange Commission.

Vinecombe Agreement

Mr. Vinecombe’s agreement provides for: (i) an annual base salary of $400,000, subject to annual review by the Committee; (ii) eligibility to participate in the Company’s annual management incentive compensation program, with a bonus target of 65% of annual base salary and a bonus range between 32.5% and 97.5% of annual base salary; and (iii) during the term of the Agreement, beginning with fiscal year 2017, restricted stock awards with a value of $100,000 on an annual basis.

Mr. Vinecombe’s agreement provides for the payment of benefits upon termination of employment under specified circumstances. The agreement also includes confidentiality and non-competition covenants.

Henry Agreement

Effective November 1, 2017, the Company entered into an Employment Agreement with Mr. Henry to serve as the Chief Executive Officer-Elect of MCC. Mr. Henry was appointed Multi-Color’s President and Chief Executive Officer effective January 1, 2018. Mr. Henry’s agreement provides for: (i) an annual base salary of US $1,000,000 to be paid in British pounds, subject to annual review by the Committee; (ii) eligibility to participate in the Company’s annual management incentive compensation program, with a bonus target of 75% of annual base salary and a bonus range between 37.5% and 112.5% of annual base salary; (iii) during the term of the agreement, restricted stock or stock option awards as may be determined by the Board or its committees from time to time, and (iv) eligibility to participate in the Company’s welfare and certain benefit plans to the extent generally applicable to other executives of the Company, as well as a car allowance, vacation time and certain indemnification as permitted by applicable law.

Mr. Henry’s agreement also provides for the payment of benefits upon termination of employment under specified circumstances. The agreement also includes confidentiality and non-competition covenants.

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Rodato Agreement

Mr. Rodato’s agreement provides for: (i) an annual base salary of $600,000, subject to annual review by the Committee; (ii) eligibility to participate in the Company’s annual management incentive compensation program, with a bonus target of 75% of annual base salary and a bonus range between 37.5% and 112.5% of annual base salary; (iii) during the term of the agreement, restricted stock or stock option awards as may be determined by the Board or its committees from time to time, and (iv) eligibility to participate in the Company’s welfare and certain benefit plans to the extent generally applicable to other executives of the Company, as well as a car allowance, vacation time and certain indemnification as permitted by applicable law.

Mr. Rodato’s agreement provides for the payment of benefits upon termination of employment under specified circumstances. The agreement also includes confidentiality and non-competition covenants.

Mr. Rodato retired from the Company on March 31, 2018.

Buse Agreement

Mr. Buse’s agreement provides for: (i) an annual base salary of $400,000, subject to annual review by the Committee (which has increased to $420,000); (ii) eligibility to participate in the Company’s annual management incentive compensation program, with a bonus target of 50% of annual base salary and a bonus range between 25% and 75% of annual base salary; (iii) during the term of the agreement, restricted stock or stock option awards as may be determined by the Board or its committees from time to time, and (iv) eligibility to participate in the Company’s welfare and certain benefit plans to the extent generally applicable to other executives of the Company, as well as a car allowance, vacation time and certain indemnification as permitted by applicable law.

Mr. Buse’s agreement provides for the payment of benefits upon termination of employment under specified circumstances. The agreement also includes confidentiality and non-competition covenants.

Birkett Agreement

On July 1, 2014, the Company entered into an employment agreement with Ms. Birkett. Ms. Birkett’s agreement continues until terminated in accordance with its terms. Ms. Birkett’s employment under the agreement may be terminated at will, at any time, by the Company or Ms. Birkett, with or without cause.

Ms. Birkett’s agreement provides for: (i) an annual base salary of $400,000, subject to annual review by the Committee (which has increased to $500,000); (ii) eligibility to participate in the Company’s annual management incentive

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compensation program, with a bonus target of 50% of annual base salary and a bonus range between 25% and 75% of annual base salary; (iii) during the term of the agreement, restricted stock or stock option awards, and (iv) eligibility to participate in the Company’s welfare and certain benefit plans to the extent generally applicable to other executives of the Company, as well as a car allowance, vacation time and certain indemnification as permitted by applicable law.

Ms. Birkett’s agreement includes payment of certain relocation expenses if Ms. Birkett’s employment is terminated for any reason, whether for cause, good reason, or due to death or disability, upon which the Company will reimburse Ms. Birkett for reasonable out-of-pocket costs and expenses to return Ms. Birkett and her family, and their household goods, to Australia.

Ms. Birkett’s agreement also provides for the payment of benefits upon termination of employment under specified circumstances. The agreement also includes confidentiality and non-competition covenants.

Cook Agreement

Effective February 1, 2018, the Company entered into an employment agreement, which provides for: (i) an annual base salary of $400,000, subject to annual review by the Committee; (ii) eligibility to participate in the Company’s annual management incentive compensation program, with a bonus target of 50% of annual base salary and a bonus range between 25% and 75% of annual base salary; (iii) during the term of the agreement, restricted stock or stock option awards as may be determined by the Board or its committees from time to time, and (iv) eligibility to participate in the Company’s welfare and certain benefit plans to the extent generally applicable to other executives of the Company, as well as a car allowance, vacation time and certain indemnification as permitted by applicable law.

Mr. Cook’s agreement provides for the payment of benefits upon termination of employment under specified circumstances. The agreement also includes confidentiality and non-competition covenants.