SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) April 2, 2018

Multi-Color Corporation

(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

Registrant’s telephone number, including area code (513) 381-1480

(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark is the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act  ☐

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

(e) On April 2, 2018, in conjunction with the terms of the respective employment or service agreement, Multi-Color Corporation (the “Company”) awarded restricted shares of common stock of the Company and restricted share units (“RSUs”) of the Company to the following executive officers and in the following amounts (RSU amounts reflect target award levels):

Oliver Apel – 1,439 restricted shares; 4,318 RSUs

Michael Cook – 1,515 restricted shares; 4,545 RSUs

Michael Henry – 3,788 restricted shares; 11,364 RSUs

Effective April 2, 2018, upon the recommendation of the Compensation and Organizational Development Committee (the “Committee”) of the Board of Directors (the “Board”) of the Company, the Board awarded restricted shares of common stock of the Company and RSUs of the Company to the following executive officer and in the following amounts (RSU amount reflects target award level):

Sharon Birkett – 1,894 restricted shares; 5,682 RSUs

The awards are authorized by and are being made pursuant to the Company’s 2012 Stock Incentive Plan as approved by shareholders at the Company’s 2012 Annual Meeting of Shareholders.

The restricted shares vest according to a time-based schedule in equal annual installments on each of the first three anniversaries of the grant date. The awards underlying the RSUs vest upon the achievement by the Company of a growth in core earnings per share goal at the end of a three year measurement period. Each executive officer listed above is eligible to receive between 0 and 150% of his or her target RSU award, based on the level of achievement of this growth in core earnings per share goal.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.