DEF 14A



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We have elected to take advantage of Securities and Exchange Commission rules that allow us to furnish proxy materials to shareholders on the internet. On or about the date of this letter, we began mailing a Notice of Internet Availability of Proxy Materials to shareholders of record at the close of business on March 11, 2016. At the same time, we provided those shareholders with access to our online proxy materials and filed our proxy materials with the Securities and Exchange Commission. We believe furnishing proxy materials to our shareholders on the internet will allow us to provide our shareholders with the information they need, while lowering the costs of delivery of our proxy materials and reducing the environmental impact of the Annual Meeting.



Proposal:	Voting Options	Board Recommendation
No. 1 — Election of Directors: Election of Carlos V. Duno, Ginger M. Jones and Eileen A. Mallesch to serve as Class II directors.	For, Withhold (as to any nominee) or Abstain	FOR each of Mr. Duno, Ms. Jones and Ms. Mallesch

No. 2 — Advisory Say-on-Pay: RESOLVED, that the stockholders of the Company approve, on an advisory and non-binding basis, the compensation of the Company’s named executives, as disclosed in the proxy statement, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, pursuant to Item 402 of Regulation S-K.	For, Against or Abstain	FOR

No. 3 — Approval of Libbey Inc. 2016 Omnibus Incentive Plan: Approval of the Libbey Inc. 2016 Omnibus Incentive Plan.	For, Against or Abstain	FOR

No. 4 — Ratification of Independent Auditor: Ratification of the appointment of Deloitte & Touche LLP as Libbey’s independent auditors for the 2016 fiscal year.	For, Against or Abstain	FOR

Director Independence and Diversity. In January 2016, we decreased the size of our Board from nine to eight after Stephanie A. Streeter resigned as Chief Executive Officer and a member of the Board. Of our eight current directors, seven are independent as defined in the NYSE MKT Company Guide. In February 2016, Peter C. McC. Howell notified the Board that he will not seek reelection at the May 10, 2016 Annual Meeting of shareholders. Our Board has nominated Eileen A. Mallesch to stand for election at the May 10, 2016 Annual Meeting of shareholders. Our Board thoughtfully and deliberately reviews its membership in an effort to maintain a diverse but balanced mix of viewpoints, experience, tenures and skills. Upon Ms. Mallesch's election to the Board, four of our eight directors will have tenures of less than eight years and four of our directors will be women. In addition, two of our directors are minorities.

Executive pay highlights. The Compensation Committee generally targets pay opportunities for our executives at or near the median of our peer group, with variances from the median depending on an evaluation of relevant factors, including experience, time in position, individual performance, anticipated ability to positively affect our performance and what is needed to attract the best talent for key positions, particularly when the Company recruits from much larger companies. The executive pay study commissioned by the Committee in the fall of 2014 disclosed that base salaries and annual and long-term incentive opportunities for most positions were generally within a reasonable range of the median, but that Ms. Buck's total compensation and Ms. Streeter's target long-term incentive opportunity were below market.

Mr. Miñarro was promoted to the position of Vice President, General Manager, U.S. and Canada effective April 1, 2015. In connection with his promotion, Mr. Miñarro's base salary and short-term incentive opportunity were increased effective April 1, 2015. With respect to the remaining named executives (other than Mr. White, who joined us in July 2015), no adjustments were made to target incentive opportunities for 2015. Base salaries for the respective named executives (other than Mr. White) were increased, effective April 1, 2015, by between 3.0% and 12.4%, depending on the executive and the factors cited above.

The final decisions with respect to our 2015 executive pay program were made in February 2016, when the Committee assessed our performance under our 2015 SMIP and the performance cash component of our 2013 LTIP. For all of the named executives, payouts under the 2015 SMIP were dependent on company-wide performance. While the terms of the SMIP allow potential modification (up or down) to each named executive's payout by as much as 25% of the amount earned, depending on individual performance against goals, Mr. Foley recommended to the Committee, and the Committee concurred, that in light of the Company's overall performance in 2015, the payout amounts earned by each named executive should not be modified, despite any extraordinary individual performance.

2015 SMIP. The extent to which we achieved targeted company-wide revenue growth (net sales) represented 33% of the named executives' respective target SMIP opportunities; the extent to which we achieved company-wide adjusted EBIT represented 34% of their target opportunities; and the extent to which we achieved company-wide working capital (defined as net inventory plus net accounts receivable less accounts payable) as a percentage of net sales represented the remaining 33% of their target opportunities. In 2015, we achieved company-wide net sales (calculated using budgeted exchange rates) of $844.6 million, representing 96.5% of targeted net sales, resulting in an unmodified payout percentage equal to 67% of the target opportunity for that measure. We achieved only $77.0 million of adjusted EBIT (calculated using budgeted exchange rates), or 86.5% of target, and our working capital (defined as net inventory plus net accounts receivable less accounts payable) as a percentage of net sales (in each case calculated using budgeted exchange rates) was 25.3%, compared to a target of 21.4%. Because our performance for each of these measures was below the threshold level of performance, no payout was earned with respect to either measure. Since no adjustments were made based on individual performance, each named executive was paid an award equal to 22.1% of target.

2013 LTIP Performance Cash. In February 2016, our Compensation Committee also reviewed our performance under the performance cash component of the 2013 LTIP, which covered the three-year performance cycle ended December 31, 2015. Payouts for all of the named executives were determined based 50% on company-wide average adjusted EBITDA margin over the performance cycle and 50% on the ratio of company-wide year-end net debt to average adjusted EBITDA over the performance cycle. Applying the payout scales described on page 43 below, the Committee determined that the Company's average adjusted EBITDA margin for the three-year performance cycle was 15.0%, or 93.5% of target, and that the Company's net debt to average adjusted EBITDA ratio for the performance cycle was 3.04, or 87.6% of target, resulting in payouts equal to 76.3% of the target opportunities for the respective named executives.



What We Do		What We Don't Do
ü	We tie pay to performance by ensuring that a significant portion of executive pay is performance-based and at-risk. We set clear financial goals for corporate performance, and we differentiate based on individual performance against objectives determined early in the year.	x	We do not provide tax gross-ups except on relocation assistance.
		x	We do not maintain compensation programs that we believe create undue risks for our business.
ü	Periodically, we review market data relative to our peer group of companies, and we utilize tally sheets to ensure that compensation opportunities are consistent with the intent of our Compensation Committee.	x	We do not provide significant additional benefits to executive officers that differ from those provided to all other U.S. employees.
		x	We do not permit repricing of stock options or SARs, nor do we permit buyouts of underwater stock options or SARs.
ü	We mitigate undue risk by placing substantial emphasis on long-term incentives and utilizing caps on potential payouts under both our annual and long-term incentive plans, clawback provisions in our Omnibus Incentive Plan, reasonable retention strategies, performance targets and appropriate Board and management processes to identify and manage risk.	x
		x	We do not permit hedging, pledging and engaging in transactions involving derivatives of our stock.
		x	Effective with Mr. Foley's January 12, 2016 assumption of the role of Chairman and CEO, we do not have an employment agreement with our CEO, nor is our CEO covered by our Executive Severance Compensation Policy.
ü	Effective December 31, 2015, we terminated all remaining employment agreements with our non-CEO executive officers, aligning their post-employment and change in control benefits.
ü	We have modest post-employment and change in control arrangements that apply to our executive officers, with severance multiples of less than or equal to 2.5X.



Proposal:	Voting Options	Board Recommendation

No. 1 — Election of Directors: Election of Carlos V. Duno, Ginger M. Jones and Eileen A. Mallesch to serve as Class II directors	For, Withhold (as to any nominee) or Abstain	FOR each of Mr. Duno, Ms. Jones and Ms. Mallesch

No. 2 — Advisory Say-on-Pay: RESOLVED, that the stockholders of the Company approve, on an advisory and non-binding basis, the compensation of the Company’s named executives, as disclosed in this proxy statement, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, pursuant to Item 402 of Regulation S-K	For, Against or Abstain	FOR

No. 3 — Approval of the Libbey Inc. 2016 Omnibus Incentive Plan: Approval of the Libbey Inc. 2016 Omnibus Incentive Plan	For, Against or Abstain	FOR

No. 4 — Ratification of Independent Auditor: Ratification of the appointment of Deloitte & Touche LLP as Libbey’s independent auditors for the 2016 fiscal year	For, Against or Abstain	FOR



		Vote by telephone: Call on a touch-tone telephone, toll-free 1-800-690-6903, 24 hours a day, seven days a week, until 11:59 p.m., eastern daylight savings time, on May 9, 2016. Make sure you have your proxy card, notice document or email that you received and follow the simple instructions provided.

		Vote over the internet: Go to www.proxyvote.com, 24 hours a day, seven days a week, until 11:59 p.m., eastern daylight savings time, on May 9, 2016. Make sure you have available the proxy card, notice document or email that you received and follow the simple instructions provided.

		Vote by mail: If you received printed copies of the proxy materials by mail, you may mark, date and sign the enclosed proxy card and return it in the postage-paid envelope that was provided to you. You should sign your name exactly as it appears on the proxy card. If you are signing in a representative capacity (for example, as guardian, executor, trustee, custodian, attorney or officer of a corporation), you should indicate your name and title or capacity.

		Vote in person at the annual meeting: Bring the proxy card, notice document or email you received and bring other proof of identification and request a ballot at the meeting.

If you hold your shares in street name — in other words, you hold your shares through a broker or other nominee — you will receive from your broker a notice regarding availability of proxy materials that will tell you how to access our proxy materials and provide voting instructions to your broker over the internet. It also will tell you how to request a paper or e-mail copy of our proxy materials. If you hold your shares in street name and do not provide voting instructions to your broker, your shares will not be voted on any proposals on which your broker does not have discretionary authority to vote, including Proposals 1 through 3.

If you participate in one of our 401(k) plans, and if you have investments in the Libbey Inc. stock fund and have an e-mail address provided by Libbey for business purposes, you will receive an e-mail message at your Libbey-provided e-mail address containing instructions that you must follow in order for shares in your account to be voted. If you participate in one of our 401(k) plans, have investments in the Libbey Inc. stock fund and do not have an e-mail address provided by Libbey for business purposes, you will receive instructions from the trustee of the applicable 401(k) plan that you must follow in order for shares in your account to be voted.



Proposal		Required Vote
Proposal 1 — Election of Carlos V. Duno, Ginger M. Jones and Eileen A. Mallesch as Class II directors		Since the election of directors is uncontested, each director must receive the vote of the majority of the votes cast with respect to such director’s election.

Proposal 2 — Advisory Say-on-Pay		The affirmative vote of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the proposal.

Proposal 3 — Approval of Libbey Inc. 2016 Omnibus Incentive Plan		The affirmative vote of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the proposal.

Proposal 4 — Ratification of Independent Auditors		The affirmative vote of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the proposal.

Votes cast in person or by proxy will be tabulated by the inspector of elections appointed for the meeting and will determine whether a quorum is present. Abstentions will be counted as shares that are present and entitled to vote for purposes of determining whether a quorum is present. For purposes of determining whether the shareholders have approved a matter, abstentions are not treated as votes cast ‘‘for,’’ ‘‘against’’ or ‘‘withheld,’’ and therefore will have no effect on the outcome of any of Proposals 1 – 4. Additionally, broker non-votes will not be considered as present and entitled to vote with respect to any of Proposals 1 – 3. The common stock outstanding on the record date held by the trustee under Libbey’s 401(k) plans will be voted by the trustee in accordance with instructions from participants in those plans. Votes will not be cast with respect to those shares in the plans for which no instructions are received.

A shareholder desiring to submit a proposal for inclusion in our Proxy Statement for our Annual Meeting to be held in 2017 must deliver the proposal so that we receive it no later than November 29, 2016. Any proposal submitted outside the processes of Rule 14a-8 under the Exchange Act will be considered untimely if submitted after February 12, 2017. A shareholder desiring to nominate one or more directors for election at our 2017 Annual Meeting must deliver the written nomination no earlier than January 10, 2017, and no later than February 9, 2017. All such proposals must be addressed to Susan A. Kovach, Vice President, General Counsel and Secretary, Libbey Inc., 300 Madison Avenue, P.O. Box 10060, Toledo, Ohio 43699-0060.

Our Board of Directors, which currently has eight directors, is divided into three classes. The term of office for members of Class II of the Board of Directors will expire on the date of the Annual Meeting in 2016. In February 2016, Peter C. McC. Howell notified the Board that he would not stand for reelection. Upon the recommendation of the Nominating and Governance Committee of the Board, the Board has determined that Eileen A. Mallesch possesses the desired knowledge and experience to serve on the Board. Accordingly, the Board has nominated Ms. Mallesch, as well as Carlos V. Duno and Ginger M. Jones, for election to Class II. Upon the retirement of Mr. Howell and the addition of Ms. Mallesch, our Board of Directors will have eight directors, with each of Classes II and III having three directors and Class I having two directors.



Pay Objective		Supportive Components of 2015 Pay Program
Align interests of executives and shareholders	•	Annual and long-term incentive plans that are performance-based
	•	For named executives, 60% to 80% of target pay opportunities are “at risk”
	•	Growth in our stock price is required in order to deliver any value to named executives pursuant to non-qualified stock options, which we refer to as NQSOs, and SARs
	•	RSUs directly align interests of executives and shareholders
	•	Stock ownership / retention guidelines designed to require our executives to own meaningful amounts of our stock

Attract and retain highly-talented and experienced senior executives who are key to implementing our strategy and achieving future success	•	Market-driven total pay package
	•	NQSO and RSU grants that vest ratably over four years, and special "new hire" awards to attract top talent

Align executive pay program with corporate governance best practices	•	Limited perquisites (tax return preparation and financial planning, executive health screening program, limited ground transportation and airline club membership), but no tax gross-ups on these perquisites
	•	Limited severance pay arrangements
	•	No tax gross-ups except on relocation assistance
	•	Stock ownership / retention guidelines designed to require executives to own meaningful amounts of our stock
	•	Annual and long-term incentive awards and RSU, SAR and NQSO awards are subject to clawback

We currently provide equity-based compensation under the terms of our Amended and Restated Libbey Inc. 2006 Omnibus Incentive Plan (the "2006 Omnibus Incentive Plan"), which was approved by the shareholders at the 2010 Annual Meeting of shareholders. As of March 11, 2016, only 195,242 shares remained available for grant under our 2006 Omnibus Incentive Plan, with 1,315,851 shares subject to outstanding awards under it. We are submitting the Libbey Inc. 2016 Omnibus Incentive Plan (the "2016 Omnibus Plan") to our shareholders for approval in order to ensure that we have a sufficient number of shares available for issuance in the form of stock awards and stock options in the future to fulfill the purpose of the plan as described below.



Key Features of the 2016 Omnibus Plan
Plan Administrator	Compensation Committee
Award Types	Stock options (both nonqualified and incentive stock options), stock appreciation rights, which we refer to as SARs, restricted stock, restricted stock units, which we refer to as RSUs, performance shares, performance units, cash based awards and other stock-based awards. We refer to grants of options, SARs, restricted stock, RSUs, performance shares, performance units, cash-based awards and other stock-based awards collectively as Awards
Effective Date	May 10, 2016, if approved by our shareholders
Plan Term	10 years from the Effective Date
Eligible Participants	Employees of the Company and its affiliates (approximately 6,500) and non-employee members of the Board of Directors
Total Shares Authorized/ Available	1,200,000
Individual Share Limits	• The maximum aggregate number of shares subject to Awards made to non-employee directors is 150,000, and the maximum aggregate number of shares subject to Awards to any one non-employee director in any calendar year is 20,000 • The maximum aggregate number of shares subject to stock options or SARS granted to any one participant in any calendar year is 500,000 • The maximum aggregate grant of Awards of restricted stock, RSUs, performance units or performance shares to any one participant in any calendar year is 500,000 shares (or, in the case of performance units, the value of 500,000 shares determined as of the date of payment)



No repricing or exchanging stock options or SARs without shareholder approval	The 2016 Omnibus Plan prohibits stock option repricing and the exchange for cash of underwater sock options.
No discounted stock options or SARs, except in the case of mergers and acquisitions to maintain existing structure of awards	The 2016 Omnibus Plan prohibits discounted stock options except for those issued in substitution of outstanding awards in the context of mergers and acquisitions.
No reloads	The 2016 Omnibus Plan prohibits the automatic reload of stock options.
No liberal share counting	Under the 2016 Omnibus Plan, the following constitute delivered shares, will not be available for future Awards under the 2016 Omnibus Plan and will continue to be counted as outstanding for purposes of determining whether award limits have been reached: • shares that are withheld from an Award or separately surrendered by the participant in payment of the exercise or purchase price or in payment of taxes relating to the Award; and • shares that are not issued or delivered as a result of the net settlement of an outstanding stock option or SAR.
Minimum 1-year vesting period	Except with respect to a maximum of 5% of the shares authorized for issuance under the 2016 Omnibus Plan, full-value awards that vest based on continued employment may vest no more rapidly than annual pro rata vesting over a three-year period, with the first vesting date occurring no earlier than the first anniversary of the date on which the awards are approved, and any full-value awards that vest based on attainment of performance goals must provide for a performance period of at least 12 months. Awards of stock options and SARs that vest on the basis of continued employment may vest no earlier than the first anniversary of the date on which the awards are approved.
Double trigger change in control vesting	If replacement awards are granted to participants in connection with a change in control, vesting of the stock options and/or SARs that they replace and that vest based on continued service generally will not be accelerated solely as a result of the change in control. Awards that are based on achievement of performance measures generally will be prorated as of the date of the change in control and deemed earned if and to the extent the performance measures actually are met as of that date unless the extent to which the performance measures actually are achieved as of that date cannot reasonably be determined by the Compensation Committee. In that case, the awards will be prorated and deemed earned at target.
Administered by an independent committee	Each member of the Compensation Committee is "independent," as defined under NYSE MKT exchange rules, and each is an "outside director," as defined in 26 CFR §1.162-27.



No dividend equivalents on stock options and SARs, and dividend equivalents on performance share and performance units only to the extent they are actually earned	No dividend equivalents may be granted on awards of options and SARs. Dividend equivalents may be granted on awards of performance shares and performance units, but they will be held in escrow or deemed reinvested in additional performance shares or performance units until the performance measures are achieved and will be paid only to the extent the underlying performance shares or performance units actually are earned.
Awards subject to clawback/ forfeiture	Awards under the 2016 Omnibus Plan are subject to forfeiture and clawback under the Dodd-Frank Wall Street Reform and Consumer Protection Act, as amended, and under any clawback policy that we may have in place at any time.

In determining the share authorization for the 2016 Omnibus Incentive Plan, the Compensation Committee and our Board reviewed our current and proposed equity dilution from equity plans (as set forth below), our historical use of equity awards, including our run rate (as set forth below), and projections regarding possible future equity grants assuming that our shareholders approve the 2016 Omnibus Plan and that the types of awards we grant in the future are consistent with our past practice. Based on those assumptions, the Compensation Committee and our Board determined that it would be in the Company's best interests to seek approval of a share authorization that is likely to last approximately five years. Consequently, the Compensation Committee and the Board determined that a share authorization of 1,200,000 shares would best enable the Company to accomplish its objectives.

Administration. The 2016 Omnibus Plan is generally administered by the Compensation Committee of our Board, or any subcommittee thereof, although the full Board of Directors may function as the Compensation Committee. The Committee is authorized to determine (a) the individuals, who we refer to as Participants, who will receive Awards, (b) when they will receive Awards, (c) the number of shares to be subject to each Award, (d) the price of the Awards granted, (e) payment terms, (f) payment method and (g) the expiration date applicable to each Award. The Committee is also authorized to accelerate the vesting of Awards and to adopt, amend and rescind rules relating to the administration of the 2016 Omnibus Plan. From time to time the Committee may delegate its authority to grant or amend awards to Libbey’s officers, but the delegation must set forth the total number of Awards the officer may grant, and the officer must report periodically to the Committee regarding the nature and scope of the Awards granted. The Committee may not, however, delegate to senior executives of the Company who are subject to Section 16 of the Securities Exchange Act of 1934, as amended, authority to grant to, or to amend awards previously granted to, any individual who is subject to Section 162(m) of the Code.

Amendment and Termination. The Committee may at any time amend, modify, suspend or terminate the 2016 Omnibus Plan or any Award made under the 2016 Omnibus Plan, but the Committee may not, without shareholder approval except as described above under “Can there be adjustments in the number and kind of shares granted under the 2016 Omnibus Plan?”, (a) reprice, replace or regrant, through cancellation and substitution of another Award, options or SARs, (b) lower the option price or grant price of an option or SAR or (c) exchange for cash underwater options or SARs. If shareholder approval for any amendment to the 2016 Omnibus Plan is required by law, regulation or stock exchange rule, then neither the Committee nor Libbey is authorized to amend the 2016 Omnibus Plan without shareholder approval. However, the Board of Directors may amend the 2016 Omnibus Plan or an Award to comply with law and administrative regulations.

Vesting. Except with respect to a maximum of 5% of the shares authorized for issuance under the 2016 Omnibus Plan, and subject to the Compensation Committee's administrative authority described above, any full-value Awards that vest on the basis of the Participant’s continued employment with or service to the Company may vest no more rapidly than annual pro rata vesting over a three-year period, with the first vesting date occurring no earlier than the first anniversary of the date on which such Awards are approved, and any full-value Awards that vest upon the attainment of performance goals shall provide for a performance period of at least 12 months. Awards of SARs and/or stock options that vest on the basis of the Participant’s continued employment with or service to the Company may vest no earlier than the first anniversary of the date on which such Awards are approved.

However, there are certain requirements under the Code that apply to incentive stock options, including requirements that incentive stock options: (1) must have an exercise price per share of stock of not less than 100% of the fair market value on the date of grant; (2) may only be granted to employees; and (3) may not have a term longer than ten years after the date of grant. In the case of an incentive stock option granted to an individual who owns, or is deemed to own, at least 10% of the total combined voting power of all classes of our stock, the exercise price must be at least 110% of the fair market value of the stock underlying the subject options on the date of grant, and the incentive stock option must expire no later than the fifth anniversary of the date of its grant.

Restricted Stock. Restricted stock is the grant of shares that are nontransferable and may be subject to substantial risk of forfeiture until specific conditions are met. During the period of restriction, Participants holding shares of restricted stock may have full voting and dividend rights with respect to the shares. The restrictions on the restricted stock will lapse based upon conditions determined by the Committee at the time of grant. The restrictions can be time- or performance-based, including based on the performance criteria described in “Performance Units/ Performance Shares” below.

Performance Units/ Performance Shares. Performance Units give the Participant the right to receive an amount designated as a “unit” at the end of a specified performance period, provided that specified performance measures are satisfied. Performance Shares give the Participant the right to receive shares or cash based on the value of shares of our common stock at the end of a specified performance period, provided that specified performance measures are satisfied. The performance periods and performance measures are determined by the Committee at the time of grant, but the performance measures are limited to the following performance measures:

Dividend Equivalents. Dividend equivalents give the participant the right to receive dividends on stock subject to another type of Award, or, if the grant is independent of another Award, on a number of shares set by the Committee at the time of the grant of the dividend equivalent. A dividend equivalent may be payable at the same time dividends are otherwise payable on the shares or at the time the shares subject to a corresponding Award are otherwise deliverable, if later. No dividend equivalents may be granted with respect to Awards of Options or SARs, and dividend equivalents that are granted with respect to performance shares or performance units will be deemed placed in escrow or reinvested in performance shares or performance units until actually earned. Dividend equivalents payable with respect to performance shares or performance units will be paid only to the extent the performance shares or performance units underlying them actually are earned.

full upon the occurrence of a change in control (as defined in the 2016 Omnibus Plan), unless the Participant is provided with a replacement award that relates to a publicly traded security with a value and terms and conditions that are at least equal to the value of the Award being replaced. In connection with any change in control, the Committee, in its sole discretion, may (1) provide for the cancellation or termination of any Award in exchange for a cash payment (or delivery of shares of stock, other securities or a combination of stock or other securities equivalent to the cash payment), or (2) provide that the time period in which a Participant may exercise options or SARs shall be extended, but not beyond the original expiration date.

In the event of a corporate event or transaction, including merger, consolidation, reorganization, recapitalization, separation, partial or complete liquidation, stock split, stock dividend, reverse stock split, split up, spin-off or other distribution of stock or property, combination of shares, exchange of shares or other similar change in capital structure, the Compensation Committee may, in its discretion, adjust the number and kind of shares granted under the 2016 Omnibus Plan, the number and kind of shares subject to Awards and the exercise or grant price of outstanding stock options or SARs.

Nonqualified Stock Options. For U.S. federal income tax purposes, an optionee generally will not recognize taxable income at the time a non-qualified stock option is granted under the 2016 Omnibus Plan. Upon exercise of a non-qualified stock option, the optionee will recognize ordinary income, and we generally will be entitled to a deduction. The amount of income recognized (and the amount deductible by Libbey) generally will be equal to the excess, if any, of the fair market value of the shares at the time of exercise over the aggregate exercise price paid for the shares, regardless of whether the exercise price is paid in cash or in shares or other property. An optionee’s basis for the stock for purposes of determining his or her gain or loss upon a subsequent disposition of the shares generally will be the fair market value of the stock on the date of exercise of the non-qualified stock option, and any subsequent gain or loss generally will be taxable as capital gain or loss.

Incentive Stock Options. An optionee generally will not recognize taxable income either at the time an incentive stock option is granted or when it is exercised. However, the amount by which the fair market value of the shares at the time of exercise exceeds the exercise price will be an “item of tax preference” to the optionee for purposes of alternative minimum tax. Generally, upon the sale or other taxable disposition of the shares acquired upon exercise of an incentive stock option, the optionee will recognize taxable income. If shares acquired upon the exercise of an incentive stock option are held for the longer of two years from the date of grant or one year from the date of exercise, the gain or loss (in an amount equal to the difference between the fair market value on the date of sale and the exercise price) upon disposition will be treated as

a long-term capital gain or loss, and we will not be entitled to any deduction. If this holding period is not met and the stock is sold for a gain, then the difference between the option price and the fair market value of the stock on the date of exercise will be taxed as ordinary income, and any gain over that will be eligible for long- or short-term capital gain treatment. If the holding period is not met and the shares are disposed of for less than the fair market value on the date of exercise, then the amount of ordinary income is limited to the excess, if any, of the amount realized over the exercise price paid. We generally will be entitled to a deduction in the amount of any ordinary income recognized by the optionee.

Restricted Stock. A Participant to whom restricted stock is issued generally will not recognize taxable income upon the issuance of the restricted stock, and we generally will not then be entitled to a deduction, unless the Participant makes an election under Section 83(b) of the Code. However, when restrictions on shares of restricted stock lapse and the shares are no longer subject to a substantial risk of forfeiture, the Participant generally will recognize ordinary income, and we generally will be entitled to a deduction for an amount equal to the excess of the fair market value of the shares at the date the restrictions lapse over the purchase price of the shares. If the Participant makes an election under Section 83(b) of the Code, then the Participant generally will recognize ordinary income at the date of issuance equal to the excess, if any, of the fair market value of the shares at that date over the purchase price for the shares, and we will be entitled to a deduction for the same amount.

Section 162(m) Limitation. In general, under Section 162(m), income tax deductions of publicly-held corporations may be limited to the extent total compensation (including base salary, annual bonus, stock option exercises and non-qualified benefits paid) for certain executive officers exceeds $1,000,000 (less the amount of any “excess parachute payments” as defined in Section 280G of the Code) in any one year. However, under Section 162(m), the deduction limit does not apply to certain “performance-based compensation” that is established by an independent compensation committee and that is adequately disclosed to, and approved by, shareholders. In particular, Awards of stock options and SARs under the 2016 Omnibus Plan will satisfy the “performance-based compensation” exception if the awards are made by a qualifying compensation committee, the 2016 Omnibus Plan sets the maximum number of shares that can be granted to any person within a specified period and the compensation is based solely on an increase in the stock price after the grant date (i.e., the option exercise price is equal to or greater than the fair market value of the stock subject to the award on the grant date). Awards of restricted stock, restricted stock units, performance units, performance share and other cash-based or equity-based awards granted under the 2016 Omnibus Plan may qualify as “qualified performance-based compensation” for purposes of Section 162(m) if the Awards are granted or vest upon pre-established objective performance measures based on the performance goals described above under “Performance Units/ Performance Shares.”



LIBBEY 2016 OMNIBUS INCENTIVE PLAN
Name and Position	Dollar Value ($)	Estimated Number of Shares (#)⁽¹⁾
Carlos V. Duno, Director	80,000	4,221
William A. Foley, Chairman of the Board	80,000	4,221
Peter C. McC. Howell, Director	80,000	4,221
Ginger M. Jones, Director	80,000	4,221
Theo Killion, Director	80,000	4,221
Deborah G. Miller, Director	80,000	4,221
Carol B. Moerdyk, Director	80,000	4,221
John C. Orr, Director	80,000	4,221
All non-executive directors as a group	640,000	33,738

⁽¹⁾ The estimate is based on the closing price of our common stock ($18.95) on the NYSE MKT exchange on March 11, 2016. The actual number of shares will be determined based on the closing price of our common stock on the NYSE MKT exchange on May 10, 2016.

Non-Management Director Stock Ownership / Retention Guidelines. For many years we have had guidelines pursuant to which our non-management directors were required to achieve ownership of meaningful amounts of equity in Libbey. In late 2015, we elected to transition our non-management director stock ownership guidelines to stock retention guidelines. This decision was made in order to provide greater parity between long-time non-management directors and our newer non-management directors, to further align our non-management directors' interests with those of shareholders, and to further promote our commitment to sound corporate governance. Under the retention guidelines, which we refer to as the Director Retention Guidelines, each non-management director is generally required to retain, until the first to occur of his or her death or retirement from the Board, 100% of the shares of Libbey common stock issued to him or her on the date of each annual shareholders meeting and all other shares of Libbey common stock that he or she owned as of November 1, 2015 or otherwise may acquire after November 1, 2015. The Director Retention Guidelines do not apply to cash or stock compensation that was deferred by a non-management director, before November 1, 2015, pursuant to any of our deferred compensation plans covering non-management directors if:

The following table shows, as of March 11, 2016, the number of shares of our common stock and percentage of all issued and outstanding shares of our common stock that are beneficially owned by our directors (including Mr. Howell, who will not be standing for reelection at our 2016 Annual Meeting of shareholders), the named executives (including those who were no longer employed by us at that date) and our directors and executive officers as a group. Our address, as set forth on the Notice of Annual Meeting of Shareholders, is the address of each director and named executive set forth below. The shares owned by the named executives set forth below include the shares held in their accounts in our 401(k) plan. An asterisk indicates ownership of less than one percent of the outstanding stock.



Name of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class
Sherry Buck⁽¹⁾⁽²⁾	45,959	*
Carlos V. Duno⁽³⁾	33,668	*
William A. Foley⁽³⁾	99,811	*
Anthony J. Gardner, Jr.^(1)(2)(4)	6,858	*
Ginger M. Jones	5,186	*
Peter C. McC. Howell⁽³⁾⁽⁵⁾	32,321	*
Theo Killion	2,968	*
Deborah G. Miller⁽³⁾	20,941	*
Salvador Miñarro Villalobos⁽¹⁾⁽²⁾	77,772	*
Carol B. Moerdyk⁽³⁾	34,682	*
John C. Orr⁽³⁾	26,647	*
Stephanie A. Streeter^(1)(2)(4)	170,998	*
James H. White⁽¹⁾⁽²⁾	0	*
Directors and Executive Officers as a Group^(1)(2)(3)(4)	432,897	1.98%



Standing for Election – Class II
		Professional Experience: Mr. Duno is the Owner and Chief Executive Officer of The Hire Firm (since 2006), the premier recruiting and staffing firm in Northern New Mexico, and Owner and Chief Executive Officer of CDuno Consulting (since 2004). From 2001 to 2004, Mr. Duno served as Chairman of the Board and Chief Executive Officer of Clean Fuels Technology, a leading developer of emulsified fuels for transportation and power generation applications. Mr. Duno’s glass industry experience began during his six years as President of Business Development and Planning for Vitro S.A. in Monterrey, Mexico from 1995 to 2001. Mr. Duno’s earlier professional experience includes a two-year term as Vice President Strategic Planning for Scott Paper Company and several years with McKinsey & Co. and Eli Lilly. Education: Mr. Duno holds a B.S. in industrial engineering from the National University of Mexico, and an M.B.A. in finance and an M.S. in industrial engineering, both from Columbia University. He also is certified in leadership and transition coaching by the Hudson Institute of Coaching. Public Company Boards: None. Director Qualifications: • Strategic planning in international organizations • Glass industry experience, both at Vitro S.A. and as a former director of Anchor Glass Container Corporation
Carlos V. Duno Age 68 Director since 2003

		Professional Experience: Ms. Jones is the Vice President, Chief Financial Officer of Cooper Tire & Rubber Company (NYSE: CTB), where she has served since December 2014. She joined Cooper from Plexus Corp. (NASDAQ: PLXS), a global electronics, engineering and manufacturing services company, where she served as Chief Financial Officer since 2007 and was responsible for all finance, treasury, investor relations and information technology functions. A certified public accountant, Ms. Jones began her career with Deloitte & Touche, culminating in her role as audit manager for audits of middle market companies. Education: She holds a bachelor’s degree in accounting from the University of Utah and an M.B.A. from The Ohio State University Fisher College of Business. Public Company Boards: None. Director Qualifications: • Experience as chief financial officer of a public company with over $2 billion in revenues • Significant executive leadership experience in financial strategy and experience in public audit functions, resulting in her qualification as an audit committee financial expert • Experience in global supply chain
Ginger M. Jones Age 51 Director since 2013



		Professional Experience: Ms. Mallesch served as Senior Vice President and Chief Financial Officer of the property and casualty insurance business of Nationwide Insurance from 2005 to 2009. Previously, Ms. Mallesch was employed by General Electric, where she served as Senior Vice President and Chief Financial Officer of Genworth Financial Life Insurance Company from 2003 to 2005; Vice President and Chief Financial Officer of GE Financial Employer Services Group from 2000 to 2003; and Controller for GE Americom from 1998 to 2000. Ms. Mallesch’s positions before 2000 include International Business Area Controller, Energy Ventures for Asea Brown Boveri, Inc., a multinational power and automation technologies company, and financial management positions with PepsiCo, Inc. (NYSE: PEP). Ms. Mallesch is a certified public accountant and began her career as a senior auditor with Arthur Andersen. Education: Ms. Mallesch holds a bachelor's degree in accounting from City University of New York. Public Company Boards: Ms. Mallesch currently serves on the boards of directors of State Auto Financial Corp. (NASDAQ: STFC) (since 2010) and Bob Evans Farms, Inc. (NASDAQ: NOBE) (since 2008). Director Qualifications: • Significant financial and enterprise risk management expertise • Public company board and corporate governance experience • Experience with mergers, acquisitions and divestitures • International business experience • Foodservice and consumer products industry knowledge
Eileen A. Mallesch Age 60 Nominated in 2016



		Professional Experience: Mr. Foley has been Libbey's Chief Executive Officer and Chairman of the Board since January 12, 2016. Before assuming the role of Chief Executive Officer and Chairman of the Board, Mr. Foley served as Independent Chairman of the Board since August 2011 and a Director since 1994. Mr. Foley served as Chairman and Chief Executive Officer of Blonder Accents, LLC from June 2011 until November 2011 and served as Chairman and Chief Executive Officer of Blonder Company from 2008 until June 2011. Previously, Mr. Foley was President and a director of Arhaus, Inc.; co-founder of Learning Dimensions LLC; Chairman and Chief Executive Officer of LESCO Inc.; and Chairman and Chief Executive Officer of Think Well Inc. Mr. Foley also fulfilled the roles of Vice President, General Manager for The Scotts Company Consumer Division, and Vice President and General Manager of Rubbermaid Inc.'s Specialty Products division. Mr. Foley spend the first 14 years of his career with Anchor Hocking Corp. in various positions, including Vice President of Sales & Marketing of the Consumer and Industrial Products Group. Education: Mr. Foley holds a bachelor's degree from Indiana University and an M.B.A. from Ohio University. Public Company Boards: Mr. Foley is currently on the Board of Directors of Myers Industries, Inc. (NYSE: MYE), and has previous experience on the board of LESCO Inc. Director Qualifications: • Consumer product marketing experience, particularly in the glass tableware industry • Significant organizational leadership and management skills • Public company board and corporate governance experience
William A. Foley Class III Age 68 Chairman since August 2011 Director since 1994



		Professional Experience: Mr. Killion served as Chief Executive Officer of Zale Corporation (NYSE: ZLC) from September 2010 until his retirement in July 2014. Prior to his appointment as Chief Executive Officer, Mr. Killion held a variety of other positions with Zale Corporation, including Interim Chief Executive Officer from January 2010 to September 2010, President from August 2008 to September 2010 and Executive Vice President of Human Resources, Legal and Corporate Strategy from January 2008 to August 2008. From May 2006 to January 2008, Mr. Killion was employed with the executive recruiting firm Berglass+Associates, focusing on companies in the retail, consumer goods and fashion industries. From April 2004 through April 2006, Mr. Killion served as Executive Vice President of Human Resources at Tommy Hilfiger. From 1996 to 2004, he held various management positions with Limited Brands. Education: Mr. Killion holds a bachelor’s degree and a masters degree in education from Tufts University. Public Company Boards: Mr. Killion serves on the board of directors of Express, Inc. (NYSE: EXPR) and served on the board of directors of Zale Corporation from September 2010 to May 2014 Director Qualifications: • Extensive experience in retail merchandising, business development and strategic planning • Deep human resources expertise, including in talent identification, evaluation, development and succession planning • Extensive organizational leadership experience in a complex environment • Public company board and corporate governance experience
Theo Killion Age 64 Class III Director since 2014

		Professional Experience: From 2003 to the present, Ms. Miller has been the Chief Executive Officer of Enterprise Catalyst Group, a management consulting firm specializing in high technology and biotechnology transformational applications. Ms. Miller was also President, Chief Executive Officer and Chairman of Ascendent Systems, a provider of enterprise voice mobility solutions, from 2005 to 2007. Ms. Miller has more than 30 years of global management experience, including roles as Chief Executive Officer of Maranti Networks; President and Chief Executive Officer of Egenera; Chief Executive Officer of On Demand Software; and various positions with IBM. Throughout her career, Ms. Miller has contributed to the success of international business enterprises with her innovative approach to sales and marketing. Education: Ms. Miller holds a bachelor’s degree from Wittenberg University, of which she is an Emeritus member of the Board of Directors. Public Company Boards: Ms. Miller has been a member of the Board of Directors of Sentinel Group Funds, Inc. (SENCX) since 1995. Director Qualifications: • Global management experience • Sales and marketing ingenuity • Strategic planning • Extensive information technology experience
Deborah G. Miller Age 66 Class III Director since 2003



		Professional Experience: Ms. Moerdyk retired from OfficeMax Incorporated (formerly Boise Cascade Office Products Corporation) in 2007. At OfficeMax, she served as Senior Vice President, International from August 2004 until her retirement. Previously, she held various roles at Boise Cascade Office Products Corporation, including Senior Vice President Administration, Senior Vice President North American and Australasian Contract Operations, and Chief Financial Officer. Ms. Moerdyk began her professional career as an assistant professor of finance at the University of Maryland. Education: Ms. Moerdyk is a Chartered Financial Analyst and holds a bachelor’s degree from Western Michigan University and a Ph.D. Candidate’s Certificate in finance from the University of Michigan. Public Company Boards: Ms. Moerdyk has served on the Board of Directors of American Woodmark Corporation (NASDAQ: AMWD) since 2005. Director Qualifications: • Significant financial expertise, developed through her experience as a CFA and public company chief financial officer • Public company board and corporate governance experience • Executive leadership and U.S. and international operations experience
Carol B. Moerdyk Class I Age 65 Director since 1998

		Professional Experience: From 2005 until his retirement in December 2015, Mr. Orr served as President, Chief Executive Officer, and a director of Myers Industries, Inc. (NYSE: MYE), an international manufacturer of polymer products for industrial, agricultural, automotive, commercial and consumer markets. Before assuming those positions, Mr. Orr was President and Chief Operating Officer of Myers Industries and General Manager of Buckhorn Inc., a Myers Industries subsidiary. Mr. Orr’s earlier career included 28 years with The Goodyear Tire and Rubber Company, where he gained experience in production and plant management at facilities throughout North America and Australia, eventually holding such positions as Director of Manufacturing in Latin America and Vice President Manufacturing for the entire company worldwide. Education: Mr. Orr holds a B.S. in communication from Ohio University and has additional training from Harvard Business School in business strategy, finance and operations. Public Company Boards: Mr. Orr served on the Board of Myers Industries, Inc. (NYSE: MYE) from May 2005 to December 2015. Director Qualifications: • Extensive international manufacturing and plant management experience • Extensive organizational leadership experience • Public company board and corporate governance experience
John C. Orr Class I Age 65 Lead Director since January 2016; Director since 2008

In connection with Ms. Streeter's departure from the Company on January 11, 2016, the Board reevaluated its leadership structure and appointed Mr. Foley as Chairman and CEO. Previously, Mr. Foley had served as an independent director on the Board since 1994 and as Independent Chairman of the Board since August 2011. The Board believes that the most effective leadership structure at the present time is for Mr. Foley, an experienced director with a history of overseeing the Company's management, to serve as both Chairman and CEO. Combining the Chairman and CEO roles in Mr. Foley demonstrates to our employees, suppliers, customers and other stakeholders that we are under strong leadership, with a single person who has extensive institutional and industry knowledge setting the tone and having primary responsibility for managing our operations.



Standing Committee	Key Functions		Number of 2015 Meetings
Compensation Committee	•	Consider the potential impact of our executive pay program on our risk profile	6
	•	Review executive pay at comparable companies and recommend to the Board pay levels and incentive compensation plans for our executives
	•	Review and approve goals and objectives relevant to the targets of the executive incentive compensation plans
	•	Establish the CEO’s pay, and in determining the long-term incentive compensation component of the CEO’s pay, consider the Company’s performance, relative shareholder return, the value of similar awards to chief executive officers at comparable companies and the awards given to our CEO in prior years
	•	Perform an annual evaluation of the performance and effectiveness of the Compensation Committee
	•	Produce an annual report on executive compensation for inclusion in the proxy statement or annual report on Form 10-K, as required by the SEC
	•	Approve grants of awards under our equity participation plans and provide oversight and administration of these plans

Nominating and Governance Committee	•	Develop and implement policies and practices relating to corporate governance	5
	•	Establish a selection process for new directors to meet the needs of the Board, for evaluating and recommending candidates for Board membership, for assessing the performance of the Board and reviewing that assessment with the Board and for establishing objective criteria to evaluate the performance of the CEO
	•	Review director pay and recommend to the Board pay levels for our non-management directors

Our Board selects new directors following review and evaluation by the Nominating and Governance Committee, which also proposes and reviews the criteria for membership at least biannually and proposes and reviews the selection process. The Nominating and Governance Committee evaluates governance needs and skill requirements, and solicits input from all Board members and makes its recommendation to the Board. An invitation to join the Board is extended by the Chairman of the Board on behalf of the Board. A shareholder who wishes to recommend a prospective nominee for the Board may notify our Corporate Secretary or any member of the Nominating and Governance Committee in writing, including such supporting material as the shareholder deems appropriate. Candidates for director nominated by shareholders will be given the same consideration as candidates nominated by other sources.



	Requisite Characteristics for Board Candidates

	•	the highest professional and personal ethics and values, consistent with longstanding Libbey values and standards
	•	broad experience at the policy-making level in business, government, education, technology or public interest
	•	commitment to enhancing shareholder value
	•	devotion of sufficient time to carry out the duties of Board membership and to provide insight and practical wisdom based upon experience
	•	expertise in areas that add strategic value to the Board. For example, consumer products experience; omni-channel experience; brand marketing experience; oversight of insight to action; diversity of race, ethnicity, gender, age, cultural background or professional experience; broad international exposure or specific in-depth knowledge of a key geographic growth area; shared leadership model experience; extensive knowledge of the Company's business or in a similar type industry or manufacturing environment; mergers and acquisitions; global business integration experience; significant sophisticated financial understanding or experience; global supply chain expertise; transformative change management experience; information technology or enterprise risk management implementation experience; sitting chief executive officer or chief financial officer of a public company; financial acumen; investor relations experience; and risk oversight or management experience.
	•	serve on the boards of directors of no more than three other public companies and, if intending to serve on the Audit Committee of the Board, serve on the audit committees of no more than two other public companies

In addition, the Board’s Corporate Governance Guidelines set forth the Board’s intention to seek directors who are strategic thinkers, understand complex capital structures and the operational constraints that they create, are members of the boards of directors of other public companies and have experience and expertise in corporate governance, marketing expertise and/or experience in the consumer products industry. Consistent with the Board’s Corporate Governance Guidelines, the Board also seeks directors who, as compared to then-existing members of the Board, are diverse with respect to geography, employment, age, race or gender. Reflecting this desire to foster a diverse Board, three of our current non-management directors and Ms. Mallesch are women, one non-management director is Hispanic and one non-management director is African-American.

Pursuant to the Corporate Governance Guidelines approved by the Board, the Board has made a determination as to the independence of each of the members of the Board. In making this determination, the Board has considered the existence or absence of any transactions or relationships between each director or any member of his or her immediate family and Libbey and its subsidiaries and affiliates, including those reported under ‘‘Corporate Governance — Certain Relationships and Related Transactions — What transactions involved directors or other related parties?’’ below. The Board also examined the existence or absence of any transactions or relationships between directors or their affiliates and members of Libbey’s senior management or their affiliates.

Our Code of Ethics requires that all of Libbey’s directors, officers and other employees avoid conflicts of interest. Related- party transactions that are of the nature and magnitude that they must be disclosed pursuant to Item 404(b) of Regulation S-K would be considered transactions that could give rise to a conflict of interest, and therefore are covered by our Code of Ethics. Our Code of Ethics requires that conflicts of interest be reported to our Legal Department, and that the written concurrence of our General Counsel is required to waive any conflict of interest. In addition, our Code of Ethics requires that waivers of our Code of Ethics with respect to executive officers or directors may be granted only by the Board of Directors and only if the noncompliance with our Code of Ethics is or would be immaterial or if the Board of Directors otherwise determines that extraordinary circumstances exist and that the waiver is in the best interests of our shareholders.

is responsible for reviewing all such correspondence and regularly forwarding to the non-management members of the Board a summary of all correspondence and copies of all correspondence that, in the opinion of the Corporate Secretary, deals with the function of the Board or committees thereof or that the Corporate Secretary otherwise determines requires the attention of the Board. Directors may, at any time, review a log of all correspondence that we receive and that is addressed to the Non-Management Directors or other members of the Board and request copies of any such correspondence. Concerns relating to accounting, internal controls or auditing matters are brought immediately to the attention of our internal auditors and Audit Committee and are handled in accordance with procedures established by the Audit Committee with respect to such matters.

All audit-related, tax and other services were pre-approved by the Audit Committee, which concluded that the provision of these services by Ernst & Young LLP and Deloitte & Touche LLP, respectively, was compatible with the maintenance of that firm’s independence in the conduct of its audit functions. The Audit Committee’s policy regarding auditor independence requires pre-approval by the Audit Committee of audit, audit-related and tax services on an annual basis. The policy requires that engagements that the auditors or management anticipates will exceed pre-established thresholds must be separately approved. The policy also provides that the Committee will authorize one of its members to pre-approve certain services. The Committee appointed Ginger Jones, Chair of the Committee, to pre-approve these services.

With respect to the audited financial statements for the year ended December 31, 2015, the Audit Committee met both with management and with the independent auditors who are responsible for auditing the financial statements prepared by management and expressing an opinion on the conformity of those audited financial statements with accounting principles generally accepted in the United States. The Audit Committee also met with each of the independent auditors and the internal auditors without management being present. The Audit Committee discussed with the independent auditors and management the results of the independent auditors’ examinations; their judgments as to the quality, not just the acceptability, of our accounting principles; the adequacy and effectiveness of our accounting and financial internal controls; the reasonableness of significant judgments; the clarity of disclosures in the financial statements; and such other matters as are required to be communicated to the Audit Committee under Statement on Auditing Standards Standard No. 61, as amended, as adopted by the Public Company Accounting Oversight Board in Rule 3200T. The independent auditors provided the Audit Committee with the written disclosures and the letter required by applicable requirements of the Public Accounting Oversight Board regarding the independent auditors' communications with the Audit Committee concerning independence, and the Audit Committee has discussed with the independent auditors their independence.



Date	Action Taken:
February 2015	•	The Committee approved base salary increases, to be effective April 1, 2015, averaging 8.6% and ranging from 3.0% to 12.4%.
	•	The Committee awarded RSUs and NQSOs with ratable, four-year vesting.
	•	The Committee approved a special award of 12,000 RSUs and a cash relocation payment of $50,000 to Mr. Miñarro in connection with his acceptance of the position of Vice President, General Manager, U.S. and Canada.
March 2015	•	The Committee approved slightly modified designs for our 2015 SMIP and the performance cash component of our 2015 LTIP. The 2015 SMIP design uses three performance measures: revenue growth (net sales), adjusted EBIT, and working capital (defined as net inventory plus net accounts receivable less accounts payable) as a percentage of net sales. These performance measures are consistent with the goals of our Own the Moment strategy, which aim to efficiently grow our business. For the performance cash component of the 2015 LTIP, the Committee selected a single performance metric: return on invested capital (ROIC). Because of its relationship to total shareholder return, ROIC as a performance measure emphasizes our philosophy that compensation should be aligned with the long-term interests of our shareholders. See Appendix A for calculations of each of these performance measures.
May 2015	•	The Committee approved revisions to the Executive Severance Compensation Policy to align its separation benefits with the market.
	•	In an effort to align the severance and change in control benefits payable to non-CEO executive officers, the Committee approved the termination of the remaining employment agreements with our non-CEO executive officers.
June 2015	•	In recognition of Mr. Gardner's significant achievements during the first half of 2015, the Committee approved:
		Ø	The award of 2,500 RSUs with ratable four-year vesting;
		Ø	An increase from 55% to 60%, effective July 1, 2015, for Mr. Gardner's target opportunity under our SMIP; and
		Ø	An increase in Mr. Gardner's salary, effective July 1, 2015, from $375,000 to $415,000.
July 2015	•	The Committee approved, in connection with the hiring of Mr. White as Vice President, Chief Operating Officer:
		Ø	Mr. White's initial annual base salary of $525,000;
		Ø	Mr. White's prorated opportunities under our 2015 SMIP and the cash component of our 2013 LTIP, 2014 LTIP and 2015 LTIP;
		Ø	The award, pursuant to our 2015 LTIP, of 8,207 RSUs and 12,305 NQSOs with ratable four-year vesting;
		Ø	The award of 35,000 "new hire" RSUs intended to compensate Mr. White for awards that he forfeited when he left his former employer to join Libbey.

Balanced Program with Significant Pay At Risk. For 2015, the pay opportunities of our named executives were designed to provide a balance of stable and competitive pay in the form of base salary, welfare and retirement benefits and perquisites; equity-based compensation (NQSOs and RSUs) that aligns our executives’ interests with those of shareholders generally and also serves as a retention tool; and equity-based compensation and annual and long-term incentive awards that are designed to motivate our executives to execute our strategy, thereby driving our financial and operational performance. The



		Applicable Compensation Objective
Form of Pay	Key Characteristics	Talent Attraction and Retention	Motivational	Alignment with Shareholder Interests
Annual cash compensation
Base salary	Fixed component; reviewed annually	X

Annual incentive award (SMIP)	At-risk variable pay opportunity for short-term performance; no guaranteed minimum payout; maximum payout equal to 225% of target	X	X	X

Long-term incentives under our LTIP

Performance cash awards	Formula-driven, at-risk cash award that comprises 40% of LTIP opportunity; no guaranteed minimum payout; maximum payout equal to 200% of target	X	X	X



		Applicable Compensation Objective
Form of Pay	Key Characteristics	Talent Attraction and Retention	Motivational	Alignment with Shareholder Interests
NQSOs	Comprise 20% of LTIP opportunity; exercise price equal to closing stock price on date of grant; generally awarded annually; vest ratably over four years beginning on a date not earlier than the first anniversary of the date the award is approved; expire ten years from date of grant	X	X	X

RSUs	Comprise 40% of LTIP opportunity; vest ratably over four years beginning on a date not earlier than the first anniversary of the date the award is approved; no dividends or voting rights with respect to unvested RSUs	X	X	X

Limited perquisites

Tax return preparation and financial planning	Direct payment or reimbursement of fees incurred in connection with personal financial planning and tax return preparation	X

Executive health screening	Annual executive physical examination and related services	X

Limited ground transportation	Ground transportation for trips between Toledo, Ohio, and the Detroit, Wayne County Metropolitan airport for the executive when traveling for business purposes and the executive and his or her spouse when traveling together; maximizes time available for performing services to Libbey and contributes to safety of those returning to Toledo after long and often tiring flights	X

Airline club membership	Membership in one airline club of the executive’s choice; maximizes time available for performing services to Libbey	X

Relocation assistance	For executives relocating at Libbey’s request, moving and related expenses associated with the move; when necessary to attract talent, also includes loss-on-sale protection	X
Welfare and retirement benefits

Medical, dental and life insurance benefits	Benefits for U.S. executives on the same basis as for all U.S. salaried employees	X

Retirement Plans	Qualified plan for all U.S. salaried employees hired before January 1, 2006; company contribution credit discontinued at end of 2012	X



		Applicable Compensation Objective
Form of Pay	Key Characteristics	Talent Attraction and Retention	Motivational	Alignment with Shareholder Interests

Supplemental Retirement Benefit Plan, which we refer to as our SERP	Excess, non-qualified plan designed to provide substantially identical retirement benefits as the Salary Plan to the extent the Salary Plan cannot provide those benefits due to IRS limitations; no enhanced credit has ever been provided; company contribution credit discontinued at end of 2012	X

401(k) savings plan	Matching contributions to our 401(k) savings plan on the same basis as for all U.S. salaried employees	X

Limited income protection

Separation benefits under employment agreements, change in control agreements or our executive severance policy	Contingent component payable only if employment is terminated under specified circumstances	X

Compensation Committee Independence. In determining whether the members of our Compensation Committee are independent, within the meaning established by the NYSE MKT Company Guide, our Board takes into account all factors specifically relevant to a determination of whether any Compensation Committee member has a relationship to us that is material to his or her ability to be independent in connection with his or her duties as a Compensation Committee member. The factors considered include, but are not limited to, the source of compensation of the member and whether the member is affiliated with us or one of our subsidiaries or affiliates. After taking into account all of these factors, our Board has determined that all of the members of our Compensation Committee are independent within the meaning established by the NYSE MKT Company Guide.

Development and Implementation of the Executive Pay Program. The Compensation Committee of our Board of Directors is responsible for overseeing the design, development and implementation of our executive pay program. The Compensation Committee consults with its independent executive compensation consultant when determined to be appropriate by the Compensation Committee. A representative of Exequity attended the February 2015 and February 2016 meetings at which the Compensation Committee made decisions regarding our executive pay program for 2015 and also advised the Committee in connection with other pay decisions made during the year. Our CEO, our Vice President, Human Resources and our Vice President, General Counsel and Secretary attend meetings of, and provide information to, the Compensation Committee and its consultant to assist them in their pay determinations. In addition, management may request that the Compensation Committee convene a meeting, and management may communicate with the Compensation Committee’s consultant in order to provide the consultant with information or understand the views of, or request input from, the consultant as to pay proposals being submitted by management to the Committee. However, the Compensation Committee meets in executive session, without any member of management being present, to discuss and make its final decisions with respect to our executive compensation program.

In connection with the preparation of our proxy statement each year, the Committee reviews ‘‘tally sheets’’ that summarize, for each of our executive officers, the compensation paid and equity grants awarded during the prior year, as well as the amounts that would have been payable to each executive officer if the executive officer’s employment had been terminated under a variety of scenarios as of December 31 of the prior year. The Committee uses these ‘‘tally sheets,’’ which are prepared by management and provide substantially the same information as is provided in the tables included in this proxy statement, primarily for purposes of ensuring that our executives’ estimated pay is consistent with the Committee’s intent in adopting the program and for reviewing internal pay equity within the senior leadership team.

In the fall of 2014, Exequity worked with management to develop a peer group to use as a reference point in setting 2015 executive pay. In developing the peer group, Exequity utilized a database assembled by Equilar in connection with its so-called “Top 25 Survey,” in which participating companies submit executive compensation data for their 25 most highly compensated executive positions. Initially, we reviewed for inclusion in the peer group public companies having revenues in the range of .5 to 2.0 times our revenues and having businesses that are engaged in manufacturing or that otherwise are asset-intensive. Because we are a multinational manufacturer with asset-intensive operations, we eliminated from the peer group companies that do not have operations outside the U.S., companies that do not have manufacturing operations (i.e., that source substantially all of the products that they sell) and companies that merely have light assembly-type operations. As a result, we identified, and the Compensation Committee approved for use in developing our 2015 executive pay program, the following group of 14 companies:

Using data submitted by these peer companies in response to Equilar’s 2014 Top 25 Survey as reference points, Exequity compared the compensation of our top officer positions to the peer group in terms of base pay, target annual bonus opportunity, target total cash, long-term incentives and target total direct compensation (target total cash plus long-term incentives). The market study conducted by Exequity disclosed that base salaries and incentive opportunities for most positions were generally within a reasonable range of the median, but that Ms. Buck's total target compensation and Ms. Streeter's target long-term incentive opportunity were below market, and that Mr. Miñarro's total compensation should be increased in connection with his promotion to Vice President, General Manager, U.S. and Canada. Accordingly, the Compensation Committee approved:

In connection with the hiring of Mr. White as Vice President, Chief Operating Officer, effective July 13, 2015, the Compensation Committee approved an initial base salary of $525,000, a target SMIP opportunity of 75% and a target LTIP opportunity of 150%. In setting Mr. White's initial base salary and target short-term and long-term incentive opportunities, we considered Mr. White's highly sought after skill-set and experience, his compensation package at his previous employer, the significant responsibilities of the Vice President, Chief Operating Officer position and its importance to achieving our Own the Moment strategy, and the relationship of his compensation to that of our other executive officers.

The Compensation Committee approved the Company's 2015 SMIP and the performance component of the Company's 2015 LTIP in March 2015. The material terms of the performance goals under these plans were approved by shareholders at the 2010 Annual Meeting of shareholders and reapproved by shareholders at the 2015 Annual Meeting of shareholders. The SMIP and the performance cash component of the 2015 LTIP are intended to serve as "umbrella" plans and potential funding vehicles for cash bonuses to ensure full tax deductibility of cash bonuses paid to officers who are subject to Internal Revenue Code Section 162(m). Performance under the approved formulas determines the amounts of the bonus pools under the 2015 SMIP and performance cash component of the 2015 LTIP, respectively, and the allocations of the bonus pools set by the Compensation Committee determine the maximum amount of awards to individual participants under the plans. The bonus pool for the 2015 SMIP was established by the Committee at 4% of actual 2015 adjusted EBITDA (excluding special charges, after adjustments for any acquisitions or dispositions, and assuming budgeted currency rates). The bonus pool under the performance cash component of the 2015 LTIP was established by the Committee at 1% of actual, cumulative adjusted EBITDA (excluding special charges, after adjustments for any acquisitions or dispositions, and assuming budgeted currency rates) for the performance cycle. The umbrella plans serve only to set the maximum bonus payout that any named executive may receive under the relevant plans, and the actual bonus paid to each named executive was determined as described on page (iii) of the Proxy Statement Summary and under "What pay did Libbey's executives receive for 2015?" below.

Compensation Committee authorized these awards at its meeting, which occurred before we announced financial results for the recently concluded fiscal year. The number of RSUs actually awarded was a function of the average closing price of our common stock over a period of 20 consecutive trading days ending on the grant date, and the number of NQSOs granted was a function of the Black-Scholes value (calculated using the average closing price of Libbey Inc. common stock over a period of 20 consecutive trading days ending on the grant date, and capping volatility at 50%) of the NQSOs on the grant date. In each case, the grant date was the first business day after we released our fiscal 2014 financial results.



Revenue Growth (Net Sales)			Adjusted EBIT			Working Capital as a Percentage of Net Sales
Percent of Targeted Net Sales Achieved (%)	Performance Level	Payout Percentage (%)	Percent of Targeted Adjusted EBIT Achieved (%)	Performance Level	Payout Percentage (%)	Basis Points Above or Below Targeted (bps)	Performance Level	Payout Percentage (%)
104	Maximum	200	106	Maximum	200	-50	Maximum	200
100	Target	100	100	Target	100	0	Target	100
94.7	Threshold	50	93.2	Threshold	50	+90	Threshold	50
Less than 94.7	Below threshold	0	Less than 93.2	Below threshold	0	More than +90	Below threshold	0

Through application of an individual performance modifier, the payout amounts earned by our named executives with respect to the financial performance measures were subject to potential modification based on individual performance, including with respect to individual objectives approved by the Committee early in the year. As a result, an executive who demonstrates exceptional performance in developing and/or implementing a process or tool that may not have impacted the current year’s financial results but is likely to favorably impact future success may be awarded a payout in excess of the payout that is based strictly on financial performance measures. Additionally, application of the individual performance modifier ensures that the executive’s compensation is based not only on the goals achieved, but also on the extent to which the executive demonstrates effective organizational leadership skills in the execution of our strategy.

On February 8, 2016, the Committee met and reviewed our performance and the performance of our senior leadership team during 2015. The Committee reviewed net sales, adjusted EBIT, and working capital (defined as net inventory plus net accounts receivable less accounts payable) as a percentage of net sales for 2015 relative to our targeted net sales, adjusted EBIT, and working capital (defined as net inventory plus net accounts receivable less accounts payable) as a percentage of net sales, respectively, for the year. Due to the recent significant volatility in currency exchange, we use constant currency at budgeted exchange rates when calculating our performance under each of these performance measures.

For purposes of determining the extent to which the cash award is earned, adjusted EBITDA is calculated as described in Appendix A. For purposes of any performance cycle of which 2015 is a part, the Committee approved the adjustment of EBITDA by the same items by which it approved adjusting EBIT as described under "What pay did Libbey’s executives receive for 2015? — Annual Incentive Compensation" above (except that EBITDA was not adjusted for the impact of currency), because these items were not indicative of our core operating performance. Additionally, our use of more cash for share repurchases than we budgeted is excluded for purposes of calculating our 2015 net debt.

Stock Options and RSUs. In February 2015, the Compensation Committee awarded to participants in our 2015 LTIP (other than Mr. White) NQSOs and RSUs (each subject to four-year vesting) having an economic value at the time of award equal to 20% and 40%, respectively, of their target long-term incentive opportunities. At that same time, in connection with Mr. Miñarro's promotion to Vice President, General Manager, U.S. and Canada, the Committee awarded Mr. Miñarro an additional 12,000 RSUs subject to four-year vesting. In June 2015, the Committee awarded Mr. Gardner 2,500 RSUs subject to four-year vesting. These RSUs were in recognition of Mr. Gardner's contributions to, and potential to positively impact execution of, our Own the Moment strategy. When Mr. White joined Libbey in July 2015, the Committee awarded him NQSOs

Pursuant to Section 162(m) of the Internal Revenue Code, publicly-held corporations are prohibited from deducting compensation paid to certain executive officers, as of the end of the fiscal year, in excess of $1.0 million, unless the compensation is ‘‘performance-based.’’ The Committee believes that preserving the tax deductibility is an important, but not the sole, objective when designing executive compensation programs. Accordingly, while our 2015 SMIP and the performance cash components of our 2013 LTIP, 2014 LTIP and 2015 LTIP (for the 2013-2015 performance cycle, the 2014-2016 performance cycle and the 2015-2017 performance cycle, respectively) are designed to qualify as “performance-based” compensation, other components of our 2015 executive pay program (base salary, RSUs and NQSOs) are not. Additionally, in certain circumstances the Committee may authorize compensation arrangements that are not tax deductible in whole or in part, but which promote other important objectives such as attracting and retaining key executive leaders who can drive financial and strategic objectives that maximize long-term shareholder value.

In early 2015, management worked with Exequity to review our Executive Severance Compensation Policy and determine whether the benefits provided by it were market-competitive. The review showed that the separation benefits provided for by our Executive Severance Compensation Policy were below market in certain respects. Accordingly, management proposed, and the Compensation Committee approved, revisions to our Executive Severance Compensation Policy. The benefits provided under the revised Executive Severance Compensation Policy, which was effective May 11, 2015, are described below.

Mr. Gardner's employment was terminated at the end of the year. His termination was treated as a termination by Libbey without Cause under the Executive Severance Compensation Policy, and he received severance benefits and payments pursuant to the terms of the Executive Severance Compensation Policy (and equity and performance cash agreements). Such severance benefits and payments are consistent with the amounts set forth in the "Potential Payments Upon Termination of Employment" table below under "Voluntary termination for Good Reason or involuntary termination without Cause - no change in control triggering event."



Benefits		Conditions to Payment of Benefits		Rationale
•	Accrued benefits⁽¹⁾	•	In the case of death, our receipt of reasonable evidence of the authority of the estate	•	To compensate for service to us
•	A prorated target award under our SMIP				To compensate for service to us
•	A prorated target award under the performance cash component of any LTIP performance cycle in effect on the date of death or permanent disability	•	In the case of permanent disability, our receipt of a release of claims against Libbey	•	Aids in attraction and retention of executive officers
				•	Consistent with competitive market practice



Benefits		Conditions to Payment of Benefits			Rationale
•	Accrued benefits⁽³⁾	•	Our receipt of a release of claims against Libbey	•	To compensate for service to us and bridge the gap between employment with us and the executive's next job
•	For the year in which termination occurs, a prorated award under our SMIP based on actual performance⁽⁴⁾	•	Confidentiality obligations
		•	Obligation to assign intellectual property rights
•	As to performance-based compensation under our LTIP, if the employment termination is not in connection with a change in control⁽⁵⁾, payment of the amount actually earned for each performance cycle in effect on the date of termination, prorated to the date of termination⁽⁴⁾	•	Obligation to assist with litigation as to which the executive has knowledge	•	Aids in attraction and retention of executive officers
		•	Obligation not to interfere with customer accounts for 24 months	•	To provide compensation in exchange for restrictive covenants that protect Libbey's future interests
•	As to performance-based compensation under our LTIP, if the employment termination is in connection with a change in control⁽⁵⁾, payment of the amount actually earned for each performance cycle in effect on the date of termination, not prorated to the date of termination⁽⁴⁾	•	Obligation not to compete for 24 months	•	Consistent with competitive market practice



Benefits		Conditions to Payment of Benefits		Rationale
•	If the employment termination is not in connection with a change in control⁽⁵⁾, accelerated vesting of unvested RSUs and NQSOs that are scheduled to vest on or before the next June 30th following the date of termination⁽⁶⁾, but all of the cash-settled retention RSUs and cash-settled retention SARs will vest in full	•	Obligation not to divert business opportunities for 24 months
		•	Obligation not to solicit our employees for 24 months
•	If employment is terminated in connection with a change in control, accelerated vesting of all unvested equity awards⁽⁶⁾ and all unvested cash-settled retention RSUs and cash-settled retention SARs	•	Obligation not to disparage us for 24 months
•	Payment of two times (two and one-half times if termination is in connection with a change in control) the sum of her annual base salary in effect on the date of termination and the greater of her target SMIP opportunity or the average of the SMIP awards actually paid to her over the two-year period preceding the date of termination⁽⁷⁾
•	Executive level outplacement services by a provider selected by Ms. Streeter, with the cost to Libbey not to exceed $75,000
•	Continuation of medical, prescription drug, dental and life insurance benefits for a period of 18 months or until she obtains medical or life insurance through a future employer, with the executive continuing to pay the employee’s portion of the cost of such insurance



Benefits		Conditions to Payment of Benefits		Rationale
•	Accrued benefits⁽²⁾	•	Our receipt of a release of claims against Libbey	•	To compensate for service to us and bridge the gap between employment with us and the executive's next job
•	For the year in which termination occurs, a prorated award under our SMIP based on actual performance⁽³⁾	•	Confidentiality obligations
•	Continuation of base salary for 12 months	•	Obligation to assign intellectual property rights	•	Aids in attraction and retention of executive officers
•	Payment, in a lump sum on the first payroll date after termination, of an amount equal to the executive's target award under our SMIP	•	Obligation to assist with litigation as to which the executive has knowledge	•	To provide compensation in exchange for restrictive covenants that protect Libbey's future interests
•	As to performance-based compensation under our LTIP, payment of the amount actually earned for each performance cycle in effect on the date of termination, prorated to the date of termination⁽³⁾	•	Obligation not to interfere with customer accounts for 12 months	•	Consistent with competitive market practice
		•	Obligation not to compete for 12 months
•	With respect to awards granted in 2012, accelerated vesting of NQSOs and RSUs if and only to the extent the Compensation Committee exercises discretion to accelerate vesting	•	Obligation not to divert business opportunities for 12 months
		•	Obligation not to solicit our employees for 12 months
•	With respect to awards granted beginning in 2013, immediate vesting of all NQSOs and RSUs that are scheduled to vest within 1 year of termination	•	Obligation not to disparage us for 12 months
•	Continuation of medical, dental, prescription drug and life insurance coverage for 12 months, subject to payment by the executive of premiums at employee rates



Benefits		Conditions to Payment of Benefits		Rationale
•	Accrued benefits⁽⁴⁾	•	Our receipt of a release of claims against Libbey	•	Aids in attraction and retention of executive officers
•	For the year in which termination occurs, a prorated award under our SMIP based on actual performance⁽⁵⁾		Our receipt of a release of claims against Libbey		Aids in attraction and retention of executive officers
		•	Confidentiality obligations	•	To provide compensation in exchange for restrictive covenants that protect Libbey’s future interests
		•	Obligation to assign intellectual property rights
•	As to performance-based compensation under our LTIP, payment of the amount actually earned for each performance cycle in effect on the date of termination⁽⁵⁾	•	Obligation to assign intellectual property rights
		•	Obligation to assist with litigation as to which the executive has knowledge	•	Consistent with competitive market practice



Benefits		Conditions to Payment of Benefits		Rationale
•	Accelerated vesting of all unvested equity awards⁽⁶⁾	•	Obligation not to interfere with customer accounts for 12 months
•	Payment of two times the sum of the executive’s annual base salary in effect on the date notice of termination is given plus the executive’s target SMIP opportunity for the year in which the notice of termination is given⁽⁶⁾	•	Obligation not to compete for 12 months
		•	Obligation not to divert business opportunities for 12 months
•	Executive level outplacement services by a provider approved by Libbey, with the cost being limited to 15% of the executive’s base salary at the time of termination	•	Obligation not to solicit our employees for 12 months
•	Financial planning services, with the cost to Libbey not to exceed $10,000	•	Obligation not to disparage us for 12 months
•	Continuation of medical, prescription drug, dental and life insurance benefits for a period of 18 months or until the executive obtains medical or life insurance through a future employer, with the executive continuing to pay the employee’s portion of the cost of such insurance

As indicated in our proxy statement for our 2014 Annual Meeting of shareholders, we entered into a CEO Retention Award Agreement with Ms. Streeter in December 2013. Pursuant to that agreement, the Company issued to Ms. Streeter 240,829 stock appreciation rights (which we refer to as SARs) in December 2013 and 115,687 restricted stock units (which we refer to as RSUs) in February 2014. These awards were subject to cliff vesting on December 31, 2018, in order to maximize the handcuffs on Ms. Streeter and ensure that no value would be actually delivered to her unless she served the entire desired period of retention. When Ms. Streeter's employment was terminated on January 11, 2016, these awards automatically vested pursuant to the terms of the agreement.



Name and Principal Position	Year	Salary ($)⁽¹⁾	Stock Awards ($)⁽²⁾	Option Awards ($)⁽³⁾	Non-Equity Incentive Compensation ($)⁽⁴⁾	All Other Compensation ($)⁽⁵⁾	Total ($)
Stephanie A. Streeter	2015	792,438	960,406	517,050	728,386	73,677	3,071,957
Chief Executive Officer⁽⁶⁾	2014	768,750	4,436,131	413,043	941,930	44,259	6,603,573
	2013	743,751	735,998	2,718,936	1,079,594	41,538	5,319,839

Sherry Buck	2015	462,500	245,784	132,320	221,129	41,651	1,103,384
Vice President, Chief Financial Officer	2014	386,907	217,148	112,263	311,530	35,988	1,063,836
	2013	360,500	198,968	100,423	280,950	81,553	1,022,394

Anthony W. Gardner, Jr.	2015	388,761	244,588	77,851	97,050	797,226	1,605,476
Vice President, Chief Commercial Officer⁽⁷⁾

Salvador Miñarro Villalobos	2015	373,902	617,047	93,409	143,209	71,138	1,298,705
Vice President, General Manager, U.S. & Canada⁽⁸⁾

James H. White	2015	246,591	1,561,933	148,879	80,949	13,980	2,052,332
Vice President, Chief Operating Officer⁽⁹⁾

in 2015, airline club memberships; (f) for Ms. Streeter in 2013, the cost of an executive physical examination; (g) for Ms. Buck in 2013 and Mr. Miñarro in 2015, relocation assistance; (h) for Mr. Miñarro, amounts paid on his behalf for supplemental medical insurance provided by our Mexican subsidiary; and (i) for Mr. Gardner, our expense associated with the compensation payable to him in connection with his termination of employment. For Mr. Gardner, the amounts under this heading exclude the value of RSUs and NQSOs as to which vesting was accelerated (other than for grants made in 2014), because the cumulative grant date fair values have been included in the columns "Stock Awards" and "Option Awards" in this table.



				Estimated Possible Payouts under Non-Equity Incentive Plan Awards⁽²⁾			All Other Stock Awards: Number of Shares of Stock or Units (#)⁽³⁾	All Other Option Awards: Number of Securities Underlying Options (#)⁽⁴⁾	Exercise or Base Price of Option Awards ($/Sh)	Grant Date Fair Value of Stock and Option Awards ($)⁽⁵⁾
Named Executive	Plan Name	Award Date⁽¹⁾	Grant Date⁽¹⁾	Threshold ($)	Target ($)	Maximum ($)			Exercise or Base Price of Option Awards ($/Sh)	Grant Date Fair Value of Stock and Option Awards ($)⁽⁵⁾
S. Streeter	2015 SMIP	3/18/2015		198,110	792,438	1,782,986
	2015 LTIP (cash component)	3/18/2015		465,000	930,000	1,860,000
	2015 LTIP (RSUs)	2/16/2015	3/2/2015				25,985			960,406
	2015 LTIP (NQSOs)	2/16/2015	3/2/2015					35,094	38.06	517,050

S. Buck	2015 SMIP	3/18/2015		80,938	323,750	728,438
	2015 LTIP (cash component)	3/18/2015		119,000	238,000	476,000
	2015 LTIP (RSUs)	2/16/2015	3/2/2015				6,650			245,784
	2015 LTIP (NQSOs)	2/16/2015	3/2/2015					8,981	38.06	132,320

A. Gardner	2015 SMIP	3/18/2015		56,049	224,194	504,437
	2015 LTIP (cash component)	3/18/2015		70,008	140,016	280,032
	2015 LTIP (RSUs)	2/16/2015	3/2/2015				3,912			144,588
	2015 LTIP (NQSOs)	2/16/2015	3/2/2015					5,284	38.06	77,851
	Omnibus Plan (RSUs)	6/11/2015	6/12/2015				2,500			100,000

S. Miñarro	2015 SMIP	3/18/2015		49,762	199,046	447,854
	2015 LTIP (cash component)	3/18/2015		84,010	168,019	336,038
	2015 LTIP (RSUs)	2/16/2015	3/2/2015				4,695			173,527
	2015 LTIP (NQSOs)	2/16/2015	3/2/2015					6,340	38.06	93,409
	Omnibus Plan (RSUs)	2/16/2015	3/2/2015				12,000			443,520

J. White	2015 SMIP	7/28/2015		46,236	184,943	416,122
	2015 LTIP (cash component)	7/28/2015		129,659	259,318	518,636
	2014 LTIP (cash component)	7/28/2015		77,159	154,318	308,636
	2013 LTIP (cash component)	7/28/2015		24,659	49,318	98,636
	2015 LTIP (RSUs)	7/28/2015	8/3/2015				8,207			296,683
	2015 LTIP (NQSOs)	7/28/2015	8/3/2015					12,305	37.23	148,879
	Omnibus Plan (sign-on RSUs)	7/28/2015	8/3/2015				35,000			1,265,250

Under the 2015 SMIP, each named executive has an opportunity to earn a payout based on company performance, although the amount of the payout may be modified up or down by 25% based on individual performance, as described below. Accordingly, the amount disclosed under the ‘‘Threshold’’ column represents only 25% of target performance (reflecting the maximum downward impact of the individual modifier), while the amount disclosed under the “Maximum” column represents 225% of target performance (reflecting the maximum upward impact of the individual modifier). As noted under ‘‘Compensation Discussion and Analysis — Executive Summary — 2015 Executive Compensation Highlights’’ and ‘‘Compensation Discussion and Analysis — What pay did Libbey’s executives receive for 2015?,’’ the performance metrics under the financial performance component included revenue growth, adjusted EBIT, and working capital (defined as net inventory plus net accounts receivable less accounts payable) as a percentage of net sales.

The the extent to which a payout is earned under the cash component of the 2015 LTIP is based on our return on invested capital (ROIC) for each of the three one-year performance periods (calendar years 2015, 2016 and 2017) included in the three-year performance cycle ended December 31, 2107. The scale to be used to determine the payout score for each of the three one-year performance periods is reset for each performance period to correlate with targeted ROIC for that year. The amount of the final payout, if any, will be determined based on the average of the three discrete, single-year payout scores. The scale used to determine the payout score for the 2015 calendar year is:



			Option Awards				Stock Awards
Named Executive	Award Date⁽¹⁾	Grant Date⁽¹⁾⁽²⁾	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)⁽³⁾	Market Value of Shares or Units of Stock That Have Not Vested ($)⁽⁴⁾
S. Streeter⁽⁵⁾	6/21/2011	7/29/2011	30,382	0	15.47	7/29/2021
	2/6/2012	2/17/2012	18,315	6,104	13.95	2/17/2022	9,495	202,433
	2/11/2013	2/22/2013	22,077	22,077	19.02	2/22/2023	19,348	412,499
	12/9/2013	12/16/2013	0	240,829	21.29	12/16/2023
	12/9/2013	2/24/2014					115,687	2,466,447
	2/17/2014	2/24/2014	9,879	29,636	23.02	2/24/2024	26,030	554,960
	2/16/2015	3/2/2015	0	35,094	38.06	3/2/2025	25,985	554,000

S. Buck	7/6/2012	8/1/2012	13,230	20,159	13.96	8/1/2022	5,111	108,967
	2/11/2013	2/22/2013	5,969	5,968	19.02	2/22/2023	5,231	111,525
	2/17/2014	2/24/2014	2,685	8,055	23.02	2/24/2024	7,075	150,839
	2/16/2015	3/2/2015	0	8,981	38.06	3/2/2025	6,650	141,778

A. Gardner⁽⁶⁾	9/9/2014	9/9/2014	2,905	0	27.82	3/31/2016
	2/16/2015	3/2/2015	1,321	0	38.06	3/31/2016

S. Miñarro	2/5/2007	2/16/2007	2,882	0	12.80	2/16/2017
	2/4/2008	2/15/2008	3,200	0	15.35	2/15/2018
	2/9/2009	2/27/2009	3,500	0	1.01	2/27/2019
	2/8/2010	2/11/2010	6,000	0	10.13	2/11/2020
	12/6/2010	12/31/2010	20,000	0	15.47	12/31/2020
	2/7/2011	2/10/2011	7,000	0	17.00	2/10/2021
	2/6/2012	2/17/2012	5,625	1,875	13.95	2/17/2022
	7/5/2012	8/1/2012	2,698	899	13.96	8/1/2022	1,230	26,224
	2/11/2013	2/22/2013	3,959	3,959	19.02	2/22/2023	3,469	73,959
	2/17/2014	2/24/2014	1,646	4,936	23.02	2/24/2024	4,336	92,444
	2/16/2015	3/2/2015	0	6,340	38.06	3/2/2025	16,695	355,937

J. White	7/28/2015	8/3/2015	0	12,305	37.23	8/3/2025	43,207	921,173



Option Awards (NQSOs and SARs) Vesting Schedule		Stock Awards (RSU) Vesting Schedule
Grant Date	Vesting Schedule	Grant Date	Vesting Schedule
2/17/2012	75% were vested as of February 17, 2015; an additional 25% were scheduled to vest on February 17, 2016.	2/17/2012	75% were vested as of February 17, 2015; an additional 25% were scheduled to vest on February 17, 2016.

8/1/2012	As to Mr. Miñarro's NQSOs and 17,639 of Ms. Buck's NQSOs, 75% were vested on August 1, 2015; an additional 25% are scheduled to vest on August 1, 2016. As to 15,750 of Ms. Buck's NQSOs, 100% are scheduled to vest on August 1, 2016.	8/1/2012	75% were vested on August 1, 2015; an additional 25% are scheduled to vest on August 1, 2016.

2/22/2013	50% were vested on February 22, 2015; an additional 25% are scheduled to vest on each of February 22, 2016 and February 22, 2017.	2/22/2013	50% were vested on February 22, 2015; an additional 25% are scheduled to vest on each of February 22, 2016 and February 22, 2017.

12/16/2013	100% of the SARs cliff vest on December 31, 2018. All SARs will be settled in cash.	2/24/2014	With respect to Ms. Streeter's retention RSUs, 100% will cliff vest on December 31, 2018 and will be settled in cash. With respect to the other RSUs, 25% were vested on February 24, 2015; an additional 25% are scheduled to vest on each of February 24, 2016, February 24, 2017 and February 24, 2018.
2/24/2014	25% were vested on February 24, 2015; an additional 25% are scheduled to vest on each of February 24, 2016, February 24, 2017 and February 24, 2018.

3/2/2015	25% are scheduled to vest on each of February 17, 2016, February 17, 2017, February 17, 2018 and February 17, 2019.	3/2/2015	25% were vested on February 17, 2015; an additional 25% are scheduled to vest on each of February 17, 2016, February 17, 2017 and February 17, 2018.

8/3/2015	25% are scheduled to vest on each of July 13, 2016, July 13, 2017, July 13, 2018 and July 13, 2019	8/3/2015	25% are scheduled to vest on each of July 13, 2016, July 13, 2017, July 13, 2018 and July 13, 2019.

Under the EDCP, our named executives and other members of senior management may elect to defer base pay, cash incentive and bonus compensation and RSUs into an account that is deemed invested in one of 13 measurement funds, including a Libbey common stock measurement fund. RSUs in all events will be deemed invested in the Libbey common stock measurement fund. We selected these funds to provide measurement options similar to the investment options provided under our 401(k) plan. Participants make deferral elections with respect to cash pay and RSUs prior to the year in which they are earned or they vest.

Participants can defer (a) up to 60% of the amount by which base salary exceeds required payroll obligations and 401(k) plan contributions; (b) up to 60% of the amount by which cash incentive or bonus compensation exceeds required payroll obligations; and (c) up to 100% of RSUs that are earned or vest during the year to which the deferral relates. We provide matching contributions on excess contributions of base salary in the same manner as we provide matching contributions under our 401(k) plan. The matching contributions are deemed invested in accordance with the participant’s election as to his or her own contributions.

We are obligated to pay the account balance in a lump sum made on, or in installments that begin on, the distribution date elected by the participant. However, if a participant dies prior to the date on which his or her account balance is distributed in full, we are obligated to distribute the account balance in a lump sum to the participant’s beneficiaries no later than 60 days after the participant’s death. If a participant ceases to be an employee of Libbey prior to his or her 62nd birthday, we are obligated to pay the participant his or her account balance in a lump sum within 60 days after the date of his or her separation from service, unless the participant is a ‘‘specified employee’’ for purposes of Internal Revenue Code Section 409A. In that event, we are obligated to pay the participant his or her account balance on the first day of the seventh month after his or her separation from service. If a participant ceases to be an employee of Libbey on or after his or her 62nd birthday, we are obligated to distribute the account balance either in a lump sum or in installments, as elected by the participant, on or beginning on the distribution date elected by the participant. In that event, the distribution date cannot be later than the January 1st immediately following the participant’s 75th birthday. If, however, the executive is a ‘‘specified employee’’ for purposes of Internal Revenue Code Section 409A, we cannot distribute the account balance, or begin distributing the account balance, to the participant prior to the first day of the seventh month after the participant’s separation from service. Finally, if a change in control, as defined in the EDCP, occurs, a participant’s entire account balance will be distributed to him or her within 30 days after the date of the change in control.

Mr. Gardner's employment was terminated at the end of the year. His termination was treated as a termination by Libbey without Cause under the Executive Severance Compensation Policy, and he received severance benefits and payments pursuant to the terms of the Executive Severance Compensation Policy and the award agreements pursuant to which awards of RSUs, NQSOs and performance cash awards were made. Such severance benefits and payments are consistent with the amounts set forth in the "Potential Payments Upon Termination of Employment" table below under "Involuntary termination without Cause - no change in control triggering event."

On January 11, 2016, Ms. Streeter resigned to pursue other opportunities. Her termination was treated as a termination by Libbey without Cause under her employment agreement, and she received severance benefits and payments pursuant to the terms of her employment agreement and the award agreements pursuant to which awards of RSUs (including cash-settled retention RSUs), NQSOs, cash-settled retention SARs and performance cash awards were made. Such severance benefits and payments are consistent with the amounts set forth in the "Potential Payments Upon Termination of Employment" table below under "Voluntary termination for Good Reason or involuntary termination without Cause - no change in control triggering event," except for the value described in the "Acceleration of Unvested Equity Awards" column, which, as of January 11, 2016 would be $2,978,115 (based on the closing price of our common stock on January 11, 2016) instead of $3,268,994 (based on the closing price of our common stock on December 31, 2015) reported in the "Potential Payments Upon Termination of Employment" table below.



Named Executive	Cash Severance ($)	Annual Incentive for Year of Termination ($)	LTIP Cash ($)	Acceleration of Unvested Equity Awards ($)	Misc. Benefits ($)	Total ($)
Stephanie A. Streeter
Death or permanent disability⁽²⁾	0	798,250	1,534,404	4,262,400	0	6,595,054
Voluntary termination for Good Reason or involuntary termination without Cause – no change in control triggering event⁽³⁾	3,193,000	175,208	1,155,776	3,268,994	106,618	7,899,596
Voluntary termination for Good Reason or involuntary termination without Cause – change in control triggering event⁽⁴⁾	3,991,250	175,208	1,768,778	4,293,328	106,618	10,335,182
Involuntary termination for Cause	0	0	0	0	0	0

Sherry Buck
Death or permanent disability⁽²⁾	0	71,581	411,113	675,205	0	1,157,899
Voluntary termination for Good Reason – no change in control triggering event⁽⁵⁾	0	0	310,062	0	0	310,062
Involuntary termination without Cause – no change in control triggering event⁽⁶⁾	807,500	71,581	310,062	148,343	97,109	1,434,595
Voluntary termination for Good Reason or involuntary termination without Cause – change in control triggering event⁽⁷⁾	1,615,000	71,581	470,042	675,205	114,414	2,946,242
Involuntary termination for Cause	0	0	0	0	0	0

Anthony J. Gardner, Jr.
Involuntary termination without Cause – no change in control triggering event⁽⁶⁾	664,003	49,569	152,549	61,444	88,763	1,016,328

Salvador Miñarro Villalobos
Death or permanent disability⁽²⁾	0	44,009	269,164	578,105	0	891,278
Voluntary termination for Good Reason – no change in control triggering event⁽⁵⁾	0	0	202,476	0	0	202,476
Involuntary termination without Cause -- no change in control triggering event⁽⁶⁾	560,064	44,009	202,476	161,341	96,078	1,063,968
Voluntary termination for Good Reason or involuntary termination without Cause – change in control triggering event⁽⁷⁾	1,120,128	44,009	310,470	578,105	94,124	2,146,836
Involuntary termination for Cause	0	0	0	0	0	0

James H. White
Death or permanent disability⁽²⁾	0	40,891	244,650	921,173	0	1,206,714
Voluntary termination for Good Reason – no change in control triggering event⁽⁵⁾	0	0	181,462	0	0	181,462
Involuntary termination without Cause -- no change in control triggering event⁽⁶⁾	918,750	40,891	181,462	230,299	97,109	1,468,511
Voluntary termination for Good Reason or involuntary termination without Cause – change in control triggering event⁽⁷⁾	1,837,500	40,891	340,358	921,173	121,914	3,261,836
Involuntary termination for Cause	0	0	0	0	0	0

We have estimated the payout under the cash component of our 2014 LTIP (for the 2014 – 2016 performance cycle) assuming achievement at 79% of target performance. We have estimated the payout under the cash component of our 2015 LTIP (for the 2015 – 2017 performance cycle) assuming achievement of 67% of target performance. We have prorated the amounts through the assumed date of termination. The prorated amounts actually earned under the cash component of our 2014 LTIP and 2015 LTIP would be paid between January 1 and March 15 of the calendar year following conclusion of the applicable performance cycle.

We have estimated the value, as of December 31, 2015, of unvested RSUs (including cash-settled retention RSUs) by multiplying the number of RSUs by $21.32, the closing price of our common stock on December 31, 2015. We have determined the in-the-money / intrinsic value of unvested NQSOs and cash-settled retention SARs as of December 31, 2015, by deducting the respective exercise prices for the NQSOs and/or cash-settled retention SARs, as the case may be, from $21.32 and multiplying the result (if greater than zero) by the applicable number of NQSOs or cash-settled retention SARs, as the case may be.

We have estimated the value, as of December 31, 2015, of unvested RSUs (including cash-settled retention RSUs) by multiplying the number of RSUs by $21.32, the closing price of our common stock on December 31, 2015. We have determined the in-the-money / intrinsic value of unvested NQSOs and cash-settled retention SARs as of December 31, 2015, by deducting the respective exercise prices for the NQSOs or cash-settled retention SARs, as the case may be, from $21.32 and multiplying the result (if greater than zero) by the applicable number of NQSOs or cash-settled retention SARs, as the case may be.



Annual Cash Retainer		$47,500
Chairman of the Board Cash Retainer		$80,000
Equity Award		On the date of each annual meeting of shareholders, outright grant of shares of common stock valued at $80,000 on the date of grant
Audit Committee Chair Cash Retainer		$12,500 per year, in addition to Audit Committee Member Retainer
Compensation Committee Chair Cash Retainer		$12,500 per year, in addition to Compensation Committee Member Retainer
Nominating and Governance Committee Chair Cash Retainer		$6,500 per year, in addition to Nominating and Governance Committee Member Retainer
Audit Committee Member Cash Retainer		$7,500
Compensation Committee Member Cash Retainer		$7,500
Nominating and Governance Committee Member Cash Retainer		$5,000
Other Fees		$500 per one-half day of service

Directors may elect, pursuant to the Director DCP, to defer cash and/or equity compensation into any of 13 measurement funds. The Director DCP, as well as the predecessor deferred compensation plans under which non-management directors were eligible to participate, are unfunded plans, and the Company does not guarantee an above-market return on amounts deferred under any of these plans. Amounts deferred under the Director DCP, as well as under a predecessor plan, are, at the election of the applicable director, payable either in a lump sum or in installments over a period of time selected by the director. Amounts deferred under our first deferred compensation plan for outside directors are payable in a lump sum upon retirement from our Board or, if earlier, upon death of the director.

The Company has retained Georgeson Shareholder to solicit the submission of proxies authorizing the voting of shares in accordance with the Board’s recommendations. The Company has agreed to pay a fee of $8,000, plus expenses for out-of-pocket costs, for Georgeson’s services. Certain of the Company’s officers and employees may solicit the submission of proxies authorizing the voting of shares in accordance with the Board of Directors’ recommendations, but no additional remuneration will be paid by the Company for the solicitation of those proxies. Such solicitations may be made by personal interview, telephone or telegram. Arrangements have been made with Corporate Investor Communications, Inc. to perform a broker-nominee search. Arrangements also have been made with brokerage firms and others for the forwarding of proxy solicitation materials to the beneficial owners of common stock, and the Company will reimburse them for reasonable out-of-pocket expenses incurred in connection therewith. The Company will pay the cost of preparing and mailing this proxy statement and other costs of the proxy solicitation made by the Company’s Board of Directors.



	Year ended December 31, 2015
	As Reported			For Incentive Calculations
Revenue
Reported net sales	$	822,345		$	822,345
Add: Impact of currency to reflect results at budgeted exchange rates	—			22,248
Net sales at budgeted exchange rates	$	822,345		$	844,593

Adjusted EBIT
Reported net income	66,333			66,333
Add: Interest expense	18,484			18,484
Add: Provision for income taxes	(38,216		)	(38,216		)
Earnings before interest and income taxes (EBIT)	46,601			46,601
Add: Special items before interest and taxes
Pension settlement charge	21,693			21,693
Reorganization charges	4,316			4,316
Executive terminations	870			870
Environmental obligation	157			157
Derivatives	(218		)	(218		)
Adjusted EBIT	73,419			73,419
Add: Impact of currency to reflect results at budgeted exchange rates	—			3,618
Adjusted EBIT at budgeted exchange rates	$	73,419		$	77,037

Working Capital as % of Net Sales
Accounts receivable - net	$	94,379		$	94,379
Inventories - net	178,027			178,027
Less: Accounts payable	71,560			71,560
Reported working capital	200,846			200,846
Add: Impact of currency	—			12,775
Working capital at budgeted exchange rates	$	200,846		$	213,621
Net Sales	$	822,345		$	844,593
Working capital as % of net sales	24.4		%	25.3		%

Adjusted EBITDA
Reported net income	$	66,333		$	66,333
Add: Interest expense	18,484			18,484
Add: (Benefit) for income taxes	(38,216		)	(38,216		)
Earnings before interest and income taxes (EBIT)	46,601			46,601
Add: Depreciation and amortization	42,712			42,712
Earnings before interest, taxes, depreciation and amortization (EBITDA)	89,313			89,313
Add: Special items before interest and taxes
Pension settlement charge	21,693			21,693
Reorganization charges	4,316			4,316
Executive terminations	870			870
Environmental obligation	157			157
Derivatives	(218		)	(218		)
Adjusted EBITDA	$	116,131		$	116,131



	Year ended December 31, 2015
	As Reported			For Incentive Calculations
Adjusted EBITDA margin
Adjusted EBITDA	$	116,131		$	116,131
Net sales	$	822,345		$	822,345
Adjusted EBITDA margin	14.1		%	14.1		%

Debt net of cash to Adjusted EBITDA ratio
Debt	$	431,019		$	431,019
Plus: Unamortized discount and finance fees	5,832			5,832
Gross debt	436,851			436,851
Cash	49,044			49,044
Add: Share repurchase exceeding budgeted amount	—			9,275
Debt net of Cash	$	387,807		$	378,532
Adjusted EBITDA	$	116,131		$	116,131
Debt net of cash to adjusted EBITDA ratio	3.3			3.3

Return on Invested Capital (ROIC)
Defined as: After tax adjusted income from operations (using a 30% tax rate) over ending working capital (accounts receivable-net plus inventory-net, less accounts payable) plus net book value of property, plant and equipment
Income from operations	$	43,721		$	43,721
Add: Adjustments
Pension settlement charge	21,693			21,693
Reorganization charges	4,316			4,316
Executive terminations	870			870
Environmental obligation	157			157
Adjusted income from operations	70,757			70,757
Add: Impact of currency to reflect results at budgeted exchange rates	—			6,260
Adjusted income from operations at budgeted exchange rates	70,757			77,017
Factor to apply for taxes	70		%	70		%
After tax adjusted income from operations at budgeted exchange rates	$	49,530		$	53,912

Invested capital
Property, plant and equipment, net	$	272,534		$	272,534
Add: Impact of currency to reflect results at budgeted exchange rates	—			7,152
Property, plant and equipment, net at budgeted exchange rates	272,534			279,686
Working capital at budgeted exchange rates, from above	200,846			213,621
Total invested capital at budgeted exchange rates	$	473,380		$	493,307

ROIC	10.5		%	10.9		%





Article 1. Establishment, Purpose, and Duration	3
Article 2. Definitions	3
Article 3. Administration	7
Article 4. Shares Subject to this Plan and Maximum Awards	8
Article 5. Eligibility and Participation	10
Article 6. Stock Options	10
Article 7. Stock Appreciation Rights	11
Article 8. Restricted Stock and Restricted Stock Units	12
Article 9. Performance Units/Performance Shares	13
Article 10. Cash-Based Awards and Other Stock-Based Awards	14
Article 11. Transferability of Awards	14
Article 12. Performance Measures	15
Article 13. Non-employee Director Awards	16
Article 14. Dividend Equivalents	16
Article 15. Beneficiary Designation	16
Article 16. Rights of Participants	16
Article 17. Change of Control	17
Article 18. Amendment, Modification, Suspension, and Termination	18
Article 19. Withholding	18
Article 20. Successors	18
Article 21. General Provisions	18

3.1 General. The Committee shall be responsible for administering this Plan, subject to this Article 3 and the other provisions of this Plan. The Committee may employ attorneys, consultants, accountants, agents and other individuals, any of whom may be an Employee, and the Committee, the Company and its officers and Directors shall be entitled to rely upon the advice, opinions, or valuations of any such individuals. All actions taken and all interpretations and determinations made by the Committee shall be final and binding upon the Participants, the Company, and all other interested individuals.

necessary or proper. That authority shall include, but not be limited to: selecting which Employees are Award recipients; establishing all Award terms and conditions, including the terms and conditions set forth in Award Agreements; accelerating the vesting of Awards; granting Awards as an alternative to or as the form of payment for grants or rights earned or due under compensation plans or arrangements of the Company; construing any ambiguous provision of the Plan or any Award Agreement; and, subject to Article 18, adopting modifications and amendments to this Plan or any Award Agreement, including without limitation, any that are necessary to comply with the laws of the countries and other jurisdictions in which the Company, its Affiliates and/or its Subsidiaries operate.

3.3 Delegation. The Committee may delegate to one or more of its members or to one or more officers of the Company, and/or its Subsidiaries and Affiliates, or to one or more agents or advisors, such administrative duties or powers as the Committee may deem advisable, and the Committee or any individuals to whom it has delegated duties or powers may employ one or more individuals to render advice with respect to any responsibility the Committee or those individuals may have under this Plan. The Committee may, by resolution, authorize one or more officers of the Company to do one or both of the following on the same basis as can the Committee: (a) designate Employees to be recipients of Awards; and (b) determine the size of and vesting terms for any such Awards; provided, however, that (i) in the case of Awards to be granted to Employees who are considered Insiders, the Committee shall not delegate these responsibilities to any officer; (ii) the resolution providing the authorization sets forth the total number of Awards the officer(s) may grant; and (iii) the officer(s) shall report periodically to the Committee regarding the nature and scope of the Awards granted pursuant to the delegated authority.

4.2 Share Counting. Awards that are required to be paid in cash pursuant to their terms will not reduce the share reserve. To the extent that an Award granted under the Plan is canceled, expired, forfeited, surrendered, settled by delivery of fewer shares than the number underlying the Award, settled in cash or otherwise terminated without delivery of the shares, the shares of common stock retained by or returned to the Company will (a) not be deemed to have been delivered under the Plan, (b) be available for future Awards under the Plan, and (c) increase the share reserve by one share for each share that is retained by or returned to the Company. Notwithstanding the foregoing, shares that are (i) withheld from an Award or separately surrendered by the Participant in payment of the exercise or purchase price or in payment of taxes relating to such an Award or (ii) not issued or delivered as a result of the net settlement of an outstanding Option or SAR shall be deemed to constitute delivered shares, will not be available for future Awards under Plan and shall continue to be counted as outstanding for purposes of determining whether award limits have been attained. If an Award is settled in cash, the number of shares of common stock on which the Award is based shall not

4.4 Adjustments in Authorized Shares. In the event of any corporate event or transaction (including, but not limited to, a change in the Shares or the capitalization of the Company), such as a merger, consolidation, reorganization, recapitalization, separation, partial or complete liquidation, stock dividend, stock split, reverse stock split, split up, spin-off, or other distribution of stock or property of the Company, combination of Shares, exchange of Shares, dividend in kind, or other like change in capital structure, number of outstanding Shares or distribution (other than normal cash dividends) to shareholders of the Company, or any similar corporate event or transaction, the Committee, in its sole discretion, in order to prevent dilution or enlargement of Participants’ rights under this Plan, shall substitute or adjust, as applicable, the number and kind of Shares that may be issued under this Plan or under particular forms of Awards, the number and kind of Shares subject to outstanding Awards, the Option Price or Grant Price applicable to outstanding Awards, the Annual Award Limits, and other value determinations applicable to outstanding Awards.

The Committee, in its sole discretion, also may make appropriate adjustments in the terms of any Awards under this Plan to reflect or relate to the changes or distributions and to modify any other terms of outstanding Awards, including modifications of performance goals and changes in the length of Performance Periods. Notwithstanding anything in this Plan to the contrary, the Committee may not take any action described in this Section 4.4 if the action would result in a violation of the requirements of Code Section 409A. The determination of the Committee as to the foregoing adjustments, if any, shall be conclusive and binding on Participants under this Plan.

Subject to the provisions of Article 18 and notwithstanding anything else in this Plan to the contrary, the Board or the Committee may authorize the issuance of Awards under this Plan in connection with the assumption of, or substitution for, outstanding benefits previously granted to individuals who become Employees of Libbey Inc. or any Subsidiary as a result of any merger, consolidation, acquisition of property or stock, or reorganization, upon such terms and conditions as the Committee may deem appropriate, subject to compliance with the rules under Code Sections 409A, 422, and 424, as and where applicable. Any Substitute Awards granted under the Plan shall not count against the share limitations set forth in Section 4.3 hereof, to the extent permitted by Section 711 of the NYSE MKT Company Guide or the comparable corporate governance standards of any other stock exchange on which the Company’s Shares may trade.

6.1 Grant of Options. Subject to the terms and provisions of this Plan, Options may be granted to Participants in such number, and upon such terms, and at any time and from time to time as shall be determined by the Committee in its sole discretion, provided that ISOs may be granted only to eligible Employees of the Company or of any parent or Subsidiary (as permitted under Code Sections 422 and 424). However, an Employee who is employed by an Affiliate and/or Subsidiary may be granted Options only to the extent the Affiliate and/or Subsidiary is part of: (i) the Company’s controlled group of corporations or (ii) a trade or business under common control, as of the date of grant, as determined within the meaning of Code Section 414(b) or 414(c) and substituting for this purpose ownership of at least fifty percent (50%) of the Affiliate and/or Subsidiary to determine the members of the controlled group of corporations and the entities under common control.

Notwithstanding this Section 6.3 to the contrary, in the case of an Option that is a Substitute Award, the price per share of the Shares subject to the Option may be less than the Fair Market Value per Share on the date of grant; provided, however, that X shall not exceed Y, where X is the amount, if any, by which the aggregate Fair Market Value (as of the date the Substitute Award is granted) of the Shares subject to the Substitute Award exceeds the aggregate option price thereof, and Y is the amount, if any, by which the aggregate Fair Market Value (determined by the Committee as of the time immediately preceding the transaction giving rise to the Substitute Awards) of the Shares of the predecessor entity that were subject to the grant assumed or substituted for the Company exceeds the aggregate option price of such Shares.

6.8 Termination of Employment. Each Participant’s Award Agreement shall set forth the extent to which the Participant shall have the right to exercise the Option following Termination of Employment or termination of services to the Company, its Affiliates and/or its Subsidiaries, as the case may be. These provisions shall be determined in the sole discretion of the Committee, shall be included in the Award Agreement entered into with each Participant, need not be uniform among all Options issued pursuant to this Article 6, and may reflect distinctions based on the reasons for termination.

7.1 Grant of SARs. Subject to the terms and conditions of this Plan, SARs may be granted to Participants at any time and from time to time as shall be determined by the Committee. However, an Employee who is employed by an Affiliate and/or Subsidiary may be granted SARs only to the extent the Affiliate and/or Subsidiary is: (i) part of the Company’s controlled group of corporations or (ii) a trade or business under common control, as of the date of grant, as determined within the meaning of Code Section 414(b) or 414(c) and substituting for this purpose ownership of at least fifty percent (50%) of the Affiliate and/or Subsidiary to determine the members of the controlled group of corporations and the entities under common control.

Notwithstanding this Section 7.1 to the contrary, in the case of a SAR that is a Substitute Award, the Grant Price of the Shares subject to the SAR may be less than the Fair Market Value per Share on the date of grant; provided, however, that the X shall not exceed Y, where X is the amount, if any, by which the aggregate Fair Market Value (as of the date on which the Substitute Award is granted) of the Shares subject to the Substitute Award exceeds the aggregate Grant Price with respect to the Shares subject to the Substitute Award and Y is the amount, if any, by which the aggregate Fair Market Value (determined by the Committee as of the time

8.3 Other Restrictions. The Committee shall impose such other conditions and/or restrictions on any Shares of Restricted Stock or Restricted Stock Units granted pursuant to this Plan as it may deem advisable, including, without limitation, a requirement that Participants pay a stipulated purchase price for each Share of Restricted Stock or each Restricted Stock Unit, restrictions based upon the achievement of specific performance goals, time-based restrictions on vesting following the attainment of the performance goals, time-based restrictions, restrictions under applicable laws or under the requirements of any stock exchange or market upon

8.6 Termination of Employment. Each Award Agreement shall set forth the extent to which the Participant shall have the right to retain Restricted Stock and/or Restricted Stock Units following Termination of Employment with, or provision of services to, the Company, its Affiliates and/or its Subsidiaries, as the case may be. These provisions shall be determined in the sole discretion of the Committee, shall be included in the Award Agreement entered into with each Participant, need not be uniform among all Shares of Restricted Stock or Restricted Stock Units issued pursuant to this Plan, and may reflect distinctions based on the reasons for termination.

9.4 Form and Timing of Payment of Performance Units/Performance Shares. Payment of earned Performance Units/Performance Shares shall be as determined by the Committee and as evidenced in the Award Agreement. Subject to the terms of this Plan, the Committee, in its sole discretion, may pay earned Performance Units/Performance Shares in the form of cash or in Shares (or in a combination thereof) equal to the value of the earned Performance Units/Performance Shares at the close of the applicable Performance Period, or as soon as practicable after the end of the Performance Period. Any Shares may be granted subject to any restrictions deemed appropriate by the Committee. The determination of the Committee with respect to the form of payout of the Awards shall be set forth in the Award Agreement pertaining to the grant of the Award.

9.5 Termination of Employment. Each Award Agreement shall set forth the extent to which the Participant shall have the right to retain Performance Units and/or Performance Shares following Termination of Employment with, or provision of services to, the Company, its Affiliates and/or its Subsidiaries, as the case may be. These provisions shall be determined in the sole discretion of the Committee, shall be included in the Award Agreement entered into with each Participant, need not be uniform among all Awards of Performance Units or Performance Shares issued pursuant to this Plan, and may reflect distinctions based on the reasons for termination.

10.2 Other Stock-Based Awards. The Committee may grant other types of equity-based or equity-related Awards not otherwise described by the terms of this Plan (including the grant or promise to deliver or offer for sale of unrestricted Shares) in such amounts and subject to such terms and conditions as the Committee shall determine. Other Stock-Based Awards may involve the transfer of actual Shares to Participants, or payment in cash or otherwise of amounts based on the value of Shares, and may include, without limitation, Awards designed to comply with or take advantage of the applicable local laws of jurisdictions other than the United States.

10.3 Value of Cash-Based and Other Stock-Based Awards. Each Cash-Based Award shall specify a payment amount or payment range as determined by the Committee. Each Other Stock-Based Award shall be expressed in terms of Shares or units based on Shares, as determined by the Committee. The Committee may establish performance goals in its discretion. If the Committee exercises its discretion to establish performance goals, the number and/or value of Cash-Based Awards or Other Stock-Based Awards that will be paid out to the Participant will depend on the extent to which the performance goals are met.

10.5 Termination of Employment. The Committee shall determine the extent to which the Participant shall have the right to receive Cash-Based Awards or Other Stock-Based Awards following Termination of Employment with, or provision of services to, the Company, its Affiliates and/or its Subsidiaries, as the case may be. These provisions shall be determined in the sole discretion of the Committee, may be included in an agreement entered into with each Participant, need not be uniform among all Awards of Cash-Based Awards or Other Stock-Based Awards issued pursuant to the Plan, and may reflect distinctions based on the reasons for termination.

Any Performance Measure(s) may be used to measure the performance of the Company, Subsidiary and/or Affiliate as a whole or any business unit of the Company, Subsidiary and/or Affiliate, or any combination thereof, as the Committee may deem appropriate, or any of the above Performance Measures as compared to the performance of a group of comparator companies, or published or special index that the Committee, in its sole discretion, deems appropriate, or the Company may select Performance Measure (j) above as compared to various stock market indices. The Committee also has the authority to provide for accelerated vesting of any Award based on the achievement of performance goals pursuant to the Performance Measures specified in this Article 12.

12.2 Evaluation of Performance. The Committee may provide in any such Award that any evaluation of performance may include or exclude any of the following events that occurs during a Performance Period: (a) asset write-downs, (b) litigation or claim judgments or settlements, (c) the effect of changes in tax laws, accounting principles or other laws or provisions affecting reported results, (d) any reorganization and restructuring programs, (e) acquisitions or divestitures, (g) foreign exchange gains and losses and/ or foreign currency translation adjustments; and (h) other Special Items. To the extent the inclusions or exclusions affect Awards to Covered Employees, they shall be prescribed in a form that meets the requirements of Code Section 162(m) for deductibility.

12.4 Committee Discretion. If applicable tax and/or securities laws change to permit Committee discretion to alter the governing Performance Measures without obtaining shareholder approval of the changes, the Committee shall have sole discretion to make the changes without obtaining shareholder approval provided the exercise of such discretion does not violate Code Section 409A. In addition, if the Committee determines that it is advisable to grant Awards that shall not qualify as Performance-Based Compensation, the Committee may make the grants without satisfying the requirements of Code Section 162(m) and base vesting on Performance Measures other than those set forth in Section 12.1.

Non-employee Directors may be granted Awards pursuant to this Plan only in accordance with this Article 13. Awards granted to Non-employee Directors pursuant to this Plan shall not be subject to management’s discretion. From time to time, the Nominating and Governance Committee shall set the amount(s) and type(s) of Awards that shall be granted to all Non-employee Directors on a periodic basis pursuant to the Plan, as well as any additional amount(s), if any, to be awarded, also on a periodic basis, based on each of the following: (a) the number of committees of the Board on which a Non-employee Director serves, (b) service of a Non-employee Director as the chair of a committee of the Board, (c) service of a Non-employee Director as Chairman of the Board, or (d) the first selection or appointment of an individual to the Board as a Non-employee Director. Subject to the limits set forth in Section 4.1(c) and the foregoing, the Nominating and Governance Committee shall grant these Awards to Non-employee Directors and any Non-employee Chairman of the Board, and grant new Non-employee Director Awards, as it shall from time to time determine. The terms and conditions of any grant to any Non-employee Director shall be set forth in an Award Agreement.

Any Participant selected by the Committee may be granted Dividend Equivalents on Shares that are subject to any Award, to be credited as of dividend payment dates, during the period between the date the Award is granted and the date the Award is exercised, vests or expires, as determined by the Committee. However, no Dividend Equivalents may be granted on any Award of Options or SARs, and Dividend Equivalents that are granted on any Performance Units and/or Performance Shares shall be deferred and held in escrow or deemed reinvested in additional Performance Units and/or Performance Shares until the achievement of the applicable Performance Measures and the shares underlying such additional Performance Units and/or Performance Shares will be paid only to the extent the shares to which the Dividend Equivalents relate are actually earned.

Each Participant under this Plan may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under this Plan is to be paid in case of his death before he receives any or all of the benefit. Each such designation shall revoke all prior designations by the same Participant, shall be in a form prescribed by the Committee, and shall be effective only when filed by the Participant in writing with the Company during the Participant’s lifetime. In the absence of any such beneficiary designation, benefits remaining unpaid or rights remaining unexercised at the Participant’s death shall be paid to or exercised by the Participant’s executor, administrator or legal representative.

Except to the extent that a Replacement Award is provided to the Participant, the Committee may, in its sole discretion: (i) determine that any or all outstanding Awards granted under the Plan, whether or not exercisable, will be canceled and terminated and that in connection with the cancellation and termination the holder of the Award may receive for each Share of Common Stock subject to the Awards a cash payment (or the delivery of shares of stock, other securities or a combination of cash, stock and securities equivalent to the cash payment) equal to the difference, if any, between the consideration received by shareholders of the Company in respect of a Share of Common Stock in connection with the transaction and the product of the purchase price, if any, per share under the Award and the number of Shares of Common Stock subject to the Award; provided, however, that if the product is zero or less, or to the extent that the Award is not then exercisable, the Awards will be canceled and terminated without payment therefor; or (ii) provide that the period to exercise Options or SARs granted under the Plan shall be extended (but not beyond the expiration of the Option or SAR).

17.2 Replacement Awards. An Award shall meet the conditions of this Section 17.2 (and hence qualify as a Replacement Award) if: (i) it has a value at least equal to the value of the Replaced Award as determined by the Committee in its sole discretion; (ii) it relates to publicly traded equity securities of the Company or its successor pursuant to the Change in Control or another entity that is affiliated with the Company or its successor following the Change in Control; and (iii) its other terms and conditions are not less favorable to the Participant than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent Change of Control). Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the Replaced Award if the requirements of the preceding sentence are satisfied. The determination as to whether the conditions of this Section 17.2 are satisfied shall be made by the Committee, as constituted immediately before the Change of Control, in its sole discretion.

17.3 Termination of Employment. Upon a Termination of Employment or, in the case of Directors, a termination of service as a Director, of a Participant occurring in connection with or during the period of two (2) years after the Change in Control, other than for Cause, (i) all Replacement Awards held by the Participant shall become fully vested and (if applicable) exercisable and free of restrictions, and (ii) all Options and SARs held by the Participant immediately before the termination of employment or termination of service as a Director that the Participant held as of the date of the Change in Control or that constitute Replacement Awards shall remain exercisable for not less than one (1) year following the termination or until the expiration of the stated term of the Option or SAR, whichever period is shorter; provided that, if the applicable Award Agreement provides for a longer period of exercisability, that provision shall control.

18.1 Amendment, Modification, Suspension, and Termination. Subject to Section 18.3, the Committee may, at any time and from time to time, alter, amend, modify, suspend or terminate this Plan and any Award Agreement in whole or in part; provided, however, that, without the prior approval of the Company’s shareholders and except as provided in Section 4.4, Options or SARs issued under this Plan will not be repriced, replaced or regranted through cancellation and substitution of another Award, or by lowering the Option Price of a previously granted Option or the Grant Price of a previously granted SAR, or by exchange for cash, and no amendment of this Plan shall be made without shareholder approval if shareholder approval is required by law, regulation or stock exchange rule.

19.2 Share Withholding. With respect to withholding required upon the exercise of Options or SARs, upon the lapse of restrictions on Restricted Stock and Restricted Stock Units, or upon the achievement of performance goals related to Performance Shares, or any other taxable event arising as a result of an Award granted pursuant to this Plan, Participants may elect, subject to the approval of the Committee, to satisfy the withholding requirement, in whole or in part, by having the Company withhold Shares having a Fair Market Value on the date the tax is to be determined equal to the maximum tax rate that could be imposed on the transaction and that U.S. generally accepted accounting principles permit the Company to apply while still qualifying the applicable Awards for equity accounting. All such elections shall be irrevocable, made in writing and signed by the Participant, and shall be subject to any restrictions or limitations that the Committee, in its sole discretion, deems appropriate.

21.11 Unfunded Plan. Participants shall have no right, title or interest in or to any investments that the Company and/or its Subsidiaries and/or its Affiliates may make to aid it in meeting its obligations under this Plan. Nothing contained in this Plan, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind, or a fiduciary relationship between the Company and any Participant, beneficiary, legal representative or any other individual. To the extent that any individual acquires a right to receive payments from the Company, its Subsidiaries and/or its Affiliates under this Plan, the right shall be no greater than the right of an unsecured general creditor of the Company, a Subsidiary or an Affiliate, as the case may be. All payments to be made under this Plan shall be paid from the general funds of the Company, a Subsidiary or an Affiliate, as the case may be, and no special or separate fund shall be established and no segregation of assets shall be made to assure payment of the amounts except as expressly set forth in this Plan.

21.18 Indemnification. Subject to requirements of Delaware law, each individual who is or shall have been a member of the Board, or a Committee appointed by the Board, or an officer of the Company to whom authority was delegated in accordance with Article 3, shall be indemnified and held harmless by the Company against and from any loss, cost, liability or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act under this Plan and against and from any and all amounts paid by him or her in settlement thereof, with the Company’s approval, or paid by him or her in satisfaction of any judgment in any such action, suit or proceeding against him or her, provided he or she shall give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his/her own behalf, unless the loss, cost, liability or expense is a result of his/her own willful misconduct or except as expressly provided by statute.



		VOTE BY INTERNET - 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 the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. Electronic Delivery of Future PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. 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 Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
LIBBEY INC. P.O. BOX 10060 TOLEDO, OH 43699-0060



TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:		KEEP THIS PORTION FOR YOUR RECORDS
		DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

For

All

Withhold

All

For All

Except

To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.

The Board of Directors recommends you vote

FOR the following:

Election of Directors

Nominees

Carlos V. Duno 02 Ginger M. Jones 03 Eileen A. Mallesch

The Board of Directors recommends you vote FOR proposals 2, 3 and 4.

For

Against

Abstain

Approve, by non-binding vote, 2015 compensation paid to the company’s named executive officers.

Approval of the Libbey Inc. 2016 Omnibus Incentive Plan.

Ratification of the appointment of Deloitte & Touche LLP as Libbey’s independent auditors for the fiscal year ending December 31, 2016.

NOTE: The Directors up for election are Class II directors. At the meeting shareholders will transact such other business as properly may come before the meeting.

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer.

Signature [PLEASE SIGN WITHIN BOX]

Date

Signature (Joint Owners)

Date



Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Annual Report, Notice & Proxy Statement is/are available at www.proxyvote.com.

	LIBBEY INC. Annual Meeting of Shareholders May 10, 2016 2:00 PM This proxy is solicited by the Board of Directors The shareholder(s) hereby appoint(s) Sherry L. Buck and Susan A. Kovach, or either of them, as proxies, each with the power to appoint her substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of LIBBEY INC. that the shareholder(s) is/are entitled to vote at the Annual Meeting of shareholder(s) to be held at 02:00 PM, EDT on May 10, 2016, at 335 N. St. Clair Street, Toledo, Ohio, and any adjournment or postponement thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations. Continued and to be signed on reverse side



	o	Preliminary Proxy Statement

	o	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

	x	Definitive Proxy Statement

	o	Definitive Additional Materials

	o	Soliciting Material Pursuant to §240.14a-12



	You can vote in one of four ways:
			To vote VIA THE INTERNET, visit the website listed on your proxy card, notice document or email that you received
			To vote BY TELEPHONE, call the telephone number on your proxy card, notice document or email that you received
			If you received printed copies of the proxy materials by mail, you received a proxy card and may vote BY MAIL by signing, dating and returning your proxy card in the envelope provided
			Attend the meeting IN PERSON



When:	Tuesday, May 10, 2016 at 2 p.m., local time

Where:	Libbey Corporate Showroom 335 North St. Clair Street Toledo, Ohio 43604



Company / Index	Base Period Dec 2010	Indexed Returns Years Ending
Company / Index	Base Period Dec 2010	Dec 2011	Dec 2012	Dec 2013	Dec 2014	Dec 2015
Libbey Inc.	100	82.35	125.08	135.75	203.23	139.71
Russell 2000 Index	100	95.82	111.49	154.78	162.35	155.18
Peer Group	100	92.69	122.92	173.45	175.44	171.83




	Page
Important Notice Regarding Availability of Proxy Materials	1
Questions and Answers About the Meeting	1
Who may vote?	1
What may I vote on, what are my voting options and how does the Board recommend that I vote?	1
How do I vote?	1
May I change my vote?	2
How many outstanding shares of Libbey common stock are there?	2
How big a vote do the proposals need in order to be adopted?	3
What constitutes a quorum?	3
How will votes be counted?	3
What are broker non-votes?	3
How will voting be conducted on other matters raised at the meeting?	3
When must shareholder proposals be submitted for the 2017 Annual Meeting?	3
Proposals	4
Proposal 1 — Election of Directors	4
Proposal 2 — Advisory Say-on-Pay	4
Proposal 3 — Approval of Libbey Inc. 2016 Omnibus Incentive Plan	6
Proposal 4 — Ratification of Auditors	16
Stock Ownership	17
Who are the largest owners of Libbey stock?	17
How much stock do our directors and officers own?	17
Section 16(a) Beneficial Ownership Reporting Compliance	20
Libbey Corporate Governance	21
Who are the members of our Board of Directors?	21
How is our Board leadership structured?	24
Does Libbey have Corporate Governance Guidelines?	25
What are the roles of the Board’s committees?	25
How does our Board oversee risk?	27
How does our Board select nominees for the Board?	27
How does our Board determine which directors are considered independent?	28
How often did our Board meet in fiscal 2015?	28
Certain Relationships and Related Transactions — What transactions involved directors or other related parties?	28
How do shareholders and other interested parties communicate with the Board?	28
Are Libbey’s Corporate Governance Guidelines, Code of Business Ethics and Conduct and Committee Charters available to shareholders?	29
Are Libbey’s directors required to attend Libbey’s annual meeting of shareholders?	29
Audit-Related Matters	29
Who are Libbey’s auditors?	29
What fees did Libbey pay to its auditors for Fiscal 2015 and Fiscal 2014?	29
Report of the Audit Committee	30



Filed by the Registrant	x
Filed by a Party other than the Registrant	o


•	vote, on an advisory and non-binding basis, to approve the pay of our named executives;


•	vote to approve the Libbey Inc. 2016 Omnibus Incentive Plan;


•	vote to ratify the appointment of Deloitte & Touche LLP as Libbey’s independent auditors for our fiscal year ending December 31, 2016; and


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


•	2015 net sales were $822.3 million, a decrease of 3.5% year-over-year, or an increase of 1.7% excluding currency fluctuation


•	2015 adjusted EBITDA margin (calculated as shown in Appendix A) was 14.1%, down from 14.5% in 2014


•	Our stock price decreased from $31.44 on December 31, 2014 to $21.32 on December 31, 2015, reflecting annual total shareholder return (TSR) of (31)%, as shown in the chart below.


•	Foodservice sales grew 5.8% year-over-year, or 8.0% when excluding the impact of currency, and we have achieved eleven consecutive quarters of volume growth in the foodservice channel;


•	We returned over 50% of our free cash flow to our shareholders.



	NOTICE OF 2016 ANNUAL MEETING OF SHAREHOLDERS



NOTICE OF 2016 ANNUAL MEETING OF SHAREHOLDERS



	PROXY STATEMENT SUMMARY



PROXY STATEMENT SUMMARY


◦	Through our 10b5-1 share repurchase plan adopted in December 2014, we repurchased 412,473 shares in the open market for $15.3 million; and


◦	We reinstated a quarterly dividend of $0.11 per share, which we recently increased by 5%. This increase will result in total annual dividends of $0.46 per share, the largest in our history.


•	In January 2015, we announced our Own the Moment multi-year strategy, which guides us to become a faster moving, customer-focused company, aiming to grow with improved margins and greater free cash flow;


•	We unveiled new glassware being manufactured at our Shreveport, Louisiana, facility under the Libbey Signature™ and Masters Reserve® brand names. This new collection, examples of which are shown on the cover of this proxy statement, uses our proprietary ClearFire™ glass formula, which represents the culmination of over two years of


•	We invested in recruiting strong talent in a number of critical roles throughout the organization, adding and augmenting capabilities in sales, marketing, supply chain and operations.



Named Executive	Increase in Annual Base Salary (%)	2014 SMIP Target Opportunity (%)	2015 SMIP Target Opportunity (%)	2014 LTIP Target Opportunity (%)	2015 LTIP Target Opportunity (%)
Stephanie A. Streeter Chief Executive Officer	3.0	100	100	250	300
Sherry Buck VP, Chief Financial Officer	11.8	65	70	140	140
Anthony W. Gardner, Jr. VP, Chief Commercial Officer	7.1	55	55	100	100
Salvador Miñarro Villalobos VP, GM, US and Canada	12.4	55	60	100	120
James H. White VP, Chief Operating Officer	N/A	N/A	75	N/A	150



What We Do		What We Don't Do
ü	We utilize "double-trigger" vesting of equity awards and non-equity incentives after a change in control.
ü	We provide only minimal perquisites that we believe have a sound benefit to our business.
ü	We have stock ownership / retention requirements to enhance the alignment of our executives’ interests with those of our shareholders.
ü	Our Compensation Committee retains an external, independent compensation consultant and advisors.



	Page
Compensation-Related Matters	32
Compensation Discussion and Analysis	32
Executive Summary	32
What is Libbey's executive compensation philosophy?	34
In what forms did Libbey deliver pay to its executives in 2015, and what purpose do the various forms of pay serve?	34
How does Libbey determine the forms and amounts of executive pay?	37
What pay did Libbey’s executives receive for 2015?	41
What is the Compensation Committee’s policy regarding deductibility of compensation?	44
Potential Payments Upon Termination or Change in Control	45
Compensation Committee Interlocks and Insider Participation	51
Compensation Committee Report	51
Tables	52
Summary Compensation Table	52
Grants of Plan-Based Awards Table	55
Outstanding Equity Awards at Fiscal-Year End Table	57
Option Exercises and Stock Vested for Fiscal 2015 Table	59
Retirement Plans	60
Nonqualified Deferred Compensation in Fiscal 2015 Table	60
Potential Payments Upon Termination or Change in Control Table	61
Non-Management Directors’ Compensation in 2015	66
Director Compensation for Year Ended December 31, 2015 Table	67
Other Matters	67
Certain Legal Proceedings	67
Other Business	67
General Information	68
Appendix A	69
Appendix B	1



Pay Objective		Supportive Components of 2015 Pay Program
Support our business strategy; drive long-term performance and shareholder value	•	Annual and long-term incentive plan performance measures focused on growing our business profitably, improving working capital efficiency and improving our return on invested capital (ROIC)
	•	Individual objectives heavily focused on development and execution of our Own the Moment strategy



PROPOSAL 3 — APPROVAL OF LIBBEY INC. 2016 OMNIBUS INCENTIVE PLAN



Key Features of the 2016 Omnibus Plan
	• The maximum aggregate amount of any cash-based or other stock-based Award made to any one participant in any calendar year is $5,000,000 or 500,000 shares, as determined on the date of payment
Stock Option Exercise Period	Determined by the Compensation Committee, but no more than 10 years from the date of grant
Stock Option Exercise Price	Equal to or greater than the fair market value on the date of grant, defined generally as the closing stock price on the date of grant



	Total Shares Available	Equity Dilution: Percent of Basic Common Shares Outstanding
Remaining shares authorized for future awards under the 2006 Omnibus Incentive Plan	195,242	0.89%
Requested shares available under 2016 Omnibus Plan	1,200,000	5.5%
Total shares authorized for future awards after approval of 2016 Omnibus Plan	1,395,242	6.4%


•	The number and type of awards that actually are granted under the 2016 Omnibus Plan;


•	To the extent that awards of performance shares or performance units are granted in the future, the number of performance shares or performance units that actually are earned or paid out; and


•	The extent to which the Company conducts share buybacks, which mitigate equity dilution.



Outstanding Awards as of December 31, 2015⁽¹⁾
Stock Options					Non-Vested RSUs
Range of Exercise Prices	# Outstanding	Weighted-Average Exercise Price		Weighted-Average Remaining Life	Non-Vested RSUs
$1.01 -- $1.07	14,559	$	1.04	3.14
$10.13 -- $19.02	364,089	$	16.34	6.00
$21.53 -- $29.50	182,428	$	23.82	8.25
$37.23 -- $38.06	95,595	$	37.92	9.24
Total	656,671
					315,434




(1)	As of March 11, 2016, the number of securities to be issued upon exercise of outstanding stock options granted under our 2006 Omnibus Incentive Plan was 876,093, as to which the weighted average exercise price was $19.69 and the weighted average life was 7.4 years. As of March 11, 2016, there were 431,183 non-vested RSUs outstanding.



Run Rate⁽¹⁾
	FY 2015		FY 2014		FY 2013		3-Year Average
(A) Stock options granted	108,297		233,054		203,825		181,725
(B) RSUs granted	219,010		123,782		131,555		158,116
(C) Weighted average basic common shares outstanding for fiscal year	21,816,935		21,716,288		21,216,780		21,583,334
Run Rate [(A)+(B))/(C)]	1.5	%	1.6	%	1.6	%	1.6	%




(1)	Excludes awards of RSUs and SARs that call for settlement only in cash.


◦	the exercise price (which cannot be less than fair market value),