8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

____________

FORM 8-K

____________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 10, 2020

CROWN HOLDINGS, INC.

 (Exact name of Registrant as specified in its charter)

Pennsylvania	000-50189	75-3099507
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

770 Township Line Road

Yardley, Pennsylvania 19067

(215) 698-5100

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices)

Not Applicable

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) 

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12) 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) 

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Emerging growth company ☐  

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

 

Title of each class	Trading Symbols	Name of each exchange on which registered
Common Stock $5.00 Par Value	CCK	New York Stock Exchange
7 3/8% Debentures Due 2026	CCK26	New York Stock Exchange
7 1/2% Debentures Due 2096	CCK96	New York Stock Exchange

TABLE OF CONTENTS

Item 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS

SIGNATURE

INDEX TO EXHIBITS

EX-99 PRESS RELEASE

2

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

On December 10, 2020, Dwayne Wilson was elected to serve on the Board of Directors of the Company.

Mr. Wilson most recently served as Senior Vice President of Fluor Corporation, a construction and engineering company.

At this time, Mr. Wilson has not been appointed to serve on any committees of the Board. Mr. Wilson will receive the same compensation that the other directors who are not employees of the Company receive for Board and committee membership, as described in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on March 16, 2020.

There are no arrangements between Mr. Wilson and any other person pursuant to which Mr. Wilson was appointed to serve as a director of the Company, nor are there any transactions in which the Company is a participant in which Mr. Wilson has a direct or indirect material interest.

Item 9.01. Financial Statements and Exhibits

(c) Exhibits.

The following is furnished as an exhibit to this report.

99. Crown Holdings, Inc. press release dated December 10, 2020.

3

SIGNATURE

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

CROWN HOLDINGS, INC.

By:	/s/ David A. Beaver
	David A. Beaver
	Vice President and Corporate Controller

Dated: December 11, 2020

4

INDEX TO EXHIBITS

Exhibit Number	Description
99	Press release, dated December 10, 2020, issued by Crown Holdings, Inc.
101	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

5

EX-99

News Release Corporate Headquarters 770 Township Line Road Yardley, PA 19067-4219

CROWN HOLDINGS, INC. ELECTS DWAYNE WILSON

TO ITS BOARD OF DIRECTORS

Yardley, PA - December 10, 2020. Crown Holdings, Inc. (NYSE: CCK) announced today that Dwayne Wilson has been elected to the Company’s Board of Directors. The Board now has 13 members.

Mr. Wilson most recently served as Senior Vice President of Fluor Corporation, a leading $18 billion construction and engineering company, where he spent 36 years in executive and leadership roles of increasing responsibility. During his tenure at Fluor, Mr. Wilson served as president of a number of business units, including Savannah River Nuclear Solutions, Industrial and Infrastructure, and Metals and Mining. Earlier in his career, he held a number of manufacturing, commercial and project management roles.

Mr. Wilson has a Bachelor of Science degree in Civil Engineering from Loyola Marymount University. He serves as a director of Sterling Construction Company, Inc., a civil and residential construction firm, and Ingredion Incorporated, a global ingredients solutions company. Mr. Wilson formerly served as a director of AK Steel Holding Corporation.

John W. Conway, Chairman of the Board, commented, “We are very pleased to welcome Dwayne to the Board. Through his executive and board roles, he has gained a broad range of experience and exposure to a number of diverse end markets. The company will benefit from his knowledge and perspective, particularly in the areas of technology, operational excellence and supply chain management.”

About Crown Holdings, Inc.

Crown Holdings, Inc., through its subsidiaries, is a leading global supplier of rigid packaging products to consumer marketing companies, as well as transit and protective packaging products, equipment and services to a broad range of end markets. World headquarters are located in Yardley, Pennsylvania. For more information, visit www.crowncork.com.

For more information, contact:

Thomas A. Kelly, Senior Vice President and Chief Financial Officer, (215) 698-5341, or

Thomas T. Fischer, Vice President, Investor Relations and Corporate Affairs, (215) 552-3720

XML

Cover	Dec. 10, 2020
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Dec. 10, 2020
Entity Registrant Name	CROWN HOLDINGS, INC.
Entity Incorporation, State or Country Code	PA
Entity File Number	000-50189
Entity Tax Identification Number	75-3099507
Entity Address, Address Line One	770 Township Line Road
Entity Address, City or Town	Yardley
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	19067
City Area Code	215
Local Phone Number	698-5100
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001219601
Amendment Flag	false
New York Stock Exchange
Document Information [Line Items]
Title of 12(b) Security	Common Stock $5.00 Par Value
Trading Symbol	CCK
Security Exchange Name	NYSE
7 3/8% Debentures Due 2026 | New York Stock Exchange
Document Information [Line Items]
Title of 12(b) Security	7 3/8% Debentures Due 2026
Trading Symbol	CCK26
Security Exchange Name	NYSE
7 1/2% Debentures Due 2096 | New York Stock Exchange
Document Information [Line Items]
Title of 12(b) Security	7 1/2% Debentures Due 2096
Trading Symbol	CCK96
Security Exchange Name	NYSE