UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
| (State or other
jurisdiction of incorporation) |
(Commission |
(IRS
Employer |
|
(Address of principal executive offices) |
(Zip Code) |
(
(Registrant’s telephone number, including area code)
(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 (17 CFR 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name
of each exchange on which |
|
|
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. ¨
| ITEM 5.02 | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. |
O-I Glass, Inc. Fourth Amended and Restated 2017 Incentive Award Plan
As noted below under Item 5.07, at the Annual Meeting of Share Owners (the “Annual Meeting”) of O-I Glass, Inc. (the “Company”) held on May 9, 2023, the Company’s share owners, upon the recommendation of the Board of Directors, approved the O-I Glass, Inc. Fourth Amended and Restated 2017 Incentive Award Plan (the “Plan”), which was adopted by the Board of Directors on March 23, 2023, subject to the approval by the Company’s share owners. The Plan amends and restates the Company’s Third Amended and Restated 2017 Incentive Award Plan in its entirety.
The Plan, among other things, increases the number of shares of the Company’s common stock that may be issued thereunder by an additional 6,250,000 shares to a total of 24,600,000 shares. The Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalents and other stock or cash awards to employees, consultants and non-employee directors of the Company and its subsidiaries.
A more detailed description of the material terms of the Plan was included in the Company’s Definitive Proxy Statement (“Proxy Statement”) on Schedule 14A filed with the Securities and Exchange Commission (“SEC”) on March 29, 2023. The foregoing and the summary in the Proxy Statement are not complete summaries of the terms of the Plan and are qualified by reference to the text of the Plan, which is included as Exhibit 10.1 hereto and is incorporated by reference herein.
| ITEM 5.07 | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
The Annual Meeting was held on May 9, 2023. On the record date of March 14, 2023, there were 155,226,692 shares of the Company’s common stock outstanding. The following proposals were submitted to a vote of the share owners at the Annual Meeting, each of which is described in detail in the Proxy Statement:
Proposal 1 – Election of Directors:
Each of the nominees for the Company’s Board of Directors was elected to serve a one-year term by vote of the share owners as follows:
| Aggregate Vote | ||||||||||||||||
| Name | For | Against | Abstentions | Broker Non-Votes | ||||||||||||
| Samuel R. Chapin | 135,653,121 | 1,311,387 | 302,566 | 6,331,763 | ||||||||||||
| David V. Clark, II | 136,116,612 | 811,722 | 338,740 | 6,331,763 | ||||||||||||
| Gordon J. Hardie | 134,644,899 | 2,310,290 | 311,885 | 6,331,763 | ||||||||||||
| John Humphrey | 135,786,465 | 1,178,676 | 301,933 | 6,331,763 | ||||||||||||
| Andres A. Lopez | 135,650,775 | 1,519,893 | 96,406 | 6,331,763 | ||||||||||||
| Alan J. Murray | 117,479,852 | 19,471,548 | 315,674 | 6,331,763 | ||||||||||||
| Hari N. Nair | 132,224,311 | 4,696,274 | 346,489 | 6,331,763 | ||||||||||||
| Catherine I. Slater | 135,737,713 | 1,245,958 | 283,403 | 6,331,763 | ||||||||||||
| John H. Walker | 134,820,233 | 2,144,951 | 301,890 | 6,331,763 | ||||||||||||
| Carol A. Williams | 134,539,124 | 2,442,011 | 285,939 | 6,331,763 | ||||||||||||
Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm:
The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 was ratified by vote of the share owners as follows:
| Aggregate Vote | ||||||||||||||
| For | Against | Abstentions | Broker Non-Votes | |||||||||||
| 139,962,667 | 3,350,376 | 285,794 | 0 | |||||||||||
Proposal 3 — Approval of the Company’s Fourth Amended and Restated 2017 Incentive Award Plan:
The Plan was approved by vote of the share owners as follows:
| Aggregate Vote | ||||||||||||||
| For | Against | Abstentions | Broker Non-Votes | |||||||||||
| 132,775,803 | 4,287,067 | 204,204 | 6,331,763 | |||||||||||
Proposal 4 —Advisory Vote to Approve Named Executive Officer Compensation:
The compensation of the Company’s named executive officers was approved by an advisory (non-binding) vote of the share owners as follows:
| Aggregate Vote | ||||||||||||||
| For | Against | Abstentions | Broker Non-Votes | |||||||||||
| 134,088,863 | 3,018,122 | 160,089 | 6,331,763 | |||||||||||
Proposal 5 —Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of the Named Executive Officers:
The frequency of future advisory votes to approve the compensation of the named executive officers was determined by an advisory (non-binding) vote of the share owners as follows:
| Aggregate Vote | ||||||||||||||||||
| 1 Year | 2 Years | 3 Years | Abstentions | Broker Non-Votes | ||||||||||||||
| 131,733,122 | 259,856 | 5,145,555 | 128,541 | 6,331,763 | ||||||||||||||
In accordance with the voting results on Proposal 5, the Company’s Board of Directors has determined that future advisory votes to approve the compensation of the named executive officers will be held on an annual basis, until the next required advisory vote on the frequency of future advisory votes to approve the compensation of the named executive officers.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS. |
| (d) | Exhibits |
| Exhibit No. | Description | |
| 10.1 | O-I Glass, Inc. Fourth Amended and Restated 2017 Incentive Award Plan (filed as Appendix B to O-I Glass, Inc.’s Definitive Proxy Statement on Schedule 14A filed March 29, 2023, File No. 1-9576, and incorporated herein by reference) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: May 10, 2023 | O-I GLASS, INC. | |
| By: | /s/ John A. Haudrich | |
| John A. Haudrich | ||
| Senior Vice President and Chief Financial Officer | ||