UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The Annual Meeting of Share Owners (the “Annual Meeting”) of O-I Glass, Inc. (the “Company”) was held on May 15, 2024. On the record date of March 18, 2024, there were 155,686,257 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 Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (“SEC”) on April 5, 2024:
Proposal 1 - Election of Directors:
Each of the nominees for the Company’s Board of Directors (the “Board”) 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 | 133,330,994 | 1,309,755 | 330,712 | 6,989,024 | ||||||||||||
| David V. Clark, II | 133,141,032 | 1,622,717 | 207,712 | 6,989,024 | ||||||||||||
| Eric J. Foss | 122,809,255 | 11,936,017 | 226,189 | 6,989,024 | ||||||||||||
| Gordon J. Hardie | 133,329,968 | 1,414,976 | 226,517 | 6,989,024 | ||||||||||||
| John Humphrey | 131,881,043 | 2,882,497 | 207,921 | 6,989,024 | ||||||||||||
| Alan J. Murray | 125,221,508 | 9,485,902 | 264,051 | 6,989,024 | ||||||||||||
| Hari N. Nair | 132,739,976 | 1,924,026 | 307,459 | 6,989,024 | ||||||||||||
| Cheri Phyfer | 133,513,799 | 1,201,841 | 255,821 | 6,989,024 | ||||||||||||
| Catherine I. Slater | 133,160,324 | 1,555,465 | 255,672 | 6,989,024 | ||||||||||||
| Carol A. Williams | 132,004,524 | 2,718,015 | 248,922 | 6,989,024 | ||||||||||||
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, 2024 was ratified by vote of the share owners as follows:
| Aggregate Vote | ||||||||||||||
| For | Against | Abstentions | Broker Non-Votes | |||||||||||
| 137,666,746 | 4,022,896 | 270,843 | 0 | |||||||||||
Proposal 3 - 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 | |||||||||||
| 130,951,447 | 3,737,003 | 283,011 | 6,989,024 | |||||||||||
ITEM 7.01. REGULATION FD DISCLOSURE.
On May 15, 2024, after the conclusion of the Annual Meeting, the Company issued a press release announcing John Humphrey’s appointment as Independent Board Chair and Gordon J. Hardie’s effective date of May 15, 2024 as President and Chief Executive Officer. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in this Item 7.01 and in Exhibit 99.1 hereto is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
ITEM 8.01. OTHER EVENTS.
On May 15, 2024, the Company announced that the Board had authorized a $100 million anti-dilutive share repurchase program for the Company’s common stock that the Company intends to use to offset future incentive awards. This authorization supersedes and replaces any prior repurchase authorizations.
Under the repurchase program, repurchases can be made from time to time using a variety of methods, which may include open market purchases, privately negotiated transactions, or otherwise, all in accordance with the rules of the SEC and other applicable legal requirements. The specific timing, price and size of purchases will depend on prevailing stock prices, general economic and market conditions, and other considerations. The repurchase program does not obligate the Company to acquire any particular amount of its common stock, and the repurchase program may be suspended or discontinued at any time at the Company’s discretion.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
| (d) | Exhibits. |
| Exhibit No. |
Description | |
| 99.1 | Press Release issued on May 15, 2024 | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL 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.
| O-I GLASS, INC. | ||
| Date: May 15, 2024 | By: | /s/ Darrow A. Abrahams |
| Name: | Darrow A. Abrahams | |
| Title: | Senior Vice President, General Counsel & Corporate Secretary | |