O-I Glass Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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| 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. Fifth 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 14, 2025, the Company’s share owners, upon the recommendation of the Board of Directors of the Company (the “Board”), approved the O-I Glass, Inc. Fifth Amended and Restated 2017 Incentive Award Plan (the “Plan”), which was adopted by the Board on March 26, 2025, subject to the approval by the Company’s share owners. The Plan amends and restates the Company’s Fourth Amended and Restated 2017 Incentive Award Plan in its entirety.
The Plan, among other things, (1) increases the number of shares of the Company’s common stock that may be issued thereunder by an additional 9,000,000 shares to a total of 33,600,000 shares; and (2) provides that upon a “change in control” of the Company (as defined in the Plan), outstanding awards (i) held by non-employee directors will vest in full and (ii) that are held by participants other than non-employee directors and are not continued, converted, assumed or replaced in connection with the change in control will vest in full (with performance-based awards vesting at target levels of performance). 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 April 1, 2025. 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 14, 2025. On the record date of March 19, 2025, there were 154,668,859 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 | 125,057,783 | 1,863,648 | 473,314 | 10,139,478 | |||||||||
| David V. Clark, II | 111,915,608 | 14,912,363 | 566,774 | 10,139,478 | |||||||||
| Eric J. Foss | 122,921,894 | 3,922,876 | 549,975 | 10,139,478 | |||||||||
| Eugenio Garza y Garza | 123,381,636 | 3,445,630 | 567,479 | 10,139,478 | |||||||||
| Gordon J. Hardie | 124,148,392 | 2,820,031 | 426,322 | 10,139,478 | |||||||||
| John Humphrey | 123,182,446 | 3,747,517 | 464,782 | 10,139,478 | |||||||||
| Iain J. Mackay | 123,388,530 | 3,336,026 | 670,189 | 10,139,478 | |||||||||
| Hari N. Nair | 112,271,275 | 14,634,341 | 489,129 | 10,139,478 | |||||||||
| Cheri Phyfer | 114,599,747 | 12,248,927 | 546,071 | 10,139,478 | |||||||||
| Catherine I. Slater | 115,004,089 | 11,993,646 | 397,010 | 10,139,478 | |||||||||
| Carol A. Williams | 111,711,173 | 14,725,453 | 958,119 | 10,139,478 | |||||||||
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, 2025 was ratified by vote of the share owners as follows:
| Aggregate Vote | ||||||||||
| For | Against | Abstentions | Broker Non-Votes | |||||||
| 132,024,877 | 4,691,285 | 818,061 | 0 | |||||||
Proposal 3 — Approval of the Company’s Fifth 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 | |||||||
| 120,622,053 | 6,619,273 | 153,419 | 10,139,478 | |||||||
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 | |||||||
| 83,910,833 | 43,193,456 | 290,456 | 10,139,478 | |||||||
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS. |
| (d) | Exhibits |
| Exhibit No. | Description | |
| 10.1 | O-I Glass, Inc. Fifth Amended and Restated 2017 Incentive Award Plan (filed as Appendix B to O-I Glass, Inc.’s Definitive Proxy Statement on Schedule 14A filed April 1, 2025, File No. 1-9576, and incorporated herein by reference) | |
| 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.
| Date: May 15, 2025 | O-I GLASS, INC. | |
| By: | /s/ John A. Haudrich | |
| John A. Haudrich | ||
| Senior Vice President and Chief Financial Officer | ||