BALL CORPORATION (NYSE:BLL) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

BALL CORPORATION (NYSE:BLL) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03

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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April25, 2018, the Board of Directors of the Company amended the Bylaws to decrease the Board of Directors from thirteen to ten, by decreasing to three the number of director positions in ClassI, decreasing to four the number of director positions in ClassII, and decreasing to three the number of director positions in Class III. Exhibit3(ii) attached hereto provides the text of the amendment.

Item 5.03.

Submission of Matters to a Vote of Security Holders

On April25, 2018, the Company held its Annual Meeting of Shareholders (“Annual Meeting”). Following are the results of the matters voted on by shareholders at the Annual Meeting:

1.

Election of Directors.

Director

For

Withheld

Robert W. Alspaugh

247,257,243

60,258,678

Michael J. Cave

248,257,522

59,258,399

Pedro Henrique Mariani

241,609,348

65,906,573

2.

Ratification of the appointment of PricewaterhouseCoopers LLP as the independent auditor for the Company for 2018.

For

Against

Abstain

316,523,259

8,033,577

686,798

3.

Approval, by non-binding advisory vote, of the compensation of the Named Executive Officers as disclosed in the 2018 Proxy Statement.

For

Against

Abstain

Broker

Non-Votes

209,611,588

96,130,574

1,773,759

17,727,713

Item 5.03.Other Events.

On April 25, 2018, the Company’s Board of Directors authorized the repurchase by the Company of up to a total of 25million shares of its common stock. This repurchase authorization replaces all previous authorizations. The repurchase authorization is described in the press release dated April25, 2018, and attached hereto as Exhibit99.1.

(d) Exhibits.

The following is furnished as an exhibit to this report:


BALL Corp Exhibit
EX-3.II 2 bll-20180427ex3iiccae48.htm EX-3.II bll_Exh_3_ii Exhibit 3(ii)     Number and Terms of Office:  The business of the Corporation shall be controlled and managed in accordance with the Indiana Business Corporation Law by a board of ten directors,…
To view the full exhibit click here

About BALL CORPORATION (NYSE:BLL)

Ball Corporation (Ball) is a supplier of metal packaging to the beverage, food, personal care and household products industries. The Company’s packaging products are produced for a range of end uses and are manufactured in facilities around the world. The Company operates in four segments: metal beverage packaging, Americas and Asia; metal beverage packaging, Europe; metal food and household products packaging, and aerospace and technologies. Its product lines include aluminum and steel beverage containers. The Company also produces steel food, aerosol, paint, general line and decorative specialty containers, as well as extruded aluminum aerosol and beverage containers and aluminum slugs. The Company sells its packaging products to multinational beverage, food, personal care and household products companies. Its aerospace business is engaged in the designing, development and manufacturing of aerospace systems for civil, commercial and national security aerospace markets.

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