BALL CORPORATION (NYSE:BLL) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October24, 2017, the Ball Corporation (the "Company") Board of Directors (the "Board") increased the number of directors on the Board from eleven to thirteen and elected Cathy Ross and Pedro Henrique Mariani as directors of the Company to fill the vacancies.
Ms.Ross worked at FedEx Express, FedEx Corporation's largest operating unit, in financial roles of increasing responsibility for 30years, most recently as executive vice president and chief financial officer. Prior to her career at FedEx, she worked at Kimberly-Clark Corporation andProcter & Gamble. Ross currently sits on the boards of directors of Avon Products, Inc. and Steelcase, Inc.
Mr.Mariani has served as an advisory director of the Company since July 2010. Mr.Mariani was nominated to the full Board by Participações Industriais do Nordeste S.A., a Brazilian corporation ("PIN"), the holder of approximately 3.3percent of the shares of common stock of the Company outstanding (the "Common Stock"), to an agreement with the Company. PIN acquired its shares of Common Stock in late 2015 as described below in the PIN Exchange. So long as PIN holds at least 3percent of the total outstanding shares of Common Stock or 90percent of the shares of Common Stock it acquired in the PIN Exchange (subject to adjustment for future stock splits, bonus shares or similar corporate actions), PIN is entitled to nominate one person to the Board, subject to approval by the Board. In his new role, Mr.Mariani will serve as a full Board member.
As previously announced, on October26, 2015, the Company entered into an exchange agreement (the "Exchange Agreement") among the Company, Ball International Holdings, B.V., a private company with limited liability under the laws of the Netherlands and a wholly owned subsidiary of the Company ("Ball International"), and PIN to which the Company agreed to issue, from the Company's treasury shares, 5,729,662shares of Common Stock (prior to the 2017 stock split) to Ball International, and Ball International agreed with PIN to exchange such shares of Common Stock for 30,553,128common shares of Latapack S.A., a Brazilian company ("Latapack"), then held by PIN and which then constituted approximately 76.3percent of the total issued and outstanding common shares of Latapack (the "PIN Exchange"). The Company, Ball International, and PIN completed the PIN Exchange on December21, 2015, to the Exchange Agreement. Immediately prior to the PIN Exchange, the Company held approximately 20.1percent of Latapack's issued and outstanding common shares and Latapack owned 50percent of the Company's Latapack-Ball joint venture in Brazil, with the Company owning the other 50percent. As a result of the PIN Exchange and a separate, similar exchange with a private individual for the remaining approximately 3.6percent of Latapack not acquired by the Company in the PIN Exchange, both Latapack and the Latapack-Ball joint venture entity became wholly owned subsidiaries of the Company.
At the time of the Exchange Agreement, the PIN Exchange and currently, Mr.Mariani, together with certain of his family members held and holds an approximately 10percent equity interest in PIN.
A copy of the press release is attached hereto as Exhibit99.1.
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Item 5.02 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On October24, 2017, the Board of Directors of the Company amended the Bylaws to increase the Board of Directors from eleven to thirteen, by increasing to five the number of director positions in ClassII, and increasing to four the number of director positions in ClassIII. Exhibit3(ii) attached hereto provides the text of the amendment.
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Item 5.02 |
Financial Statements and Exhibits. |
| (d) | Exhibits. |
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The following are furnished as exhibits to this report: |
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Exhibit3(ii) |
Article3, SectionA of the Amended Bylaws. |
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Exhibit99.1 |
Ball Corporation Press Release dated October24, 2017. |
BALL Corp ExhibitEX-3.II 2 ex-3ii.htm 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 thirteen 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.