OWENS-ILLINOIS,INC. (NYSE:OI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
The Board of Directors (the “Board”) of Owens-Illinois,Inc. (the “Company”) appointed John A. Haudrich as Senior Vice President and Chief Financial Officer of the Company today.
Mr.Haudrich succeeds Jan A. Bertsch, who is stepping down and retiring today as Senior Vice President and Chief Financial Officer of the Company. Ms.Bertsch will serve as an advisor until her expected departure from the Company in mid-2019.
Mr.Haudrich, age 51, has served as the Company’s Senior Vice President and Chief Strategy and Integration Officer since November2015. In addition, Mr.Haudrich served as the Company’s Vice President and Acting Chief Financial Officer (2015), Vice President, Finance and Corporate Controller (2011 to 2015) and Vice President,Investor Relations (2009 to 2011).
Mr.Haudrich will receive an annual base salary of $550,000, a target annual incentive of 80% of his annual base salary and be eligible for annual long-term equity grants under the Company’s long-term incentive program with an aggregate annual grant-date target value of 200% of his annual base salary. In addition, Mr.Haudrich was granted one-time awards of restricted stock units (“RSUs”) and performance stock units (“PSUs”) with grant-date fair values of $200,000 and $300,000, respectively. Twenty-five percent (25%) of the RSUs will vest on each of the first four anniversaries of the grant date, subject to his continued employment through the vesting date (except as otherwise specified in the award agreement). The PSUs are eligible to vest on January1, 2022 based on the Company’s relative total shareholder return, cumulative annual diluted earnings per share and average annual return on invested capital during the three-year period ending on December31, 2021, subject to his continued employment through the vesting date (except as otherwise specified in the award agreement). The RSUs and PSUs were granted in tandem with dividend equivalents that, from the grant date until the payment, forfeiture or other termination of the RSUs or PSUs (as applicable) to which such dividend equivalents relate, will entitle Mr.Haudrich to receive an amount equal to the dividends declared on the Company’s common stock underlying the RSUs or PSUs (as applicable), to the extent such RSUs or PSUs become vested. Mr.Haudrich is eligible to participate in the other components of the Company’s executive compensation program, including the retirement, severance, health and welfare programs and other benefits, which are described in the Company’s Definitive Proxy Statement filed on April2, 2019.
Ms.Bertsch’s departure from the Company in mid-2019 will be treated as a retirement for purposes of each of her then-outstanding equity awards granted under the Company’s long-term incentive program.
ITEM 7.01. REGULATION FD DISCLOSURE.
A copy of the Company’s press release announcing the appointment of Mr.Haudrich and the departure of Ms.Bertsch is attached hereto as Exhibit99.1 and is incorporated herein by reference.
The information contained in this Item 7.01 is being furnished and shall not be deemed “filed” with the Securities and Exchange Commission or otherwise incorporated by reference into any registration statement or other document filed to the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
Press Release dated April4, 2019
OWENS ILLINOIS INC /DE/ Exhibit
EX-99.1 2 a19-7871_1ex99d1.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE For more information,…
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About OWENS-ILLINOIS,INC. (NYSE:OI)
Owens-Illinois, Inc. is engaged in the manufacturing of glass containers. The Company’s principal product lines are glass containers for the food and beverage industries. Its segments include Europe, North America, Latin America and Asia Pacific. It produces glass containers for alcoholic beverages, including beer, flavored malt beverages, spirits and wine. It also produces glass packaging for a range of food items, soft drinks, teas, juices and pharmaceuticals. The Europe segment produces glass containers for the beer, wine, champagne, spirits and food markets. The North America segment has over 20 glass container manufacturing plants and over one distribution facility in the United States and Canada. The Latin America segment produces glass containers for beer, non-alcoholic beverages, spirits, flavored malt beverages, wine, food and pharmaceutical markets. The Asia Pacific segment primarily produces glass containers for the beer, wine, food and non-alcoholic beverage markets.