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.
Owens-Illinois,Inc. 2017 Incentive Award
Plan
As noted below under Item 5.07, at the Annual Meeting of Share
Owners (the Annual Meeting) of Owens-Illinois,Inc. (the Company)
held on May11, 2017, the Companys share owners, upon the
recommendation of the Board of Directors, approved the
Owens-Illinois,Inc. 2017 Incentive Award Plan (the Plan), which
was previously adopted by the Board of Directors, subject to the
approval by the share owners. Such share owner approval also
served as approval for purposes of section 162(m)of the U.S.
Internal Revenue Code. The Plan, among other things, reserves
5,500,000 shares of common stock for issuance in the form of
equity awards to employees, consultants and non-employee
directors.
A more detailed description of the material terms of the Plan was
included in the Companys definitive proxy statement on Schedule
14A filed with the Securities and Exchange Commission on March30,
2017 (the Proxy Statement). 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 was filed as Appendix B to the Proxy Statement and is
incorporated by reference herein.
ITEM 5.07. SUBMISSION OF MATTERS TO A
VOTE OF SECURITY HOLDERS.
The Annual Meeting was held on May11, 2017. On the record date of
March15, 2017, there were 162,708,630 shares of the Companys
common stock, par value $0.01 per share 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 a one-year term on the Companys Board of
Directors was elected by vote of the share owners as follows:
|
|
AggregateVote |
|
|||||
|
Name |
|
For |
|
Withheld |
|
BrokerNon-Votes |
|
|
Gary F. Colter |
119,193,437 |
16,326,416 |
8,223,227 |
||||
|
Joseph J. DeAngelo |
134,277,541 |
1,242,312 |
8,223,227 |
||||
|
Gordon J. Hardie |
134,915,217 |
604,636 |
8,223,227 |
||||
|
Peter S. Hellman |
124,324,707 |
11,195,146 |
8,223,227 |
||||
|
Anastasia D. Kelly |
119,282,626 |
16,237,227 |
8,223,227 |
||||
|
Andres A. Lopez |
134,574,156 |
945,697 |
8,223,227 |
||||
|
John J. McMackin,Jr. |
111,593,619 |
23,926,234 |
8,223,227 |
||||
|
Alan J. Murray |
134,931,457 |
588,396 |
8,223,227 |
||||
|
Hari N. Nair |
134,231,973 |
1,287,880 |
8,223,227 |
||||
|
Hugh H. Roberts |
119,925,171 |
15,594,682 |
8,223,227 |
||||
|
Carol A. Williams |
134,543,237 |
976,616 |
8,223,227 |
||||
|
Dennis K. Williams |
119,013,663 |
16,506,190 |
8,223,227 |
Proposal 2 Ratification of Selection of Independent Registered
Public Accounting Firm:
The selection of Ernst Young LLP as the Companys independent
registered public accounting firm for 2017 was ratified by vote
of the share owners as follows:
|
AggregateVote |
|
||||||
|
For |
|
Against |
|
Abstentions |
|
BrokerNon-Votes |
|
|
139,654,082 |
3,385,701 |
703,297 |
|
Proposal 3 Advisory Vote to Approve Named Executive Officer
Compensation:
The compensation of the Companys named executive officers was
approved by advisory (non-binding) vote of the share owners as
follows:
|
AggregateVote |
|
||||||
|
For |
|
Against |
|
Abstentions |
|
BrokerNon-Votes |
|
|
131,098,313 |
4,203,777 |
217,763 |
8,223,227 |
Proposal 4 Advisory Vote on the Frequency of Holding an
Advisory Vote on Executive Compensation:
The share owners voted, on an advisory (non-binding) basis, on
the frequency of holding an advisory vote on executive
compensation. The votes regarding this proposal were as
follows:
|
AggregateVote |
|
||||||||
|
EveryOneYear |
|
EveryTwoYears |
|
EveryThreeYears |
|
Abstentions |
|
BrokerNon-Votes |
|
|
120,812,386 |
179,169 |
14,405,836 |
122,462 |
|
In accordance with the voting results on Proposal 4, the
Companys Board of Directors has determined that future advisory
votes on executive compensation will be held on an annual
basis, until the next required advisory vote on the frequency
of future advisory votes on executive compensation.
Proposal 5 Approval of the Owens-Illinois,Inc. 2017 Incentive
Award Plan:
The Plan was approved by vote of the share owners as follows:
|
AggregateVote |
|
||||||
|
For |
|
Against |
|
Abstentions |
|
BrokerNon-Votes |
|
|
126,666,107 |
8,699,168 |
154,578 |
8,223,227 |
ITEM 9.01. FINANCIAL STATEMENTS AND
EXHIBITS.
(d)Exhibits
|
ExhibitNumber |
|
Description |
|
10.1 |
Owens-Illinois,Inc. 2017 Incentive Award Plan (filed as |
About OWENS-ILLINOIS, INC. (NYSE:OI)
Owens-Illinois, Inc. is a manufacturer of glass container products. The Company’s principal product lines are glass containers for the food and beverage industries. The Company’s segments include Europe, North America, Latin America and Asia Pacific. The Company produces glass containers for alcoholic beverages, including beer, flavored malt beverages, spirits and wine. The Company also produces glass packaging for a range of food items, soft drinks, teas, juices and pharmaceuticals. The Company manufactures glass containers in a range of sizes, shapes and colors. The Company also provides engineering support for its glass manufacturing operations through facilities located in the United States, Australia, France, Poland, Colombia and Peru. As of December 31, 2016, the Company had 79 glass manufacturing plants in 23 countries. The Company has a distribution facility used to import glass containers from its business in Mexico. OWENS-ILLINOIS, INC. (NYSE:OI) Recent Trading Information
OWENS-ILLINOIS, INC. (NYSE:OI) closed its last trading session up +0.32 at 22.31 with 848,222 shares trading hands.
