BALL Corp

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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the Securities Exchange Act of 1934 (Amendment No. )

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Definitive Proxy Statement

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BALL CORPORATION

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2023 HIGHLIGHTS

We are pleased to present our 2023 achievements and initiatives.

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LETTER TO SHAREHOLDERS

Dear Fellow Shareholders,

2023 showcased the resolve of our people, the resiliency of our products and the fundamental strength of our operations. Our commitment to our employees and shareholders, as well as our leadership role on environmental, social and governance matters enables us to create value for our stakeholders and the communities where we operate. We delivered strong comparable operating earnings growth of 9.9 percent and $818 million of free cash flow amid challenging year-over-year comparisons related to our 2022 Russian business sale, lingering macroeconomic factors and a U.S. customer brand disruption muting consumer demand. We are focused on executing against our commitments, appropriately managing our capital to advance operational efficiencies so we can continuously improve our delivery of at-scale manufacturing and cost competitiveness.

In the third quarter of 2023, we entered into an agreement with BAE Systems to sell the company’s aerospace business for approximately $5.6 billion. This sale enables us to use the estimated $4.5 billion of net proceeds to pay down approximately $2 billion in debt, repurchase roughly $2 billion in stock and take other incremental actions to strengthen our balance sheet and accelerate long-term value creation through Ball’s leadership to advance sustainable aluminum packaging at scale.

With guidance from our Board, the leadership of our senior management team, and the hard work and resiliency of our approximately 16,000 colleagues around the world, we embark on 2024 with a clear path to win with an expansive and innovative product portfolio serving the needs of our beverage, personal care and household products customers; our capable manufacturing footprint; and our leadership in creating a more sustainable future.

We continue to make measurable progress towards achieving our 2030 goals and remain steadfast in our commitment to find innovative ways to lightweight our aluminum packaging portfolio; increase the recycling rates in the regions where we operate to ultimately support biodiversity; improve the efficiency of our operations and collaborate with value chain partners to drive and improve responsible sourcing standards. Notably in 2023, we published a comprehensive Climate Transition Plan —our pathway for transforming our organization into a fully circular and decarbonized business, delivering unmatched value to shareholders, customers and all other stakeholders, while allowing us to better serve our planet and achieve net zero carbon emissions between 2040 and 2050.

Additionally, we remain committed to the Aluminum Stewardship Initiative (ASI) in support of reaching our Climate Transition Plan priorities and 2030 goal of 100% of aluminum being purchased from certified sustainable sources. ASI standards enable us to align our manufacturing operations and the products we produce with social responsibility and product stewardship values. Across our value chain, we are collaborating with our partners to devise solutions that can be integrated in truly beneficial ways, while simultaneously upholding our sustainability commitments. We are focused on advancing health and environmental safety standards in our products and manufacturing facilities.

Ball is also committed to fostering an environment where all our employees, including those from diverse backgrounds are valued, respected, inspired, and rewarded so they can reach their potential. We believe achieving our diversity, equity and inclusion initiatives starts at the top with 73% of our board of directors and 55% of our executive leadership team, representing diverse backgrounds on the basis of gender or race. We are also committed to achieving stronger representation of women in leadership roles and total female representation across our global organization, including our manufacturing environments. Another testament of the dedication of our workforce, we have made a significant positive impact in the communities where we live and work by donating over 38,000 volunteer hours by participating in over 100 events in 19 countries.

We are well positioned to unlock value from our agile global footprint and innovative product portfolio to serve sustainable single use, limited use and reuse aluminum packaging, spanning various product categories and venues. We are confident in the strategic actions we have taken in 2023 and the sustainable attributes of our global aluminum packaging businesses to drive profitable growth and strong free cash flow, while increasing EVA dollars and multi-year return of value to shareholders.

We also remain deeply committed to engaging with our stakeholders to garner feedback on our strategic and capital allocation actions, sustainability goals and governance practices. During 2023, our senior leadership met with institutional shareholders representing approximately 61% of our total shares outstanding and, in 2024, we look forward to continued engagement and hosting our biennial investor day.

On behalf of the Board and our Ball team members, we thank you for investing in Ball and for continuing to entrust us to help lead the company into this new and very exciting chapter in our history.

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

The Annual Meeting of Shareholders of Ball Corporation will be held for the following purposes:​

Shareholders of record at the close of business on March 4, 2024, are entitled to notice of and to vote at the Annual Meeting or any adjournment thereof. The following Proxy Statement contains important information about the meeting and the matters being voted upon.​

This year’s Annual Meeting will be held in a virtual format through a live webcast and in person at our headquarters office. Please see the Voting and Meeting Information section for details on how to attend.​

Your vote is important. Please read the accompanying proxy materials carefully. To ensure your shares are represented at the Annual Meeting, we urge you to vote your shares by completing and returning the proxy card as promptly as possible. You also may vote by telephone or over the Internet, or if you request a paper copy of the materials, by mail. You may revoke your proxy at any time before the final vote at the Annual Meeting. All properly completed proxies (whether by mail, telephone or Internet) will be voted at the meeting in accordance with the directions given in the proxy, unless the proxy is revoked before voting concludes.​

The Notice of Annual Meeting, Proxy Statement and proxy card were first furnished and made available to shareholders on or about March 13, 2024.​

By Order of the Board of Directors,

Hannah Lim-Johnson

Corporate Secretary​

Westminster, Colorado​