BALL Corp

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The following summary highlights certain key disclosures in this Proxy Statement. This is only a summary, and it may not contain all the information that is important to you. For more complete information, please review the entire Proxy Statement as well as our 2023 Annual Report on Form 10-K.

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Shareholders of record as of March 4, 2024, desiring to submit a proxy by telephone or via the Internet will be required to enter the unique voter control number imprinted on the proxy card. You should have the proxy card available for reference when initiating this process.

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(1)

Certain plans have different voting deadlines as set forth in the voting and meeting information on pages 74-75.

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Ball Corporation’s more than 140-year legacy is built on a strong foundation that focuses on economic, social and environmental sustainability. Sustainability guides how we manage and operate our strategy and all our businesses, serve our customers, care for the environment and our communities, and drive long-term value creation.

We focus our sustainability efforts on climate leadership, real circularity, operational excellence, human capital management, EVA®1 generation, and community engagement. In our manufacturing operations around the world, we work to continuously improve employee safety and engagement, diversity and inclusion, and energy and water efficiency, as well as to reduce air emissions and waste, and to promote recycling.

Reporting Standards

Ball’s Environment, Social and Governance (ESG) disclosure is included within its annual Combined Report. Our sustainability reporting is currently prepared in accordance with the voluntary standards issued by the Global Reporting Initiative (GRI) and Sustainability Accounting Standards Board (SASB), now part of the IFRS Foundation. This includes third party verified key sustainability indicators; progress towards 2030 Sustainability Goals; and our processes to identify, assess and manage sustainability-related risks and opportunities. Ball is now preparing to comply with the evolving landscape of mandatory sustainability disclosure rules, such as the European Corporate Sustainability Reporting Directive (CSRD), the SEC Climate Disclosure Rule, and California Climate Bills. We will continue to review sustainability reporting recommendations, as well as upcoming regulations, to remain in alignment with the latest standards.

The Benefits of Ball’s Aluminum Products

At Ball, we have an expansive portfolio of infinitely recyclable aluminum cans, bottles and cups, which serve a variety of needs from single use and recycle, to refill and reuse. Supported by the high economic value of aluminum scrap, cans have the highest recycling rates of any beverage packaging substrate globally and come with the highest average recycled content. Aluminum is also well suited to comply with upcoming sustainability compliance requirements for packaging in several parts of the world, which often come with fees for substrates with less favorable circularity credentials.

Ball is innovating and collaborating across the value chain, to establish and support initiatives to decarbonize can

manufacturing and the aluminum sector, and to increase global recycling rates of aluminum packaging. These efforts include programs to ensure a reliable supply of low carbon aluminum and renewable electricity for our operations, as well as advocating for effective systems, and educating consumers about aluminum’s sustainability benefits. As described onwww.ball.com/sustainability, our Real Circularity Vision is for aluminum to be truly and infinitely recycled in a closed loop with minimum losses.

In addition, Ball is committed to 1.5 degree aligned science-based targets and achieving net zero carbon emissions prior to 2050. As outlined in our Climate Transition Plan onwww.ball.com/sustainability, Ball is collaborating internally and externally to address all levers for achievement.

From our Aluminum Stewardship Initiative (ASI) certified plants and suppliers, along with Cradle to Cradle Material Health certified coatings, Ball packaging comes with excellent sustainability credentials for our customers and consumers.

Focus on Human Capital, Diversity and Inclusion

Ball’s long-term success depends not only on our products and our operations, but also on an engaged and sustainable workforce. We continue to invest in recruitment, retention, and talent development to ensure we have the right people with the right skills in the right roles with a strong focus on diversity and inclusion. We have implemented a rigorous hiring and development process and our leadership framework sets out clear behaviors that we expect from our managers. Our engagement approach seeks to ensure that everyone at Ball is motivated to perform their best work every day.

Commitment to Community

A healthy and sustainable business also depends on thriving communities. Ball’s commitment to the communities where we live and operate is an integral part of our culture and we continue to support organizations, programs and civic initiatives that advance sustainable livelihoods. Through our extensive community engagement, via The Ball Foundation, corporate giving, employee giving and volunteerism, we enrich our local communities beyond providing jobs, benefits and paying local taxes. Each year Ball and its employees donate, volunteer, and support non-profit organizations centered on building sustainable communities through recycling, education, and disaster preparedness and relief initiatives.

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(1)

EVA® is a registered trademark of Stern Value Management Ltd.

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Committee Chair Committee Member Lead Independent Director Audit Committee financial expert

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Our Board represents a diverse and balanced mix of viewpoints, backgrounds, experience, skill sets and personal traits. Additional information about each director is provided in the biographies beginning on page 11.

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(1)

Ball Corporation completed the sale of the aerospace business to BAE Systems in February 2024.

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Our company delivered strong full-year comparable operating earnings and free cash flow in 2023, despite a major brand disruption in North America, challenging year-over-year comparisons in EMEA following the 2022 Russian business sale, hyperinflationary effects in Argentina and activities associated with the announced aerospace sale process. Full year 2023 results were driven by improved operations, cost out initiatives, inflation recovery and right sizing our inventory. To enable long-term shareholder value and EVA® dollar generation we had a relentless focus on managing supply/demand balance, cost out initiatives and inflation recovery. Despite volatile global markets our team executed at a high level, quickly adapting to changing market conditions, managing costs, achieving progress on our 2030 sustainability goals and delivering strong free cash flow in excess of our full-year goal.

Compensation Policies and Practices

We adhere to sound practices and policies that advance the continuous improvement and accountability of our executive compensation program:

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our Human Resources Committee (the “HR Committee”), composed entirely of independent directors, meets regularly with executives and senior management;

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an independent compensation consultant reports directly to the HR Committee;

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total compensation is reviewed via tally sheets;

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we externally benchmark compensation levels and incentive design practices;

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dividend equivalents for stock awards that accrue during the vesting and/or performance periods are paid only if vesting terms and/or performance measures are achieved;

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perquisites are nominal and are not grossed-up for taxes;

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the HR Committee continually assesses the relationship between risk and our compensation programs;

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we have anti-hedging and anti-pledging policies for our executives and directors;

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Cash incentive and stock compensation (including service-based and performance-based) to any executive officer (current or former) or executive at the level of vice president or above is subject to a robust recoupment (‘‘clawback”) policy, including a shareholder-approved clawback provision, that applies in the case of a required financial restatement, and in the case of fraud, intentional misconduct or actions causing harm to Ball Corporation, regardless of a requirement for financial restatement;

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our change-in-control agreements have multiples that do not exceed two times pay and require a termination of employment following a change in control (“double trigger”) before severance benefits are due, consistent with the change in control provision in our Amended and Restated 2013 Stock and Cash Incentive Plan; and

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excise tax gross-ups were eliminated in change-in- control agreements entered into after January 1, 2010 and do not apply to any currently employed executive officer.

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2023 Target Total Compensation Mix

Consistent with our pay-for-performance and management-as-owners philosophy, the majority of the target total compensation for our named executive officers is variable and at-risk based strictly on performance. The emphasis on longer term compensation, through performance-based long-term cash and stock awards, ensures a strong continued alignment between our executives and shareholder interests.

2023 CEO TARGET COMPENSATION MIX

2023 AVERAGE OTHER NEO TARGET COMPENSATION(1)

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(1)

Average NEO target compensation mix includes Mr. Yu’s annualized Base Salary and Short-Term Cash Incentive and excludes his one-time, service-based RSU and cash awards granted upon his hire to make up for forfeited awards with his previous employer.

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