BALL Corp
For the period ended Apr 30, 2025. Filed Mar 20, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 30, 2025 · Filed Mar 20, 2025
Contents
PROXY STATEMENT SUMMARY
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 2024 Annual Report on Form 10-K.
| | BALL CORPORATION 2025 ANNUAL MEETING OF SHAREHOLDERS | | | | |
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| | | WHEN | | | | | | | | WHERE | | | | | | | | RECORD DATE | | |
| | | Wednesday April 30, 2025 8:00 A.M., Mountain Daylight Time | | | | | | | | Virtually via Webcast www.virtualshareholdermeeting.com/BALL2025 In-Person at 9200 W. 108th Circle, Westminster, CO 80021 | | | | | | | | You can vote if you are a shareholder of record on February 20, 2025 | | |
| | PROPOSALS TO BE VOTED ON AT THE ANNUAL MEETING | | | | |
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| | | | | Item | | | Management Proposals | | | ► See page | |
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| | 1 | | | Election of ten director nominees to serve for a one-year term expiring at the annual meeting in 2026: ■ John A. Bryant ■ Michael J. Cave ■ Aaron M. Erter ■ Daniel W. Fisher ■ Dune E. Ives ■ Cynthia A. Niekamp ■ Todd A. Penegor ■ Cathy D. Ross ■ Betty J. Sapp ■ Stuart A. Taylor II | | | FOR each nominee | | | 69 | |
| | 2 | | | Ratification of appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the company for 2025 | | | FOR | | | 70 | |
| | 3 | | | Approve, by non-binding advisory vote, the compensation of the named executive officers (“NEOs”) as disclosed in the following Proxy Statement | | | FOR | | | 71 | |
| | 4 | | | Approve, an amendment to the Corporation’s Articles of Incorporation to remove the default Board size provision | | | FOR | | | 72 | |
| | | | | To consider any other business as may properly come before the meeting, although it is anticipated that no business will be conducted other than the matters listed above | | | | | | | |
| | | IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUALSHAREHOLDER MEETING The Proxy Statement, Form 10-K and Annual Report are available at http://materials.proxyvote.com. | | |
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| | | | HOW TO VOTE | |
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Shareholders of record as of February 20, 2025, 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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| | The deadline(1) to vote is 11:59 p.m. EDT on April 29, 2025, unless you attend the Annual Meeting | | | Registered holders (shares are registered in your own name) | | | Beneficial owners (shares are held “in street name” in a stock brokerage account or by a bank, nominee or other holder of record) | | |||
| | | | BY MOBILE DEVICE | | | Scan the QR code | | ||||
| | | | BY INTERNET | | | Vote your shares online 24/7 at www.proxyvote.com | | ||||
| | | | BY TELEPHONE | | | Call toll-free 24/7: 1-800-690-6903 | | ||||
| | | | BY MAIL | | | If you requested printed copies of the proxy materials, please complete, date, sign and return your proxy card in the postage-paid envelope | | | Complete, date, sign and return your voting information form in the postage-paid envelope | | |
| | | | ATTEND ANNUAL MEETING | | | ■ Attend the Annual Meeting and vote by ballot | | | ■ Attend the Annual Meeting and vote by ballot ■ You will need to coordinate with the registered holder of your shares | | |
| | | | | Voluntary E-delivery of Proxy Materials Help the environment by consenting to receive electronic delivery. Sign up at www.proxyvote.com. | | |
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(1)
Shares held in a brokerage account or by a bank, nominee or other holder of record may need to be voted by earlier deadlines set by your service provider.
2 | WWW.BALL.COM/INVESTORS
| | COMPANY SUSTAINABILITY | | | | |
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| | | | OUR COMMITMENT TO CORPORATE SOCIAL RESPONSIBLITY AND ENVIRONMENTAL SUSTAINABILITY | |
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Our customers look to us as a trusted partner to help them meet their business goals and reporting requirements in a complex and changing regulatory environment. We start by setting rigorous standards for ourselves in everything we do and by ensuring we meet the expectations of our investors to uphold responsible business standards, including risk mitigation and regulatory preparedness.
We work to ensure the consistent adoption of these standards across Ball’s global business. We focus our sustainability efforts on product stewardship and social impact, as defined in our 2030 goals atwww.ball.com/sustainability/goals. Product stewardship includes real circularity, climate leadership, material health, resource efficiency and responsible sourcing. Social impact includes the health, safety and wellbeing of our employees, as well as belonging, inclusion and diversity, talent development, employee experience and community engagement. In our manufacturing operations around the world, we work to continuously improve operational excellence by improving our energy and water efficiency, while also reducing air emissions and promoting recycling.
Reporting Standards
Ball’s Sustainability 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). 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.
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 the
manufacturing of aluminum packaging and the entire aluminum sector, and to increase global recycling rates. 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/climate-leadership, Ball is collaborating internally and externally to address all decarbonization levers.
From our Aluminum Stewardship Initiative (ASI) certified plants, to Cradle to Cradle Material Health certified coatings, Ball is working to ensure excellent sustainability credentials for our customers.
Focus on Belonging, Inclusion and Diversity
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 belonging, inclusion and diversity. 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 and foster awareness of the importance of recycling. 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.
| | OVERVIEW OF DIRECTOR NOMINEES | | | | |
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| Director and Principal Occupation | | | Age | | | Director Since | | | Independent | | | Audit | | | | Finance | | | | Human Resources | | | | Nominating /CorporateGovernance | | | | Other Current Public Company Boards | | | | | |
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| | | John A. Bryant Former Chief Executive Officer, Kellogg Company | | | 59 | | | 2018 | | | Yes | | | | | | | | | | | | | | | | | ■ Compass PLC ■ Coca-Cola European Partners PLC ■ Flutter PLC | | | | ||
| | | Michael J. Cave Former Senior VP, The Boeing Company; Former President, Boeing Capital Corp. | | | 64 | | | 2014 | | | Yes | | | | | | | | | | | | | | | | | ■ None | | | | ||
| | | Aaron M. Erter Chief Executive Officer, James Hardie Industries | | | 51 | | | 2024 | | | Yes | | | | | | | | | | | | | | | | | ■ James Hardie Industries PLC | | | | ||
| | | Daniel W. Fisher Chairman and Chief Executive Officer, Ball Corporation | | | 52 | | | 2021 | | | No | | | | | | | | | | | | | | | | | | | ■ Cummins Inc. | | | |
| | | Dune E. Ives Former Chief Executive Officer Movements That Matter, LLC | | | 53 | | | 2021 | | | Yes | | | | | | | | | | | | | | | | | ■ None | | | | ||
| | | Cynthia A. Niekamp Former Senior VP, Automotive Coatings, PPG Industries, Inc. | | | 65 | | | 2016 | | | Yes | | | | | | | | | | | | | | | | | ■ PACCAR, Inc. | | | | ||
| | | Todd A. Penegor Chief Executive Officer, Papa Johns | | | 59 | | | 2019 | | | Yes | | | | | | | | | | | | | | | | | ■ Papa Johns International ■ Dutch Bros | | | | ||
| | | Cathy D. Ross Former Chief Financial Officer and Executive VP, FedEx Express | | | 67 | | | 2017 | | | Yes | | | | | | | | | | | | | | | | | ■ Steelcase, Inc. | | | | ||
| | | Betty J. Sapp Former Director, U.S. National Reconnaissance Office | | | 69 | | | 2019 | | | Yes | | | | | | | | | | | | | | | | | ■ None | | | | ||
| | | Stuart A. Taylor II Chief Executive Officer, The Taylor Group LLC | | | 64 | | | 1999 | | | Yes | | | | | | | | | | | | | | | | | ■ Atmus Filtrations Technologies Inc. ■ Hillenbrand, Inc. ■ Wabash National | | | |
| | Number of Meetings in 2024 | | | Board: 6 | | | | | | 5 | | | | 4 | | | | 6 | | | | 4 | | | | Total: 25 | |
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Committee Chair Committee Member Lead Independent Director Audit Committee Financial Expert
4 | WWW.BALL.COM/INVESTORS
| | BOARD COMPOSITION AND ATTRIBUTES | | | | |
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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 10.
| · Director Skills, Experiences and Attributes · · · · # of Directors · | ||||||||
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| | | | Corporate Governance | | | | 9 | |
| | | | Executive Leadership | | | | 10 | |
| | | | Finance and Accounting | | | | 9 | |
| | | | Global Business | | | | 8 | |
| | | | Operations and Business Strategy | | | | 9 | |
| | | | Public company board experience | | | | 9 | |
| | | | Relevant industry experience | | | | 8 | |
| | | | Public Policy/Trade | | | | 3 | |
| | | | Corporate Responsibility/Sustainability | | | | 7 | |
| | CORPORATE GOVERNANCE HIGHLIGHTS | | | | |
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| | | | | Board Independence | | | | |
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| | ■ 9 of 10 directors are independent | |
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| | ■ Each of the four Board Committees is composed exclusively of independent directors | |
| | ■ Lead Independent Director has a significant defined role | |
| | | | | Board Diversity | | | | |
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| | ■ 4 of 10 directors are women | |
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| | ■ 3 of 10 directors are ethnically diverse | |
| | ■ Balanced director tenure | |
| | ■ Board composition represents diversity in gender, ethnicity, age, skill and experience | |
| | ■ Director Retirement Policy mandates retirement age | |
| | ■ Periodic Board refreshment including 3 new directors in the past 5 years | |
| | | | | Other Governance Best Practices | | | | |
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| | ■ All corporate governance documents are available on our website www.ball.com/investors under “Corporate Governance” | |
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| | ■ Active Board and Management succession planning | |
| | ■ Robust and regularly reviewed Business Ethics Code of Conduct and Executive Officers and Directors Business Ethics Statement | |
| | ■ Rigorous compensation governance practices | |
| | ■ Comprehensive Enterprise Risk Management process | |
| | ■ Annual Board and Committee evaluations | |
| | ■ Periodic one-on-one meetings between the CEO and each individual director | |
| | ■ Engagement of outside compensation consultant | |
| | ■ Regular executive sessions with nonmanagement and independent directors | |
| | ■ Orientation training for all new directors and ongoing continuous education programs | |
| | ■ Board oversight of corporate social responsibility, ESG, sustainability, cybersecurity and diversity and inclusion initiatives | |
| | ■ Stock ownership guidelines for directors and executive officers | |
| | ■ Each Board Committee reviews its charter annually | |
| | ■ Frequent and regular shareholder engagement and outreach | |
6 | WWW.BALL.COM/INVESTORS
| | OUR 2024 FINANCIAL HIGHLIGHTS | | | | |
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In 2024, our company delivered strong full-year comparable operating earnings, robust adjusted free cash flow, and significant earnings per share (EPS) growth, leveraging our new operating model and the foundational work of prior years to optimize our footprint and cost structure. Our full-year results were driven by enhanced operational performance, strategic cost-reduction initiatives, volume growth in EMEA and South America, a significant reduction in leverage, and a substantial return of capital to shareholders through share repurchases and dividends.
Maximizing shareholder value remained a top priority, and we executed one of the most significant share repurchase programs in our history, underscoring our confidence in the business and commitment to disciplined capital allocation. To drive long-term value and EVA® dollar generation, we maintained a relentless focus on supply and demand balance, cost efficiency, portfolio optimization, and capital return.
Despite volatile global markets, our team executed at a high level, adapting swiftly to changing conditions, effectively managing costs, advancing our 2030 sustainability goals, and delivering strong EPS growth.
| | EXECUTIVE COMPENSATION HIGHLIGHTS | | | | |
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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;
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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; 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.
2024 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.
2024 CEO TARGET COMPENSATION MIX
2024 AVERAGE OTHER NEO TARGET COMPENSATION
8 | WWW.BALL.COM/INVESTORS
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.