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BALL Corp

For the period ended Apr 29, 2026. Filed Mar 17, 2026.

View on SEC.gov

About this filing

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 29, 2026 · Filed Mar 17, 2026

BALL$65.92-1.5%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits
Contents

PROXY STATEMENT SUMMARY

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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 2025 Annual Report on Form 10-K.

​PROPOSALS TO BE VOTED ON AT THE ANNUAL MEETING​​​​
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​ · ​ · ​ · ​ · Item · ​ · ​ · Management Proposals · ​ · ​ · ► See page · ​
​1​​​Election of nine director nominees to serve for a one-year term expiring at the annual meeting in 2027:​​FOR each nominee​​68​
​■ John A. Bryant​​​■ Aaron M. Erter​​​■ Ronald J. Lewis​​​​​
​■ Cynthia A. Niekamp​​​■ John E. Panichella​​​■ Todd A. Penegor​​​​​
​■ Cathy D. Ross​​​■ Betty J. Sapp​​​■ Stuart A. Taylor II​​​​​
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​2​​Ratification of appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the company for 2026​​FOR​​​69​
​3​​​Approve, by non-binding advisory vote, the compensation of the named executive officers (“NEOs”) as disclosed in the following Proxy Statement​​FOR​​​70​
​4​​Approve an amendment to the Amended and Restated 2013 Stock and Cash Incentive Plan​​FOR​​​71​
​​​​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​​​​​​​
​BUSINESS OVERVIEW​​​​
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Ball Corporation (Ball, the company, we or our) is the world’s leading supplier of aluminum packaging for the beverage, personal care and household products industries. In 2025, our total consolidated net sales were $13.16 billion.

Our largest product line is aluminum beverage containers and we also produce extruded aluminum aerosol containers, recloseable aluminum bottles across multiple consumer categories and aluminum slugs. We sell our aluminum packaging products globally to large multinational beverage, personal care and household products companies, as well as to numerous regional customers.

We exist to unlock the infinite potential of aluminum to advance a world free from waste. Our strategy comprises four pillars: executing every day, staying close to our customers, accelerating the substrate shift to aluminum and managing complexity to our advantage. We own and operate a global manufacturing network of 65 plants, and we employ approximately 16,000 employees worldwide. We have been in business for 146 years. Our headquarters is in Westminster, Colorado, and our stock is listed for trading on the New York Stock Exchange under the ticker symbol BALL.

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​2025 FINANCIALHIGHLIGHTS​​​​
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In 2025, our company delivered record EVA® dollars, strong full year comparable operating earnings, record adjusted free cash flow, and record diluted earnings per share, achieved through leveraging our operating model and our strategic pillars of executing exceptionally every day, staying close to our customers, accelerating the substrate shift to aluminum, and managing complexity to our advantage. Our full year results were driven by enhanced operational performance, strategic cost reduction initiatives, volume growth across all beverage packaging segments, 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 our 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.

Executing through the Ball Business System and our strategic pillars, our team managed costs, strengthened performance, and delivered a record year for our company.

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EVA dollar generation calculated using the historical EVA definition as described on page 38.

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2 | WWW.BALL.COM/INVESTORS

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​COMPANY SUSTAINABILITY​​​​
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​​​OUR COMMITMENT TO SUSTAINABILITY​

Since Ball’s founding in 1880, our stakeholders have trusted us to operate with integrity and accountability. Our customers look to us as a trusted partner to help them meet their sustainability goals and reporting requirements in a complex and changing 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 practices, 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/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 facilities around the world, we work to continuously improve operational excellence, which includes decreasing our energy and water intensity, while also reducing air emissions and promoting recycling.

The Benefits of Ball’s Aluminum Products

At Ball, we have an expansive portfolio of aluminum cans and bottles that can be recycled over and over again. They serve a variety of needs from single use and recycle, to refill and reuse. Supported by the high economic value of aluminum scrap, at 75% cans have the highest recycling rates of any beverage packaging substrate globally and come with the highest average recycled content as well. Aluminum is also well suited to comply with upcoming sustainability compliance requirements for packaging in

several parts of the world, which often come with higher 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, as well as 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 recycling systems, and educating consumers about aluminum’s sustainability benefits. Our Real Circularity Vision is for aluminum to be truly 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 Planwww.ball.com/sustainability/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.

Commitment to Community

Ball’s commitment to the communities where we live and operate is an integral part of our culture. We continue to support organizations, programs and civic initiatives that advance sustainable livelihoods. Through our community engagement; via The Ball Foundation, employee giving and volunteerism, we enrich our local communities beyond providing jobs. 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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​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​​​​​
​​John A. Bryant Former Chief Executive Officer, Kellogg Company​​60​​2018​​Yes​​​​​​​​​​​​​​​​■ Compass PLC ​ ■ Coca-Cola Europacific Partners PLC ​ ■ Flutter PLC ​​​​
​​Aaron M. Erter Chief Executive Officer, James Hardie Industries​​52​​2024​​Yes​​​​​​​​​​​​​​​​■ James Hardie Industries PLC ​​​​
​​Ronald J. Lewis Chief Executive Officer Ball Corporation​​59​​2025​​No​​​​​​​​​​​​​​​​​​■ None ​​​​
​​Cynthia A. Niekamp Former Senior VP, Automotive Coatings, PPG Industries, Inc.​​66​​2016​​Yes​​​​​​​​​​​​​​​​■ PACCAR, Inc. ​​​​
​​John E. Panichella Chief Executive Officer, Solenis​​67​​2025​​Yes​​​​​​​​​​​​​​​​■ None ​​​​
​​Todd A. Penegor Chief Executive Officer, Papa Johns​​60​​2019​​Yes​​​​​​​​​​​​​​​​■ Papa Johns International ​ ■ Dutch Bros ​​​​
​​Cathy D. Ross Former Chief Financial Officer and Executive VP, FedEx Express​​68​​2017​​Yes​​​​​​​​​​​​​​​​■ None ​​​​
​​Betty J. Sapp Former Director, U.S. National Reconnaissance Office​​70​​2019​​Yes​​​​​​​​​​​​​​​​■ None ​​​​
​​Stuart A. Taylor II Chairman of the Board, Ball Corporation & Chief Executive Officer, The Taylor Group LLC​​65​​1999​​Yes​​​​​​​​​​​​​​​​■ Atmus Filtrations ​ Technologies Inc. ■ Wabash National ​​​​
​Number of Meetings in 2025​​Board: 6​​​​​5​​​4​​​6​​​4​​​Total: 25​

Committee Chair Committee Member Audit Committee Financial Expert

4 | WWW.BALL.COM/INVESTORS

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BOARD COMPOSITION AND ATTRIBUTES

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 9.

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​ · Director Skills, Experiences and Attributes · ​ · ​ · ​ · # of Directors · ​
​​​Corporate Governance​​​7​
​​​Executive Leadership​​​9​
​​​Finance and Accounting​​​6​
​​​Global Business​​​8​
​​​Operations and Business Strategy​​​9​
​​​Public company board experience​​​6​
​​​Relevant industry experience​​​6​
​​​Public Policy/Trade​​​1​
​​​Corporate Responsibility/Sustainability​​​5​

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​CORPORATE GOVERNANCE HIGHLIGHTS​​​​
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​​​​Board Independence​​​​
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​■ 8 of 9 directors are independent ​​
​■ Each of the four Board Committees is composed exclusively of independent directors ​​
​■ Independent Chairman of the Board ​​
​​​​Board Diversity​​​​
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​■ 3 of 9 directors are women ​​
​■ 2 of 9 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” ​​
​■ 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, Committee and individual director 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 ​​

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6 | WWW.BALL.COM/INVESTORS

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​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.

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2025 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 stock awards, stock options and time-based restricted stock units, ensures a strong continued alignment between our executives and shareholder interests.

2025 AVERAGE CEO TARGET COMPENSATION

2025 AVERAGE OTHER NEO TARGET COMPENSATION

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ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.