O-I Glass, Inc. /DE/
For the period ended May 13, 2026. Filed Mar 31, 2026.
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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.
May 13, 2026 · Filed Mar 31, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
| Filed by the Registrant ☒ | |
|---|---|
| Filed by a Party other than the Registrant ☐ | |
| Check the appropriate box: | |
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
| | | |
|---|---|---|
| O-I GLASS, INC. | ||
| (Name of Registrant as Specified in its Charter) | ||
| (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) | ||
| | ||
| Payment of Filing Fee (Check all boxes that apply): | ||
| ☒ | No fee required | |
| ☐☐ | Fee paid previously with preliminary materialsFee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(I) and 0-1I | |
A MESSAGE FROM OUR
PRESIDENT & CHIEF EXECUTIVE OFFICER
To my Fellow Share Owners:
You are cordially invited to virtually attend the 2026 Annual Meeting of Share Owners (the “Annual Meeting”) of O-I Glass, Inc. (the “Company,” “O-I Glass,” “O-I,” or “we”) for the purpose of considering and voting upon the matters referenced in the accompanying proxy statement.
Throughout 2025, I have been continually impressed by the resilience, passion, and deep glassmaking expertise of our team. Despite a challenging business environment during the year, we leveraged our strengths – a talented and dedicated workforce, a global presence, and privileged relationships with some of the most iconic food and beverage companies in the world – to deliver strong results in 2025.
During the year, we continued our disciplined execution of our three-horizon Value Creation Roadmap, with strong progress achieved in Horizon 1: Fit to Win, our enterprise-wide program to improve cost structure through the reduction of our cost base, streamlining of our organization, and optimization of our manufacturing network to eliminate underutilized capacity and boost efficiency. These efforts delivered approximately $300 million in benefits in 2025 – significantly exceeding our original goal – and drove meaningful performance improvement.
Our transformation, however, is about more than just cost reduction – it is about instilling a new mindset for sustainable growth. We have embedded an economic profit framework across O-I, aligning decisions and investments with value creation. While our focus remains firmly on executing our Fit to Win strategy, we are laying the groundwork for Horizon 2: Profitable Growth, where we expect to leverage our improved competitive position to drive growth with key customers in core markets and attractive categories, and Horizon 3: Strategic Optionality, where we will explore new growth opportunities, such as geographical expansion, mergers and acquisitions, joint ventures, and strategic partnerships, while maintaining a strong balance sheet and returning value to share owners.
Throughout this journey, we are guided by our clear purpose:Together, we put the power of glass within reach of everyone, every day. With our purpose at the forefront and our Value Creation Roadmap in action, we remain confident in our journey ahead to improve earnings, enhance economic profit, strengthen free cash flow, and deliver sustainable, long-term value to share owners.
Thank you for your continued support and confidence in O-I Glass.
GORDON J. HARDIE
President and Chief Executive Officer
March 31, 2026
Perrysburg, Ohio
NOTICE OF2026
ANNUAL MEETING OF SHARE OWNERS
| DATE:Wednesday, May 13, 2026 AT 9:00 AM (ET)WEBCAST:www.virtualshareholdermeeting.com/OI2026 | | Meeting AgendaYou are cordially invited to virtually attend the Annual Meeting (the “Annual Meeting”) of the share owners of O-I Glass, Inc. (the “Company”) for the purpose of considering and voting upon the following matters: |
|---|---|---|
| | BOARD’S VOTINGRECOMMENDATION | MOREINFORMATION |
| PROPOSAL 1:The election of 10 directors, each to serve for a term of one year | FOR each | Page 11 |
| PROPOSAL 2:The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2026 | FOR | Page 76 |
| PROPOSAL 3:An advisory vote to approve named executive officer compensation for 2025 (“Say on Pay”) | FOR | Page 77 |
Your Vote Is Important
Share owners as of the close of business on March 18, 2026 (the “record date”) are entitled to notice of, and to vote at, the Annual Meeting. During the Annual Meeting, share owners will also be able to submit questions electronically and examine the list of share owners entitled to vote at the Annual Meeting.
| VOTE IN PERSONFollow the instructions contained in this Proxy Statement to virtually attend the Annual Meeting and vote your shares during the Annual Meeting. | VOTE BY INTERNETVisit www.proxyvote.com with the control number found on the proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials. | VOTE BY PHONECall the toll-free number (for residents of the U.S. and Canada) listed on the proxy card. Be sure to have the control number available. | VOTE BY MAILComplete and sign the enclosed proxy card and return it in the enclosed envelope or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. |
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| By the Board of Directors, DARROW A. ABRAHAMSCorporate SecretaryMarch 31, 2026Perrysburg, Ohio | IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHARE OWNERS TO BE HELD ON MAY 13, 2026The Notice of Annual Meeting and Proxy Statement and the Company’s 2025 Annual Report to share owners are available at www.proxyvote.com. You will need your assigned control number to vote your shares. Your control number can be found on your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials. | ||
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.