CROWN HOLDINGS INC
For the period ended Mar 31, 2024. Filed May 6, 2024.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2024 · Filed May 6, 2024
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Item 5. Other Information
Submission of Matters to a Vote of Security Holders
(a) Crown Holdings, Inc. (the “Company”) held its Annual Meeting of Shareholders on May 2, 2024 (the “Annual Meeting”). As of March 12, 2024, the record date for the meeting, 120,794,273 shares of Common Stock, par value $5.00 per share, of the Company (“Common Stock”) were issued and outstanding. A quorum of 108,996,308 shares of Common Stock were present or represented at the meeting.
(b) The following individuals were nominated and elected to serve as directors:
Timothy J. Donahue, Richard H. Fearon, Andrea J. Funk, Stephen J. Hagge, James H. Miller, B. Craig Owens, Angela M. Snyder, Caesar F. Sweitzer, Marsha C. Williams and Dwayne A. Wilson.
At the Annual Meeting, the Company’s Shareholders voted on the five matters below as follows:
1)The Company's Shareholders elected the following directors pursuant to the following vote:
| Directors | VotesFor | VotesWithheld | BrokerNon-Vote |
|---|---|---|---|
| Timothy J. Donahue | 95,929,459 | 7,776,333 | 5,290,516 |
| Richard H. Fearon | 98,012,533 | 5,693,259 | 5,290,516 |
| Andrea J. Funk | 101,536,684 | 2,169,108 | 5,290,516 |
| Stephen J. Hagge | 100,172,734 | 3,533,058 | 5,290,516 |
| James H. Miller | 97,079,096 | 6,626,696 | 5,290,516 |
| B. Craig Owens | 101,463,780 | 2,242,012 | 5,290,516 |
| Angela M. Snyder | 102,024,135 | 1,681,657 | 5,290,516 |
| Caesar F. Sweitzer | 99,847,032 | 3,858,760 | 5,290,516 |
| Marsha C. Williams | 98,274,088 | 5,431,704 | 5,290,516 |
| Dwayne A. Wilson | 101,863,419 | 1,842,373 | 5,290,516 |
2)The Company's Shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent auditor for the fiscal year ending December 31, 2024 pursuant to the following vote:
| VotesFor | VotesAgainst | VotesAbstaining | BrokerNon-Vote |
|---|---|---|---|
| 103,295,703 | 5,278,646 | 421,959 | — |
3)The Company's Shareholders approved, by non-binding advisory vote, the resolution on executive compensation (as further described in the Company's 2024 Proxy Statement) pursuant to the following vote:
| VotesFor | VotesAgainst | VotesAbstaining | BrokerNon-Vote |
|---|---|---|---|
| 99,533,007 | 4,024,953 | 147,832 | 5,290,516 |
4)The Company's Shareholders approved an amendment to the Company's Articles of Incorporation to reduce the minimum and maximum size of Board of Directors to the following vote:
| VotesFor | VotesAgainst | VotesAbstaining | BrokerNon-Vote |
|---|---|---|---|
| 103,118,826 | 445,525 | 141,441 | 5,290,516 |
5)The Company's Shareholders did not approve the Shareholder proposal regarding transparency in political spending to the following vote:
| VotesFor | VotesAgainst | VotesAbstaining | BrokerNon-Vote |
|---|---|---|---|
| 50,160,413 | 52,421,215 | 1,124,164 | 5,290,516 |
Rule 10b5-1 Trading Plans
During the fiscal quarter ended March 31, 2024, none of our directors or executive officers adopted orterminated any contract, instruction or written plan for the purchase or sale of our securities to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any "non-Rule 10b5-1 trading arrangement."
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