O-I Glass Inc DE
For the period ended May 15, 2024. Filed Apr 5, 2024.
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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 15, 2024 · Filed Apr 5, 2024
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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 materials.Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(I) and 0-1 I. | |
A MESSAGE FROM OUR
PRESIDENT & CHIEF EXECUTIVE OFFICER
To my Fellow Share Owners:
You are cordially invited to virtually attend the Annual Meeting (the “Annual Meeting”) of the share owners of O-I Glass, Inc. (the “Company” or “O-I” or “we”) for the purpose of considering and voting upon the matters referenced on the following pages.
OUR 2023 PERFORMANCE
The Company continued to take bold steps in 2023 to advance its transformation, enhance its business fundamentals, and achieve key strategic objectives. Despite ongoing challenges in the global economic environment, the Company had strong operating performance in 2023 and is well positioned to generate strong financial results as both sales and production volumes recover.
Some notable accomplishments include:
| ● | Achievement of strong net price (net of cost inflation) and the benefit of the Company’s margin expansion initiatives, which helped mitigate the impact of softer demand; the margin expansion initiatives exceeded the Company’s target with the strongest results in that program’s seven-year history. |
| ● | Solid progress on the Company’s capital expansion program, completing the first round of new capacity additions in Canada and Colombia, on time and on budget. |
| ● | Development efforts for MAGMA and ULTRA continued, and the Company’s first MAGMA Greenfield project in Bowling Green, KY, is on track to be commissioned in mid-2024. |
| ● | The Company’s updated ESG roadmap continues to be integrated into its strategy and long-term capital allocation plan, as it advances glass as the most sustainable packaging solution. |
| ● | Continued to strengthen the Company’s balance sheet to its best position in nearly a decade. |
In aggregate, the Company is proud of the progress it has made, and I firmly believe our best days are ahead of us.
OUR PEOPLE
The Company is committed to a culture of respect and integrity and believes it achieves improved decision making and outcomes when it has a workforce reflecting the diversity of the world in which it operates. The Company has built a foundation to incorporate diversity and inclusion throughout its operations. As part of the Company’s journey to elevate performance, one of its goals is to create an environment where employees can bring their whole selves to work, to share new ideas and innovate, and in turn, enhance their overall experience and overall well-being.
The Company has approximately 23,000 employees and has 68 plants spread across 19 countries. The Company’s success and performance are directly related to the collective success and performance of every employee. The skills, experience and industry knowledge of its employees significantly benefit the Company’s operations and performance.
The Company’s vision for creating an excellent employee experience is built upon its values, behaviors, and people system. For the Company, its values and behaviors are the foundation for bringing its vision and goals to life. The Company’s core values of safety, well-being, diversity, equity and inclusion, passion, accountability, and agility drive its behaviors. Led by its people’s knowledge and ambition, the Company is innovating to meet its customers’ ever-evolving needs to help build their brands and become valued partners. To facilitate talent attraction and retention, the Company works to provide a safe, inclusive, diverse, motivating and collaborative work environment with opportunities for its employees to grow and develop in their careers, supported by strong compensation, benefits and health and wellness programs, and by programs that build connections between its employees and their communities.
OUR COMMITMENT TO A SUSTAINABLE FUTURE
We believe glass is the most sustainable packaging option, however our quest encompasses much more than just making brand-building glass packaging. The O-I journey is also about how our people bring innovative, brand-building solutions. As such, the Company has built a strong, resilient organization designed to thrive long into the future. O-I is not only reimagining and reinventing the business model for glass packaging but also using transformative concepts to heighten our sustainability ambitions.
Finally, as previously announced, I plan to retire as President and CEO at the Annual Meeting. It has been a privilege to serve as O-I’s CEO for the past eight years and to work alongside such a talented team for the entirety of my career. I am delighted with the selection of Gordon J. Hardie to succeed me as CEO. I have worked closely with Gordon from our time together on the O-I Board, and I believe he is the ideal leader to take O-I to the next level. The team has made significant progress on our transformational journey and are well-positioned to meet the evolving requirements of the packaging market and capitalize on emerging trends. Indeed, I am extremely proud of what we have built together as we advance new standards in sustainable glass manufacturing. O-I has a bright future, and I believe that breakthrough innovations like our MAGMA technology are just the beginning.
President and CEOMarch 31, 2021Perrysburg, Ohio
Thank you for your continued support, ANDRES LOPEZPresident and CEOApril 5, 2024Perrysburg, Ohio
NOTICE OF2024
ANNUAL MEETING OF SHARE OWNERS
| DATE:Wednesday, May 15, 2024 AT 9:00 AM (ET)WEBCAST:www.virtualshareholdermeeting.com/OI2024 | | 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 12 |
| PROPOSAL 2:The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2024 | FOR | Page 81 |
| PROPOSAL 3:An advisory vote to approve named executive officer compensation for 2023 (“Say on Pay”) | FOR | Page 82 |
Your Vote Is Important
Share owners as of the close of business on March 18, 2024 (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 stockholders 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. | 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 SecretaryApril 5, 2024Perrysburg, Ohio | IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHARE OWNERS TO BE HELD ON MAY 15, 2024The Notice of Annual Meeting and Proxy Statement and the Company’s 2023 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. | ||
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.