O-I Glass, Inc. /DE/
For the period ended May 14, 2025. Filed Apr 1, 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.
May 14, 2025 · Filed Apr 1, 2025
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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 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.
Since becoming O-I’s President and CEO, I’ve personally met with thousands of our employees, traveled to over half of our manufacturing plants, and visited many of our business partners and customers. What is clear to me, despite the significant challenges of 2024, is that the Company has many strengths – a passionate and dedicated workforce, a deep history of glassmaking expertise, an unrivaled global footprint of glass plants, and privileged relationships with some of the most iconic food and beverage companies in the world.
But there are also plenty of opportunities.
In 2024, we introduced a Value Creation Roadmap to help improve the competitive position and earnings power of the business across three horizons:
Horizon 1: Fit to Win (2024+): Radically reduce total enterprise costs and optimize the entire network and value chain.
Horizon 2: Profitable Growth (2026+): Leverage a more competitive position to drive future profitable growth with winning customers.
Horizon 3: Strategic Optionality (2028+): Grow the business through geographic expansion, mergers & acquisitions, joint ventures and partnerships as well as return value to shareholders.
This roadmap is underpinned by an economic profit framework, which is focused on changing the mindset of the business, increasing accountability and capabilities, and aligning capital with economic profit investments.
We also have established a new purpose statement:
Together, we put the power of glass within reach of everyone, every day.
We believe this is a powerful call of action – for our employees, as well as our relationships with customers and suppliers – to transform our business.
Equipped with a renewed purpose and a commitment to value creation, we believe we are on a path to transform the cost competitiveness of the business, improve earnings, free cash flow, and economic profit, and increase shareholder value.
This is an exciting time for O-I and we look forward to the journey ahead.
Thank you for your continued support and confidence in O-I Glass.
GORDON J. HARDIE
President and CEO
April 1, 2025
Perrysburg, Ohio
NOTICE OF2025
ANNUAL MEETING OF SHARE OWNERS
| DATE:Wednesday, May 14, 2025 AT 9:00 AM (ET)WEBCAST:www.virtualshareholdermeeting.com/OI2025 | | 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 11 directors, each to serve for a term of one year | FOR each | Page 10 |
| PROPOSAL 2:The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2025 | FOR | Page 82 |
| PROPOSAL 3:The approval of the O-I Glass, Inc. Fifth Amended and Restated 2017 Incentive Award Plan | FOR | Page 83 |
| PROPOSAL 4:An advisory vote to approve named executive officer compensation for 2024 (“Say on Pay”) | FOR | Page 95 |
Your Vote Is Important
Share owners as of the close of business on March 19, 2025 (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 shareholders 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 SecretaryApril 1, 2025Perrysburg, Ohio | IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHARE OWNERS TO BE HELD ON MAY 14, 2025The Notice of Annual Meeting and Proxy Statement and the Company’s 2024 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.