filings.toolsBall 8-K 2025-04-30
Filed 2025-05-01. 1 sections, 7K characters. Original on sec.gov · Markdown · JSON
Form 8-K
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
April 30, 2025
Date of Report (Date of earliest event reported)
BALL CORPORATION
(Exact name of Registrant as specified in its charter)
| | | | | | | |
|---|---|---|---|---|---|---|
| | Indiana | | 001-07349 | | 35-0160610 | |
| | (State of | | (Commission | | (IRS Employer | |
| | Incorporation) | | File No.) | | Identification No.) | |
9200 W. 108th Circle**,** P.O. Box 5000**,** Westminster**,** CO 80021-2510
(Address of principal executive offices, including ZIP Code)
(303) 469-3131
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2. below):
| | |
|---|---|
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| Emerging growth company | ☐ |
| | |
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, without par value | BALL | NYSE |
Ball Corporation
Current Report on Form 8-K
Dated April 30, 2025
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
|---|
On April 30, 2025, the Board of Directors of Ball Corporation (the “Company”) amended the Bylaws of the Company to establish that the size of the Board shall be between nine and fifteen members and the exact number of directors will be determined by the Board from time to time. Exhibit 3(ii) attached hereto provides the text of the amendment.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On April 30, 2025, the Company held its Annual Meeting of Shareholders (“Annual Meeting”). Following are the results of the matters voted on by shareholders at the Annual Meeting:
| | | | | | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 1. | Election of Directors. | | |||||||||
| | |||||||||||
| Director | | For | | Against | | Abstain | | Broker Non-Votes | |||
| | | | | | | | | | | ||
| | John A. Bryant | | 212,763,891 | | 11,569,352 | | 244,440 | | 15,699,114 | ||
| | Michael J. Cave | | 220,679,176 | | 3,688,904 | | 209,603 | | 15,699,114 | ||
| | Aaron M. Erter | | 222,544,142 | | 1,787,896 | | 245,645 | | 15,699,114 | ||
| | Daniel W. Fisher | | 208,466,430 | | 15,141,638 | | 969,615 | | 15,699,114 | ||
| | Dune E. Ives | | 219,281,200 | | 4,904,589 | | 391,894 | | 15,699,114 | ||
| | Cynthia A. Niekamp | | 220,568,305 | | 3,766,345 | | 243,033 | | 15,699,114 | ||
| | Todd A. Penegor | | 166,206,794 | | 58,120,468 | | 250,421 | | 15,699,114 | ||
| | Cathy D. Ross | | 218,403,491 | | 5,789,349 | | 384,843 | | 15,699,114 | ||
| | Betty J. Sapp | | 220,283,588 | | 4,044,984 | | 249,111 | | 15,699,114 | ||
| | Stuart A. Taylor II | | 207,097,392 | | 17,215,526 | | 264,765 | | 15,699,114 | ||
| | | ||||||||||
| 2. | Ratification of the appointment of PricewaterhouseCoopers LLP as the independent auditor for the Company for 2025. | |
| For | Against | Abstain | | Broker Non-Votes | |||
|---|---|---|---|---|---|---|---|
| 221,549,791 | | 18,428,315 | | 298,691 | | 15,699,114 |
| 3. | Approval, by non-binding advisory vote, of the compensation of the Named Executive Officers as disclosed in the 2025 Proxy Statement. | |
|---|
| For | Against | Abstain | | Broker Non-Votes | |||
|---|---|---|---|---|---|---|---|
| | 208,611,220 | | 15,297,048 | | 669,415 | | 15,699,114 |
| 4. | Approval of an amendment to the Corporation’s Articles of Incorporation to remove the default Board size provision. | |
|---|
| For | Against | Abstain | | Broker Non-Votes | |||
|---|---|---|---|---|---|---|---|
| | 223,217,239 | | 735,968 | | 624,476 | | 15,699,114 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 4 | |
|---|---|
| Exhibit No. | Description |
| Exhibit 3.ii | Article 3, Section A of the Amended Bylaws |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Ball Corporation
Form 8-K
| April 30, 2025 | | |
|---|---|---|
| EXHIBIT INDEX | ||
| | ||
| | | |
| Description | | Exhibit |
| | | |
| Article 3, Section A of the Amended Bylaws | | 3.ii |
| | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | |
|---|---|---|---|
| | BALL CORPORATION | ||
| | (Registrant) | ||
| | | | |
| | | | |
| | By: | /s/ Hannah Lim-Johnson | |
| | | Hannah Lim-Johnson | |
| | | Title: Senior Vice President and Chief Legal Officer |
Date: April 30, 2025