Ball Corporation filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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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.
Exhibit No. | Description |
Exhibit 3.ii | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Ball Corporation
Form 8-K
EXHIBIT INDEX | ||
Description | Exhibit | |
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