- Current report filing (8-K)
March 03 2009 - 5:24PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
February 28, 2009
Date of
Report (Date of earliest event reported)
OWENS-ILLINOIS, INC.
(Exact name of registrant as
specified in its charter)
Delaware
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1-9576
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22-2781933
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(State or other jurisdiction
of
incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification
Number)
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One Michael Owens Way
Perrysburg, Ohio
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43551-2999
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(Address of principal executive offices)
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(Zip Code)
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(567) 336-5000
(Registrants telephone
number, including area code)
(Former name or former
address, if changed since last report)
Check the appropriate box if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.03.
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On February 28,
2009, the Board of Directors (the Board) of Owens-Illinois, Inc. (the Company)
approved the Second Amended and Restated Bylaws of the Company (the Amended
Bylaws) to adopt a majority vote standard for the election of directors in
uncontested elections. The Amended
Bylaws will become effective on the day immediately following the date of the
2009 annual meeting of the stockholders of the Company. The Amended Bylaws require that a nominee
director must receive a greater number of votes for than votes against to
be elected to the Board in an uncontested election.
Previously, in all
elections of directors, directors were elected by the affirmative vote of a
plurality of the votes cast by the shares represented and entitled to vote in
such elections.
The description in this
Current Report of the Amended Bylaws is not intended to be a complete
description thereof. The description is qualified in its entirety by the full
text of the Amended Bylaws which is attached as an exhibit to and incorporated
by reference in this Current Report.
Item 9.01.
Financial Statements and
Exhibits
(d)
Exhibits.
Exhibit
No.
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Description
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3.1
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Owens-Illinois, Inc. Second Amended and Restated Bylaws
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2
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, as amended, the Registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized
.
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OWENS-ILLINOIS, INC.
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Date: March 3,
2009
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By:
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/s/ Edward C. White
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Name:
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Edward C. White
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Title:
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Senior Vice President
and
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Chief Financial Officer
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3
EXHIBIT
INDEX
Exhibit
No.
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Description
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3.1
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Owens-Illinois, Inc. Second Amended and Restated Bylaws
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4
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