Owens Illinois Inc /DE/ - Current report filing (8-K)
April 02 2008 - 7:55AM
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
April 1, 2008
Date of Report (Date of
earliest event reported)
OWENS-ILLINOIS, INC.
(Exact
name of registrant as specified in its charter)
Delaware
(State or other
jurisdiction
of incorporation or
organization)
|
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1-9576
(Commission
File Number)
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22-2781933
(I.R.S. Employer
Identification Number)
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One Michael Owens Way
Perrysburg, Ohio
(Address of principal
executive offices)
|
|
43551-2999
(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.
The Board of Directors of
Owens-Illinois, Inc. (the Company) approved amended and restated Bylaws
(the Amended Bylaws) for the Company, effective as of April 1,
2008. The Amended Bylaws incorporate the
following changes:
·
amending the provisions relating to
meetings of the stockholders of the Company to allow such meetings to take
place by remote communication, expanding procedures for delivery of notice of
such meetings to include notice given by means of electronic transmission and
amending procedures for making available the complete list of stockholders
entitled to vote at the meeting;
·
permitting the presiding officer at a
meeting of the stockholders to adjourn the meeting if no quorum is present;
·
inserting customary provisions for the
appointment of inspectors of elections;
·
allowing the chairman and chief executive
officer, in addition to the president, to call special meetings of the Board of
Directors, expanding the provisions requiring notice to directors in advance of
special meetings to allow for additional means of notice to be given, including
electronic and telephonic notice, and clarifying that the special meeting need
not be limited to items set forth on any such notice;
·
expanding the provisions allowing actions
to be taken by unanimous consent of the Board of Directors given in writing to
include consent given by electronic transmission;
·
adding procedural provisions relating to
committee meetings;
·
adding bylaws relating to the creation of
audit, compensation and nominating and corporate governance committees;
·
specifying that the Company will advance
expenses for individuals indemnified under the Amended Bylaws if those
indemnified persons provide an undertaking that they will repay amounts
received in excess of their actual indemnified expenses;
·
allowing the compensation committee to
independently establish salaries and compensation for officers, without
precluding the Board of Directors from affirming decisions of the compensation
committee;
·
expanding provisions relating to the
means of giving notice to directors and shareholders when required under the
Certificate of Incorporation, the Amended Bylaws or by law; and
·
altering pronouns to make them gender-neutral.
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. Amended and Restated
Bylaws, dated April 1, 2008
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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: April 1,
2008
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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 Chief Financial Officer
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3
EXHIBIT
INDEX
Exhibit
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No.
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Description
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3.1
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Owens-Illinois, Inc. Amended and Restated
Bylaws, dated April 1, 2008
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|
|
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4
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