OI OI Glass Inc

 

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 3, 2020

Date of Report (Date of earliest event reported)

 

 

 

O-I GLASS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware		1-9576		22-2781933
(State or other jurisdiction of incorporation)		(Commission File Number)		(Identification No.)

 

One Michael Owens Way Perrysburg, Ohio (Address of principal executive offices)

43551-2999 (Zip Code)

 

(567) 336-5000

(Registrant’s 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:

 

¨   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))

 

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, $.01 par value per share, of O-I Glass, Inc.	OI	The New York Stock Exchange

 

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. ¨

 

 

 

ITEM 5.02

DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

 

On February 3, 2020, Dennis K. Williams and Hugh H. Roberts informed O-I Glass, Inc. (the “Company”) that they intend to retire from the Company’s Board of Directors (the “Board”) in connection with the 2020 Annual Meeting of Shareholders (the “2020 Annual Meeting”). Accordingly, Messrs. Williams and Roberts will each serve the remainder of their terms and will not stand for re-election at the 2020 Annual Meeting.  Their retirement will be effective as of the conclusion of the 2020 Annual Meeting. The decision to retire by Messrs. Williams and Roberts was not due to any disagreement or dispute with the Company relating to its operations, policies or practices. Mr. Williams has been a member of the Board since 2005 and currently serves as a member of the Board’s Audit and Compensation and Talent Development Committees. Mr. Roberts has been a member of the Board since 2007 and currently serves as a member of the Board’s Compensation and Talent Development and Nominating/Corporate Governance Committees.

 

ITEM 7.01

REGULATION FD DISCLOSURE.

 

On February 4, 2020, the Company issued a press release announcing the intention of Messrs. Williams and Roberts to retire from the Board at the 2020 Annual Meeting and other Board refreshment matters. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference. The information contained in this Item 7.01 and in Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.

 

ITEM 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits.

 

Exhibit
No.		Description
99.1		Press Release, dated February 4, 2020
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

SIGNATURES

 

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.

 

	O-I GLASS, INC.
Date: February 4, 2020	By:	/s/ John A. Haudrich
	Name:	John A. Haudrich
	Title:	Senior Vice President and Chief Financial Officer