8-K
Crown Holdings, Inc. (CCK)
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
Date of Report (Date of earliest event reported): April 23, 2020
CROWN HOLDINGS, INC.
(Exact name of Registrant as specified in its charter)
| Pennsylvania | 000-50189 | 75-3099507 |
|---|---|---|
| (State or Other Jurisdiction of<br><br>Incorporation or Organization) | (Commission<br><br>File Number) | (I.R.S. Employer<br><br>Identification No.) |
770 Township Line Road
Yardley, Pennsylvania 19067
(215) 698-5100
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices)
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:
☐ 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 (17CFR 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. ☐
| Title of each class | Trading Symbols | Name of each exchange on which registered |
|---|---|---|
| Common Stock $5.00 Par Value | CCK | New York Stock Exchange |
| 7 3/8% Debentures Due 2026 | CCK26 | New York Stock Exchange |
| 7 1/2% Debentures Due 2096 | CCK96 | New York Stock Exchange |
Section 5 - Corporate Governance and Management
Item 5.07. Submission of Matters to a Vote of Security Holders.
| (a) | Crown Holdings, Inc. (the “Company”) held its Annual Meeting of Shareholders on April 23, 2020 (the “Annual Meeting”). As of March 3, 2020, the record date for the meeting, 135,696,867 shares of Common Stock, par value $5.00 per share, of the Company (“Common Stock”) were issued and outstanding. A quorum of 117,598,191 shares of Common Stock was present or represented at the meeting. |
|---|---|
| (a) | The following individuals were nominated and elected to serve as directors: |
| --- | --- |
John W. Conway, Timothy J. Donahue, Richard H. Fearon, Andrea J. Funk, Stephen J. Hagge, Rose Lee, James H. Miller, Josef M. Müller, B. Craig Owens, Caesar F. Sweitzer, Jim L. Turner and William S. Urkiel.
At the Annual Meeting, the Company’s shareholders voted on the four matters below as follows:
| 1) | Election of Directors. | ||
|---|---|---|---|
| Directors | Votes<br><br>For | Votes<br><br>Withheld | Broker<br><br>Non-Vote |
| --- | --- | --- | --- |
| John W. Conway | 109,560,509 | 1,715,553 | 6,322,129 |
| Timothy J. Donahue | 110,873,097 | 402,965 | 6,322,129 |
| Richard H. Fearon | 83,228,168 | 28,047,894 | 6,322,129 |
| Andrea J. Funk | 111,025,905 | 250,157 | 6,322,129 |
| Stephen J. Hagge | 110,874,851 | 401,211 | 6,322,129 |
| Rose Lee | 110,346,919 | 929,143 | 6,322,129 |
| James H. Miller | 108,645,275 | 2,630,787 | 6,322,129 |
| Josef M. Müller | 110,844,456 | 431,606 | 6,322,129 |
| B. Craig Owens | 109,441,385 | 1,834,677 | 6,322,129 |
| Caesar F. Sweitzer | 109,999,607 | 1,276,455 | 6,322,129 |
| Jim L. Turner | 107,099,496 | 4,176,566 | 6,322,129 |
| William S. Urkiel | 107,171,514 | 4,104,548 | 6,322,129 |
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| 2) | The Company’s shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditor for the fiscal year ending December 31, 2020 pursuant to the following vote: | ||
|---|---|---|---|
| Votes For | Votes Against | Votes Abstaining | Broker Non-Vote |
| --- | --- | --- | --- |
| 110,789,496 | 6,761,190 | 47,505 | — |
| 3) | The Company’s shareholders approved, by non-binding advisory vote, the resolution on executive compensation (as further described in the Company’s 2020 Proxy Statement) pursuant to the following vote: | ||
| --- | --- | ||
| Votes For | Votes Against | Votes Abstaining | Broker Non-Vote |
| --- | --- | --- | --- |
| 107,622,369 | 3,519,060 | 134,633 | 6,322,129 |
| 4) | The Company’s shareholders did not approve the shareholder proposal requesting the Board of Directors to adopt a policy for an independent Board Chairman pursuant to the following vote: | ||
| --- | --- | ||
| Votes<br><br>For | Votes<br><br>Against | Votes<br><br>Abstaining | Broker<br><br>Non-Vote |
| --- | --- | --- | --- |
| 41,098,415 | 69,931,411 | 246,236 | 6,322,129 |
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SIGNATURE
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.
| Dated: April 28, 2020 | CROWN HOLDINGS, INC. | |
|---|---|---|
| By: | /s/ David A. Beaver | |
| Name: | David A. Beaver | |
| Title: | Vice President and Corporate Controller |
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