8-K
O-I Glass, Inc. /DE/ (OI)
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
May
13, 2026
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<br><br>of incorporation) | (Commission<br><br> File Number) | (IRS<br> Employer<br><br> Identification No.) |
| One Michael Owens Way<br><br> <br>Perrysburg , Ohio<br><br> <br>(Address<br> of principal executive offices) | 43551-2999<br><br> <br>(Zip<br> 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 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ¨ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ¨ | Pre-commencement<br> 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 | Name of each exchange on which registered |
|---|---|---|
| Common stock,par value $.01 per share | OI | 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 5.07 | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
|---|
The Annual Meeting was held on May 13, 2026. On the record date of March 18, 2026, there were 153,284,461 shares of the Company’s common stock outstanding. The following proposals were submitted to a vote of the share owners at the Annual Meeting, each of which is described in detail in the Proxy Statement:
Proposal 1 – Election of Directors:
Each of the nominees for the Company’s Board of Directors was elected to serve a one-year term by a vote of the share owners as follows:
| Aggregate Vote | ||||||||
|---|---|---|---|---|---|---|---|---|
| Name | For | Against | Abstentions | Broker Non-Votes | ||||
| Samuel R. Chapin | 128,906,417 | 2,610,427 | 941,374 | 7,318,473 | ||||
| David V. Clark, II | 126,867,269 | 4,640,360 | 950,589 | 7,318,473 | ||||
| Eugenio Garza y Garza | 129,078,465 | 2,508,773 | 870,980 | 7,318,473 | ||||
| Gordon J. Hardie | 128,766,168 | 3,022,450 | 669,600 | 7,318,473 | ||||
| John Humphrey | 128,447,665 | 3,148,379 | 862,174 | 7,318,473 | ||||
| Iain J. Mackay | 129,091,028 | 2,496,490 | 870,700 | 7,318,473 | ||||
| Hari N. Nair | 126,550,406 | 4,971,027 | 936,785 | 7,318,473 | ||||
| Cheri Phyfer | 128,680,137 | 2,452,673 | 1,325,408 | 7,318,473 | ||||
| Catherine I. Slater | 128,340,633 | 3,264,494 | 853,091 | 7,318,473 | ||||
| Carol A. Williams | 127,388,187 | 4,165,134 | 904,897 | 7,318,473 |
Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm:
The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified by a vote of the share owners as follows:
| Aggregate Vote | |||||||
|---|---|---|---|---|---|---|---|
| For | Against | Abstentions | Broker Non-Votes | ||||
| 132,246,776 | 6,638,464 | 891,451 | 0 |
Proposal 3 – Advisory Vote to Approve Named Executive Officer Compensation:
The compensation of the Company’s named executive officers was approved by an advisory (non-binding) vote of the share owners as follows:
| Aggregate Vote | |||||||
|---|---|---|---|---|---|---|---|
| For | Against | Abstentions | Broker Non-Votes | ||||
| 126,880,688 | 4,831,872 | 745,658 | 7,318,473 |
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: May 13, 2026 | By: | /s/ John A. Haudrich |
| John A. Haudrich | ||
| Senior Vice President and Chief Financial Officer |