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 1516, 2024

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)		(IRS Employer 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 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 (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	Name of each exchange on which registered
Common Stock, par value $.01 per share	OI	New York Stock Exchange
Common stock, $.01 par value	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 7.0701. ~~SUBMISSION~~REGULATION OFFD ~~MATTERS TO A VOTE OF SECURITY HOLDERS~~DISCLOSURE.

~~The~~Pricing ~~Annual Meeting~~ of ~~Share Owners~~Notes (the “Annual Meeting”) of O-I Glass, Inc. (the “Company”) was held on May 15, 2024. On the record date of March 18, 2024, there were 155,686,257 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 Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (“SEC”) on April 5, 2024:Offering

~~Proposal~~On 1May 16, 2024, O-I ~~Election~~Glass, Inc. (the “Company”) issued a press release (the “Press Release”) announcing that OI European Group B.V. (“OIEG”), an indirect wholly owned subsidiary of ~~Directors:~~the Company, priced a private offering (the “Offering”) of €500 million aggregate principal amount of its 5.250% senior notes due 2029 (the “Notes”) at par, which represents an increase of €100 million from the previously announced aggregate offering size. The Offering is expected to close on May 28, 2024, subject to the satisfaction of customary closing conditions. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

~~Each~~The ofinformation ~~the~~contained ~~nominees~~in this Item 7.01 is for ~~the~~informational ~~Company’s~~purposes ~~Board~~ only and shall not constitute a notice of ~~Directors~~an (offer to sell or the ~~“Board”)~~solicitation ~~was~~of ~~elected~~an offer to ~~serve~~buy athe Notes ~~one-year~~or ~~term~~the byguarantees, ~~vote~~nor shall there be any sale of the ~~share~~Notes ~~owners~~and asthe ~~follows:~~guarantees in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

	Aggregate Vote
Name	For		Against		Abstentions		Broker Non-Votes
Samuel R. Chapin		133,330,994		1,309,755		330,712		6,989,024
David V. Clark, II		133,141,032		1,622,717		207,712		6,989,024
Eric J. Foss		122,809,255		11,936,017		226,189		6,989,024
Gordon J. Hardie		133,329,968		1,414,976		226,517		6,989,024
John Humphrey		131,881,043		2,882,497		207,921		6,989,024
Alan J. Murray		125,221,508		9,485,902		264,051		6,989,024
Hari N. Nair		132,739,976		1,924,026		307,459		6,989,024
Cheri Phyfer		133,513,799		1,201,841		255,821		6,989,024
Catherine I. Slater		133,160,324		1,555,465		255,672		6,989,024
Carol A. Williams		132,004,524		2,718,015		248,922		6,989,024

The information contained in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” with the Securities and Exchange Commission (the “SEC”) for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and such information shall not be deemed incorporated by reference into any registration statement or other document filed pursuant to the Securities Act or the Exchange Act.

~~Proposal 2~~ Forward-Looking ~~Ratification of Appointment of Independent Registered Public Accounting Firm:~~Statements

~~The~~This ~~appointment~~Current ofReport ~~Ernst &~~on Form 8-K contains “forward-looking” ~~Young~~statements ~~LLP~~related asto the Company within the meaning of Section 21E of the Exchange Act and Section 27A of the Securities Act. Forward-looking statements reflect the Company’s ~~independent~~current ~~registered~~expectations ~~public~~and ~~accounting~~projections ~~firm~~about ~~for~~future events at the ~~fiscal~~time, ~~year~~and ~~ending~~thus ~~December 31~~involve uncertainty and risk. The words “believe,” ~~2024~~“expect,” ~~was~~“anticipate,” ~~ratified~~“will,” “could,” “would,” by“should,” ~~vote~~“may,” of“plan,” “estimate,” “intend,” “predict,” “potential,” “continue,” and the ~~share~~negatives ~~owners~~of asthese ~~follows:~~words and other similar expressions generally identify forward-looking statements.

Aggregate Vote
For		Against		Abstentions		Broker Non-Votes
	137,666,746		4,022,896		270,843		0

It is possible that the Company’s future financial performance may differ from expectations due to a variety of factors including, but not limited to the following: (1) the general political, economic and competitive conditions in markets and countries where the Company has operations, including uncertainties related to economic and social conditions, trade disputes, disruptions in the supply chain, competitive pricing pressures, inflation or deflation, changes in tax rates and laws, war, civil disturbance or acts of terrorism, natural disasters, public health issues and weather, (2) cost and availability of raw materials, labor, energy and transportation (including impacts related to the current Ukraine-Russia and Israel-Hamas conflicts and disruptions in supply of raw materials caused by transportation delays), (3) competitive pressures from other glass container producers and alternative forms of packaging or consolidation among competitors and customers, (4) changes in consumer preferences or customer inventory management practices, (5) the continuing consolidation of the Company’s customer base, (6) the Company’s ability to improve its glass melting technology, known as the modular advanced glass manufacturing asset (“MAGMA”) program, and implement it within the timeframe expected, (7) unanticipated supply chain and operational disruptions, including higher capital spending, (8) seasonality of customer demand, (9) the failure of the Company’s joint venture partners to meet their obligations or commit additional capital to the joint venture, (10) labor shortages, labor cost increases or strikes, (11) the Company’s ability to acquire or divest businesses, acquire and expand plants, integrate operations of acquired businesses and achieve expected benefits from acquisitions, divestitures or expansions, (12) the Company’s ability to generate sufficient future cash flows to ensure the Company’s goodwill is not impaired, (13) any increases in the underfunded status of the Company’s pension plans, (14) any failure or disruption of the Company’s information technology, or those of third parties on which the Company relies, or any cybersecurity or data privacy incidents affecting the Company or its third-party service providers, (15) risks related to the Company’s indebtedness or changes in capital availability or cost, including interest rate fluctuations and the ability of the Company to generate cash to service indebtedness and refinance debt on favorable terms, (16) risks associated with operating in foreign countries, (17) foreign currency fluctuations relative to the U.S. dollar, (18) changes in tax laws or U.S. trade policies, (19) the Company’s ability to comply with various environmental legal requirements, (20) risks related to recycling and recycled content laws and regulations, (21) risks related to climate-change and air emissions, including related laws or regulations and increased environmental, social and governance scrutiny and changing expectations from stakeholders, (22) risks related to the Company’s long-term succession planning process and (23) the other risk factors discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 and any subsequently filed Quarterly Reports on Form 10-Q or the Company’s other filings with the Securities and Exchange Commission.

~~Proposal~~It 3is not possible to foresee or identify all such factors. Any forward-looking ~~Advisory~~statements ~~Vote~~in this Current Report on Form 8-K are based on certain assumptions and analyses made by the Company in light of its experience and perception of historical trends, current conditions, expected future developments, and other factors it believes are appropriate in the circumstances. Forward-looking statements are not a guarantee of future performance and actual results, or developments may differ materially from expectations. While the Company continually reviews trends and uncertainties affecting the Company’s results or operations and financial condition, the Company does not assume any obligation to ~~Approve~~update ~~Named~~or ~~Executive~~supplement ~~Officer~~any ~~Compensation:~~particular forward-looking statements contained in this Current Report on Form 8-K.

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
	130,951,447		3,737,003		283,011		6,989,024

ITEM 7.01. REGULATION FD DISCLOSURE.

On May 15, 2024, after the conclusion of the Annual Meeting, the Company issued a press release announcing John Humphrey’s appointment as Independent Board Chair and Gordon J. Hardie’s effective date of May 15, 2024 as President and Chief Executive Officer. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained in this Item 7.01 and in Exhibit 99.1 hereto is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

ITEM 8.01. OTHER EVENTS.

On May 15, 2024, the Company announced that the Board had authorized a $100 million anti-dilutive share repurchase program for the Company’s common stock that the Company intends to use to offset future incentive awards. This authorization supersedes and replaces any prior repurchase authorizations.

Under the repurchase program, repurchases can be made from time to time using a variety of methods, which may include open market purchases, privately negotiated transactions, or otherwise, all in accordance with the rules of the SEC and other applicable legal requirements. The specific timing, price and size of purchases will depend on prevailing stock prices, general economic and market conditions, and other considerations. The repurchase program does not obligate the Company to acquire any particular amount of its common stock, and the repurchase program may be suspended or discontinued at any time at the Company’s discretion.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d)

Exhibits.

Exhibit No.		Description
Exhibit
99.1		Press Release issued on May 15, 2024
No.		Description
99.1		Press Release, dated May 16, 2024
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

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 15, 2024	By:	/s/ Darrow A. Abrahams
Date: May 16, 2024	By:	/s/ Meena Dafesh
	Name:	~~Darrow~~Meena ~~A. Abrahams~~Dafesh
	Title:	~~Senior~~ Vice President, ~~General~~and ~~Counsel~~Global ~~& Corporate Secretary~~Treasurer

Filing Compare · O-I Glass, Inc. /DE/