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~~June 1410, 2025

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	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 57.0201. ~~DEPARTURE~~REGULATION OFFD ~~DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS~~DISCLOSURE.

O-I Glass, Inc.’s ~~Fifth~~(the ~~Amended~~“Company”) Chief Financial Officer John Haudrich is scheduled to present at the Wells Fargo 2025 Industrials and ~~Restated~~Materials Conference (the “Conference”) ~~2017~~on ~~Incentive~~Wednesday, ~~Award~~June 11, ~~Plan~~2025 at 2:30 p.m., Eastern Time. Mr. Haudrich plans to reaffirm the Company’s 2025 guidance during the presentation.

~~As noted below under Item 5.07, at the Annual~~A ~~Meeting~~live webcast of ~~Share Owners (~~the ~~“Annual~~presentation ~~Meeting”)~~will ofbe ~~O-I~~available ~~Glass, Inc.~~at (the ~~“Company”)~~following ~~held~~link: ~~on May~~https://event.webcasts.com/starthere.jsp?ei=1722509&tp_key=47841fe3b0. ~~14, 2025,~~The ~~the~~replay ~~Company’s~~from ~~share~~the ~~owners,~~conference ~~upon~~will ~~the~~be ~~recommendation~~posted ofwithin ~~the~~24 ~~Board~~hours of ~~Directors of~~ the ~~Company~~presentation ~~(the~~and ~~“Board”),~~will ~~approved the~~be ~~O-I~~archived ~~Glass, Inc.~~through ~~Fifth~~this ~~Amended~~link ~~and~~for ~~Restated~~90 ~~2017~~days ~~Incentive~~following the ~~Award~~completion ~~Plan~~of (the ~~“Plan”),~~Conference. ~~which~~A ~~was~~copy ~~adopted~~of by the ~~Board on~~presentation ~~March 26~~slides, ~~2025,~~which ~~subject~~will tobe ~~the~~discussed ~~approval~~at by the ~~Company’s~~Conference, ~~share~~is ~~owners~~attached hereto as Exhibit 99.1 ~~The~~and ~~Plan~~will ~~amends~~also ~~and~~be ~~restates~~available on the Company’s ~~Fourth~~ ~~Amended~~website, ~~and Restated 2017 Incentive Award Plan in its entirety~~www.o-i.com/investors.

The information ~~Plan,~~contained ~~among~~in ~~other~~this ~~things,~~Item ~~(1) increases the~~7.01 ~~number~~and ofin ~~shares~~Exhibit 99.1 ofhereto ~~the~~is ~~Company’s~~furnished ~~common~~and ~~stock~~shall not ~~that may~~ be ~~issued~~deemed ~~thereunder~~“filed” byfor anpurposes ~~additional 9,000,000 shares to a total~~ of ~~33,600,000~~ ~~shares; and (2)~~Section ~~provides~~18 ~~that~~of ~~upon~~the aSecurities ~~“change~~Exchange inAct ~~control”~~ of ~~the~~1934, ~~Company (~~as ~~defined~~amended in (the ~~Plan~~“Exchange Act”), ~~outstanding awards~~or ~~(i) held~~otherwise bysubject ~~non-employee~~to ~~directors~~the ~~will~~liabilities ~~vest~~of ~~in full and (ii)~~ that ~~are held by participants other than non-employee directors and are not continued~~Section, ~~converted,~~nor ~~assumed~~shall orit ~~replaced~~be indeemed ~~connection~~to ~~with~~be ~~the~~incorporated ~~change~~by inreference ~~control~~into ~~will vest in full (with performance-based~~any ~~awards~~filing ~~vesting at target levels~~ of ~~performance).~~the ~~The~~Company ~~Plan~~under ~~provides for~~ the ~~grant~~Securities Act of ~~stock options~~1933, ~~stock~~as ~~appreciation rights~~amended, ~~restricted stock,~~or ~~restricted~~the ~~stock~~Exchange ~~units~~Act, ~~dividend~~except ~~equivalents~~as ~~and~~expressly ~~other~~set ~~stock~~forth orby ~~cash~~specific ~~awards to employees, consultants and non-employee directors~~reference ofin ~~the~~such ~~Company~~a ~~and its subsidiaries~~filing.

AITEM more detailed description of the material terms of the Plan was included in the Company’s Definitive Proxy Statement (“Proxy Statement”) on Schedule 14A filed with the Securities and Exchange Commission (“SEC”) on April 1, 20259. ~~The foregoing and the summary in the Proxy Statement are not complete summaries of the terms of the Plan and are qualified by reference to the text of the Plan, which is included as Exhibit 10~~01.~~1 hereto~~ ~~and~~FINANCIAL isSTATEMENTS ~~incorporated~~AND ~~by reference herein~~EXHIBITS.

~~ITEM~~(d) 5Exhibits.~~07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.~~

The Annual Meeting was held on May 14, 2025. On the record date of March 19, 2025, there were 154,668,859 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:

Exhibit No.		Description
99.1		Wells Fargo 2025 Industrials and Materials Conference slides
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

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 vote of the share owners as follows:

	Aggregate Vote
Name	For	Against	Abstentions	Broker Non-Votes
Samuel R. Chapin	125,057,783	1,863,648	473,314		10,139,478
David V. Clark, II	111,915,608	14,912,363	566,774		10,139,478
Eric J. Foss	122,921,894	3,922,876	549,975		10,139,478
Eugenio Garza y Garza	123,381,636	3,445,630	567,479		10,139,478
Gordon J. Hardie	124,148,392	2,820,031	426,322		10,139,478
John Humphrey	123,182,446	3,747,517	464,782		10,139,478
Iain J. Mackay	123,388,530	3,336,026	670,189		10,139,478
Hari N. Nair	112,271,275	14,634,341	489,129		10,139,478
Cheri Phyfer	114,599,747	12,248,927	546,071		10,139,478
Catherine I. Slater	115,004,089	11,993,646	397,010		10,139,478
Carol A. Williams	111,711,173	14,725,453	958,119		10,139,478

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, 2025 was ratified by vote of the share owners as follows:

Aggregate Vote
For	Against	Abstentions	Broker Non-Votes
132,024,877	4,691,285	818,061	0

Proposal 3 — Approval of the Company’s Fifth Amended and Restated 2017 Incentive Award Plan:

The Plan was approved by vote of the share owners as follows:

Aggregate Vote
For	Against	Abstentions	Broker Non-Votes
120,622,053	6,619,273	153,419	10,139,478

Proposal 4 —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
83,910,833	43,193,456	290,456	10,139,478

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

Exhibit No.		Description
10.1		O-I Glass, Inc. Fifth Amended and Restated 2017 Incentive Award Plan (filed as Appendix B to O-I Glass, Inc.’s Definitive Proxy Statement on Schedule 14A filed April 1, 2025, File No. 1-9576, and incorporated herein by reference)
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.

Date: May 15, 2025	O-I GLASS, INC.
	O-I GLASS, INC.
	By:	/s/ John A. Haudrich
Date: June 10, 2025	By:	/s/ John A. Haudrich
		John A. Haudrich
	Name:	John A. Haudrich
		Senior Vice President and Chief Financial Officer
	Title:	Senior Vice President and Chief Financial Officer

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