DEFA14A: Additional definitive proxy soliciting materials and Rule 14(a)(12) material
Published on March 26, 2009
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the Securities
Exchange
Act of 1934 (Amendment No. )
Check the
appropriate box:
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Preliminary
Proxy Statement.
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Confidential,
for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2)).
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Definitive
Proxy Statement.
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Definitive
Additional Materials.
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Soliciting
Material Pursuant to §240.14a-12.
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BALL CORPORATION
(Name of
Registrant as Specified in its Charter)
(Name of
Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
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No
fee required.
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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(1)
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Title
of each class of securities to which transaction
applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
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(4)
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Proposed
maximum aggregate value of transaction:
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(5)
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Total
fee paid:
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Fee
paid previously with preliminary materials.
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Check
box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
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(1)
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Amount
Previously Paid:
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(2)
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Form,
Schedule or Registration Statement No.:
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(3)
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Filing
Party:
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(4)
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Date
Filed:
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Information to be posted to
Ball Corporation's Portal:
Ball
employees who are shareholders of the company have recently received their proxy
materials for the 2009 Annual Meeting of Shareholders. The company
encourages all employee shareholders to vote their shares and to vote as the
Board of Directors has recommended in the proxy materials. Dave
Hoover, Ball’s Chairman, President and CEO, will be sending an e-mail to
employee shareholders with further information regarding the recommended
voting.
E-mail to be sent by R.
David Hoover:
Dear Ball
Employee:
You
should have recently received, through the U.S. mail, a notice of the 2009
Annual Meeting of Shareholders and Proxy Statement, an Annual Report and 10-K
and a voting card for the 2009 Annual Meeting of Shareholders. The
proxy materials contain three proposals on which shareholders are being asked to
vote. The Ball Corporation Board of Directors is recommending a vote
FOR Proposal 1 and Proposal 2 and a vote AGAINST
Proposal 3. I would like to encourage you to follow our Board’s
recommendations.
I
encourage you to vote FOR Proposals 1 and 2:
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Proposal 1
is to elect three directors for three year terms expiring at the Annual
Meeting of Shareholders to be held in 2012. We encourage you to
vote in favor of the reelection of Robert Alspaugh, Dave Hoover and Jan
Nicholson.
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Proposal 2
is to ratify the appointment of PricewaterhouseCoopers LLP as the
independent registered public accounting firm for the company for
2009. PricewaterhouseCoopers has been the company’s independent
accounting firm for many years.
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I
encourage you to vote AGAINST Proposal 3.
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The
board is recommending that you vote AGAINST Proposal 3 which is a
proposal to declassify the Board of Directors. The company
believes that the current staggered board (in which approximately
one-third of the directors are elected annually to serve three-year terms)
has assisted the company in maintaining the stability of the company and
in preventing the interference in the company’s business by proponents of
unwanted takeovers, restructuring or other unwise actions advocated by a
vocal minority focused only on short-term gains that could be detrimental
to the long-term value and stability of the company. I urge you
to read the company’s Statement in Opposition to the Shareholder Proposal
which can be found on page 40 of the Proxy
Statement.
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Each of
the proposals is set forth in the Proxy Statement, which you should
review. Ball’s Proxy Statement, Annual Report and 10-K are available
at
http://materials.proxyvote.com/058498
or on the Ball Corporation Web site. To access Ball’s Proxy Statement,
Annual Report and 10-K at
www.ball.com please
select the “Corporate” page and click on the “Investors” tab and view the
section entitled “Featured Report.”
You may
submit your vote via the Internet at www.investorvote.com
or by telephone (1-800-652-8683) by following the instructions contained in your
proxy card, notice of Internet availability of proxy materials or voting
instruction form. You may receive more than one notice, proxy card
and/or voting instruction form depending on where your shares are
held. Please be sure to vote each notice, proxy card and/or voting
instruction form you receive to ensure that all of your shares are
voted.
If you
have already voted your shares, I thank you. If you have not yet
voted, I encourage you to review the proxy materials and vote, no matter how
many shares you own. Your vote is very important.
Thank you
for your consideration of these matters.
R. David Hoover