DEFA14A: Additional definitive proxy soliciting materials and Rule 14(a)(12) material
Published on April 6, 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. )
Filed by
the Registrant þ
Filed by
a Party other than the Registrant ¨
Check the
appropriate box:
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¨
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Preliminary
Proxy Statement.
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¨
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Confidential,
for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2)).
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¨
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Definitive
Proxy Statement.
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þ
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Definitive
Additional Materials.
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¨
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Soliciting
Material Pursuant to §240.14a-12.
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BALL
CORPORATION
(Name of
Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
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þ
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No
fee required.
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¨
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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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¨
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Fee
paid previously with preliminary materials.
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¨
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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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E-mail
to be sent by R. David Hoover on April 6, 2009:
Dear
Fellow Ball Employee:
If you
are a Ball shareholder, I hope you have had a chance to review the proxy
materials sent to you recently via U.S. Mail. Some of you have already voted,
but for those of you who haven’t, I want you to know that your vote is very
important. I urge you to vote your shares as recommended by the Board of
Directors.
As of
April 3, there were almost 1 million shares in the Employee Stock Purchase Plan
and the Ball Common Stock Fund (401K Plan) eligible to vote. Approximately 13
percent of those shares have been voted. There are still 87 percent of those
shares (over 800,000 shares) that are not yet voted by employee shareholders. In
addition, many of you hold shares directly, outside of our benefit
plans.
As I said
in my recent message on myBallPortal, our
Board of Directors is recommending a vote FOR Proposals 1 and 2 and a vote
against Proposal 3.
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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 this year’s slate of three
directors.
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·
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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 Ball’s independent accounting firm for
many years.
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I
encourage you to vote AGAINST Proposal 3.
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 Ball in maintaining the
stability of the company and in preventing the interference in our business by
proponents of unwanted takeovers, restructuring or other unwise actions
advocated by a vocal minority.
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.
Dave
Hoover
Chairman,
President & CEO