DEFA14A: Additional definitive proxy soliciting materials and Rule 14(a)(12) material
Published on April 20, 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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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 20, 2009:
Dear
Fellow Ball Employee:
Our
annual meeting of shareholders will be held Wednesday morning (April 22), and I
am writing once more to encourage you to vote any Ball shares held by you, if
you have not already done so. I urge you to vote as recommended by
our Board of Directors.
As of
late last week, only about 20 percent of the shares in the Employee Stock
Purchase Plan and 401(k) plan had been voted. That means four out of
five of those shares still could be voted today or tomorrow, by telephone or via
the Internet. In addition, you may hold shares directly, outside of
these plans, which you are also entitled to vote.
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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Proposal
2 is to ratify the appointment of PricewaterhouseCoopers LLP as the
independent registered public accounting firm for the company for
2009.
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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 potentially unwise
actions.
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.
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, and failure to vote
does not automatically default in support of the Board of Directors’
recommendations.
Thank you
for your consideration of these matters.
Dave
Hoover
Chairman,
President & CEO