8-K: Current report filing
Published on April 27, 2017
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
April 26, 2017
Date of Report (Date of earliest event reported)
BALL CORPORATION
(Exact name of Registrant as specified in its charter)
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Indiana
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001-07349
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35-0160610
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of Incorporation)
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File No.)
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Identification No.)
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10 Longs Peak Drive, P.O. Box 5000, Broomfield, CO 80021-2510
(Address of principal executive offices, including ZIP Code)
(303) 469-3131
(Registrant's telephone number, including area code)
Not Applicable
(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 (see General Instruction A.2. below):
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£
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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£
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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£
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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£
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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).
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Emerging growth company
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£
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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.
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£
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Ball Corporation
Current Report on Form 8‑K
Dated April 27, 2017
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Item 5.07.
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Submission of Matters to a Vote of Security Holders
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On April 26, 2017, the Company held its Annual Meeting of Shareholders ("Annual Meeting"). Following are the results of the matters voted on by shareholders at the Annual Meeting:
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1.
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Election of Directors.
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Director
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For
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Withheld
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John A. Hayes
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120,083,600
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27,245,904
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George M. Smart
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109,557,169
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37,772,335
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Theodore M. Solso
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109,551,070
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37,778,434
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Stuart A. Taylor II
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119,916,002
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27,413,502
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2.
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Ratification of the appointment of PricewaterhouseCoopers LLP as the independent auditor for the Company for 2017.
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For
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Against
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Abstain
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156,866,987
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2,822,211
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332,113
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3.
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Approval of Amended and Restated 2013 Stock and Cash Incentive Plan.
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For
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Against
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Abstain
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Broker
Non-Votes
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137,697,945
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8,947,571
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683,988
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12,691,807
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4.
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Approval, by non-binding advisory vote, of the compensation of the Named Executive Officers as disclosed in the 2017 Proxy Statement.
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For
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Against
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Abstain
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Broker
Non-Votes
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140,795,950
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5,195,575
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1,337,979
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12,691,807
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5.
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Recommendation, by non-binding vote, of the frequency of the non-binding shareholder vote to approve the compensation of the named executive officers.
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One Year
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Two Years
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Three Years
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Abstain
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138,007,038
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524,836
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7,777,129
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1,020,501
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2
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Item 8.01.
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Other Events
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On April 26, 2017, the Company announced that its Board of Directors declared a two-for-one stock split of the Company's common stock, and increased the quarterly cash dividend.
The distribution date for the stock split will be May 16, 2017, for shareholders of record on May 8, 2017. Such shareholders will be issued one additional share of common stock of the Company for each share of common stock of the Company owned on May 8, 2017. Such distribution of common stock of the Company will be made effective May 16, 2017, by book entry. The Board of Directors declared a quarterly cash dividend of 20 cents per share, being 10 cents per post-split share, payable June 15, 2017, to shareholders of record on June 1, 2017, which represents an increase of 54 percent over the quarterly dividend of 13 cents per pre-split share.
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(d)
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Exhibits.
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The following are furnished as exhibits to this report:
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Exhibit 99.1
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Ball Corporation Press Release dated April 26, 2017
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3
SIGNATURE
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.
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BALL CORPORATION
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(Registrant)
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By:
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/s/ Scott C. Morrison
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Name:
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Scott C. Morrison
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Title:
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Senior Vice President and Chief Financial Officer
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Date: April 27, 2017
4
Ball Corporation
Form 8‑K
April 27, 2017
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EXHIBIT INDEX
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Description
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Exhibit
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Ball Corporation Press Release dated April 26, 2017
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99.1
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5