Form: 8-K

Current report filing

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)

 
Indiana
 
001-07349
 
35-0160610
 
 
(State or other jurisdiction
 
(Commission
 
(IRS Employer
 
 
of Incorporation)
 
File No.)
 
Identification No.)
 

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):

£
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))
 
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.
£



Ball Corporation
Current Report on Form 8‑K
Dated April 27, 2017


Item 5.07.
Submission of Matters to a Vote of Security Holders
 
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:
 
 
1.
Election of Directors.
 
 
Director
 
For
 
Withheld
 
             
 
John A. Hayes
 
120,083,600
 
27,245,904
 
 
George M. Smart
 
109,557,169
 
37,772,335
 
 
Theodore M. Solso
 
109,551,070
 
37,778,434
 
 
Stuart A. Taylor II
 
119,916,002
 
27,413,502
 
 
 
2.
Ratification of the appointment of PricewaterhouseCoopers LLP as the independent auditor for the Company for 2017.
 
 
For
 
Against
 
Abstain
 
 
156,866,987
 
2,822,211
 
332,113
 
 
 
3.
Approval of Amended and Restated 2013 Stock and Cash Incentive Plan.
 
 
 
For
 
 
Against
 
 
Abstain
 
Broker
Non-Votes
 
 
137,697,945
 
8,947,571
 
683,988
 
12,691,807
 
 
 
4.
Approval, by non-binding advisory vote, of the compensation of the Named Executive Officers as disclosed in the 2017 Proxy Statement.
 
 
 
For
 
 
Against
 
 
Abstain
 
Broker
Non-Votes
 
 
140,795,950
 
5,195,575
 
1,337,979
 
12,691,807
 
 
 
5.
Recommendation, by non-binding vote, of the frequency of the non-binding shareholder vote to approve the compensation of the named executive officers.
 
 
One Year
 
Two Years
 
Three Years
 
Abstain
 
 
138,007,038
 
524,836
 
7,777,129
 
1,020,501
 



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Item 8.01.
Other Events

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.

(d)
Exhibits.
 

The following are furnished as exhibits to this report:

 
Exhibit 99.1
Ball Corporation Press Release dated April 26, 2017














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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.


 
BALL CORPORATION
 
(Registrant)
     
     
 
By:
/s/ Scott C. Morrison
   
Name:
Scott C. Morrison
   
Title:
Senior Vice President and Chief Financial Officer




Date: April 27, 2017


























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Ball Corporation
Form 8‑K
April 27, 2017


EXHIBIT INDEX
     
Description
 
Exhibit
     
Ball Corporation Press Release dated April 26, 2017
 
99.1





































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