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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  20549

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FORM 8-K

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Current Report

Pursuant to Section 13 or 15(D) of the

Securities Exchange Act of 1934

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October 21, 2019

(Date of earliest event reported)

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BALL CORPORATION

(Exact name of Registrant as specified in its charter)

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​	Indiana	​	001-07349	​	35-0160610	​
​	(State of	​	(Commission	​	(IRS Employer	​
​	Incorporation)	​	File No.)	​	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)

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(303) 469-3131

(Registrant’s telephone number, including area code)

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Not Applicable

(Former name or former address, if changed since last report)

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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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☐	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))

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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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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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Securities registered pursuant to Section 12(b) of the Act:

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Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, without par value	BLL	NYSE

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Ball Corporation

Current Report on Form 8-K

Dated October 24, 2019

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5
Item 5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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Appointment of Director

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On October 21, 2019, the Ball Corporation Board of Directors formally elected Todd Penegor as a Class I director of the Company.  Mr. Penegor is the current President and CEO of The Wendy’s Company. Mr. Penegor joined Wendy’s as senior vice president and chief financial officer in 2013, and was named to his current role in 2016. He previously served in key leadership roles at Kellogg Company, where he worked for 13 years, and Ford Motor Company, where he worked for 12 years.

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A copy of the press release is attached hereto as Exhibit 99.1.

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Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

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On October 21, 2019, the Board of Directors of the Company amended the Bylaws to increase the Board of Directors from ten to eleven, by increasing to four the number of director positions in Class I. Exhibit 3(ii) attached hereto provides the text of the amendment.

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Exhibit No.	Description
3.ii	Article 3, Section A of the Amended Bylaws
99.1	Press release dated October 23, 2019

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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.

 

 

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	BALL CORPORATION
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Date: October 24, 2019	By:	/s/ Charles E. Baker
		Name:	Charles E. Baker
		Title:	Vice President and General Counsel

 

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