8-K: Current report filing
Published on January 28, 2022
SECURITIES AND EXCHANGE COMMISSION
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Current Report
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Ball Corporation
Current Report on Form 8-K
Dated January 28, 2022
Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On January 26, 2022, the Board of Directors (the “Board”) of Ball Corporation (the “Company”) approved amendments to the Company’s amended by-laws (the “Bylaws”) (1) to opt out of the classified board structure previously required under the Indiana Business Corporation Law, (2) to permit shareholders to amend the Bylaws, and (3) to increase the retirement age for directors to 75 years of age from 72 years of age. In line with these changes, the Board intends to recommend the Company’s shareholders approve amendments to the Company’s articles of incorporation to declassify the Board and to expressly permit shareholders to amend the Bylaws at the Company’s 2022 shareholders’ meeting.
The amendments are described in the press release dated January 26, 2022, and attached hereto as Exhibit 99.1, which is incorporated herein by reference. A copy of the amendments to the Bylaws are attached hereto as Exhibit 3.ii, which is incorporated herein by reference.
Item 7.01Regulation FD Disclosure.
On December 20, 2021, Platinum Equity and Ball Corporation issued a press release announcing the signing of a definitive agreement to sell their respective equity investments in Ball Metalpack to Sonoco in a transaction valued at approximately $1.35 billion. Closing of the transaction was completed on January 26, 2022, and the Company received approximately $300 million in cash, subject to customary closing adjustments.
The information furnished in this report shall neither be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 8.01Other Events.
On January 26, 2022, the Board declared a cash dividend of 20 cents per share, payable March 15, 2022, to shareholders of record as of March 1, 2022. The cash dividend authorization is described in the press release dated January 26, 2022, and attached hereto as Exhibit 99.1, which is incorporated herein by reference.
Item 9.01Financial Statements and Exhibits
Exhibits.
The following are furnished as exhibits to this report:
3.ii |
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99.1 |
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Exhibit 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 |
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(Registrant) |
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By: |
/s/ Charles E. Baker |
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Name: Charles E. Baker |
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Title: Vice President, General Counsel and Corporate Secretary |
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Date: January 28, 2022
Ball Corporation
Form 8-K
January 28, 2022
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Description |
Exhibit |
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3.ii |
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99.1 |
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