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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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January 25, 2023

(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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9200 W. 108^th Circle, P.O. Box 5000, Westminster, 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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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	BALL	NYSE

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Ball Corporation

Current Report on Form 8-K

Dated January 26, 2023

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Item 5.03Amendments to Articles of Incorporation of Bylaws; Change in Fiscal Year.

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On January 25, 2023, the Board of Directors (the “Board”) of the Company approved an amendment to the Company’s amended by-laws (the “Bylaws”) to, among other things, ensure nominating shareholders comply with solicitation and notice requirements under the Universal Proxy Rules by; (1) adding a specific reference to the proxy solicitation rule (Rule 14a-19) relating to the requirements for nominations and the proper form for such notices of such nominations; (2) mandating that a dissident use a color other than white for its proxy card; and (3) requiring dissidents to include background information about the dissident entity/organization. Exhibit 3(i) attached hereto provides the text of the amendment.

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Item 9.01Financial Statements and Exhibits

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Exhibits.

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The following are furnished as exhibits to this report:

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​	Exhibit 3 (i)	Article 2, Section D and Section G of the Amended Bylaw
​	Exhibit 104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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Ball Corporation

Form 8-K

January 26, 2023

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EXHIBIT INDEX
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Description	​	Exhibit
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Article 2, Section D and Section G of the Amended Bylaw	​	3 (i)
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SIGNATURE

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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
​	(Registrant)
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​	By:	Charles E. Baker
​	​	Charles E. Baker
​	​	Title: Vice President and General Counsel

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Date: January 26, 2023

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