ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;


          APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
          OFFICERS.

O-I Glass, Inc. Third Amended and Restated 2017 Incentive Award Plan

As noted below under Item 5.07, at the Annual Meeting of Share Owners (the "Annual Meeting") of O-I Glass, Inc. (the "Company") held on May 10, 2022, the Company's share owners, upon the recommendation of the Board of Directors, approved the O-I Glass, Inc. Third Amended and Restated 2017 Incentive Award Plan (the "Plan"), which was adopted by the Board of Directors on April 28, 2022, subject to the approval by the share owners. The Plan amends and restates the Company's Second Amended and Restated 2017 Incentive Award Plan in its entirety.

The Plan, among other things, increases the number of shares of the Company's common stock that may be issued thereunder by an additional 3,350,000 shares to a total of 18,350,000 shares. The Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalents and other stock or cash awards to employees, consultants and non-employee directors of the Company and its subsidiaries.

A more detailed description of the material terms of the Plan was included in the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission ("SEC") on March 30, 2022, as supplemented by the Supplement to Proxy Statement filed with the SEC on April 29, 2022 (collectively, the "Proxy Statement"), and such description is hereby incorporated by reference herein. The foregoing and the summary in the Proxy Statement are not complete summaries of the terms of the Plan and are qualified by reference to the text of the Plan, which is included as Exhibit 10.1 hereto and is incorporated by reference herein.

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

The Annual Meeting was held on May 10, 2022. On the record date of March 15, 2022, there were 156,149,154 shares of the Company's common stock outstanding. The following proposals were submitted to a vote of the share owners at the Annual Meeting, each of which is described in detail in the Proxy Statement:

Proposal 1 - Election of Directors:

Each of the nominees for the Company's Board of Directors was elected to serve a one-year term by vote of the share owners as follows:





                                                  Aggregate Vote
       Name                 For            Against        Abstentions       Broker Non-Votes
Samuel R. Chapin        128,936,947       1,455,448           517,248              8,521,658
David V. Clark, II      128,139,375       2,246,970           523,298              8,521,658
Gordon J. Hardie        128,685,782       1,748,010           475,851              8,521,658
John Humphrey           127,736,219       2,649,062           524,362              8,521,658
Andres A. Lopez         128,546,841       2,098,228           264,574              8,521,658
Alan J. Murray          122,534,407       6,275,694         2,099,542              8,521,658
Hari N. Nair            127,473,249       2,936,803           499,591              8,521,658
Joseph D. Rupp          127,441,497       2,944,871           523,275              8,521,658
Catherine I. Slater     129,242,029       1,154,617           512,997              8,521,658
John H. Walker          126,928,689       3,501,849           479,105              8,521,658
Carol A. Williams       127,653,877       2,859,310           396,456              8,521,658

Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm:

The appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022 was ratified by vote of the share owners as follows:





                            Aggregate Vote
      For            Against        Abstentions       Broker Non-Votes
  134,910,371       3,951,514           569,416                      0

Proposal 3 - Approval of the Company's Third Amended and Restated 2017 Incentive Award Plan:

The Plan was approved by vote of the share owners as follows:





                            Aggregate Vote
      For            Against         Abstentions       Broker Non-Votes
  104,962,115       25,433,969           513,559              8,521,658

Proposal 4 -Advisory Vote to Approve Named Executive Officer Compensation:

The compensation of the Company's named executive officers was approved by an advisory (non-binding) vote of the share owners as follows:





                            Aggregate Vote
      For            Against        Abstentions       Broker Non-Votes
  126,041,996       4,456,865           410,782              8,521,658

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.






 (d) Exhibits



Exhibit No.                                 Description
    10.1        O-I Glass, Inc. Third Amended and Restated 2017 Incentive Award Plan
                (filed as Appendix A to O-I Glass, Inc.'s Supplement to Proxy
                Statement on Schedule 14A filed April 29, 2022, File No. 1-9576, and
                incorporated herein by reference)

     104        Cover Page Interactive Data File (embedded within the Inline XBRL
                document and contained in Exhibit 101)

© Edgar Online, source Glimpses