O I Glass : Second Amended and Restated 2017 Incentive Award Plan (Form 8-K)

O-I Glass, Inc. Second 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 11, 2021, the Company's share owners, upon the recommendation of the Board of Directors, approved the O-I Glass, Inc. Second Amended and Restated 2017 Incentive Award Plan (the 'Plan'), which was adopted by the Board of Directors on March 25, 2021, subject to the approval by the share owners. The Plan amends and restates the Company's 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 3,500,000 shares to a total of 15,000,000 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 31, 2021, as supplemented by the Supplement to Proxy Statement filed with the SEC on May 3, 2021 (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.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

The Annual Meeting was held on May 11, 2021. On the record date of March 15, 2021, there were 157,878,242 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			133,779,650				888,719				382,865				8,767,283
Gordon J. Hardie			133,017,991				1,650,343				382,900				8,767,283
Peter S. Hellman			131,768,056				2,883,404				399,774				8,767,283
John Humphrey			133,317,853				1,267,417				465,964				8,767,283
Anastasia D. Kelly			126,264,278				8,336,120				450,836				8,767,283
Andres A. Lopez			132,888,741				1,869,252				293,241				8,767,283
Alan J. Murray			133,287,006				1,312,730				451,498				8,767,283
Hari N. Nair			124,265,577				10,325,239				460,418				8,767,283
Joseph D. Rupp			124,595,800				10,066,270				389,164				8,767,283
Catherine I. Slater			133,969,488				708,911				372,835				8,767,283
John H. Walker			132,472,167				2,188,073				390,994				8,767,283
Carol A. Williams			132,825,966				1,818,886				406,382				8,767,283

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

The selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2021 was ratified by vote of the share owners as follows:

Aggregate Vote
For			Against			Abstentions			Broker Non-Votes
	135,033,735				8,134,399				650,383				0

Proposal 3 - Approval of the Company's Second 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
	129,211,331				5,370,474				469,429				8,767,283

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
	131,440,262				3,212,860				398,112				8,767,283

FINANCIAL STATEMENTS AND EXHIBITS.

(d)

Exhibits

Exhibit No.		Description
10.1		O-I Glass, Inc. Second Amended and Restated 2017 Incentive Award Plan (filed as Appendix B to O-I Glass, Inc.'s Definitive Proxy Statement on Schedule 14A filed March 31, 2021, 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)