O-I Glass, Inc. (OI) Earnings Call Transcript & Summary

Good morning, and welcome to O-I's Virtual Annual Shareholders' Meeting. I'm Carol Williams, O-I's Independent Board of Directors Chair, and I will be leading this meeting. We, again, are holding our annual shareholders' meeting virtually this year to protect the health and safety of all stakeholders. We know it has been a challenging year, and we wish everyone good health as we continue to navigate the pandemic. With me on the line are Andres Lopez, Chief Executive Officer; and Darrow Abrahams, General Counsel and Corporate Secretary. We are also joined today by our Board of Directors as well as by other members of company's management. Additionally, Jon Mick, representing Ernst & Young, our independent registered accounting firm, and [ Maria Rasude ], a duly appointed inspector of election, are also present on the line. On behalf of the entire Board, I'd like to acknowledge the hard work and dedication of so many people supporting our communities across the world. In particular, I'd like to thank the global O-I team, who were hard at work to make sure we have the food and beverage products we need every day. Today, our agenda focuses on the business portion of the annual meeting, as leadership has presented O-I's financial results and outlook during the first quarter earnings call back on April 29. On your screen, you will see this agenda, a link to the proxy statement as well as a link to the rules of conduct and procedures. We ask that you abide by these rules, and appreciate your cooperation in this matter. Now we turn to the formal business portion of the meeting. If any shareowner as of March 15, the record date, has not yet voted on the 4 proposals, please do so now as the voting window will be closing upon the conclusion of reading the proposals. Shareowners who have previously voted their proxies do not need to take any further action at this time. We have allocated time for questions and answers that specifically pertain to the matters on the agenda for this annual meeting after the adjournment of the formal part of the meeting. [Operator Instructions] Remember to take the rules of meeting into consideration when submitting your question. I now call the meeting to order. The purpose of this meeting is to discuss and vote upon the 4 proposals outlined in the proxy statement for this meeting. The next order of business is to determine the presence of a quorum and to submit proof of notice of the meeting. Darrow Abrahams as Corporate Secretary will now address these matters.

Proxies were solicited from all shareowners of record on March 15, 2021. The proxy materials or a notice of Internet availability of proxy materials were distributed on or about March 31, '21. The appointed inspector of election reported that there is represented at this meeting over 91% of the common stock of the company outstanding on the record date. As such, a quorum is present and the business of the meeting may proceed. On or about March 31, 2021, the company distributed or made available to each shareowner as of March 15, 2021, the company's notice of annual meeting of shareowners, along with its proxy statement and its annual report to shareowners. This notice and my affidavit of distribution thereof will be copied into the minutes of this annual meeting. Attached to my affidavit are the proxy statement and the common stock proxy card that have been used for this meeting.

Thank you, Darrow. The next matter is a vote on the 4 proposals contained in the meeting notice. As a reminder, voting is currently open via the web portal. Proposal 1 calls for the election of 12 directors to serve for a term of 1 year. As described in the proxy materials, the Nominating and Corporate Governance Committee recommended and the Board has approved the nomination of the following people: Samuel Chapin, Gordon Hardie, Peter Hellman, John Humphrey, Anastasia Kelly, Andres Lopez, Alan Murray, Hari Nair, Joseph Rupp, Catherine Slater, John Walker and myself Carol Williams, for election as directors of the company, each to serve for a term of 1 year and until their successors are elected and qualified. Proposal 2 calls for the ratification of the selection of Ernst & Young LLP as the company's independent registered public accounting firm for 2021. Proposal 3 calls for the approval of the company's amended and restated 2017 incentive award plan. Proposal 4 calls for an advisory vote to approve the compensation of our named executive officers for 2019 as disclosed, pursuant to Item 402 of Regulation S-K, including the compensation discussion and analysis, compensation tables and narrative discussion. At this time, I declare that the polls are closed. And Darrow Abrahams will report on the results of the vote.

The inspector of election has informed me that they have completed the preliminary vote count. I'm pleased to report that each of the direct candidates received 92% or more of the votes cast. Further, Proposals 2, 3 and 4 received votes far in excess of the required majority of shares present and entitled to vote. The final voting results will be included in a current report on Form 8-K to be filed with the SEC.

Based on these reported results, I declare that the nominees for director have been duly elected; the selection of Ernst & Young LLP as the company's independent registered public accounting firm for 2021 has been ratified; the amended and restated 2017 incentive award plan has been approved; and the advisory resolution to approve the compensation of our named executive officers has been approved. Accordingly, I now adjourn the meeting. Having concluded the formal business specified in the notice, let's see if there were any comments or questions sent in about the business of the company. Darrow Abrahams will consolidate and summarize the questions applicable to the agenda for the meeting. He will read the question and delegate to the appropriate member of company management or our auditor to address. Darrow?

At this point, Carol, there are no questions.

Well, ladies and gentlemen, this concludes then the question-and-answer portion of the meeting. Let me close by saying thank you for your interest in O-I and your contributions to our collective success.