BALL Corp Files Definitive Proxy Statement for 2024 Annual Meeting

Ticker: BALL · Form: DEF 14A · Filed: Mar 13, 2024 · CIK: 9389

Ball Corp DEF 14A Filing Summary
FieldDetail
CompanyBall Corp (BALL)
Form TypeDEF 14A
Filed DateMar 13, 2024
Risk Levelmedium
Pages14
Reading Time17 min
Key Dollar Amounts$818 million, $5.6 billion, $4.5 billion, $2 billion
Sentimentneutral

Sentiment: neutral

Topics: proxy statement, aerospace sale, debt reduction, stock repurchase, shareholder vote

TL;DR

<b>BALL Corp's 2024 proxy statement highlights strong 2023 performance and strategic divestiture of its aerospace business.</b>

AI Summary

BALL Corp (BALL) filed a Proxy Statement (DEF 14A) with the SEC on March 13, 2024. BALL Corp reported 2023 comparable operating earnings growth of 9.9%. The company generated $818 million in free cash flow in 2023. BALL Corp entered an agreement to sell its aerospace business to BAE Systems for approximately $5.6 billion. Net proceeds from the aerospace sale are estimated at $4.5 billion. The company plans to use proceeds to pay down $2 billion in debt and repurchase $2 billion in stock.

Why It Matters

For investors and stakeholders tracking BALL Corp, this filing contains several important signals. The filing details the company's financial performance and strategic decisions, including the sale of its aerospace division, which will significantly impact its capital structure and future focus. Shareholders will vote on key matters, including the election of directors and executive compensation, providing insight into corporate governance and management incentives.

Risk Assessment

Risk Level: medium — BALL Corp shows moderate risk based on this filing. The company is undergoing a significant divestiture of its aerospace business, which introduces execution risk and potential impacts on future earnings and strategic direction.

Analyst Insight

Shareholders should review the proxy statement to understand the implications of the aerospace business sale and vote on director elections and executive compensation.

Key Numbers

  • 9.9% — Comparable Operating Earnings Growth (2023)
  • $818 million — Free Cash Flow (2023)
  • $5.6 billion — Aerospace Business Sale Price (Agreement with BAE Systems)
  • $4.5 billion — Estimated Net Proceeds from Aerospace Sale
  • $2 billion — Debt Paydown (Using proceeds from aerospace sale)
  • $2 billion — Stock Repurchase (Using proceeds from aerospace sale)

Key Players & Entities

  • BALL Corp (company) — Registrant
  • BAE Systems (company) — buyer of aerospace business
  • 9.9 percent (dollar_amount) — comparable operating earnings growth
  • $818 million (dollar_amount) — free cash flow
  • $5.6 billion (dollar_amount) — aerospace business sale price
  • $4.5 billion (dollar_amount) — estimated net proceeds
  • $2 billion (dollar_amount) — debt paydown
  • $2 billion (dollar_amount) — stock repurchase

FAQ

When did BALL Corp file this DEF 14A?

BALL Corp filed this Proxy Statement (DEF 14A) with the SEC on March 13, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by BALL Corp (BALL).

Where can I read the original DEF 14A filing from BALL Corp?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by BALL Corp.

What are the key takeaways from BALL Corp's DEF 14A?

BALL Corp filed this DEF 14A on March 13, 2024. Key takeaways: BALL Corp reported 2023 comparable operating earnings growth of 9.9%.. The company generated $818 million in free cash flow in 2023.. BALL Corp entered an agreement to sell its aerospace business to BAE Systems for approximately $5.6 billion..

Is BALL Corp a risky investment based on this filing?

Based on this DEF 14A, BALL Corp presents a moderate-risk profile. The company is undergoing a significant divestiture of its aerospace business, which introduces execution risk and potential impacts on future earnings and strategic direction.

What should investors do after reading BALL Corp's DEF 14A?

Shareholders should review the proxy statement to understand the implications of the aerospace business sale and vote on director elections and executive compensation. The overall sentiment from this filing is neutral.

Risk Factors

  • Sale of Aerospace Business [medium — financial]: The agreement to sell the aerospace business for $5.6 billion introduces risks related to the successful completion of the transaction and the integration of remaining operations.
  • Debt and Stock Repurchases [medium — financial]: The planned use of $4.5 billion in net proceeds for debt paydown and stock repurchases carries risks associated with market conditions and the impact on future financial flexibility.

Key Dates

  • 2024-03-13: Filing Date — Definitive Proxy Statement filed
  • 2024-04-24: Reporting Period End — Conformed period of report

Filing Stats: 4,289 words · 17 min read · ~14 pages · Grade level 15.9 · Accepted 2024-03-13 07:03:54

Key Financial Figures

  • $818 million — ting earnings growth of 9.9 percent and $818 million of free cash flow amid challenging year
  • $5.6 billion — 's aerospace business for approximately $5.6 billion. This sale enables us to use the estima
  • $4.5 billion — is sale enables us to use the estimated $4.5 billion of net proceeds to pay down approximate
  • $2 billion — net proceeds to pay down approximately $2 billion in debt, repurchase roughly $2 billion

Filing Documents

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 29

Executive Compensation Discussion and Analysis

Executive Compensation Discussion and Analysis 30 Executive Summary 36 Role of the Human Resources Committee and Executive Compensation Consultant 36 Market Reference Points and Peer Groups 37 Process for Determining Executive Compensation 38 Specifics Related to 2023 Executive Compensation 43 Other Equity Awards 45 Other Executive Compensation Policies and Guidelines 47 Report of the Human Resources Committee of the Board of Directors 48 Compensation Tables and Narrative 68 STOCK OWNERSHIP INFORMATION 68 Beneficial Ownership 68 Delinquent Section 16(a) Reports 69 Voting Securities and Principal Shareholders 70 AUDIT MATTERS 70 Fees Paid to the Independent Registered Public Accounting Firm 71 Report of the Audit Committee 72 PROPOSALS TO BE VOTED ON AT THE ANNUAL MEETING 72

—Election of Directors

Item 1 —Election of Directors 73

—Ratification of the Appointment of Independent Auditor

Item 2 —Ratification of the Appointment of Independent Auditor 74

—Advisory (Non-Binding) Vote to Approve Executive Compensation

Item 3 —Advisory (Non-Binding) Vote to Approve Executive Compensation 75 VOTING AND MEETING INFORMATION 75 Annual Meeting 75 Questions and Answers About the Annual Meeting and Voting 76 Shareholder Proposals for 2025 Annual Meeting 76 Householding 77 Solicitation and Other Matters i | WWW.BALL.COM/INVESTORS TABLE OF CONTENTS PROXY STATEMENT SUMMARY The following summary highlights certain key disclosures in this Proxy Statement. This is only a summary, and it may not contain all the information that is important to you. For more complete information, please review the entire Proxy Statement as well as our 2023 Annual Report on Form 10-K. BALL CORPORATION 2024 ANNUAL MEETING OF SHAREHOLDERS WHEN WHERE RECORD DATE Wednesday April 24, 2024 7:30 A.M., Mountain Daylight Time Virtually via Webcast www.virtualshareholdermeeting.com/BALL2024 In-Person at 9200 W. 108 th Circle, Westminster, CO 80021 You can vote if you are a shareholder of record on March 4, 2024 PROPOSALS TO BE VOTED ON AT THE ANNUAL MEETING Proposal Management Proposals See page 1 Election of seven director nominees to serve for a one-year term expiring at the annual meeting in 2025; John A. Bryant Michael J. Cave Daniel W. Fisher Pedro H. Mariani Cathy D. Ross Betty J. Sapp Stuart A. Taylor II FOR each nominee 72 2 Ratification of the appointment of PricewaterhouseCoopers LLP as Ball's independent registered public accounting firm for 2024 FOR 73 3 Approve, by non-binding advisory vote, the compensation of the named executive officers ("NEOs") as disclosed in the following Proxy Statement FOR 74 To consider any other business that may properly come before the meeting, although it is anticipated that no business will be conducted other than the matters listed above IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL SHAREHOLDER MEETING The Proxy Statement, Form 10-K and Annual Report ar

EXECUTIVE COMPENSATION HIGHLIGHTS

EXECUTIVE COMPENSATION HIGHLIGHTS Compensation Policies and Practices We adhere to sound practices and policies that advance the continuous improvement and accountability of our executive compensation program: our Human Resources Committee (the "HR Committee"), composed entirely of independent directors, meets regularly with executives and senior management; an independent compensation consultant reports directly to the HR Committee; total compensation is reviewed via tally sheets; we externally benchmark compensation levels and incentive design practices; dividend equivalents for stock awards that accrue during the vesting and/or performance periods are paid only if vesting terms and/or performance measures are achieved; perquisites are nominal and are not grossed-up for taxes; the HR Committee continually assesses the relationship between risk and our compensation programs; we have anti-hedging and anti-pledging policies for our executives and directors; Cash incentive and stock compensation (including service-based and performance-based) to any executive officer (current or former) or executive at the level of vice president or above is subject to a robust recoupment (clawback") policy, including a shareholder-approved clawback provision, that applies in the case of a required financial restatement, and in the case of fraud, intentional misconduct or actions causing harm to Ball Corporation, regardless of a requirement for financial restatement; our change-in-control agreements have multiples that do not exceed two times pay and require a termination of employment following a change in control ("double trigger") before severance benefits are due, consistent with the change in control provision in our Amended and Restated 2013 Stock and Cash Incentive Plan; and excise tax gross-ups were eliminated in change-in- control agreements entered into after January 1, 2010 and do not apply to any currently employed executive officer. BALL CORPOR

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