OI OI Glass Inc

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

 

November 14, 2024

Date of Report (Date of earliest event reported)

 

 

 

O-I GLASS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware		1-9576		22-2781933
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

One Michael Owens Way Perrysburg, Ohio (Address of principal executive offices)

43551-2999 (Zip Code)

 

(567) 336-5000

(Registrant’s telephone number, including area code)

 

(Former name or former address, if changed since last report)

 

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:

 

¨	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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class	Trading Symbol	Name of each exchange on which registered
Common stock, $.01 par value	OI	The New York Stock Exchange

 

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).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

 

 

 

ITEM 5.04.

TEMPORARY SUSPENSION OF TRADING UNDER REGISTRANT’S EMPLOYEE BENEFIT PLAN

 

On November 12, 2024, O-I Glass, Inc. (the “Company”) sent a notice to participants in the Company’s Eighth Amended and Restated Owens-Illinois Stock Purchase and Savings Plan and the Seventh Amended and Restated Owens-Illinois Long Term Savings Plan (together, the “401(k) Plans”) informing them that each of the 401(k) Plans is changing its investment fund-trading platform. The notice stated that, as a result of this change, participants in the 401(k) Plans will be unable to change investment elections or obtain a distribution during a period starting on December 23, 2024 and ending during the week of January 19, 2025. This period is referred to herein as the “Blackout Period.”

 

On November 14, 2024, the Company sent a notice to its directors and executive officers informing them that, pursuant to Section 306(a) of the Sarbanes-Oxley Act of 2002 and the SEC’s rules promulgated thereunder, they would be prohibited from purchasing or selling certain shares of the Company’s Common Stock (including derivative securities pertaining to such shares) on the open market or otherwise during the Blackout Period.

 

The notice is attached hereto as Exhibit 99.1 and incorporated herein by reference. The Company provided such notice to its directors and executive officers within five business days of November 12, 2024, which is the date the notices were mailed to 401(k) Plan participants and that the administrator of the 401(k) Plan notified the Company of the Blackout Period.

 

 

 

ITEM 9.01.

FINANCIAL STATEMENTS AND EXHIBITS.

 

(d)                           Exhibits.

 

Exhibit No.		Description
99.1		Notice to Directors and Executive Officers Regarding 401(k) Plans Blackout Period and Restrictions on Ability to Trade in Company Securities
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

 

 

SIGNATURES

 

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.

 

 

	O-I GLASS, INC.
Date: November 14, 2024	By:	/s/ John A. Haudrich
	Name:	John A. Haudrich
	Title:	Senior Vice President and Chief Financial Officer

 

 

 

Exhibit 99.1

 

To:	Directors and Executive Officers of O-I Glass, Inc.
Date:	November 14, 2024
RE:	Sarbanes-Oxley Blackout Notice

 

O-I Glass, Inc. (the “Company”) maintains two 401(k) plans that allow plan participants to invest in the Company’s common stock. These plans are the Eighth Amended and Restated Owens-Illinois Stock Purchase and Savings Plan and the Seventh Amended and Restated Owens-Illinois Long Term Savings Plan (together, the “Plans”). These plans are tax-qualified retirement plans.

 

The third-party record keeper of the Plans is transitioning from John Hancock to Fidelity. In connection with this transition, there will be a “blackout period” starting December 23, 2024 and expected to end the week of January 19, 2025 during which participants in the Plans will not be able to make certain changes with respect to their accounts under the Plans, including directing investment changes, making changes to their contribution rates, and requesting loans or distributions.

 

Section 306(a) of the Sarbanes-Oxley Act of 2002 and SEC rules thereunder prohibit a company’s directors and executive officers from engaging in transactions in the company’s equity securities during a “pension plan blackout period.” The blackout period relating to the Plans described above triggers the foregoing prohibition. Accordingly, during the blackout period for the Plans, you may not, directly or indirectly, purchase, sell or otherwise acquire or transfer any Company equity security (or any derivatives of a Company equity security), which you acquired in connection with your service and/or employment with the Company in such capacities, subject to certain limited exceptions. 

 

If you have any questions concerning this notice, please contact [*****]@o-i.com.

 

 

v3.24.3

Cover	Nov. 14, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 14, 2024
Entity File Number	1-9576
Entity Registrant Name	O-I GLASS, INC.
Entity Central Index Key	0000812074
Entity Tax Identification Number	22-2781933
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	One Michael Owens Way
Entity Address, City or Town	Perrysburg
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	43551-2999
City Area Code	567
Local Phone Number	336-5000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, $.01 par value
Trading Symbol	OI
Security Exchange Name	NYSE
Entity Emerging Growth Company	false

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