Ball Corp

This advisory proposal asks shareholders to approve, on a non-binding basis, the compensation paid to Ball’s named executive officers as disclosed in the proxy. Management seeks shareholder endorsement to validate its pay-for-performance philosophy, which emphasizes a high proportion of at-risk compensation tied to short-term and long-term metrics including Adjusted Operating Cash Flow, unit volume growth, EVA, EPS, relative TSR, and sustainability modifiers. The HR Committee, composed of independent directors and assisted by an independent compensation consultant, set targets and structures intended to align executives with long-term shareholder interests; changes for 2025 included a reweighting toward equity-only long-term incentives (PSUs, options, RSUs), rebasing EVA to a “New EVA” post-Aerospace divestiture, and introducing sustainability and safety modifiers. Management argues the program produced strong 2025 results — volume growth, record adjusted free cash flow, EPS growth, and significant shareholder returns — demonstrating alignment between pay and performance. The vote is non-binding but will inform the HR Committee and the Board when designing future compensation; the Board recommends a FOR vote because it believes the program balances competitiveness, retention, and shareholder alignment while incorporating governance safeguards (independent committee oversight, clawback policy, anti-hedging, and stock ownership guidelines). Opposing considerations include that the advisory vote cannot compel changes and some investors may view certain pay outcomes or the magnitude of awards as excessive; however, management emphasizes transparency, benchmarking, and the mix of performance metrics intended to mitigate those concerns. In sum, the proposal is a shareholder check on compensation philosophy and execution, and the Board requests approval to confirm market-aligned incentive structures intended to drive sustainable EVA and total shareholder return.

This management proposal asks shareholders to approve a First Amendment to the Amended and Restated 2013 Stock and Cash Incentive Plan that would add 15,000,000 shares to the plan’s share reserve and raise the per-year grant-value limit for non-management directors to $750,000. Management seeks approval to ensure the company has sufficient equity availability to support annual and one-off equity awards after transitioning the long-term incentive program from a cash blend to entirely stock-based awards in 2025, which increases share consumption relative to prior years. The Board explains the requested increase reflects historical usage rates, the 2025 shift to equity-only LTI, and an expectation that the additional shares will support awards for roughly 6–8 years; it also discloses a calculated potential dilution of approximately 12% following the increase. The amendment to raise the director cap is presented to permit directors to elect to receive stock in lieu of cash via the deferred compensation program and thereby deepen director alignment with shareholders; the Board notes this change does not mandate higher director pay. The plan retains governance protections: administration by independent directors or a committee, limits on repricing without shareholder approval, dividend equivalent payment only upon vesting, double-trigger change-in-control vesting, and a robust clawback/recoupment policy. The Board recommends FOR because it views equity awards as essential retention and alignment tools, while noting the amendment’s dilution impact and the safeguards in place to prevent inappropriate dilution or awards. Opposing investor considerations could include concern over dilution and the size of the requested share increase; however, Ball provides burn-rate, historical usage, and dilution context to justify the requested amount. Overall, the proposal requests authority to continue using equity compensation as a key element of pay-for-performance while preserving oversight and investor protections.