Crown Holdings Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect ten nominees to the Board of Directors to serve until the next annual meeting or until their successors are elected.

2. 2

   Ratification of Appointment of Independent Auditors

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP as the Company’s independent auditors for the fiscal year ending December 31, 2026.

3. 3

   Advisory Vote to Approve Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   Advisory (non-binding) vote to approve the compensation of the Company’s Named Executive Officers as disclosed in the Proxy Statement (the 'Say-on-Pay' vote).

   More detail

   This management proposal asks shareholders to cast a non-binding advisory vote to approve the Company’s executive compensation disclosure and program for its Named Executive Officers as presented in the proxy materials. Management seeks shareholder approval to confirm support for a compensation framework that emphasizes pay-for-performance through a mix of time-based and performance-based restricted stock and cash incentives tied to objective metrics including modified operating cash flow, economic profit, relative TSR and ROIC. The Compensation Committee explains that roughly two-thirds of equity awards are performance-based, with vesting tied to TSR versus a peer index and ROIC targets measured over multi-year performance periods; annual cash bonuses are driven by economic profit and modified operating cash flow. The Board points to recent strong pay-for-performance outcomes (e.g., above-target payouts and long-term equity vesting results) and the high prior say-on-pay support (~92% in 2025) to justify continuing its approach. While the vote is advisory and non-binding, management indicates it will consider results when setting future pay; the Board recommends a FOR vote citing alignment with shareholder value creation and governance features such as independent committee oversight and clawback/compensation recovery policies. Key governance considerations include the composition of the peer group for TSR comparison, the dual-metric approach (TSR and ROIC) that balances market-relative performance with capital-efficiency measures, and the significant weighting of at-risk compensation to align incentives. Potential investor concerns include the magnitude of near-term payouts in years of strong financial performance and the design details of performance targets and discretion available to the Compensation Committee; however, the Company highlights disclosure, benchmarking, and consultant support to mitigate these concerns. In evaluation, an analyst should weigh the program’s heavy performance orientation and disclosed alignment mechanisms against observed payouts and the potential for elevated short-term awards during cyclical upswings, while noting the Company’s robust disclosure and governance safeguards.

4. 4

   Shareholder Proposal Regarding Shareholder Right to Act by Written Consent

   Shareholder — John CheveddenBoard: AGAINST

   Shareholder proposal from John Chevedden requesting the Board amend governing documents to permit shareholders to act by written consent with the minimum number of votes necessary to authorize an action at a meeting (no additional ownership-duration or holding-method restrictions).

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When is the Crown Holdings Inc 2026 annual meeting?

Crown Holdings Inc (CCK) holds its 2026 annual shareholder meeting on Thursday, April 30, 2026.

What is the record date for the Crown Holdings Inc 2026 meeting?

The record date for the Crown Holdings Inc 2026 meeting is Tuesday, March 10, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Crown Holdings Inc's 2026 meeting?

The board is presenting 10 director nominees at the Crown Holdings Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Crown Holdings Inc 2026 meeting?

Shareholders will vote on 4 proposals at the Crown Holdings Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.