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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/14/24 O-I Glass, Inc./DE 10-K 12/31/23 131:22M Toppan Merrill Bridge/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 4.66M
2: EX-10.44 Material Contract HTML 277K
3: EX-21 Subsidiaries List HTML 202K
4: EX-23 Consent of Expert or Counsel HTML 38K
5: EX-24 Power of Attorney HTML 47K
10: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 74K
Awarded Compensation
6: EX-31.1 Certification -- §302 - SOA'02 HTML 41K
7: EX-31.2 Certification -- §302 - SOA'02 HTML 41K
8: EX-32.1 Certification -- §906 - SOA'02 HTML 38K
9: EX-32.2 Certification -- §906 - SOA'02 HTML 38K
16: R1 Document and Entity Information HTML 104K
17: R2 Consolidated Results of Operations HTML 157K
18: R3 Consolidated Comprehensive Income HTML 74K
19: R4 Consolidated Balance Sheets HTML 183K
20: R5 Consolidated Balance Sheets (Parenthetical) HTML 46K
21: R6 Consolidated Share Owners' Equity HTML 102K
22: R7 Consolidated Share Owners' Equity (Parenthetical) HTML 46K
23: R8 Consolidated Cash Flows HTML 152K
24: R9 Significant Accounting Policies HTML 57K
25: R10 Segment Information HTML 229K
26: R11 Revenue HTML 108K
27: R12 Credit Losses HTML 38K
28: R13 Inventories HTML 49K
29: R14 Equity Investments HTML 108K
30: R15 Goodwill and Intangible Assets HTML 75K
31: R16 Other Assets HTML 57K
32: R17 Derivative Instruments HTML 173K
33: R18 Restructuring HTML 89K
34: R19 Pension Benefit Plans and Other Postretirement HTML 629K
Benefits
35: R20 Leases HTML 148K
36: R21 Income Taxes HTML 260K
37: R22 Debt HTML 133K
38: R23 Contingencies HTML 51K
39: R24 Accumulated Other Comprehensive Income (Loss) HTML 112K
40: R25 Stock Based Compensation HTML 92K
41: R26 Other Income (Expense), Net HTML 74K
42: R27 Earnings Per Share HTML 84K
43: R28 Supplemental Cash Flow Information HTML 85K
44: R29 Divestitures and Sale Leasebacks of Land and HTML 44K
Building
45: R30 Schedule Ii - Valuation and Qualifying Accounts HTML 133K
(Consolidated)
46: R31 Significant Accounting Policies (Policies) HTML 98K
47: R32 Segment Information (Tables) HTML 230K
48: R33 Revenue (Tables) HTML 103K
49: R34 Inventories (Tables) HTML 49K
50: R35 Equity Investments (Tables) HTML 110K
51: R36 Goodwill and Intangible Assets (Tables) HTML 71K
52: R37 Other Assets (Tables) HTML 57K
53: R38 Derivative Instruments (Tables) HTML 164K
54: R39 Restructuring (Tables) HTML 83K
55: R40 Pension Benefit Plans and Other Postretirement HTML 606K
Benefits (Tables)
56: R41 Leases (Tables) HTML 175K
57: R42 Income Taxes (Tables) HTML 252K
58: R43 Debt (Tables) HTML 115K
59: R44 Accumulated Other Comprehensive Income (Loss) HTML 111K
(Tables)
60: R45 Stock Based Compensation (Tables) HTML 88K
61: R46 Other Income (Expense), Net (Tables) HTML 73K
62: R47 Earnings Per Share (Tables) HTML 80K
63: R48 Supplemental Cash Flow Information (Tables) HTML 82K
64: R49 Significant Accounting Policies - Equity Method HTML 47K
Investments and Stock-Based Compensation (Details)
65: R50 Significant Accounting Policies - Property, Plant HTML 47K
and Equipment (Details)
66: R51 Segment Information (Details) HTML 39K
67: R52 Segment Information - Net Sales by Reportable HTML 51K
Segments (Details)
68: R53 Segment Information - Segment Operating Profits HTML 76K
and Reporting Segments Totals (Details)
69: R54 Segment Information - Assets, Investments, Equity, HTML 83K
Capital Expenses and Depreciation and Amortization
(Details)
70: R55 Segment Information - Tangible long-lived assets, HTML 42K
including property, plant and equipment and
operating lease right-of-use assets, by geographic
region (Details)
71: R56 Segment Information - Net sales by geographic HTML 52K
region (Details)
72: R57 Revenue (Details) HTML 66K
73: R58 Credit Losses (Details) HTML 39K
74: R59 Inventories (Details) HTML 44K
75: R60 Equity Investments - Ownership Percentage HTML 51K
(Details)
76: R61 Equity Investments - Summarized Information HTML 47K
Pertaining to Equity Affiliates (Details)
77: R62 Equity Investments - Summarized Combined Financial HTML 124K
Information for Equity Affiliates (Details)
78: R63 Goodwill and Intangible Assets - Goodwill HTML 59K
Rollforward (Details)
79: R64 Goodwill and Intangible Assets (Details) HTML 52K
80: R65 Goodwill and Intangible Assets - Schedule of HTML 64K
Intangible Assets (Details)
81: R66 Other Assets (Details) HTML 52K
82: R67 Other Assets - Capitalized Software (Details) HTML 52K
83: R68 Derivative Instruments - Derivatives and Hedges HTML 60K
(Details)
84: R69 Derivative Instruments - Balance Sheet HTML 94K
Classification (Details)
85: R70 Derivative Instruments - Effects of Derivative HTML 64K
Instruments (Details)
86: R71 Restructuring (Details) HTML 67K
87: R72 Pensions Benefit Plans and Other Postretirement HTML 84K
Benefits - Changes in the Benefit Obligation
(Details)
88: R73 Pensions Benefit Plans and Other Postretirement HTML 63K
Benefits - Changes in Fair Value of Pension Plan
Assets (Details)
89: R74 Pensions Benefit Plans and Other Postretirement HTML 74K
Benefits - Funded Status (Details)
90: R75 Pensions Benefit Plans and Other Postretirement HTML 63K
Benefits - Net Amount Recognized Included in
Consolidated Balance Sheets (Details)
91: R76 Pension Benefit Plans and Other Postretirement HTML 69K
Benefits - Changes in Plan Assets and Benefit
Obligations Recognized in AOCI (Details)
92: R77 Pensions Benefit Plans and Other Postretirement HTML 101K
Benefits - Components of Net Periodic Pension and
Postretirement Cost (Income) (Details)
93: R78 Pensions Benefit Plans and Other Postretirement HTML 60K
Benefits - Projected and Accumulated Benefit
Obligations in Excess of Fair Value of Plan Assets
(Details)
94: R79 Pensions Benefit Plans and Other Postretirement HTML 61K
Benefits - Weighted Average Assumptions (Details)
95: R80 Pensions Benefit Plans and Other Postretirement HTML 71K
Benefits - U.S. Plan Assets By Hierarchy (Details)
96: R81 Pensions Benefit Plans and Other Postretirement HTML 71K
Benefits - Minimum Funding Requirements and
Estimated Future Benefit Payments (Details)
97: R82 Pensions Benefit Plans and Other Postretirement HTML 53K
Benefits - Weighted Average Assumptions Assumed
and Effect of Percentage Point Change in Health
Care Cost Trend (Details)
98: R83 Leases - (Details) HTML 38K
99: R84 Leases - Lease Cost (Details) HTML 44K
100: R85 Leases - Other information (Details) HTML 44K
101: R86 Leases - Supplemental balance sheet information HTML 88K
(Details)
102: R87 Leases - Maturity of lease liabilities (Details) HTML 75K
103: R88 Income Taxes - Provision for Income Taxes, HTML 51K
Continued and Discontinued Operations (Details)
104: R89 Income Taxes - Provision (Benefit) for Income HTML 66K
Taxes (Details)
105: R90 Income Taxes - Reconciliation of the Provision HTML 83K
(Benefit) for Income Taxes (Details)
106: R91 Income Taxes - Significant Components of Deferred HTML 70K
Taxes (Details)
107: R92 Income Taxes - Deferred Taxes Included in HTML 47K
Consolidated Balance Sheets (Details)
108: R93 Income Taxes - Possible Changes of Unrecognized HTML 55K
Tax Benefits (Details)
109: R94 Income Taxes - Reconciliation of Total Gross HTML 58K
Unrecognized Tax Benefits (Details)
110: R95 Debt (Details) HTML 252K
111: R96 Debt - Annual Maturities of Long-Term Debt HTML 52K
(Details)
112: R97 Contingencies - Asbestos (Details) HTML 36K
113: R98 Contingencies - Paddock Enterprises, LLC (Details) HTML 77K
114: R99 Contingencies - Other Matters (Details) HTML 50K
115: R100 Accumulated Other Comprehensive Income (Loss) HTML 76K
(Details)
116: R101 Stock Based Compensation - Share-based HTML 48K
Compensation Arrangement by Share-based Payment
Award (Details)
117: R102 Stock Based Compensation - Restricted share and HTML 103K
Restricted Share Units and Performance Vested
Restricted Share Units (Details)
118: R103 Other Income (Expense), Net (Details) HTML 63K
119: R104 Earnings Per Share (Details) HTML 93K
120: R105 Supplemental Cash Flow Information - Components of HTML 55K
Working Capital (Details)
121: R106 Supplemental Cash Flow Information - Company's HTML 37K
supplier finance programs (Details)
122: R107 Supplemental Cash Flow Information (Details) HTML 59K
123: R108 Divestitures and Sale Leasebacks of Land and HTML 116K
Building (Details)
124: R109 Schedule Ii - Valuation and Qualifying Accounts HTML 55K
(Consolidated) (Details)
125: R110 Pay vs Performance Disclosure HTML 47K
126: R111 Insider Trading Arrangements HTML 41K
128: XML IDEA XML File -- Filing Summary XML 241K
131: XML XBRL Instance -- oi-20231231x10k_htm XML 6.47M
127: EXCEL IDEA Workbook of Financial Report Info XLSX 258K
12: EX-101.CAL XBRL Calculations -- oi-20231231_cal XML 391K
13: EX-101.DEF XBRL Definitions -- oi-20231231_def XML 1.14M
14: EX-101.LAB XBRL Labels -- oi-20231231_lab XML 2.34M
15: EX-101.PRE XBRL Presentations -- oi-20231231_pre XML 1.77M
11: EX-101.SCH XBRL Schema -- oi-20231231 XSD 278K
129: JSON XBRL Instance as JSON Data -- MetaLinks 809± 1.25M
130: ZIP XBRL Zipped Folder -- 0001558370-24-001165-xbrl Zip 813K
EXHIBIT 97.1
O-I GLASS, INC. POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION
O-I Glass, Inc. (the “Company”) has adopted this Policy for Recovery of Erroneously Awarded Compensation (the “Policy”), effective as of October 2, 2023 (the “Effective Date”), which Policy is an amendment and restatement of the Company’s Compensation Recovery Policy, adopted January 22, 2014 (the “Prior Policy”). Capitalized terms used in this Policy but not otherwise defined herein are defined in Section 11.
| 1. | Persons Subject to Policy |
This Policy shall apply to Covered Officers. Any application of this Policy to a Covered Officer who is not an Executive Officer shall apply in the manner determined by the Committee or the Board in its sole discretion.
This Policy shall apply to Incentive-Based Compensation received on or after the Effective Date. For purposes of this Policy, the date on which Incentive-Based Compensation is “received” shall be determined under the Applicable Rules, which generally provide that Incentive-Based Compensation is “received” in the Company’s fiscal period during which the relevant Financial Reporting Measure is attained or satisfied, without regard to whether the grant, vesting or payment of the Incentive-Based Compensation occurs prior to or after the end of that period.
| 3. | Recovery of Compensation |
In the event that the Company is required to prepare a Restatement, the Company shall recover, reasonably promptly and in accordance with Section 4 below, the portion of any Incentive- Based Compensation that is Erroneously Awarded Compensation, unless the Committee has determined that recovery from the relevant Covered Officer would be Impracticable. Recovery shall be required in accordance with the preceding sentence regardless of whether the applicable Covered Officer engaged in misconduct or otherwise caused or contributed to the requirement for the Restatement and regardless of whether or when restated financial statements are filed by the Company. For clarity, the recovery of Erroneously Awarded Compensation under this Policy will not give rise to any Covered Officer’s right to voluntarily terminate employment for “good reason,” or due to a “constructive termination” (or any similar term of like effect) under any plan, program or policy of or agreement with the Company or any of its affiliates.
| 4. | Manner of Recovery; Limitation on Duplicative Recovery |
The Committee shall, in its sole discretion, determine the manner of recovery of any Erroneously Awarded Compensation, which may include, without limitation, reduction or cancellation by the Company or an affiliate of the Company of Incentive-Based Compensation or Erroneously Awarded Compensation, reimbursement or repayment by any person subject to this
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Policy of the Erroneously Awarded Compensation, and, to the extent permitted by law, an offset of the Erroneously Awarded Compensation against other compensation payable by the Company or an affiliate of the Company to such person. Notwithstanding the foregoing, unless otherwise prohibited by the Applicable Rules, to the extent this Policy provides for recovery of Erroneously Awarded Compensation already recovered by the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 or Other Recovery Arrangements, the amount of Erroneously Awarded Compensation already recovered by the Company from the recipient of such Erroneously Awarded Compensation may be credited to the amount of Erroneously Awarded Compensation required to be recovered pursuant to this Policy from such person.
| 5. | Administration |
This Policy shall be administered, interpreted and construed by the Committee, which is authorized to make all determinations necessary, appropriate or advisable for such purpose. The Board may re-vest in itself the authority to administer, interpret and construe this Policy in accordance with applicable law, and in such event references herein to the “Committee” shall be deemed to be references to the Board. Subject to any permitted review by the applicable national securities exchange or association pursuant to the Applicable Rules, all determinations and decisions made by the Committee pursuant to the provisions of this Policy shall be final, conclusive and binding on all persons, including the Company and its affiliates, stockholders and employees. The Committee may delegate administrative duties with respect to this Policy to one or more directors or employees of the Company, as permitted under applicable law, including any Applicable Rules.
| 6. | Interpretation |
This Policy will be interpreted and applied in a manner that is consistent with the requirements of the Applicable Rules, and to the extent this Policy is inconsistent with such Applicable Rules, it shall be deemed amended to the minimum extent necessary to ensure compliance therewith.
| 7. | No Indemnification; No Liability |
Notwithstanding the terms of any insurance policy or any contractual arrangement with any Covered Officer that may provide or be interpreted to the contrary, the Company shall not indemnify or insure any person against the loss of any Erroneously Awarded Compensation pursuant to this Policy, nor shall the Company directly or indirectly pay or reimburse any person for any premiums for third-party insurance policies that such person may elect to purchase to fund such person’s potential obligations under this Policy. None of the Company, an affiliate of the Company or any member of the Committee or the Board shall have any liability to any person as a result of actions taken under this Policy.
| 8. | Application; Enforceability |
Effective as of the Effective Date, this Policy will supersede the Prior Policy in all respects. Except as otherwise determined by the Committee or the Board, the adoption of this Policy does
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not limit, and is intended to apply in addition to, any Other Recovery Arrangements. In addition, the Committee or the Board may apply this Policy to compensation earned based on performance goals that do not relate to a Financial Reporting Measure and such application shall apply in the manner determined by the Committee or the Board (as applicable) in its sole discretion. Subject to Section 4, the remedy specified in this Policy shall not be exclusive and shall be in addition to every other right or remedy at law or in equity that may be available to the Company or an affiliate of the Company or is otherwise required by applicable law and regulations.
| 9. | Severability |
The provisions in this Policy are intended to be applied to the fullest extent of the law; provided, however, to the extent that any provision of this Policy is found to be unenforceable or invalid under any applicable law, such provision will be applied to the maximum extent permitted, and shall automatically be deemed amended in a manner consistent with its objectives to the extent necessary to conform to any limitations required under applicable law.
| 10. | Amendment and Termination |
The Board or the Committee may amend, modify or terminate this Policy in whole or in part at any time and from time to time in its sole discretion. This Policy will terminate automatically when the Company does not have a class of securities listed on a national securities exchange or association.
| 11. | Definitions |
“Applicable Rules” means Section 10D of the Exchange Act, Rule 10D-1 promulgated thereunder, the listing rules of the national securities exchange or association on which the Company’s securities are listed, and any applicable rules, standards or other guidance adopted by the Securities and Exchange Commission or any national securities exchange or association on which the Company’s securities are listed.
“Board” means the Board of Directors of the Company.
“Committee” means the Compensation and Talent Development Committee of the Board or, in the absence of such a committee, a majority of the independent directors serving on the Board.
“Covered Officer” means (i) each Executive Officer and (ii) each other person to whom the Committee has determined to apply this Policy.
“Erroneously Awarded Compensation” means the amount of Incentive-Based Compensation received by a current or former Covered Officer that exceeds the amount of Incentive-Based Compensation that would have been received by such current or former Covered Officer based on a restated Financial Reporting Measure, as determined on a pre-tax basis in accordance with the Applicable Rules. For Incentive-Based Compensation based on total stockholder return or stock price, where the amount of Erroneously Awarded Compensation is not
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subject to mathematical recalculation directly from the information in the Restatement, Erroneously Awarded Compensation is the Committee’s reasonable estimate of the effect of the Restatement on the total stockholder return or stock price upon which the Incentive-Based Compensation was received, with documentation of the determination of such reasonable estimate provided by the Company to the applicable listing exchange or association.
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
“Executive Officer” means each current or former executive officer of the Company, as defined in Rule 10D-1(d) under the Exchange Act.
“Financial Reporting Measure” means any measure determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures derived wholly or in part from such measures, including GAAP and non-GAAP financial measures, as well as stock or share price and total shareholder return.
“GAAP” means United States generally accepted accounting principles.
“Impracticable” means (a) the direct expenses paid to third parties to assist in enforcing recovery would exceed the Erroneously Awarded Compensation; provided that the Company has
(i) made reasonable attempt(s) to recover the Erroneously Awarded Compensation, (ii) documented such attempt(s), and (iii) provided such documentation to the relevant listing exchange or association, (b) to the extent permitted by the Applicable Rules, the recovery would violate the Company’s home country laws adopted prior to November 28, 2022 pursuant to an opinion of home country counsel; provided that the Company has (i) obtained an opinion of home country counsel, acceptable to the relevant listing exchange or association, that recovery would result in such a violation, and (ii) provided such opinion to the relevant listing exchange or association, or (c) recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and the regulations thereunder.
“Incentive-Based Compensation” means, with respect to a Restatement, any compensation that is granted, earned, or vested based wholly or in part upon the attainment of one or more Financial Reporting Measures and received by a person: (a) after beginning service as a Covered Officer; (b) who served as a Covered Officer at any time during the performance period for that compensation; (c) while the Company has a class of securities listed on a national securities exchange or association; and (d) during the applicable Three-Year Period.
“Other Recovery Arrangements” means any clawback, recoupment, forfeiture or similar policies or provisions of the Company or its affiliates, and any other such policies or provisions of such effect contained in any employment agreement, bonus plan, incentive plan, equity-based plan or award agreement thereunder or similar plan, program or agreement of the Company or an affiliate or required under applicable law.
“Restatement” means an accounting restatement to correct the Company’s material noncompliance with any financial reporting requirement under securities laws, including
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restatements that correct an error in previously issued financial statements (a) that is material to the previously issued financial statements or (b) that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.
“Three-Year Period” means, with respect to a Restatement, the three completed fiscal years immediately preceding the date that the Board, a committee of the Board, or the officer or officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare such Restatement, or, if earlier, the date on which a court, regulator or other legally authorized body directs the Company to prepare such Restatement. The “Three-Year Period” also includes any transition period (that results from a change in the Company’s fiscal year) within or immediately following the three completed fiscal years identified in the preceding sentence. However, a transition period between the last day of the Company’s previous fiscal year end and the first day of its new fiscal year that comprises a period of nine to 12 months shall be deemed a completed fiscal year.
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| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/14/24 | None on these Dates | ||
| For Period end: | 12/31/23 | |||
| 10/2/23 | ||||
| 11/28/22 | ||||
| 1/22/14 | ||||
| List all Filings | ||||