OI OI Glass Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.  )

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A MESSAGE FROM OUR
PRESIDENT & CHIEF EXECUTIVE OFFICER

To my Fellow Share Owners:

You are cordially invited to virtually attend the Annual Meeting (the “Annual Meeting”) of the share owners of O-I Glass, Inc. (the “Company” or “O-I” or “we”) for the purpose of considering and voting upon the matters referenced on the following pages.

Since becoming O-I’s President and CEO, I’ve personally met with thousands of our employees, traveled to over half of our manufacturing plants, and visited many of our business partners and customers. What is clear to me, despite the significant challenges of 2024, is that the Company has many strengths – a passionate and dedicated workforce, a deep history of glassmaking expertise, an unrivaled global footprint of glass plants, and privileged relationships with some of the most iconic food and beverage companies in the world.

But there are also plenty of opportunities.

In 2024, we introduced a Value Creation Roadmap to help improve the competitive position and earnings power of the business across three horizons:

Horizon 1: Fit to Win (2024+): Radically reduce total enterprise costs and optimize the entire network and value chain.

Horizon 2: Profitable Growth (2026+): Leverage a more competitive position to drive future profitable growth with winning customers.

Horizon 3: Strategic Optionality (2028+): Grow the business through geographic expansion, mergers & acquisitions, joint ventures and partnerships as well as return value to shareholders.

This roadmap is underpinned by an economic profit framework, which is focused on changing the mindset of the business, increasing accountability and capabilities, and aligning capital with economic profit investments.

We also have established a new purpose statement:  

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Together, we put the power of glass within reach of everyone, every day.  

We believe this is a powerful call of action – for our employees, as well as our relationships with customers and suppliers – to transform our business. 

Equipped with a renewed purpose and a commitment to value creation, we believe we are on a path to transform the cost competitiveness of the business, improve earnings, free cash flow, and economic profit, and increase shareholder value. 

This is an exciting time for O-I and we look forward to the journey ahead.

Thank you for your continued support and confidence in O-I Glass.

GORDON J. HARDIE

President and CEO

April 1, 2025

Perrysburg, Ohio

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NOTICE OF 2025
ANNUAL MEETING OF SHARE OWNERS

Your Vote Is Important

Share owners as of the close of business on March 19, 2025 (the “record date”) are entitled to notice of, and to vote at, the Annual Meeting. During the Annual Meeting, share owners will also be able to submit questions electronically and examine the list of shareholders entitled to vote at the Annual Meeting.

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PROXY STATEMENT SUMMARY

This summary highlights certain information contained elsewhere in this proxy statement. This is only a summary, so please refer to the full Proxy Statement and 2024 Annual Report to share owners before you vote.

ANNUAL MEETING LOGISTICS

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Voting guide

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OUR COMMITMENT TO A SUSTAINABLE FUTURE

We are in continuous pursuit of sustainability goals driven from a global leadership level. Our goals are purposefully ambitious and aspirational because it’s what drives innovation and transformation. We believe that empowering our people under a broader sustainability umbrella with a more global reach will enhance our efforts to make progress toward our sustainability goals. Our baseline is 2019 unless otherwise noted.  

KEY SUSTAINABILITY GOALS

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Global Climate Change Strategy

Manufacturing a Lower Carbon Future

Our journey to a lower-carbon future begins with working to achieve our 2030 target to reduce GHG emissions by 47%. Between now and 2030, our strategy to attain that goal involves key levers:

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Emissions

O-I is focused on reducing our impact on the environment and climate and has ambitious goals for 2030.

Consideration of the environment and climate is a key aspect of our strategy, operations, capital decisions, and enterprise risk management. Employees and contractors are empowered to share operational knowledge and best practices as we elevate sustainable and environmentally sound practices within our culture. O-I believes that we all share the responsibility of making the most sustainable packaging material even more sustainable.

Our aspiration is not only to fulfill compliance requirements but to move beyond compliance, focusing on reducing our highest risks and achieving our sustainability objectives.

Our continuous aim is to foster the wellbeing of our stakeholders and the planet for today and tomorrow.

We have set robust goals for increasing recycled content and sourcing renewable electricity, and progress toward these goals also translates to progress toward our goal of reducing absolute greenhouse gas emissions 47% by 2030.

Meeting our emissions target will require working on three aspects of the energy equation: reducing overall energy consumption, increasing energy efficiency, and supplying energy needs with renewable and other lower-carbon sources. We are working to address our climate impact by leveraging product and process innovations to transform our operations toward energy-efficient melting and lower-carbon outcomes. This includes driving lower-carbon solutions like waste heat recovery, increasing electric boosting, hybrid furnace implementation, and increased cullet usage in place of more energy-intensive raw materials. We are also transforming our manufacturing systems to be best-in-class for sourcing renewable electricity.

By the end of 2023, these efforts, coupled with certain strategic changes to our operations, resulted in a 17% reduction in scope 1 and 2 emissions from our base year of 2019. We will continue to innovate our processes, utilizing existing technologies and exploring emerging technologies.

Renewable Electricity

On our path to lower-carbon processes, we are working to increase our utilization of renewable electricity to 80% of our total load by 2030. O-I invests in procuring renewable electricity sources for our operations such as regional certificates and on-site generation. Certificates are a way for O-I to meet our targets while supporting grid-connected renewable projects. As of 2023, O-I has purchased renewable electricity certificates covering about 35% of our global electricity consumption.

Recycled Content

At O-I we believe that glass should never be trash. Glass is 100% recyclable, infinitely, making it an ideal package for the circular economy. About 80% of recycled glass containers are made into new glass in as little as 30 days.¹ Improving recycling is vital to offset the demand for natural resources and reduce emissions. Every ton of glass recycled saves approximately 1.16 tons of raw materials, and every 10% of recycled glass used in the manufacturing process reduces energy consumption by about 3% and carbon emissions from melting by about 5%.² It is easy to see why we are excited about the role glass can play in our global circular economy and climate-change ambitions.

We have set a goal of increasing recycled content to a 60% global average by 2030. Globally, our glass products contained an average of 40% cullet by tons packed in 2023. O-I holds the patent on a bottle made from 100% cullet. In Europe, we have used our innovative spirit to produce containers made of up to 100% recycled glass.

Our roadmap for increasing recycled content focuses on the recycling ecosystems around our plants and making targeted investments to find scalable solutions. We are proactively collaborating with our value chain to glass recycling availability in the communities where we operate. We are designing processes and partnerships for both recovery and reuse in the

¹ Friends of Glass

² FEVE

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manufacturing process. We are collaboratively developing positive external and internal relationships, pooling available resources, and seeking stakeholder buy-in.

Changing recycling for the better is living the behavior we believe will make our vision a reality: achieving balance together by transforming what we do.

Safety

At O-I, our goal is always zero injuries and illnesses. As we work toward that goal, we are pursuing a 50% improvement of our Total Recordable Incident Rate (TRIR) by 2030.

At O-I, we “Make What Matters” – and we do it safely. Safety is an O-I core value, and we believe everyone should finish each and every day injury and incident-free. Our Environment, Health and Safety (EHS) mission is to empower our people and engage our communities to achieve zero incidents. At O-I, all of us are accountable to act in a manner that advances us on our journey to zero incidents and seeks to reduce our impact on the environment – including meeting or exceeding compliance with applicable EHS laws and regulations.

At O-I, we care about our employees, our planet, and our communities. We strive every day to be a responsible employer, contributing to society and making a difference in a sustainable industry – it’s a core part of who we are. O-I CARES (Collective Active Role for Employee Safety) is a purpose-driven initiative that builds on our culture by focusing on and actively demonstrating care for others.

Advancements in Sustainability Reporting

Our vision at O-I for a sustainable future is here today. Our sustainability ambitions for today and tomorrow are grounded in the same resiliency created by our foundational commitment to innovation and transformation of our products, processes, and relationships with our stakeholders. O-I is working to achieve balance across this ecosystem and create an organization designed for the long term modeled on this evolving balance.

Neither our Sustainability Report, Sustainability Report Update, Sustainability Reporting Indexes, nor any other information contained on our website is incorporated by reference into this proxy statement or any other O-I filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

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Our people 

Human Rights

As part of our holistic approach to sustainability, we strive to maintain a safe workplace, build sustainable communities, and provide effective, accountable, and transparent governance. Our written Global Code of Business Conduct and Ethics (“Code of Conduct”), policies, and procedures form the foundation for our human rights protection. 

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Our Code of Conduct applies to all employees worldwide regardless of their role or seniority, and our suppliers. The Code of Conduct requires compliance with all laws intended to protect human rights from violations such as, child labor, forced labor, physical punishment or abuse, or human trafficking. The Code of Conduct also dictates compliance with employment laws in every country in which the Company operates, such as the freedom of individual employees to join, or refrain from joining, legally authorized associations or organizations, and to engage in collective bargaining. The Company uses this to educate and hold our employees responsible for acting lawfully and in an ethical manner. 

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The Company recognizes human rights definitions and works to observe those protections under the United Nations’ Universal Declaration of Human Rights and the International Labor Organization (“ILO”) Declaration on Fundamental Principles and Rights at Work. The Company’s goals and activities surrounding human rights are connected to our commitment to relevant UN SDGs. We are resolved to consider human rights risks with the utmost seriousness and invest in our efforts to encourage our value chain, including suppliers, to uphold our high standards of ethics and compliance. 

Human Capital

At O-I, we are better when we reflect the world we serve and we all feel welcome and have equal access to opportunities. We are focused on identifying opportunities to improve the sense of inclusion and belonging across our team.

We aim to create a work environment in which all individuals feel welcome to bring their whole selves to work, are treated fairly and respectfully, and are able to achieve their highest potential regardless of background. Each of these elements is imperative to allow our people to contribute fully to the organization’s success.

The Company believes these efforts are important to its long-term value and performance; however, we also recognize the need for such efforts to take into account variations in local circumstances and laws in the various locations where we operate. The Company is committed to only considering legally compliant methods for advancing these efforts. Our approach works towards modernizing our values and behaviors to build a strong culture that fosters teamwork, community, and inclusivity, increases engagement, drives productivity, and supports employee retention.

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OUR executive compensation highlights

The O-I Glass Compensation and Talent Development Committee is committed to working with the Company’s Board of Directors (the “Board”) and management to design compensation plans that motivate the Company’s executives and support business objectives that create share owner value without taking excessive risks. Incentive program payout levels and the associated stock price movement are consistent with a historical trend of being closely aligned with the returns earned by its investors relative to those of the S&P 500 or its pay benchmarking companies as more clearly seen in the realizable pay and performance analysis covered beginning on page 35, demonstrating the strong alignment of pay for performance. Our approach to compensation of our named executive officers received overwhelmingly strong support at last year’s advisory Say on Pay vote, with 97% of votes cast voting in favor of the proposal. These results were aligned with the support received in 2023, with more than 97% of votes cast voting in favor of the proposal.

As a result of this demonstrated alignment of the compensation programs with share owners’ interests, the Compensation and Talent Development Committee maintained the key elements of its 2023 short-term incentive (“STI”) and long-term incentive (“LTI”) programs for the 2024 compensation program. The Compensation and Talent Development Committee believes that its STI and LTI programs for 2024 support the Company’s business objectives and align with share owners’ interests.

Further, it is the Company’s philosophy that a significant portion of the target compensation opportunity provided to the Company’s named executive officers identified in the Compensation Discussion and Analysis below (“NEOs”) be “variable” or “at risk” based on Company performance and/or the price of the Company’s stock. Based on compensation packages in effect on December 31, 2024, the Chief Executive Officer (“CEO”) had 88% of his target total direct compensation “at risk” and the other NEOs (who were executive officers on December 31, 2024) had an average of approximately 70% of their target total direct compensation “at risk.”

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OUR CORPORATE GOVERNANCE HIGHLIGHTS

The Company’s executive compensation programs are designed to reflect appropriate governance practices aligned with the needs of the business. Below is a summary of compensation practices the Company has adopted to drive performance and to align with share owner interests, followed by a list of practices the Company does not subscribe to because the Company does not believe they would serve its share owners’ long-term interests.

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AN OVERVIEW OF OUR DIRECTOR NOMINEES

The following table sets forth the name, age, tenure, and independence of each of our nominees for director and indicates the committees of the Board of Directors on which each nominee currently serves, as applicable.

C = Committee Chair ● = Committee Member

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SKILLS AND ATTRIBUTES OF OUR DIRECTOR nominees

The matrix below summarizes certain key experiences, qualifications and attributes that our director nominees bring to the Board to enable effective oversight. This matrix is intended to provide a summary of our director nominees’ qualifications and is not a complete list of each director nominee’s strengths or contributions to the Board. Additional details are set forth throughout this proxy statement.

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PROPOSAL 1: ELECTION OF DIRECTORS

General

The Board believes that refreshment is important to help ensure that Board composition is appropriately aligned with the Company’s evolving business and strategic needs. The Nominating/Corporate Governance Committee has reviewed the composition of the Board for a balance of tenure, skills and perspectives on the Board and, pursuant to the Nominating/Corporate Governance Committee’s Policies and Procedures Regarding the Identification and Evaluation of Candidates for Director (the “Policies and Procedures”), the qualifications, performance and circumstances of each incumbent director. The Nominating/Corporate Governance Committee recommended all incumbent directors for re-election, except for Alan J. Murray. Mr. Murray will retire from the Board at the conclusion of the Annual Meeting and will not stand for re-election. The Board approved the Nominating/Corporate Governance Committee’s recommendations regarding the nomination of the incumbent directors and also approved the Nominating/Corporate Governance Committee’s recommendation that two new nominees, Eugenio Garza y Garza and Iain J. Mackay, stand for election.

Information on Nominees

The Board, at the recommendation of the Nominating/Corporate Governance Committee, has nominated 11 persons for election as directors to serve for a one-year term expiring at the 2026 annual meeting of share owners and until their successors have been elected. The nominees of the Board are: Samuel R. Chapin, David V. Clark, II, Eric J. Foss, Eugenio Garza y Garza, Gordon J. Hardie, John Humphrey, Iain J. Mackay, Hari N. Nair, Cheri Phyfer, Catherine I. Slater, and Carol A. Williams. Other than Eugenio Garza y Garza and Iain J. Mackay, each nominee is currently serving as a director of the Company. Each nominee has consented to being named in this Proxy Statement and has agreed to serve if elected. If for any reason any nominee should be unavailable to serve, proxies solicited hereby may be voted for a substitute as well as for the other director nominees. The Board, however, expects all of its nominees to be available to serve. Eugenio Garza y Garza and Iain J. Mackay were each initially recommended to the Nominating/Corporate Governance Committee by a third-party search firm.

The following is information on the persons nominated for election to the Board at the 2025 Annual Meeting:

Nominees—To be elected for terms expiring at the 2026 Annual Meeting

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GOVERNANCE INFORMATION

Board Leadership Structure

The Board decided that the roles of the Board Chair and CEO would be separated as of January 1, 2016, eliminating the role of Lead Director. Since 2024, John Humphrey has served as our Independent Board Chair (“IBC”).

The primary responsibility of the IBC is to make the Board as effective as possible in fulfilling its oversight responsibility for the Company and to ensure that the Company derives the most benefit from the experience, education and skills of individual Board members. The IBC is expected to be a leader of his/her peers by taking personal responsibility for delivering excellence in the boardroom. Mr. Humphrey’s extensive experience leading global businesses and significant board experience allows him to effectively perform the role of IBC and lead the Board as it fulfills its oversight responsibility.

In particular, the IBC helps to shape meeting agendas, ensure open communication, meaningful participation and constructive debate and ensure appropriate follow-through regarding Board conclusions and recommendations. The IBC maintains regular communications with other Board members, with the frequency and depth of communications dependent on the issues that are the current focus of the Company.

The IBC has the following responsibilities and powers, as well as other responsibilities and powers delegated to the IBC by the Board:

The IBC is subject to an annual performance evaluation, and the Board also, on an annual basis, confirms that the IBC can and intends to serve out his or her term. The Company’s Corporate Governance Guidelines provide the Board with the flexibility to appoint a Lead Director (instead of an Independent Board Chair) at such times as the Board considers it to be in the best interests of the Company to have in place an executive chairman of the Board. Our share owners would be notified of a combination of the chairman and CEO roles and/or the appointment of a Lead Director, promptly upon the Board’s election to do so.

As the leader of the Board, the IBC takes the lead in connection with the Board’s self-assessment process and the follow-through necessary to improve the Board’s overall oversight of the Company, including risk oversight. The IBC also assumes a leadership role in CEO succession planning and has input on the design of the Board. In addition, the IBC acts as a sounding board for the CEO, as well as other members of senior management. The Board believes the current leadership structure, as described immediately above and as further detailed in this section “Governance Information” and in “Board and Committee Membership” below, facilitates the Board’s independent and effective oversight of management.

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Leadership Succession Planning 

One of the Board’s most important responsibilities is leadership succession planning.

While the Compensation and Talent Development Committee oversees and reviews succession planning for key executive positions other than the Chief Executive Officer, the Nominating/Corporate Governance Committee is responsible for CEO succession planning. 

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On May 15, 2024, Gordon J. Hardie succeeded Andres Lopez as CEO. This CEO succession plan followed a comprehensive search consistent with the Company’s long-term succession planning process.  The process was led by a sub-team of the then current IBC and Committee chairs and consisted of the following steps:

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Executive Sessions

The Company’s non-employee directors meet in regularly scheduled executive sessions, both with the CEO and also without any members of management present. The purpose of these executive sessions is to promote open and candid discussions between the Board and the CEO and, separately, among the non-employee directors of the Board. The Board believes this approach effectively complements the Company’s Board leadership structure. The non-employee directors met seven times in executive session in 2024 without management present. As provided by the Corporate Governance Guidelines, the IBC presided at those executive sessions.

Risk Oversight

The Board recognizes that an important part of its responsibilities is to evaluate the Company’s exposure to risk and to monitor the steps management has taken to assess and control risk. The Board primarily oversees risks through committees of the Board, particularly through the Audit Committee, as discussed in the descriptions of the committees in “Board and Committee Membership” below. Matters of particular importance or concern, including any significant areas of risk faced by the Company, are considered by the entire Board. The Board engages with the Company’s internal risk management function, twice yearly, for scheduled enterprise risk management assessment and planning.

In addition to the foregoing, the Board meets with members the Company’s management team and other leaders on an as-needed basis to review risk exposure with respect to the Company’s strategic plans and objectives in order to improve long-term organizational performance. And, in fulfilling its oversight responsibility for the Company, including risk oversight, the Board and its committees have the authority to engage and consult with financial, legal or other independent advisors at the Company’s expense.

The Board believes the leadership structure and practices, as described in this section “Governance Information” and in “Board and Committee Membership” below, facilitates the Board’s oversight of risk management, since it allows the Board, with leadership from the Independent Board Chair and working through its committees, to proactively participate in the oversight of management’s actions and risk oversight.

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General Board Responsibilities

The Board has the ultimate authority for overseeing the management of the Company’s business, including risk oversight. The Board also identifies and evaluates candidates for, and ultimately appoints, the Company’s officers, delegates responsibilities for the conduct of the Company’s operations to those officers, and monitors their and the Company’s performance. Certain important functions of the Board are performed by committees comprised of members of the Board, as provided below.

Board Independence

The vast majority of the then-serving members of the Board and the two new nominees are “independent” in accordance with the New York Stock Exchange listing standards. The Board has affirmatively determined that each of the following directors and nominees is an independent director of the Company under the listing standards of the New York Stock Exchange: Samuel R. Chapin, David V. Clark, II, Eric J. Foss, Eugenio Garza y Garza, John Humphrey, Iain J. Mackay, Alan J. Murray, Hari N. Nair, Cheri Phyfer, Catherine I. Slater, John H. Walker, and Carol A. Williams. The Board has determined that none of these directors or nominees have any material relationships with the Company other than their roles as directors. The Board’s independence determinations included a review of commercial transactions, relationships, and arrangements between us and our subsidiaries, affiliates, and executive officers with entities associated with our directors and nominees or members of their immediate family.

Board Member Stock Ownership

The Board has established stock ownership guidelines for non-employee directors. Each non-employee director is required to own shares of the Company’s Common Stock having a value equal to five times the value of the annual cash retainer for serving as a non-employee director of the Company. New directors have four years from the date of joining the Board to attain the required stock ownership. Until the stock ownership guidelines are met, directors are required to retain 100% of the “net profit shares” acquired from grants of restricted stock or exercises of stock options. Net profit shares are those shares remaining after payment of tax obligations.

Board Meeting Attendance

In 2024, the full Board met eight times. All of the incumbent members of the Board attended more than 75% of the aggregate number of meetings of the Board and of committees of the Board of which such director was a member that were held during such director’s term of service. Attendance at Board and committee meetings during 2024 averaged over 95% for directors as a group.

The Company does not have a policy with regard to Board members’ attendance at Annual Meetings, although members of the Board are encouraged to attend. All members of the Board attended the 2024 Annual Meeting.

Corporate Governance Guidelines

A copy of the Company’s Corporate Governance Guidelines (the “Guidelines”) is available in the “Investors” section of the Company’s website (www.o-i.com). A copy is also available in print to share owners upon request, addressed to the “Corporate Secretary” at O-I Glass, Inc., One Michael Owens Way, Perrysburg, Ohio 43551-2999. The address of the Company’s website provided above or elsewhere in the Proxy Statement is not intended to function as a hyperlink, and the contents of the Company’s website are neither a part of this Proxy Statement nor incorporated by reference.

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Board Nominees

The Nominating/Corporate Governance Committee is responsible for identifying individuals qualified to become members of the Board and recommending that the Board select the candidates for all directorships to be filled by the Board or by the share owners. The Nominating/Corporate Governance Committee is governed in this regard by its Policies and Procedures Regarding the Identification and Evaluation of Candidates for Director (the “Policies and Procedures”), copies of which are available in the “Investors” section of the Company’s website (www.o-i.com) and in print, free of charge, to share owners upon request to the “Corporate Secretary” at O-I Glass, Inc., One Michael Owens Way, Perrysburg, Ohio 43551-2999.

Pursuant to the Policies and Procedures, in addition to other qualifications, candidates for the Board should be individuals of the highest integrity and ethical character, who value and appreciate these qualities in others. Candidates should not have any conflicts of interest and should be able to represent fairly and equally all share owners of the Company. Candidates are also evaluated on their ability to function effectively in an oversight role and to devote adequate time to the Board and its committees.

The Policies and Procedures require the Nominating/Corporate Governance Committee to consider the contributions that a candidate can be expected to make to the collective functioning of the Board based on the totality of the candidate’s background, skills, experience and expertise and the composition of the Board at the time. The Policies and Procedures also state the Nominating/Corporate Governance Committee’s belief that a varied composition is an important attribute of a well-functioning Board and therefore looks to attract and retain directors with a range of backgrounds, skills, experience and expertise that serves the best interests of the Company.

The Company maintains a skills matrix, and actively monitors the skills, experience and expertise of all its individual directors with an eye towards ensuring the Board is balanced with respect to key skill sets. Given that the Company is a large, global public manufacturing company, many of the current Board members have skills and experiences from similar types of global organizations. The Board also has strong skills, experience and expertise in other areas, including finance and capital allocation, mergers and acquisitions, strategic planning and corporate governance. The Nominating/Corporate Governance Committee considers the skills, experience and expertise of Board members expected to retire or leave the Board in the near future when it identifies candidates for Board membership. The Nominating/Corporate Governance Committee also considers, in its nomination processes, the recommendations of current Board members regarding particular skills that could improve the ability of the Board to carry out its responsibilities.

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BOARD COMPOSITION

The Nominating/Corporate Governance Committee is committed to including individuals from a range of backgrounds in the pool of candidates for future director searches. The following chart represents the range of experience and skills offered by the 11 nominees for director.

The Nominating/Corporate Governance Committee will consider potential candidates for director who have been recommended by the Company’s directors, the CEO, other members of senior management and share owners in the same manner and using the same criteria. Outside consultants may also be employed to help identify potential candidates. Pursuant to its Policies and Procedures, the Nominating/Corporate Governance Committee conducts all necessary and appropriate inquiries into the backgrounds and qualifications of possible candidates and considers questions of independence and possible conflicts of interest. Members of the Nominating/Corporate Governance Committee discuss and evaluate possible candidates in detail and determine which individuals to consider in more depth. Once a candidate is identified whom the Nominating/Corporate Governance Committee wants to move toward nomination, one or more members of the Nominating/Corporate Governance Committee will enter into discussions with the candidate. The procedures for the nomination of director candidates by share owners are described under the heading “2026 Annual Meeting of Share Owners.”

The performance of incumbent members of the Board is evaluated annually by the Nominating/Corporate Governance Committee. Incumbent directors who continue to satisfy the Nominating/Corporate Governance Committee’s criteria for Board membership and whom the Nominating/Corporate Governance Committee believes continue to make important contributions to the Board generally will be renominated by the Board at the end of their term.

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The following charts illustrate the demographic composition of our Board nominees.

Code of Business Conduct and Ethics

The Company has a Code of Conduct that is applicable to all directors, officers and employees of the Company, including the Chief Executive Officer and Chief Financial Officer. The Code of Conduct is available in the “Investors” section of the Company’s website (www.o-i.com) and in print, free of charge, to share owners upon request, addressed to the “Corporate Secretary” at O-I Glass, Inc., One Michael Owens Way, Perrysburg, Ohio 43551-2999.

Communicating with the Board

Share owners and other interested parties may contact any member (or all members) of the Board (including, without limitation, the non-employee directors as a group), the IBC, any Board committee or any Chair of any such committee. To communicate with the Board, the IBC, any individual directors or any group or committee of directors, correspondence should be addressed to the “Board of Directors,” the “IBC” or any such individual directors or group or committee of directors by either name or title. All such correspondence should be sent in care of the “Corporate Secretary” at O-I Glass, Inc., One Michael Owens Way, Perrysburg, Ohio 43551-2999. All communications so received will be opened by the Corporate Secretary for the sole purpose of determining whether the contents represent a message to the directors. Any contents that are not in the nature of advertising, promotions of a product or service or patently offensive material will be forwarded promptly to the addressees. In the case of communications to the Board, or any group or committee of directors, the Corporate Secretary will distribute the contents to each director who is a member of the group or committee to which the contents are addressed.

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BOARD AND COMMITTEE MEMBERSHIP

There are three standing committees of the Board: the Audit Committee, the Compensation and Talent Development Committee, and the Nominating/Corporate Governance Committee. Subject to applicable provisions of the Company’s By-Laws and Guidelines, the Board appoints the members of each committee and rotates members periodically consistent with the experience and expertise of individual directors.

Current Committee Membership

Directors currently serving on committees of the Board and the number of meetings held in 2024 by the committees are identified below.

C = Committee Chair ● = Committee Member

Audit Committee

The Audit Committee was established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Audit Committee represents and assists the Board with the oversight of: (a) the integrity of the Company’s financial statements and internal controls; (b) the Company’s compliance with legal and regulatory requirements; (c) the independent registered public accounting firm’s qualifications and independence; (d) the performance of the Company’s internal audit function and of the independent registered public accounting firm; and (e) the Company’s information security, information technology, and cybersecurity risks, controls, and procedures. In addition, the Audit Committee has responsibility for reviewing and considering the Company’s guidelines and policies with respect to risk assessment and risk management, including the Company’s major financial risk exposures and the steps management has taken to identify, monitor and control such exposures over the short-term, intermediate-term, and long-term. This process includes receiving annual reports from the Company’s Ethics and Compliance function. In addition to reporting to the Audit Committee, the Company’s Ethics and Compliance function also reports the Nominating/Corporate Governance Committee, as described below. In order to align the Company’s risk oversight function with its disclosure controls and procedures, the Company’s internal risk management function has access to and reports into the Company’s disclosure committee. The Audit Committee operates under a written charter adopted by the Board that sets forth the specific responsibilities of the Audit Committee. A copy of the Audit Committee Charter is available in the “Investors” section of the Company’s website (www.o-i.com) and in print, free of charge, to any share owner upon request addressed to the “Corporate Secretary” at O-I Glass, Inc., One Michael Owens Way, Perrysburg, Ohio 43551-2999.

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All members of the Audit Committee meet the audit committee independence requirements of the New York Stock Exchange and also satisfy the independence standards applicable to audit committees pursuant to Rule 10A-3(b)(1) under the Exchange Act. The Board has determined that Mr. Chapin, the Chair of the Audit Committee, and Messrs. Humphrey, Murray and Nair each qualify as an “audit committee financial expert” within the meaning of SEC regulations and that all of the Audit Committee members meet the financial literacy requirements of the New York Stock Exchange. No member of the Audit Committee serves on the audit committee of more than three public companies.

Compensation and Talent Development Committee

The Compensation and Talent Development Committee assists the Board with respect to compensation of the Company’s directors, officers and employees. In carrying out such responsibilities, the Compensation and Talent Development Committee administers the Company’s equity incentive plans, the Company’s annual incentive plans, the Clawback Policy, and certain other benefit plans of the Company and makes recommendations to the Board with respect to the compensation to be paid and benefits to be provided to directors, officers and employees of the Company. The Compensation and Talent Development Committee also oversees and reviews management succession planning and development for key executive positions other than the Chief Executive Officer, including ensuring the availability of qualified replacements and planning for contingencies such as the departure, death or disability of key executives so that the Company has in place an emergency succession plan that addresses both interim and longer-term leadership for the Company. The Compensation and Talent Development Committee makes recommendations to the Board with respect to the adequacy of the succession and development plans for key executive officer positions other than the Chief Executive Officer.

In addition, the Compensation and Talent Development Committee has delegated authority to the Chief Executive Officer to grant a limited number of equity awards (subject to certain limitations, and solely to individual employees who are not executive officers or directors). This delegation of authority assists the Board and Compensation and Talent Development Committee in administering their duties with respect to the grant of equity awards.

The Compensation and Talent Development Committee operates under a written charter adopted by the Board that sets forth the specific responsibilities of the Compensation and Talent Development Committee. A copy of the Compensation and Talent Development Committee Charter is available in the “Investors” section of the Company’s website (www.o-i.com) and in print, free of charge, to any share owner upon request addressed to the “Corporate Secretary” at O-I Glass, Inc., One Michael Owens Way, Perrysburg, Ohio 43551-2999.

Each member of the Compensation and Talent Development Committee is an “independent director” under the New York Stock Exchange listing standards.

Nominating/Corporate Governance Committee

The Nominating/Corporate Governance Committee assists the Board by (a) identifying and evaluating individuals qualified to become directors; (b) selecting, or recommending that the Board select, the candidates for all directorships to be filled by the Board or by the share owners; (c) developing and recommending to the Board a set of corporate governance principles contained in the Company’s Guidelines and Global Code of Business Conduct and Ethics; (d) overseeing the evaluation of the Board and management of the Company; (e) taking a leadership role in shaping the corporate governance of the Company; (f) overseeing CEO succession planning and development; (g) overseeing the Company’s efforts with regard to environmental, social and governance matters; and (h) overseeing the Company’s Ethics and Compliance function, in conjunction with other committees requested to address issues arising in this area.

The Nominating/Corporate Governance Committee operates under a written charter adopted by the Board that sets forth the specific responsibilities of the Nominating/Corporate Governance Committee. A copy of the Nominating/Corporate Governance Committee Charter is available in the “Investors” section of the Company’s website (www.o-i.com) and in print, free of charge, to share owners upon request, addressed to the “Corporate Secretary” at O-I Glass, Inc., One Michael Owens Way, Perrysburg, Ohio 43551-2999.

Each member of the Nominating/Corporate Governance Committee is an “independent director” under the New York Stock Exchange listing standards.

The Nominating/Corporate Governance Committee will accept recommendations from share owners for nominees for the Board. The procedures for submitting share owner recommendations are described under the heading “2026 Annual Meeting of Share Owners.”

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DIRECTOR COMPENSATION AND OTHER INFORMATION

Director Compensation

The Compensation and Talent Development Committee annually reviews the competitiveness of the pay program provided to the non-employee members of the Board to assess the need for changes. The Compensation and Talent Development Committee’s independent executive compensation consultant conducts a review which encompasses all elements of director pay: retainers and equity awards. The objective of this review is to ensure the program is aligned with the Company’s pay philosophy, which is intended to align with the market median for non-employee director compensation. The compensation consultant's review also includes a qualitative assessment of the Compensation and Talent Development Committee's practices regarding non-employee director pay.

In determining pay levels for the members of the Board, the Compensation and Talent Development Committee reviews competitive market data including:

Following the review conducted in October 2023, the Compensation and Talent Development Committee recommended, and the Board approved, an increase to the value of the Annual Grant by $10,000, to a total value of $150,000, effective beginning in 2024, to maintain the competitive position of the program at the median of the peer group used to benchmark pay and select S&P 500 companies similar in revenue size to O-I. No other changes were made to the director pay program for 2024. Further, the review concluded that the non-employee director pay program did not represent a problematic pay practice.

For 2024, each non-employee director of the Company was eligible to receive an annual cash retainer of $92,500, paid in equal quarterly installments, as well as an additional annual cash retainer in the following amounts, also paid in equal quarterly installments, for each committee in which such director participated as a member (including as Chair):

Chairs were also eligible to receive additional annual cash retainers paid in equal quarterly installments as follows:

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Each non-employee director also received, on the date immediately following the date of the Company’s annual meeting of share owners at which directors are elected (the “Date of Grant”), a grant of restricted stock units (“RSUs”) with respect to a number of shares of Common Stock having a fair market value on the Date of Grant equal to $150,000, rounded to the nearest whole share of Common Stock, pursuant to the terms of the applicable Company equity incentive plan (the “Annual Grant”). RSUs subject to an Annual Grant are granted with tandem dividend equivalents, which confer on the holder of such RSUs the right to receive dividend equivalent payments for dividends declared over the time-vesting period during which such RSUs remain outstanding. Such dividend equivalents are payable only if and when the underlying RSU vests and will generally be paid in cash upon or shortly after vesting of the underlying RSU.

The RSUs subject to the Annual Grant vest in full on the date of the Company’s next annual meeting of share owners at which directors are elected following the Date of Grant (the “Normal Vesting Date”), subject to the director’s continued service through such date, or, if earlier, upon the applicable director’s termination of service due to death, disability or retirement (after reaching age 60). In addition, upon termination of service for reasons other than death, disability, retirement, or removal for cause, the RSUs will vest pro rata based on the number of days of the applicable director’s service from the Date of Grant to the Normal Vesting Date. All RSUs would be immediately forfeited upon a non-employee director’s removal for cause. All RSUs will fully vest upon a change in control, subject to the applicable director’s continued service through such change in control. Vested RSUs are settled in shares of Common Stock within 30 days after the Normal Vesting Date, or if earlier, termination of service.

In the event a new non-employee director joins the Board on any date other than the date of the annual meeting of share owners, in addition to the Annual Grant, such new non-employee director will also receive on the date immediately following the first annual meeting of share owners at which directors are elected during such director’s tenure on the Board an additional grant of RSUs with respect to a number of shares of Common Stock having a fair market value on the date of such grant equal to the fair market value of the Annual Grant awarded to directors in the previous year, pro-rated based on the number of days of service in the period from the commencement of such director’s service on the Board to the date of such grant.

The O-I Glass, Inc. Directors Deferred Compensation Plan (as amended and restated, “the Directors Deferred Compensation Plan”) provides an opportunity for non-employee directors to defer payment of their directors’ fees to be paid out upon a specified future date or the director’s termination of service. Deferred payments may be made in a lump sum or in annual installments over a period of two to ten years, at the election of the director. Under the Directors Deferred Compensation Plan, a non-employee director may defer receipt of all or any portion of the cash portion of the compensation described above. Deferrals may be credited into a cash account or into a Company stock unit account. Funds held in a cash account accrue interest at a rate equal to the average annual yield on domestic corporate bonds of Moody’s A-rated companies. Distributions from the Directors Deferred Compensation Plan are made in cash.

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Each director is reimbursed for expenses associated with meetings of the Board or its committees.

Subject to certain limitations, under our Matching Gifts Program, the Company will match contributions made by our directors to certain charitable organizations. O-I’s matching contributions are capped at $55,000 per calendar year for each director.

The total compensation earned by non-employee directors in 2024 is reflected in the following table:

DIRECTOR COMPENSATION IN 2024

* Mr. Hardie was selected as the Company’s President and CEO, effective on the conclusion of the 2024 Annual Meeting, upon which he no longer received compensation for services provided as a director. Mr. Hardie’s annual cash retainers earned in 2024 in respect of his Board service are also reported in the Summary Compensation Table below.

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