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

October 20, 2015

Date of Report (Date of earliest event reported)

OWENS-ILLINOIS, INC.

(Exact name of registrant as specified in its charter)

(567) 336-5000

(Registrant’s telephone number, including area code)

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

Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 5.02.                               DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On October 20, 2015, Owens-Illinois, Inc. (“O-I”) announced Andres Lopez, age 53, as Chief Executive Officer of O-I, effective January 1, 2016. Mr. Lopez is currently President of Glass Containers and Chief Operating Officer. Albert Stroucken will no longer serve as Chief Executive Officer as of January 1, 2016 but will retain his role of Executive Chairman of the Board of Directors until the annual shareholders meeting in May 2016. There will be no changes to Mr. Stroucken’s compensation as a result of the change in his position, other than the proration of annual amounts to reflect the expiration of Mr. Stroucken’s employment contract on June 30, 2016.

Mr. Lopez joined O-I in 1986 in Colombia and has held several leadership positions, including country General Manager in Peru; Vice President of Manufacturing for O-I North America and Global Vice President of Manufacturing and Engineering. From 2009 to 2014, he served as President of O-I South America. In August 2014, he was named President of O-I Americas, adding responsibility for O-I’s North America operations and in December 2014, he was named President of Glass Containers and Chief Operating Officer, effective February 1, 2015.

Effective January 1, 2016, Mr. Lopez will receive an annual base salary of $850,000 in connection with his appointment as Chief Executive Officer. Mr. Lopez’s target annual incentive will be 150% of his annual base salary. Mr. Lopez also will participate in O-I’s 401(k) plan and the Executive Deferred Compensation Plan and his target long-term equity value will be $3.875 million. Consistent with the Company’s past practice for its chief executive officers, Mr. Lopez will be able to use O-I’s aircraft for up to 50 hours per year of personal use. He will continue to participate in the other components of O-I’s executive compensation program, including health and welfare programs and other benefits, which are described in O-I’s Definitive Proxy Statement filed on April 2, 2015, as well as, the Current Report on Form 8-K filed on March 12, 2015.

O-I’s related press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

ITEM 9.01.                               FINANCIAL STATEMENTS AND EXHIBITS.

(d)                                                                                 Exhibits.

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SIGNATURE

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.

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EXHIBIT INDEX

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Exhibit 99.1

FOR IMMEDIATE RELEASE

Andres Lopez Named Chief Executive Officer of O-I

Perrysburg, Ohio (Oct. 20, 2015) — Owens-Illinois, Inc. (NYSE: OI) announced today that it has named Andres Lopez Chief Executive Officer of O-I, effective Jan. 1, 2016. O-I’s Board of Directors affirmed Lopez’s appointment at its October board meeting, marking the final step in the CEO succession process.

Current Chairman and CEO Al Stroucken will retain the role of Executive Chairman of the Board as of Jan. 1, 2016, until the annual shareholders meeting in May 2016.

As chief operating officer of the company, Lopez has been responsible for O-I’s business and operations in all of the company’s geographic regions. He led the negotiations resulting in the recent $2.15 billion acquisition of Vitro’s food and beverage business in Mexico, Bolivia and the U.S. Lopez’s deep knowledge of the glass industry and his strong commitment to transformational change will help O-I create sustainable value for shareholders, customers, employees and other key stakeholder groups.

Lopez joined O-I in 1986 in Colombia and has held several leadership positions, including country general manager in Peru; vice president of manufacturing for O-I North America; and global vice president of manufacturing and engineering. From 2009 to 2014, he served as president of O-I South America. Under Lopez’s leadership, the region increased segment operating income and cash generation through revenue growth, operational performance improvement, asset optimization and spending reduction. The region also successfully integrated several acquisitions.

In 2014, Lopez was named president of O-I Americas, adding responsibility for O-I’s North American operations, where he launched initiatives to improve safety, operational and commercial performance, and cost competitiveness. He was named chief operating officer in February 2015.

“Over the last year Andres and I have worked closely together to transition all responsibilities for the company,” said Stroucken. “The Board is confident that Andres’ passion and his strategic vision for the company will propel O-I successfully into the future.”

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About O-I

Owens-Illinois, Inc. (NYSE: OI) is the world’s largest glass container manufacturer and preferred partner for many of the world’s leading food and beverage brands. The Company had revenues of $6.8 billion in 2014. Following the acquisition of Vitro’s food and beverage business, the company now employs approximately 27,000 people at 81 plants in 23 countries. With global headquarters in Perrysburg, Ohio, USA, O-I delivers safe, sustainable, pure, iconic, brand-building glass packaging to a growing global marketplace. For more information, visit o-i.com.

O-I’s Glass Is LifeTM movement promotes the widespread benefits of glass packaging in key markets around the globe. Learn more about the reasons to choose glass and join the movement at glassislife.com.

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