UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| ITEM 5.04. | TEMPORARY SUSPENSION OF TRADING UNDER REGISTRANT’S EMPLOYEE BENEFIT PLAN |
On November 12, 2024, O-I Glass, Inc. (the “Company”) sent a notice to participants in the Company’s Eighth Amended and Restated Owens-Illinois Stock Purchase and Savings Plan and the Seventh Amended and Restated Owens-Illinois Long Term Savings Plan (together, the “401(k) Plans”) informing them that each of the 401(k) Plans is changing its investment fund-trading platform. The notice stated that, as a result of this change, participants in the 401(k) Plans will be unable to change investment elections or obtain a distribution during a period starting on December 23, 2024 and ending during the week of January 19, 2025. This period is referred to herein as the “Blackout Period.”
On November 14, 2024, the Company sent a notice to its directors and executive officers informing them that, pursuant to Section 306(a) of the Sarbanes-Oxley Act of 2002 and the SEC’s rules promulgated thereunder, they would be prohibited from purchasing or selling certain shares of the Company’s Common Stock (including derivative securities pertaining to such shares) on the open market or otherwise during the Blackout Period.
The notice is attached hereto as Exhibit 99.1 and incorporated herein by reference. The Company provided such notice to its directors and executive officers within five business days of November 12, 2024, which is the date the notices were mailed to 401(k) Plan participants and that the administrator of the 401(k) Plan notified the Company of the Blackout Period.
| ITEM 9.01. | FINANCIAL STATEMENTS AND EXHIBITS. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 99.1 | Notice to Directors and Executive Officers Regarding 401(k) Plans Blackout Period and Restrictions on Ability to Trade in Company Securities | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
SIGNATURES
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.
| O-I GLASS, INC. | ||
| Date: November 14, 2024 | By: | /s/ John A. Haudrich |
| Name: | John A. Haudrich | |
| Title: | Senior Vice President and Chief Financial Officer | |
Exhibit 99.1
| To: | Directors and Executive Officers of O-I Glass, Inc. |
| Date: | November 14, 2024 |
| RE: | Sarbanes-Oxley Blackout Notice |
O-I Glass, Inc. (the “Company”) maintains two 401(k) plans that allow plan participants to invest in the Company’s common stock. These plans are the Eighth Amended and Restated Owens-Illinois Stock Purchase and Savings Plan and the Seventh Amended and Restated Owens-Illinois Long Term Savings Plan (together, the “Plans”). These plans are tax-qualified retirement plans.
The third-party record keeper of the Plans is transitioning from John Hancock to Fidelity. In connection with this transition, there will be a “blackout period” starting December 23, 2024 and expected to end the week of January 19, 2025 during which participants in the Plans will not be able to make certain changes with respect to their accounts under the Plans, including directing investment changes, making changes to their contribution rates, and requesting loans or distributions.
Section 306(a) of the Sarbanes-Oxley Act of 2002 and SEC rules thereunder prohibit a company’s directors and executive officers from engaging in transactions in the company’s equity securities during a “pension plan blackout period.” The blackout period relating to the Plans described above triggers the foregoing prohibition. Accordingly, during the blackout period for the Plans, you may not, directly or indirectly, purchase, sell or otherwise acquire or transfer any Company equity security (or any derivatives of a Company equity security), which you acquired in connection with your service and/or employment with the Company in such capacities, subject to certain limited exceptions.
If you have any questions concerning this notice, please contact [*****]@o-i.com.