Ball (BALL) Proxy Filing summary

Executive summary

• Achieved strong financial performance in 2024, with $977M in comparable net earnings, $11.8B in revenue, and $1.96B returned to shareholders through dividends and share repurchases.

• Completed the sale of the aerospace business, focusing the company on aluminum packaging and using proceeds to reduce net debt to EBITDA ratio to 2.5x.

• Launched the Ball Business System and new operating framework to drive process efficiency and cost structure improvements.

• Advanced sustainability initiatives, including a commitment to net zero carbon emissions prior to 2050 and 93% renewable energy coverage at year-end 2024.

• Transitioned the Cups business to a new structure to target different sales channels and free up capital for higher-return projects.

Voting matters and shareholder proposals

• Shareholders will vote on: election of ten directors for one-year terms, ratification of PricewaterhouseCoopers LLP as independent auditor for 2025, advisory approval of executive compensation, and an amendment to remove the default board size provision from the Articles of Incorporation.

• All management proposals are recommended for approval by the Board.

Board of directors and corporate governance

• Board consists of ten directors, nine of whom are independent; 40% are women and 30% are ethnically diverse.

• Board committees (Audit, Finance, Human Resources, Nominating/Corporate Governance) are composed exclusively of independent directors.

• Board refreshment includes three new directors in the past five years and a mandatory retirement age of 75.

• Lead Independent Director coordinates activities of independent directors and facilitates CEO succession.

• Annual board and committee self-evaluations and ongoing director training are conducted.