f8-k.htm


SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC  20549

FORM 8-K

Current Report
Pursuant to Section 13 or 15(D) of the
Securities Exchange Act of 1934

April 27, 2011
(Date of earliest event reported)

BALL CORPORATION
(Exact name of Registrant as specified in its charter)

 
Indiana
  
001-07349
  
35-0160610
  
 
(State of
  
(Commission
  
(IRS Employer
  
 
Incorporation)
  
File No.)
  
Identification No.)
  

10 Longs Peak Drive, P.O. Box 5000, Broomfield, CO 80021-2510
(Address of principal executive offices, including ZIP Code)

(303) 469-3131
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2. below):

□
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
□
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
□
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
□
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


 
 
 


 
Ball Corporation
Current Report on Form 8-K
Dated April 28, 2011


Item 2.02. Results of Operations and Financial Condition

On April 28, 2011, Ball Corporation (the “Company”) issued a press release announcing its first quarter earnings for 2011, which results are set forth in the press release dated April 28, 2011, and attached hereto as Exhibit 99.1.

Earnings information regarding the first quarter 2011, as well as information regarding the use of non-GAAP financial measures, are set forth in the attached press release.

The information in this Report shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 5.07. Submission of Matters to a Vote of Security Holders

On April 27, 2011, the Company held its Annual Meeting of Shareholders (“Annual Meeting”). Following are the results of the matters voted on by shareholders at the Annual Meeting:

 
1.
Election of Directors.

Director
For
Withheld
Broker
Non-Votes
       
John A. Hayes
104,674,700
38,104,480
8,518,789
George M. Smart
104,499,005
38,280,175
8,518,789
Theodore M. Solso
104,264,127
38,515,053
8,518,789
Stuart A. Taylor II
  91,857,463
50,921,717
8,518,789

 
2.
Ratification of the appointment of PricewaterhouseCoopers LLP as the independent auditor for the Company for 2011.

For
Against
Abstain
Broker
Non-Votes
       
144,268,975
6,593,711
435,282
0


 
 
 


 
 
3.
Approval, by non-binding vote, of the compensation of the Named Executive Officers as disclosed in the Proxy Statement.

For
Against
Abstain
Broker
Non-Votes
       
135,648,899
6,522,795
607,485
8,518,789

 
4.
Recommendation, by non-binding vote, regarding the frequency of the shareholder vote to approve the compensation of the Named Executive Officers .

One Year
Two Years
Three Years
Abstain
Broker
Non-Votes
         
131,245,255
727,855
10,522,532
283,537
8,518,789

 
5.
Proposal to have the Board of Directors adopt a rule to redeem any current or future rights plan unless such plan or amendments to the plan are submitted to a shareholder vote, as a separate ballot item, within 12 months.

For
Against
Abstain
Broker
Non-Votes
       
95,989,074
46,107,440
682,170
8,518,789

 
6.
Proposal to have the Board of Directors take the necessary steps, excluding those that may be taken only by shareholders, to change the Company’s jurisdiction of incorporation to Delaware.

For
Against
Abstain
Broker
Non-Votes
       
61,296,496
80,125,526
1,357,157
8,518,789

Item 9.01. Financial Statements and Exhibits

(d)  Exhibits.

The following is furnished as an exhibit to this report:

 
Exhibit 99.1
Ball Corporation Press Release dated April 28, 2011


 
 
 


 
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.


 
BALL CORPORATION
 
(Registrant)
     
     
 
By:
/s/ Scott C. Morrison
   
Name:
Scott C. Morrison
   
Title:
Senior Vice President and Chief Financial Officer




Date: April 28, 2011


 
 
 


 
Ball Corporation
Form 8-K
April 28, 2011


EXHIBIT INDEX
     
Description
  
Exhibit
     
Ball Corporation Press Release dated April 28, 2011
  
99.1