1422

The following table shows, as of March ~~3, 2015,~~6, 2018, the number of shares of Common Stock beneficially owned by each Director; the ~~Company’s~~Company's Chief Executive Officer, Chief Financial Officer and the three other Executive Officers who were the highest paid during ~~2014;~~2017; and all Directors and Executive Officers as a group. The Directors and Executive Officers of the Company have sole voting and ~~investment~~dispositive power with respect to the securities of the Company listed in the table below.

Name

Amount of Common Stock of the Company Owned Beneficially, Directly or Indirectly

Percentage of

Outstanding Shares (1)

Jenne Britell 52,368 *
John Conway (2)
1,537,813 1.1%
Timothy Donahue (2)
258,062 *
Arnold Donald (3)
20,907 *
Gerard Gifford (4) 112,028 *
Thomas Kelly (2) (5)
116,134 *
William Little 42,881 *
Hans Löliger 69,000 *
Raymond McGowan 86,161 *
James Miller 11,371 *
Josef Müller 10,684 *
Thomas Ralph 70,707 *
Caesar Sweitzer 2,284 *
Jim Turner 79,095 *
William Urkiel 34,314 *
Directors and Executive
Officers as a Group of 18 (6)
2,660,601 1.9%


* Less than 1%

~~(1)~~	~~Percentages are derived based upon 139,181,151 shares of Common Stock outstanding as of March 3, 2015.~~
~~(2)~~	Excludes 3,000,000 shares of Common Stock held in the Crown Cork & Seal Company, Inc. Master Retirement Trust on behalf of various Company pension plans (“Trust Shares”). Messrs. Conway, Donahue and Kelly are members of the Benefits Plan Investment Committee of the trust that has sole voting and dispositive power with respect to the Trust Shares, but they disclaim beneficial ownership of the Trust Shares.
~~(3)~~	~~Includes 16,708 shares of Common Stock held in a revocable family trust, of which Mr. Donald is trustee.~~
~~(4)~~	~~Includes 27,000 shares of Common Stock subject to presently exercisable options held by Mr. Gifford.~~
~~(5)~~	~~Includes 40,000 shares of Common Stock subject to presently exercisable options held by Mr. Kelly.~~
~~(6)~~	~~Includes 75,000 shares of Common Stock subject to presently exercisable options held by certain Executive Officers (inclusive of those options listed in the preceding footnotes).~~

John Conway	1,283,239	1.0%
Timothy Donahue (2)	482,801	*
Arnold Donald(3)	20,404	*
Andrea Funk	1,162	*
Gerard Gifford (4)	152,952	*
Thomas Kelly (2)	103,606	*
Rose Lee	3,324	*
William Little	49,701	*
Hans Löliger	72,820	*
James Miller	18,191	*
Josef Müller	17,504	*
Djalma Novaes	54,098	*
Didier Sourisseau	44,388	*
Caesar Sweitzer	9,104	*
Jim Turner	85,915	*
William Urkiel	41,134	*
Directors and Executive
Officers as a Group of 18 (5)	2,483,164	1.8%

* Less than 1%
(1) Percentages are derived based upon 134,301,833 shares of Common Stock outstanding as of March 6, 2018. (2) Excludes 3,000,000 shares of Common Stock held in the Crown Cork & Seal Company, Inc. Master Retirement Trust on behalf of various Company pension plans ("Trust Shares"). Messrs. Donahue and Kelly are members of the Benefits Plan Investment Committee of the trust that has sole voting and dispositive power with respect to the Trust Shares, but they disclaim beneficial ownership of the Trust Shares. (3) Includes 6,898 shares of Common Stock held in a revocable family trust, of which Mr. Donald is trustee. (4) Includes 30,000 shares of Common Stock subject to presently exercisable options held by Mr. Gifford. (5) Includes 40,000 shares of Common Stock subject to presently exercisable options held by certain Executive Officers (inclusive of those options listed in the preceding footnote).

1523

CORPORATE GOVERNANCE

~~CORPORATE GOVERNANCE~~

Meetings of the Board of Directors. In ~~2014,~~2017, there were six meetings of the Board of Directors. Each Director during his or her term of service attended at least 75% of the aggregate meetings ~~held by~~of the Board and byof the committees on which he or she served.

Attendance at the Annual Meeting. Under the ~~Company’s~~Company's Corporate Governance Guidelines, Directors are expected to attend the ~~Company’s~~Company's Annual Meeting of Shareholders. In ~~2014,~~2017, each of the Directors serving on the Board at the time attended the Annual Meeting of Shareholders.

Director Independence. The Board has determined that ~~Jenne Britell,~~ Arnold Donald, Andrea Funk, Rose Lee, William Little, Hans Löliger, James Miller, Josef Müller, ~~Thomas Ralph,~~ Caesar Sweitzer, Jim Turner and William Urkiel are independent under the listing standards of the NYSE. The Board made this determination based on the absence of any of the express disqualifying criteria set forth in the listing standards that require a majority of the Board nominees to be Independent Directors.

In making the foregoing determinations, the Board considered Company payments to the following third parties and the ~~Directors’~~Directors' affiliations with such parties: For Dr. Britell, Chairman of United Rentals – ordinary course of business equipment rentals at various Company plants and also for Dr. Britell, a director of Quest Diagnostics – routine Company employee medical testing. For Mr. Donald, a director of Bank of America Corporation – fees for ordinary course treasury and pension management, foreign currency exchange and commodity hedging services, ~~and~~participation as one of a ~~delay draw term loan provided by~~number of initial purchasers in recent senior note offerings and Bank of America ~~Corporation, as well as Bank of America Corporation’s~~Corporation's participation as one of a number of lenders under the ~~Company’s~~Company's senior secured revolving credit facility and term loans. For Mr. Little – employment of his son-in-law by the Company in a middle management position in Europe. For Mr. Urkiel, a director of Roadrunner Transportation Systems – payment for routine shipping of Company products. None of these transactions fell within the NYSE listing standards disqualifying criteria.

~~John Conway~~Of the remaining Directors, Timothy Donahue is ~~a current~~Chief Executive Officer of the Company and is therefore not independent. John Conway was the Chief Executive Officer of the Company until his retirement at year-end 2015 and is therefore not independent.

Board Leadership and Risk Oversight. Mr. Conway ~~serves as both~~is the non-executive Chairman of the Board. The role of the non-executive Chairman of the Board ~~of Directors and Chief Executive Officer of the Company,~~has been defined to include, among other things:

creating and maintaining an effective working relationship among the Chief Executive Officer and other members of management and the other members of the Board;

providing the Chief Executive Officer ongoing direction as to Board needs, interests and opinions; and

assuring that the Board agenda is appropriately directed to the matters of greater importance to the Company.

Mr. ~~Ralph,~~Little, as ~~the Chairperson~~Chair of the Nominating and Corporate Governance Committee, serves as the Presiding Director of the Board and presides over ~~meetings of the~~ executive sessions of the ~~Non-Management~~Independent Directors. The Board's current leadership structure includes Audit, Compensation and Nominating and Corporate Governance Committees that are each chaired by and composed solely of Independent Directors.

The ~~Board has carefully considered its leadership structure and believes that the Company and its Shareholders are best served by having Mr. Conway serve as both~~roles of Chairman of the Board and Chief Executive Officer ~~because~~are held by two different individuals. The Chairman of the ~~unified leadership and direction this structure gives~~Board, Mr. Conway, presides over meetings of the Board and acts as ~~well as its~~liaison between the Board and Mr. Donahue, the Chief Executive Officers. This structure is tailored to present a single, clear focus for the execution of the Company’s strategic initiatives and business plans. In addition, because Mr. Conway manages the day-to-day operations of the Company andOfficer, who is responsible for ~~executing~~ the ~~Company’s business strategy, the Board believes it is most functional and efficient that Mr. Conway presides at the meetings~~day-to-day management of the ~~Board.~~Company. Moreover, the Board believes that its other structural features, including ten Independent Directors among the slate of ~~eleven~~twelve Directors standing for election at the ~~Company’s~~Company's Annual Meeting, regular meetings of Non-Management Directors in executive session, key committees consisting wholly of Independent Directors and an Independent Presiding Director, provide for substantial independent oversight of the ~~Company’s~~Company's management.

The Board is responsible for providing oversight of the ~~Company’s~~Company's Executive ~~Officers’~~Officers' responsibilities to assess and manage the ~~Company’s~~Company's risk, including its credit risk, liquidity risk, reputational risk and risk from adverse fluctuations in foreign exchange and interest rates and commodity prices. The Board periodically meets in person with the Executive Officers regarding the ~~Company’s~~Company's risks and ways to mitigate such risks. In addition, the Audit Committee periodically reviews with management, internal audit and independent auditors the adequacy and effectiveness of the ~~Company’s~~Company's policies for assessing and managing risk.

Director Stock Ownership, ~~Pledging~~Anti-Pledging and ~~Hedging~~Anti-Hedging. Under the ~~Company’s~~Company's Corporate Governance Guidelines, after five years of service on the Board, Non-Employee Directors are expected to hold Company Common Stock having a market value of at least five times the cash base annual ~~Director’s~~Director's fee. As of March ~~3, 2015,~~6, 2018, each Director with five or more years of service on the Board owned the required minimum level of Common Stock. The ~~Company’s~~Company's Corporate Governance Guidelines ~~also provide that~~prohibit Directors ~~shall not engage in~~and Officers from pledging or hedging transactions relating to Company Common Stock.

Board Committees. The Board has an Executive Committee, an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. The Board has approved written charters for the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee that can be found at http://www.crowncork.com/investors/corporate-governance. Each of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee conducts a self-evaluation and review of its charter annually.

Audit Committee. In ~~2014,~~2017, the Audit Committee had ~~nine~~eight meetings. The Audit Committee provides assistance to the Board in discharging its responsibilities in connection with the oversight of the financial accounting practices and internal controls of the Company and represents the Board in connection with the services rendered by the ~~Company’s~~Company's independent auditors. The current members of the Audit Committee are ~~Dr. Britell~~Ms. Funk and Ms. Lee and Messrs. Müller, ~~Ralph,~~ Sweitzer and Urkiel. ~~Dr. Britell~~Mr. Sweitzer serves as ~~Chairperson~~Chair of the Audit Committee. The Board has determined that the Directors who serve on the Audit Committee are all independent under the listing standards of the NYSE and that ~~Dr. Britell~~Messrs. Sweitzer and ~~Mr.~~ Urkiel are ~~“audit~~"audit committee financial ~~experts”~~experts" within the meaning of SEC regulations.

Compensation Committee. In ~~2014,~~2017, the Compensation Committee had three meetings. The Compensation Committee is responsible for the review of the executive compensation program. The current members of the Compensation Committee are Messrs. Donald, Little, Löliger, Müller and Turner, each of whom is independent under the listing standards of the NYSE. Mr. Löliger serves as ~~Chairperson~~Chair of the Compensation Committee. For further discussion regarding the Compensation ~~Committee’s~~Committee's processes and procedures for the consideration of executive compensation, see ~~“Compensation Discussion and Analysis.”~~the CD&A beginning on page 28.

Nominating and Corporate Governance Committee. There were ~~two~~three meetings of the Nominating and Corporate Governance Committee in ~~2014.~~2017. The Nominating and Corporate Governance Committee is responsible for leading the search for individuals qualified to become members of the Board and recommending to the Board individuals as Director nominees. The Committee also oversees the annual self-evaluation process of the Board and its committees, ~~and the annual evaluation of management by the Board,~~ makes recommendations to the Board regarding the membership of ~~committees of~~ the Board committees and performs other corporate governance functions. The current members of the Nominating and Corporate Governance Committee are Messrs. Little, Löliger, Miller, Turner and ~~Ralph,~~Urkiel, each of whom is independent under the listing standards of the NYSE. Mr. ~~Ralph~~Little serves as ~~Chairperson~~Chair of the Nominating and Corporate Governance Committee.

Consistent with the ~~Company’s~~Company's Corporate Governance Guidelines, the Nominating and Corporate Governance Committee seeks Director nominees committed to upholding the highest standards of personal and professional integrity and representing the interests of all Shareholders, not particular Shareholder constituencies. The Committee identifies nominees for Director by first evaluating the current members of the Board willing to continue in service. In addition, the Committee regularly assesses the appropriate size of the Board, whether any vacancies on the Board are expected because of retirement or otherwise and whether the Board needs Directors with particular skills or experience. To identify and evaluate potential candidates for the Board, the Committee solicits ideas for possible nominees from a number of sources, which may include current Board members, senior-level Company executives and professional search firms. The Committee will also consider candidates properly submitted by Company Shareholders. Candidates for the Board are evaluated through a process that may include background and reference checks, personal interviews with members of the Committee and a review of each ~~candidate’s~~candidate's qualifications and other relevant characteristics. The same identifying and evaluating procedures apply to all candidates for Director, whether submitted by Shareholders or otherwise. ~~While the Nominating and Corporate Governance Committee does not have a written policy with regard to the consideration of diversity in identifying Director nominees, the~~The Nominating and Corporate Governance Committee and the Board desire to maintain the ~~Board’s~~Board's diversity and consider factors such as race, gender, nationality ~~race~~ and ~~gender~~ethnicity, as well as professional backgrounds and geographic and industry experiences. The Committee does not intend to nominate representational Directors but instead considers diversity given the characteristics of the Board in its entirety.

The Company is committed to thoughtful board refreshment and ongoing board succession planning. During the past two years, two new independent directors have been added to the Company's Board of Directors: Rose Lee, who was elected in 2016, and Andrea Funk, who was elected in 2017. Ms. Lee and Ms. Funk were identified by the Nominating & Governance Committee with the assistance of an independent search firm.

Shareholders who wish to suggest qualified candidates may write, via Certified ~~Mail-Return~~Mail – Return Receipt Requested, to the Office of the Secretary, Crown Holdings, Inc., One Crown Way, Philadelphia, PA 19154 (or such other address constituting the Company's principal executive office as may be designated in a subsequent SEC filing) stating in detail the qualifications of the persons they recommend. Shareholders must include a letter from each person recommended affirming that he or she agrees to serve as a Director of the Company if elected by Shareholders. However, through its own resources, the Committee expects to be able to identify an ample number of qualified candidates. See ~~“Questions~~"Questions and Answers About the ~~2015~~2018 Annual ~~Meeting”~~Meeting" for information on bringing nominations for the Board of Directors at the ~~2016~~2019 Annual Meeting.

Executive ~~Sessions.~~Sessions of the Board. Pursuant to the ~~Company’s~~Company's Corporate Governance Guidelines, the Non-Management Directors of the Company meet periodically at regularly scheduled executive sessions without ~~management~~Management Directors. The ~~Chairperson of the Nominating and Corporate Governance Committee serves as~~Chairman or the Presiding Director, atas appropriate, chairs such meetings.

~~Communications with~~Proxy Access. The Board of Directors amended the Company's By-Laws to adopt proxy access in January 2016. The Company's proxy access By-Law permits Shareholders owning 3% or more of the Company's Common Stock for a period of at least three years to nominate up to the greater of 20% of the Board of ~~Directors.~~ ~~Shareholders and other interested parties who wish to send communications on any topic to the Presiding Director, the Independent~~ Directors or the Board as a whole may do so by writing to the Presiding Director, c/o Office of the Secretary, Crown Holdings, Inc., One Crown Way, Philadelphia, PA 19154. Communications will be forwarded to thetwo Directors ~~if they relate to substantive matters~~ and include ~~information, suggestions or comments that~~these nominations in the ~~Presiding Director, with~~Company's proxy materials. The number of Shareholders who may aggregate their shares to meet the ~~assistance of the Corporate Secretary, deems appropriate for consideration by the Directors.~~3% ownership threshold is limited to 20.

Code of Business Conduct and Ethics. The Company has a Code of Business Conduct and Ethics that applies to all Directors and employees. The Code of Business Conduct and Ethics is available on the ~~Company’s~~Company's website at http://www.crowncork.com/investors/~~corporate-governance~~corporate-governance/code-business-conduct-and-ethics. The Company intends to disclose updates to, and waivers of, the Code of Business Conduct and Ethics on the ~~Company’s~~Company's website.

Corporate Responsibility and Sustainability. See "Corporate Responsibility and Sustainability" on page 5 in the Proxy Statement Summary.

Transactions with Related Persons. The Nominating and Corporate Governance Committee is charged with reviewing and approving or ratifying all transactions with related persons by Directors and Executive Officers required to be disclosed under Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended (“("Regulation ~~S-K”~~S-K"). The written Company policy pertaining to related party transactions is included in the ~~Company’s~~Company's Corporate Governance Guidelines.

Shareholder Engagement. See "Shareholder Engagement" on page 4 in the Proxy Statement Summary.

Communications with the Board of Directors. Shareholders and other interested parties who wish to send communications on any topic to the Chairman, the Presiding Director, the Independent Directors or the Board as a whole may do so by writing c/o Office of the Secretary, Crown Holdings, Inc., One Crown Way, Philadelphia, PA 19154 (or such other address constituting the Company's principal executive office as may be designated in a subsequent SEC filing). Communications will be forwarded to the Directors if they relate to substantive matters and include information, suggestions or comments that the Chairman or Presiding Director, with the assistance of the Corporate Secretary, deems appropriate for consideration by the Directors.

Company Website. The ~~Company’s~~Company's Corporate Governance Guidelines and the Charters of the Audit, Compensation and Nominating and Corporate Governance Committees are available on the ~~Company’s~~Company's website at http://www.crowncork.com/investors/corporate-governance.

1927

COMPENSATION DISCUSSION AND ANALYSIS

~~COMPENSATION DISCUSSION AND ANALYSIS~~

This Compensation Discussion and Analysis (“("CD~~&A”~~&A") provides an overview of the ~~Company’s~~Company's executive compensation program together with a description of the material factors underlying the decisions that resulted in the compensation provided for ~~2014~~2017 to the ~~Company’s~~Company's Chief Executive Officer ~~(“CEO”~~("CEO"), the ~~Company’s~~Company's Chief Financial Officer and the other three Executive Officers who were the highest paid during ~~2014~~2017 (collectively, ~~“Named~~"Named Executive ~~Officers”~~Officers" or ~~“NEOs”~~"NEOs"). The names of the ~~Company’s 2014~~Company's 2017 NEOs and their titles at year-end are:

~~John W. Conway~~Timothy J. Donahue – ~~Chairman of the Board~~President and Chief Executive Officer

Thomas A. Kelly – Senior Vice President and Chief Financial Officer

~~Timothy J. Donahue~~Gerard H. Gifford – Executive Vice President and Chief Operating Officer⁽¹⁾

Didier Sourisseau – President – European Division ⁽²⁾

~~Raymond L. McGowan~~Djalma Novaes – President – Americas Division

____________________

(1)	·Mr. Gifford became the Company's Executive Vice President and Chief Operating Officer on April 1, 2017. Prior to April 1, 2017, Mr. Gifford held the position of President – European Division.

(2)	~~Gerard H. Gifford~~ –Mr. Sourisseau became the Company's President – European Division on April 1, 2017. Prior to April 1, 2017, Mr. Sourisseau held the position of Senior Vice President – Food Europe.

The following discussion and analysis contains statements regarding individual and Company performance targets and goals. These targets and goals are disclosed in the limited context of the ~~Company’s~~Company's compensation programs and should not be understood to be statements of ~~management’s~~management's expectations or estimates of financial results or other guidance. The Company specifically cautions investors not to apply these statements to other contexts.

~~2014~~2017 Say-on-Pay Vote Results. At our Annual Meeting of Shareholders held in April ~~2014,~~2017, we held ~~a non-binding~~an advisory Shareholder ~~say-on-pay~~Say-on-Pay vote on the ~~2013~~2016 compensation of our NEOs. ~~Approximately 97%~~Over 95% of the shares voted at last ~~year’s~~year's Annual Meeting voted ~~“FOR”~~FOR our ~~say-on-pay proposal,~~Say-on-Pay resolution, approving the compensation of our NEOs. The Board's Compensation Committee ~~(“Committee”~~(the "Committee") believes the results of the ~~say-on-pay~~Say-on-Pay vote show strong support for the performance-based and ownership-oriented compensation philosophy that the Committee has ~~utilized and improvements made to the Company’s executive compensation program in 2013 to address shareholder concerns.~~utilized. Accordingly, the Committee did not change its general approach to executive compensation in ~~2014.~~2017. Although the advisory Shareholder vote on executive compensation is non-binding, the Committee will continue to take the outcome of this annual vote into consideration when making compensation decisions for our NEOs.

~~Executive Summary~~. The Company’s executive compensation program is designed to motivate our NEOs to create long-term value for our Shareholders and to efficiently use the Company’s invested capital in order to grow our business. To achieve this objective, our program emphasizes long-term incentives and utilizes equity for the delivery of long-term incentives. In addition, the Company’s annual incentive plan utilizes “at risk” performance-based compensation incentives focused upon the Company’s strategy of driving free cash flow and long-term growth of the Company’s economic profit, which is driven by efficient utilization of capital, gross profit and cash flow from operations.

2028

~~Five-Year Cumulative Total Return~~At-Risk Compensation. . The successful implementation of the Company’s growth strategy has in turn driven the Company’s strong stock performance over the past five years, as indicated in the Comparative Stock Performance Graph below. The Company’s compounded annual increase in stock price over the five-year period was 14.8%. The graph compares the cumulative yearly total return on the Company’s Common Stock against the cumulative yearly total return of the S&P 500 Index and the Dow Jones “U.S. Containers & Packaging” Index for the five-year period.

~~COMPARATIVE STOCK PERFORMANCE~~ ~~(a)~~

~~Comparison of Five-Year Cumulative Total Return (b)~~

~~Crown Holdings, S&P 500 Index, Dow Jones “U.S. Containers & Packaging” Index (c)~~

~~(a)~~	The Comparative Stock Performance Graph is not deemed filed with the SEC and shall not be incorporated by reference in any of the Company's filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any such filings.

~~(b)~~	~~Assumes that the value of the investment in Crown Holdings Common Stock and each index was $100 on December 31, 2009 and that all dividends were reinvested.~~

~~(c)~~	Industry index is weighted by market capitalization and, as of December 31, 2014, was comprised of Crown Holdings, AptarGroup, Avery Dennison, Ball, Bemis, Berry Plastics, Graphic Packaging, Greif, MeadWestvaco, Owens-Illinois, Packaging Corp. of America, RockTenn, Sealed Air, Silgan and Sonoco.

~~Pay-for-Performance~~. Our executive compensation program is based on our ~~“pay-for-performance”~~"pay-for-performance" philosophy, as outlined in the following ~~table.~~table, with the majority of our NEOs' total direct compensation "at risk" and tied to the accomplishment of performance objectives.

Compensation Element	Basis for Measurement	Alignment with ~~Pay-for-Performance~~Pay-for- Performance Philosophy
Annual Cash Compensation
Base Salary	Individual performance ~~and contribution~~ based on primary duties and responsibilities and market competitiveness.	Competitive compensation required to attract and retain highly qualified executives.
Annual Incentive Bonus	Economic profit and modified operating cash flow.	Use of economic profit and modified operating cash flow ~~as performance measures~~metrics drives ~~the Company’s~~ long-term operating performance and ~~is closely correlated with~~ long-term ~~increase~~increases in Shareholder value.
Long-Term Equity Compensation
Performance-Based Restricted Stock Awards (approximately two-thirds of total long-term equity compensation)	Total shareholder return relative to industry peer group over three-year period. Beginning with 2017 grants, in addition to total shareholder return, return on invested capital is used as a second performance metric.	Provides incentive to outperform and deliver superior ~~shareholder~~Shareholder returns relative to ~~peers. Denominating grants in~~peers and to efficiently utilize the ~~form of Company Common Stock aligns~~Company's capital. Aligns NEOs with interests of Shareholders and promotes commitment to the long-term performance of the Company.
Time-Based Restricted Stock Awards (approximately one-third of total long-term equity compensation)	~~Market analysis of target compensation for applicable position.~~	~~Compensation provided in the form of Company Common Stock aligns~~ Long-term stock price appreciation.	Aligns NEOs with interests of Shareholders and promotes commitment to the long-term performance of the Company.

~~At-Risk Compensation~~. Consistent with our “pay-for-performance” philosophy, our executive compensation program emphasizes “at risk” compensation and stock ownership. The majority of our NEOs’ total direct compensation is tied to the accomplishment of performance objectives.

The allocation of ~~2014~~2017 total direct compensation for our CEO and for our other NEOs among these various components is set forth in the ~~following graphs~~materials on page 7 in the Proxy Statement Summary that highlight the ~~Company’s~~Company's emphasis on ~~“at risk”~~"at risk" and equity-based compensation.

~~Recent Program Highlights. In addition to considering the results~~Pay-for-Performance Alignment – Forfeiture of ~~our Shareholders’ annual say-on-pay votes and Shareholder and proxy advisory service feedback, we continually monitor our~~Performance Shares. The Company's executive compensation program asis designed to ~~competitiveness with~~motivate our ~~peer~~NEOs to create long-term value for our Shareholders and to efficiently use the Company's invested capital in order to grow our business. To achieve these objectives, our program emphasizes long-term performance-based incentives that are based, in part, upon total shareholder return relative to a group ~~as described below. We also monitor~~of industry peers. Notwithstanding the Company's total shareholder return of 53% over the five-year measurement period for the three most recently completed annual performance periods, because this return underperformed our ~~compensation program with respect to best practices, and~~industry peers, NEOs forfeited 67% of the performance-based shares vesting over the last ~~several years we have taken~~three years. (For further detail, see page 6 in the ~~following actions:~~

~~Reduced the benchmarking of our CEO’s compensation from the 75~~th ~~to the 50~~th ~~percentile of our peer group.~~

Amended our Economic Profit Incentive Plan (the “EP Plan”) to eliminate carry-forward of economic profit earned but not eligible for inclusion in bonus payment calculations because of the annual cap on bonus payments or the Committee’s discretionary decision not to pay bonuses otherwise earned.

~~Amended our EP Plan to eliminate individual qualitative factors in determining our executives’ bonuses.~~

~~Amended our CEO’s employment agreement to eliminate his tax gross-up and walk away rights.~~

~~Revised our anti-pledging and anti-hedging policies to completely prohibit our Officers and Directors from pledging or hedging Company Stock.~~

~~Eliminated tax gross-up provisions from new executive employment agreements.~~

Established stock ownership guidelines for our NEOs under which our CEO is expected to own Company Common Stock equal in value to six times his annual base salary and the other NEOs are expected to hold Common Stock equal to three times their annual base salaries.

Adopted a minimum holding period policy applicable to restricted stock under which the NEOs are required to retain 50% of the after-tax value of any Common Stock received as the result of a restriction lapse for a period of at least two years.

~~Adopted a recoupment or “clawback” policy with respect to the non-equity incentive bonus plan for NEOs.~~

~~Changed the allocations under the Company’s long-term incentive plan so that the value of the awards of restricted stock is targeted to be two-thirds performance-based and one-third time-based.~~

Utilized tally sheets to review total compensation, the current mix of compensation, issues of internal pay equity, payouts under certain potential termination scenarios and the aggregate value of retirement benefits.

��

~~Eliminated tax gross-up payments in connection with automobile allowances.~~

Proxy Statement Summary.) Such forfeitures display a clear and direct correlation between Shareholder value and our executives' compensation.

Role of the Compensation Committee. The Committee currently comprises ~~four Non-Employee~~five Directors, all of whom are independent under the NYSE listing standards. During ~~2014,~~2017, the Committee members were Hans Löliger ~~(Chairperson)~~(Chair), Arnold Donald, William Little, Josef Müller and Jim Turner. The Committee has responsibility for determining and implementing the ~~Company’s~~Company's philosophy with respect to executive compensation. To implement this philosophy, the Committee oversees the establishment and administration of the ~~Company’s~~Company's executive compensation program. The Committee operates under a written charter adopted by the Board of Directors. A copy of this charter is available on the ~~Company’s~~Company's website at http://www.crowncork.com/investors/~~corporate-governance~~corporate-governance/compensation-committee-charter.

Compensation Philosophy and Objectives. The Committee maintains a ~~“pay-for-performance”~~"pay-for-performance" philosophy toward executive compensation. One of the guiding principles of this ~~“pay-for-performance”~~"pay-for-performance" philosophy is that the executive compensation program should enable the Company to attract, retain and motivate a team of highly qualified executives who will create long-term value for the Shareholders. To achieve this objective, the Committee has developed an executive compensation program that is ownership-oriented and that rewards the attainment of specific annual ~~long-term~~ and ~~strategic~~long-term goals that will result in improvement in total shareholder return. To that end, the Committee believes that the executive compensation program should include both cash and equity-based compensation that rewards specific performance by the Company. In addition, the Committee continually monitors the effectiveness of the program to ensure that the compensation provided to executives remains competitive relative to the compensation paid to executives in a peer group comprising select container and packaging industry and other manufacturing companies.

The Committee annually evaluates the components of the compensation program as well as the desired mix of compensation among these components. The Committee believes that a substantial portion of the direct compensation paid to the ~~Company’s~~Company's NEOs should be at risk, contingent on the ~~Company’s~~Company's operating and stock market performance. Consistent with this philosophy, the Committee will continue to place significant emphasis on stock-based ~~compensation~~ and performance-based ~~pay~~compensation in an effort to more closely align compensation with Shareholder interests and increase ~~executives’~~executives' focus on the ~~Company’s~~Company's long-term performance. Accordingly, the annual incentive bonus is ~~largely~~ determined by operating metrics that drive long-term growth and Shareholder value, and approximately two-thirds of the value of the restricted stock granted in 2017 under the ~~Company’s~~Company's long-term incentive plan is tied to performance of the ~~Company’s~~Company's total shareholder return versus that of a peer ~~group.~~group and return on invested capital versus the Company's projected three-year average of return on invested capital.

Stock Ownership Guidelines and Share Retention Policy. Consistent with the ~~Committee’s~~Committee's stock ownership-oriented compensation philosophy and its focus on long-term performance, the Company maintains stock ownership guidelines under which our NEOs are expected to own Company Common Stock with a minimum value equal to the applicable multiple of base salary set forth in the following table.

Stock Ownership Guidelines Applicable to NEOs
Position	Multiple of Base Salary
CEO	6x
All other NEOs	3x

Until the ownership requirement is satisfied, an NEO is required to retain 50% of the after-tax value of any Common Stock received as the result of an option exercise or ~~restriction lapse.~~vesting of restricted shares. At year-end, all of the NEOs either owned more than the minimum level of Common Stock or were otherwise in compliance with the stock ownership guidelines.

~~Minimum Post-Vesting Holding Period for Restricted Stock~~Prohibition of Hedging and Pledging. ~~. The Company also maintains a minimum holding period policy applicable to restricted stock~~Under the Company's Corporate Governance Guidelines, the Company's Directors and Officers may not engage in hedging transactions with respect to ~~which the restriction has lapsed. Under this policy, the NEOs are required to retain 50% of the after-tax value of any Common Stock received~~Company securities and may not pledge Company securities as ~~the result of a restriction lapse~~collateral for a ~~period of at least two years. An NEO who has already satisfied the stock ownership guideline must still retain 50% of the after-tax value of newly unrestricted shares for at least two years.~~loan or otherwise use Company securities to secure a debt.

Committee Process. The Committee meets as often as necessary to perform its duties and responsibilities. During ~~2014,~~2017, the Committee met three times. The Committee usually meets with the CEO and, when appropriate, with other Company Officers and outside advisors. In addition, the Committee periodically meets in executive session without management present.

Setting of Meeting Agenda. The ~~Committee’s~~Committee's meeting agenda is normally established by the Committee ~~Chairperson~~Chair in consultation with the CEO and the Vice President of Human Resources. Committee members receive and review materials in advance of each meeting. Depending on the ~~meeting’s~~meeting's agenda, such materials may include: financial reports regarding the ~~Company’s~~Company's performance, reports on achievement of corporate objectives, reports detailing ~~executives’~~executives' stock ownership and stock awards and information regarding the compensation programs and compensation levels of certain peer group companies.

Use of Tally Sheets. The Committee reviews tally sheets when setting annual compensation for the NEOs. These tally sheets allow the Committee to review each ~~NEO’s~~NEO's compensation on an aggregate basis and to see how a change in any one component affects each ~~NEO’s~~NEO's total compensation. For ~~2014,~~2017, the Committee used the tally sheet information to review total compensation, the current mix of compensation (e.g., cash versus equity), issues of internal pay equity, total value of Company stock held by each NEO, payouts under certain potential termination scenarios and the aggregate value of retirement benefits.

Retention of Compensation Consultants. The ~~Committee’s~~Committee's charter authorizes the Committee, in its sole discretion, to retain, oversee and terminate consultants to assist it in the evaluation of compensation for the NEOs. The Committee has sole authority to approve the fees and other retention terms of any such consultant.

Role of Executive Officers in Compensation Decisions. The Committee makes all decisions regarding the ~~CEO’s~~CEO's compensation. Decisions regarding the compensation of other NEOs are made by the Committee in consultation with, and upon the recommendation of, the CEO. In this regard, the CEO provides the Committee evaluations of business goals and objectives and executive performance and recommendations regarding salary levels, equity grants and other incentive awards.

Executive Compensation Consultant. Pursuant to its authority under its charter to retain compensation consultants, the Committee engaged Pay Governance, LLC, an executive compensation consulting firm, to act as its independent advisor with respect to ~~2014~~2017 compensation decisions.

Consultant Independence. All services provided by Pay Governance to the Committee are conducted under the direction and authority of the Committee, and all work performed by Pay Governance must be pre-approved by the Committee. Pay Governance does not provide any other services to the Company, and ~~does not~~neither Pay Governance nor the individuals who provide services to the Company own any shares of the ~~Company’s~~Company's stock. There are no personal or business relationships between the Pay Governance consultants and any executive of the Company. In addition, there are no personal relationships between the Pay Governance consultants and any member of the Committee. Pay Governance maintains a detailed conflict of interest policy in order to ensure that compensation committees receive conflict-free advice.

Use of Benchmarking. In advising the Committee regarding ~~2014~~2017 compensation for our NEOs, Pay Governance developed competitive compensation levels by establishing a benchmark match for each NEO position in the competitive market. Competitive levels were developed for the following elements of pay:

base salary

target annual incentive

target total cash compensation (base salary plus target annual incentive)

long-term equity incentives

target total direct compensation (target total cash compensation plus the value of long-term equity incentives)

Peer Group Composition. In establishing its benchmarks for each of the NEOs, ~~except Mr. Donahue,~~ Pay Governance gathered data for ~~the 18~~17 public companies, or divisions of public companies, defined as the ~~“Peer~~"Peer Group.”" Members of the Peer Group are manufacturing companies of similar scope and are generally from the following three categories: (i) ~~business competitors,~~other packaging companies, (ii) current or potential suppliers to the Company and (iii) current or potential ~~customers.~~customers of the Company. The Peer Group comprises the following companies:

· Avery Dennison Corporation	· ~~H. J. Heinz Company~~
· ~~Ball Corporation~~	· ~~MeadWestvaco Corporation~~
· ~~Bemis Company~~	·Nestlé USA
·Ball Corporation	· Owens-Illinois
·Bemis Company	·PPG Industries
·Campbell Soup Company	· ~~Owens-Illinois~~
· ~~Colgate Palmolive Company~~	· ~~PPG Industries~~
· ~~Dean Foods Company~~	·S.C. Johnson & Son
·Colgate Palmolive Company	· Sealed Air Corporation
·Dean Foods Company	·The Sherwin-Williams Company
·Dr Pepper Snapple Group	· ~~Sealed Air~~United States Steel Corporation
· Eastman Chemical Company	· ~~The Sherwin-Williams Company~~WestRock
· Greif	· ~~United States Steel Corporation~~

Specific benchmark levels were developed using regression analysis to size-adjust the market data to reflect the ~~Company’s~~Company's corporate revenue or the individual business unit revenue, when appropriate. To provide a broader frame of reference, Pay Governance also analyzed each NEO position against data from general industry. In establishing its benchmarks for Mr. Gifford, who is a U.S. expatriate, Pay Governance used data based on U.S. competitive rates. In establishing its benchmarks for Mr. Donahue, due to a lack of data among Peer Group members, Pay Governance used a broader group of packaging/metals/non-durable goods manufacturing companies. With respect to Mr. Donahue, the term “Peer Group” as used herein refers to that broader group of companies.

Compensation Strategy for CEO. The evaluation of the ~~CEO’s~~CEO's performance and the setting of his compensation is one of the fundamental duties of the Committee. In determining the CEO's direct compensation for 2017, the Committee evaluated the CEO's performance and the Company's performance in the prior year and since Mr. Donahue became CEO in 2016. In evaluating the ~~CEO’s~~CEO's performance, the Committee considered the ~~Company’s~~Company's overall financial, operational and strategic ~~performance.~~

results. In ~~determining~~addition, the CEO’s direct compensation for 2014, the Committee evaluated the CEO’s performance and the Company’s performance in the prior year, as well as performance since Mr. Conway’s election as CEO in 2000. The Committee continued to focus upon the ~~Company’s~~Company's improvement during Mr. ~~Conway’s~~Donahue's tenure in several key metrics that the Committee believes are essential to increase Shareholder value, including:

~~Acquisition~~Successful integration of ~~Mivisa~~Empaque and expansion in Mexico. During 2016, Mr. Donahue oversaw the successful integration of Empaque, a leading beverage packaging company in Mexico. The Company's acquisition of Empaque in 2015 has expanded the Company's geographic footprint, provided access to high performing assets and reduced costs. Under his leadership, the Company ~~completed negotiations~~has continued to ~~acquire Mivisa~~substantially expand its footprint in ~~2013, and the acquisition closed in 2014, substantially increasing the Company’s presence in the European food can market.~~Mexico.

Strong cash flow ~~generation.~~ generation. Cash flow from operations ~~was $912 million in 2014 and $1,797 million in aggregate for 2014 and 2013, enabling~~remains strong which enabled the Company to ~~reinvest $603 million in capital projects over the two years~~reduce debt and ~~repurchase approximately 7 million shares of Company Common Stock.~~return significant value to our Shareholders through share repurchases.

Investment in growth ~~markets.~~ markets. The Company has ~~grown~~expanded significantly in a number of growth markets important to its future, including in Asia ~~South America~~ and ~~Eastern Europe. These~~Latin America. Mr. Donahue has continued to lead the Company in developing its global organic growth initiatives in both emerging and developed markets ~~now account for over 50% of~~such as Cambodia, Turkey, Mexico, Myanmar, Indonesia, Colombia, France and the ~~Company’s global beverage can unit volumes.~~United States.

~~Shareholder return.~~ ~~The Company’s total shareholder return has increased substantially since November 2000 when Mr. Conway was elected CEO and the price of the Company’s Common Stock was $8.19 per share.~~

CEO Target Compensation. The Committee ~~used~~uses the 50^th percentile of the Peer Group's target total direct compensation as a guidepost in determining NEO compensation. However, the Committee generally targets pay below the median market range for incumbents who have recently been promoted.

When Mr. Donahue began as the Company's CEO in 2016, his compensation for his first year was set at a level below the 25^th percentile of the Peer Group competitive range. As Mr. Donahue's performance has met the expectations of the Board, the Committee, utilizing benchmarking data from its consultant Pay Governance, has moved his compensation in line with the 50^th percentile of the Peer Group competitive range.

The specific components of Mr. Donahue's 2017 compensation were set as ~~a guidepost in determining our CEO’s target total direct compensation for 2014.~~ follows:

Base Salary	$1,000,000
Target Annual Incentive	1,200,000
Target Long-Term Incentive	5,200,000
Target Total Direct Compensation	7,400,000

In conjunction with the ~~Committee’s~~Committee's emphasis on stock-based compensation, a majority of the ~~CEO’s 2014~~CEO's 2017 target total direct compensation was in the form of Company Common Stock.

Compensation Strategy for NEOs other than the CEO. For ~~2014,~~2017, the Committee generally continued following its market-based compensation strategy for the NEOs other than the CEO:

Pay levels were evaluated relative to the Peer Group as the primary market reference point. In addition, general industry data was reviewed as an additional market reference and to ensure robust competitive data.

Target total cash compensation and target total direct compensation levels were set towards the middle range of the Peer Group. The Committee used the 50^th percentile of the Peer ~~Group’s~~Group's target total cash compensation and target total direct compensation as a market check in determining compensation. However, the 50^th percentile is a guidepost and not an absolute target.

Components of Compensation. For ~~2014,~~2017, the principal components of compensation for NEOs ~~were:~~were base salary, annual incentive bonus, long-term equity incentives, retirement benefits and perquisites.

~~base salary~~

~~annual incentive bonus~~

~~long-term equity incentives~~

~~retirement benefits~~

~~perquisites~~

Base Salary. The Company provides NEOs with base salaries to compensate them for services rendered during the year. The Committee recognizes that competitive salaries must be paid in order to attract and retain ~~high quality~~high-quality executives. Normally, the Committee reviews NEO salaries at the end of each year, with any adjustments to base salary becoming effective on January 1 of the succeeding year. However, under special circumstances, such as a promotion or increased responsibilities, the Committee may act to increase an ~~NEO’s~~NEO's salary during the year.

~~2014~~2017 Base Salaries. The Committee has determined that base salary levels for the NEOs should be targeted towards the middle range of the Peer Group. Consistent with this market-based pay strategy, the Committee approved ~~an increase~~increases in the base salaries of ~~Mr.~~Messrs. Kelly and ~~Mr. Gifford~~Novaes in order to ~~bring~~move them ~~more~~ in line with the middle range of the Peer Group. Mr. Gifford was promoted to Executive Vice President and Chief Operating Officer in 2017. In light of his new role, the Committee set Mr. Gifford's initial compensation near the 25^th percentile of the Peer Group with a plan to increase his compensation closer to the 50^th percentile over time, based on job performance. Base salaries for each of the NEOs for ~~2014~~2017 were as set forth in the following table.

Name	~~2014~~2017 Base Salary
~~John Conway~~Timothy Donahue	$~~1,075,000~~1,000,000
Thomas Kelly	~~480,000~~
~~Timothy Donahue~~	~~615,000~~
~~Raymond McGowan~~	~~595,000~~605,000
Gerard Gifford (1)	~~550,000~~640,000
Didier Sourisseau (2)	501,633
Djalma Novaes	540,000

___________________

(1)	Mr. Gifford was paid a salary of $640,000 in 2017 which was a blend of his base salary as President – European Division prior to his promotion in April 2017 and his annual base salary of $650,000 as Executive Vice President and Chief Operating Officer for the remainder of 2017.

(2)

Mr. Sourisseau was paid a salary of $501,633 in 2017 which was a blend of his base salary as Senior Vice President – Food Europe prior to his promotion in April 2017 and his annual base salary of CHF 500,000 as President – European Division for the remainder of 2017. Mr. Sourisseau's base salary for 2017 set forth in the table above has been converted from Swiss Francs into U.S. Dollars at the 2017 average exchange rate of $1.016.

2834

Annual Incentive Bonus. Annual cash bonuses are included as part of the executive compensation program because, consistent with our ~~“pay-for-performance”~~"pay-for-performance" philosophy, the Committee believes that a significant portion of each ~~NEO’s~~NEO's compensation should be contingent on success in ~~driving~~achieving annual goals that drive the long-term operating performance of the Company. ~~Accordingly, the Company has maintained the Economic Profit~~Our NEOs are eligible for annual cash bonuses under our Annual Incentive Bonus Plan ~~under which~~(the "AIB Plan"). For 2017, our NEOs ~~are~~were eligible to receive annual incentive bonuses ~~based~~under the AIB Plan upon the achievement of specified levels of economic profit and modified operating cash flow. The Committee believes the use of economic profit and modified operating cash flow as key performance measures under the EPAIB Plan drives the ~~Company’s~~Company's long-term operating performance and is closely correlated with long-term increase in Shareholder value. In 2017, the Committee limited the maximum payout under the AIB Plan to two times the target bonus.

~~2014~~2017 Bonus Opportunities and Results. ~~Each year,~~For 2017, the Committee ~~assigns~~assigned each NEO an annual target level ~~of participation in~~under the EPAIB Plan together with a maximum annual bonus opportunity as a percentage of each ~~NEO’s~~NEO's base salary. Based upon the Peer Group information provided by Pay Governance and the consideration of ~~officer~~Officer performance and internal equity, the Committee determined that the target and maximum bonus opportunities for ~~the NEOs~~Messrs. Kelly and Novaes for ~~2014~~2017 should be the same as in ~~2013.~~2016. In moving Mr. Donahue's compensation in line with the 50^th percentile of the Peer Group competitive range, the Committee increased Mr. Donahue's target bonus opportunity from 115% to 120%. For Mr. Gifford, who was promoted to Executive Vice President and Chief Operating Officer in 2017, the Committee increased his target bonus opportunity to 95%. The ~~2014~~Committee moved Mr. Sourisseau's target bonus opportunity to 80% on his promotion to President – European Division. The 2017 minimum, maximum and target bonus opportunities together with actual bonuses paid to the NEOs were as follows.

Name	Minimum Bonus as a Percentage of Base Salary	Maximum Bonus as a Percentage of Base Salary	Target Bonus as a Percentage of Base Salary	Target Bonus Amount	Actual Bonus Amount
Timothy Donahue	0%	240%	120%	$1,200,000	$2,295,600
Thomas Kelly	0%	160%	80%	484,000	925,892
Gerard Gifford (1)	0%	190%	95%	585,125	1,129,958
Didier Sourisseau (2)	0%	160%	80%	353,048	699,726
Djalma Novaes	0%	160%	80%	432,000	635,904

___________________

(1)

Mr. Gifford's target bonus was 80% of Base Salary from January 1, 2017 through March 31, 2017 and was 95% of Base Salary from April 1, 2017 through December 31, 2017. Had Mr. Gifford served as Executive Vice President and Chief Operating Officer for full year 2017, his actual bonus amount would have been $1,181,278.

(2)	Mr. Sourisseau's target bonus was 40% of Base Salary from January 1, 2017 through March 31, 2017 and was 80% of Base Salary from April 1, 2017 through December 31, 2017. Had Mr. Sourisseau served as President – European Division for full year 2017, his actual bonus amount would have been $812,800.

Name
Minimum Bonus as a Percentage of Base Salary Maximum Bonus as a Percentage of Base Salary Target Bonus as a Percentage of Base Salary Target Bonus Amount Actual Bonus as a Percentage of Base Salary Actual Bonus Amount
John Conway 0% 345% 115% $1,236,250 235% $2,530,604
Thomas Kelly 0% 180% 60% 288,000 123% 589,536
Timothy Donahue 0% 285% 95% 584,250 194% 1,195,960
Raymond McGowan 0% 240% 80% 476,000 157% 932,532
Gerard Gifford 0% 240% 80% 440,000 170% 937,640

Performance Measures. Bonus amounts under the EPAIB Plan ~~are~~were based on the following performance measures:

economic profit – defined generally as net operating profit after tax less cost of capital employed as adjusted for certain items, including currency exchange rates and acquisitions/divestitures

modified operating cash flow – defined generally as earnings before interest, taxes, depreciation and amortization reduced by capital spending and adjusted for certain items, including changes in year-end trade working capital ~~and variances in average trade working capital~~

Cost of Capital. For purposes of calculating economic profit under the EPAIB Plan, cost of capital isemployed was defined as the average capital employed multiplied by the average cost of capital. Capital employed iswas generally defined as total assets less non-interest bearing liabilities and is adjusted for certain items. Excluded from capital employed ~~are~~were the following items: investments, net goodwill and intangibles, pension and post-employment assets and liabilities and deferred tax assets and liabilities. Invested capital may also be adjusted for additional capital employed at the direction of the ~~Company’s~~Company's corporate office or in accordance with overall corporate objectives. For ~~2014,~~2017, the EPAIB Plan used a cost of capital of 9%~~. This percentage exceeds~~, which is higher than the ~~Company’s~~Company's actual cost of ~~capital of approximately 7%, which causes attainment of the economic profit target to become more difficult.~~

capital.

Weighting of Performance Measures. At the beginning of ~~each year,~~2017, the Committee ~~determines~~determined target levels of performance for each performance measure. At year-end, the Committee ~~assesses~~assessed the actual results versus the original goals in determining awards. The Committee must approve all awards, and all awards are subject to review and downward discretionary adjustment by the Committee.

An ~~NEO’s~~NEO's actual bonus amount iswas determined by: (i) multiplying the ~~NEO’s~~NEO's target bonus amount by the actual percentage earned for each of the two performance measures, ~~for the applicable year,~~ (ii) weighting each performance measure in accordance with a pre-specified formula, ~~and~~ (iii) adding the results together to determine the overall payout ~~factor. For 2014,~~factor and (iv) if applicable, reducing the ~~two performance measures were weighted as follows: economic profit – 67% and modified operating cash flow – 33%.~~overall payout to the maximum of 200% of the target bonus amount.

As the achievement of each of economic profit and modified operating cash flow ~~increase~~increases in excess of ~~their~~ respective performance targets, the ~~percentages~~percentage of ~~our NEOs’~~each NEOs' target ~~bonuses~~bonus payable with respect to such performance ~~measures~~measure also ~~increase.~~increases. In the case of modified operating cash flow, up to ~~50%~~150% of the target bonus amount will be paid, in incremental increases, as the achievement level increases from 100% to ~~120%~~110% of the performance target. Conversely, the percentage of the target bonus amount payable with respect to modified operating cash flow decreases as achievement falls below 100% of the applicable performance target, with no amount being payable for achievement levels below the threshold of 80% of the applicable performance target. The modified operating cash flow component of the EPAIB Plan iswas determined based upon actual performance compared to a budgeted modified operating cash flow amount.

The economic profit component of the EPAIB Plan iswas determined by relating current-year economic profit to prior years economic profit, adjusted for currency fluctuations. In the case of economic profit, up to 150% of the target bonus amount will be paid, ~~for~~in incremental increases, inas the achievement level increases from 100% to 110% of the performance target. Conversely, the percentage of the target bonus amount payable with respect to economic profit ~~over~~decreases as achievement falls below 100% of the applicable performance target, with no amount being payable for achievement levels below the threshold of 80% of the applicable performance target. ~~To the extent modified operating cash flow is achieved at levels of less than 120% of the performance target, up to 250% of the target bonus amount can be achieved based on economic profit.~~ No portion of the target bonus amount will be paid for economic profit arising from accounting changes or similar non-cash items.

Notwithstanding the ability to earn up to 150% of the target bonus amount under each of the tests (modified operating cash flow and economic profit), the maximum aggregate bonus opportunity is capped at 200% of the target bonus amount for all NEOs.

Setting of Target Performance Levels. Generally, the Committee attempts to set the target performance levels so that the relative difficulty of achieving the targets is consistent among the NEOs in any one year and from year to year. In making this determination the Committee may consider specific circumstances experienced by the Company in prior years or that the Company expects to face in the coming year. For example, with respect to modified operating cash flow, targets may be set below prior year actual results due to the forecasted increase in capital investment required for the ~~Company’s~~Company's expansion in growth markets, higher input costs due to price increases by suppliers, prior ~~years’~~years' actual working capital and variances in average trade working capital.

The economic profit and modified operating cash flow thresholds and targets for ~~2014~~2017 were set at the Company level for the CEO, Chief Operating Officer and Chief Financial ~~Officer~~Officer. For division-level NEOs (Messrs. Sourisseau and atNovaes), upon achievement of certain division-level targets, 80% of the ~~divisional level for~~calculation is based on division-level performance and 20% is based on the ~~other NEOs.~~Company performance. If such targets are not reached, 100% of the calculation is based on division-level performance. The applicable thresholds, targets and actual achievement levels for ~~2014~~2017 are set forth for each NEO in the following table.

Name	Economic Profit (in millions)			Modified Operating Cash Flow (in millions)
Name	Threshold	Target	Actual	Threshold	Target	Actual
Timothy Donahue	$381.9	$477.4	$498.5	$706.0	$882.5	$924.0
Thomas Kelly	381.9	477.4	498.5	706.0	882.5	924.0
Gerard Gifford	381.9	477.4	498.5	706.0	882.5	924.0
Didier Sourisseau (1)	192.9	241.1	244.9	279.4	349.3	385.8
Djalma Novaes (1)	164.3	205.4	194.1	389.6	487.0	534.6

____________________

(1)

The threshold and target numbers for Messrs. Sourisseau and Novaes are their respective division-level numbers. To the extent that Company-level performance is included in computing their actual bonuses as explained above, the applicable threshold and target numbers with respect to Company-level performance are the same as set forth for Messrs. Donahue, Kelly and Gifford.

3037

Name
Economic Profit (in millions) Modified Operating Cash Flow (in millions)
Threshold Target Actual Threshold Target Actual
John Conway $323.4 $404.3 $443.1 $710.1 $887.6 $1,158.6
Thomas Kelly 323.4 404.3 443.1 710.1 887.6 1,158.6
Timothy Donahue 323.4 404.3 443.1 710.1 887.6 1,158.6
Raymond McGowan 138.8 173.5 191.7 273.6 342.0 342.5
Gerard Gifford 152.6 190.8 210.9 257.8 322.2 522.2

~~2014~~2017 Bonus Calculations. Messrs. ~~Conway,~~Donahue, Gifford and Kelly ~~and Donahue~~ received bonuses under the EPAIB Plan equal to ~~205%~~191.3% of their respective target bonus ~~amounts, 50%~~amounts. For Messrs. Donahue, Gifford and Kelly, 97.0% was attributable to modified operating cash flow and ~~155%~~94.3% to economic profit. ~~With respect to the Americas Division,~~ Mr. ~~McGowan~~Novaes received a bonus under the EPAIB Plan equal to ~~196%~~147.2% of his target bonus amount, ~~33%~~118.2% attributable to modified operating cash flow and ~~163%~~29.0% to economic profit. ~~With respect~~None of his bonus was attributable to ~~the European Division,~~Company-level performance. Mr. ~~Gifford~~Sourisseau received a bonus under the EPAIB Plan equal to ~~213%~~196.7% of his target bonus amount, ~~50%~~125.4% attributable to modified operating cash flow and ~~163%~~71.3% to economic profit. Mr. Sourisseau's bonus reflects participation in Company-level performance as described above.

Long-Term Equity Incentives. The Committee believes that equity-based incentives, delivered through annual grants of time-based restricted stock and performance-based restricted stock, are an important link between executive and Shareholder interests. Because the Committee believes that a significant portion of the benefits realized from long-term equity-based incentive grants should require continuous improvement in value created for the Shareholders, approximately two-thirds of the targeted value of stock awards to NEOs is performance-based. For grants in 2016 and prior years, the Company used total shareholder return ("TSR") as the single performance metric for purposes of awarding performance-based shares. However, beginning in 2017, in response to Shareholder feedback regarding the Company's use of a single metric and a market trend away from a single metric, the Committee approved the use of return on invested capital ("ROIC") as a second performance metric to determine vesting of performance-based shares. The Committee believes that the use of this second metric will better align the Company's long-term incentive plan with its peers and with current market practice. Although the Committee may vary the size of annual grants based on the ~~Company’s~~Company's and ~~executive’s~~executive's performance, the total annual equity award granted to each NEO is generally determined based upon the difference between the total direct compensation target established by the Committee, using the competitive market benchmarking and internal factors described above, and the sum of the ~~NEO’s~~NEO's base salary and target annual incentive ~~bonus opportunity.~~bonus. See ~~“Compensation~~"Compensation Strategy for ~~CEO”~~CEO" and ~~“Compensation~~"Compensation Strategy for NEOs other than the CEO.~~” In addition to the annual equity awards, the Committee may approve equity awards for newly hired executives or in recognition of an executive’s promotion or expansion of responsibilities.~~"

Equity awards to NEOs are generally made by the Committee each year in the form of restricted stock as part of the normal annual compensation review cycle. The awards for a particular year generally occur in January or February.

In addition, the Committee may approve equity awards for newly hired executives or in recognition of an executive's promotion or expansion of responsibilities.

The Committee approved the following award structure for ~~2014:~~

2017:

Target Award Levels. Award levels were generally set to deliver target total direct compensation (sum of base salary, annual and long-term equity incentives) atin the middle range of the Peer Group after taking into account the competitive positioning of the ~~executives’~~executives' target total cash compensation.

Performance-Based Restricted Stock. Approximately two-thirds of an ~~NEO’s~~NEO's targeted long-term equity incentive was delivered in performance-based restricted stock, ~~that~~approximately half of which may be earned based ~~upon~~on the ~~Company’s total shareholder return~~Company's TSR relative to a group of industry peers over a three-year performance ~~period.~~period and approximately half of which may be earned based on ROIC over the same three-year performance period relative to the Company's projected three-year average of return on invested capital. A target number of shares was established for ~~2014~~2017 for each NEO, as set forth in the ~~“Grants~~"Grants of Plan-Based ~~Awards”~~Awards" table in the Executive Compensation section below. Actual vesting of performance-based share awards generally will not occur until the third anniversary of the grant date, if at all. The Committee believes that, in addition to linking a substantial portion of our ~~NEOs’~~NEOs' compensation to the long-term performance of the Company, the three-year vesting structure provides a strong retention element because an NEO terminating employment (other than for retirement with Committee approval, disability or death) will leave behind unvested awards.

Time-Based Restricted Stock. Approximately one-third of an ~~NEO’s~~NEO's targeted long-term equity incentive was delivered in time-based restricted stock that vests in equal annual installments over three years from the date of the award in the amounts set forth on the ~~“Grants~~"Grants of Plan-Based ~~Awards”~~Awards" table in the Executive Compensation below.

Industry Peer Group Composition. The Committee believes that for purposes of comparing ~~shareholder returns~~TSR it is appropriate to utilize a recognized publicly available index of container and packaging industry companies as the peer group. As a result, with respect to ~~2014 grants, for~~ determining shareholder return for 2017 grants, the Committee ~~used~~will use the Dow Jones ~~“U.S.~~U.S. Containers & ~~Packaging”~~Packaging Index, currently comprising the Company and the following other companies:

· AptarGroup	· Owens-Illinois
· Avery Dennison Corporation	· Packaging Corporation of America
· Ball Corporation	· ~~RockTenn Company~~
· ~~Bemis Company~~	·Sealed Air Corporation
· ~~Greif~~Bemis Company	· Silgan Holdings
· ~~MeadWestvaco Corporation~~Berry Plastics Group	·· Sonoco Products Company
·Graphic Packaging	·WestRock
·International Paper

Performance Vesting Schedule for TSR-Based Awards. The Committee determined that, for the portion of performance-based shares vesting on the basis of TSR, such shares would ~~be awarded~~vest based ~~upon~~on the following schedule.

TSR Percentile Ranking Versus Peers	~~Share Award as a~~ Percentage of ~~Individual Target~~ Shares Vesting
90^th or Above	200%
75^th – 89^th	150-199%
50^th – 74^th	100-149%
40^th – 49^th	50-99%
25^th – 39^th	25-49%
Below 25^th	0%

Calculation of ~~Total Shareholder Return and NEO Forfeiture of Performance Shares~~TSR. ~~. Total shareholder return~~TSR is calculated by dividing the closing share price of a ~~company’s~~company's common stock on the ending date of the applicable three-year calendar period plus cumulative dividends during such period, if any, by the closing share

price of such ~~company’s~~company's common stock on the beginning date of the applicable period. In the event that the Company's TSR percentile ranking is between the specified percentiles, the vesting percentage is pro-rated on a straight-line basis.

Performance Vesting Schedule for ROIC-Based Awards. The ~~Company’s total shareholder return~~Committee determined that, for the ~~three-year calendar period ended December 31, 2013, was approximately 34% based upon~~portion of performance-based shares vesting on the ~~closing price~~basis of ROIC, such shares would vest on the ~~Company’s Common Stock on such date (i.e., $44.57 per share) compared~~following schedule.

ROIC	Percentage of Shares Vesting
13.7% or Above	200%
12.7%	100%
11.7%	25%
Below 11.7%	0%

Calculation of ROIC. ROIC is calculated by dividing the Company's after-tax segment income from continuing operations, adjusted for pension and post-retirement expenses, by the average invested capital. ROIC is subject to adjustment for foreign exchange, acquisitions and divestitures, and non-recurring and other significant non-operational items. The target is equal to the ~~closing price~~Company's projection of its three-year average of ROIC of 12.7%. The overall range and associated payouts are described below. In the event that the Company's ROIC is between the specified percentiles, the vesting percentage is pro-rated on December 31, 2010 (i.e., $33.38 per share). When compared, however, to the total shareholder return of the other companies in the industry peer group at the time of the award, the Company ranked at the 19th percentile. Therefore, in accordance with the preceding schedule, and notwithstanding the significant increase in the Company’s shareholder return over the period, all performance-based shares scheduled for vesting in 2014 were forfeited by the NEOs.

a straight-line basis.

~~2014~~2017 Long-Term Equity Incentive Awards. The following ~~table sets~~tables set forth the target number of time-based and performance-based restricted shares granted to the NEOs for ~~2014~~2017 as well as the minimum and maximum number of performance-based shares that may vest based on the ~~Company’s total shareholder return~~Company's TSR relative to the industry peer group over the applicable performance ~~period.~~period and ROIC over the same three-year performance period relative to the Company's projected three-year average of ROIC. The ~~table~~tables also ~~sets~~set forth the fair ~~market~~ value of the shares on the date of grant. Fair value on the date of grant was based on a share price of ~~$44.32~~$53.35 for time-based restricted stock and ~~$48.31 for~~the portion of the performance-based restricted stock that vests on the basis of ROIC and $50.54 for the portion of the performance-based restricted stock that vests on the basis of TSR (based on a Monte Carlo valuation model). with respect to the normal annual 2017 grants awarded to Messrs. Donahue, Kelly, Gifford and Novaes. Mr. Gifford received an additional grant and Mr. Sourisseau an initial grant when they were promoted to Executive Vice President and Chief Operating Officer and President – European Division, respectively, in April 2017. With respect to those grants, the fair value on the date of grant was $52.95 per share for time-based shares and ROIC performance-based shares and $50.78 per share for TSR performance-based shares.

Name	Time-Based Restricted Stock
Name	Shares	Award Value
Timothy Donahue	32,490	$1,733,342
Thomas Kelly	6,804	362,993
Gerard Gifford	10,167	541,666
Didier Sourisseau	5,508	291,649
Djalma Novaes	5,904	314,978

Name	Performance-Based Restricted Stock
	TSR-Based Award				ROIC-Based Award
	Target Shares	Award Value	Minimum Shares	Maximum Shares	Target Shares	Award Value	Minimum Shares	Maximum Shares
Timothy Donahue	34,296	$1,733,320	0	68,592	32,490	$1,733,342	0	64,980
Thomas Kelly	7,182	362,978	0	14,364	6,804	362,993	0	13,608
Gerard Gifford	10,709	541,698	0	21,418	10,167	541,666	0	20,334
Didier Sourisseau (1)	5,744	291,680	0	11,488	5,508	291,649	0	11,016
Djalma Novaes	6,233	315,016	0	12,466	5,904	314,978	0	11,808

____________________

(1)

The shares awarded to Messrs. Donahue, Kelly, Gifford and Novaes are unvested restricted shares. Mr. Sourisseau instead receives a commitment for a future award of deferred shares that are to be issued subject to the same time-based and performance-based conditions as relate to the restricted stock granted to the other NEOs and that are to be issued at the same time that restricted shares are vested for the other NEOs. For ease of reference, this document uses the term "restricted shares" for all shares, whether restricted or deferred.

Name Time-Based Restricted Stock Performance-Based Restricted Stock
Shares
Award
Value
Target Shares Award Value Minimum Shares Minimum Value Maximum Shares Maximum Value
John Conway 44,666 $1,979,597 81,953 $3,959,153 0 0 163,906 $7,918,306
Thomas Kelly 6,137 271,992 11,261 544,008 0 0 22,522 1,088,016
Timothy Donahue 11,564 512,516 21,217 1,024,984 0 0 42,434 2,049,968
Raymond McGowan 9,737 431,544 17,867 863,152 0 0 35,734 1,726,304
Gerard Gifford 9,018 399,678 16,546 799,322 0 0 33,092 1,598,644
Pay-for-Performance Alignment - NEO Forfeiture of Performance-Based Shares. Notwithstanding positive shareholder return totaling 53% over the 2013 to 2017 time period that comprised the cumulative performance period for the 2013, 2014 and 2015 performance share grants, the Company's NEOs nevertheless forfeited 67% of the performance-based shares that were granted in 2013, 2014 and 2015 and were eligible to vest in 2016, 2017 and 2018. The Committee views this as demonstrative of the Company's "pay-for-performance" philosophy. See "Pay for Performance – NEO Forfeiture of Performance Based Shares" on page 6 in the Proxy Statement Summary.

Retirement Benefits. To attract and retain highly qualified senior executives and as an incentive for long-term employment, the Company maintains a number of retirement plans.

U.S. Pension Plan. In the United States, the Company maintains a defined benefit pension plan ~~(“U.S.~~(the "U.S. Pension ~~Plan”~~Plan") for certain eligible employees in which all NEOs except Mr. Sourisseau participate. The U.S. Pension Plan is designed and administered to qualify under Section 401(a) of the ~~U.S.~~ Internal Revenue Code of 1986, as amended ~~(“Code”~~(the "Code"). The U.S. Pension Plan provides normal retirement benefits at age 65 based on the average of the five highest consecutive years of earnings in the last ten years prior to employment termination. For purposes of the U.S. Pension Plan, earnings consist of salary excluding any bonus. These average earnings are multiplied by 1.25% and by years of service, which yields the annual Company-funded pension benefit. Under U.S. federal law for ~~2014,~~2017, benefits from the U.S. Pension Plan are limited to ~~$210,000~~$215,000 per year and may be based only on the first ~~$260,000~~$270,000 of an ~~employee’s~~employee's annual earnings.

3341

Senior Executive Retirement Plan. Because of the benefit limits under the U.S. Pension Plan described above, the Company provides additional retirement benefits to the NEOs under the Senior Executive Retirement Plan ~~(“SERP”~~("SERP"). The annual benefit for executives eligible to participate in the SERP is based upon a formula equal to (i) ~~2.25% in the case of Mr. Conway and~~ 2.0% ~~in the cases of the other NEOs~~ of the average of the five highest consecutive years of earnings (consisting of salary and bonus, but excluding stock compensation, and determined without regard to the limits imposed on tax-qualified plans) during the last 10 years of employment times years of service up to twenty years plus (ii) ~~1.67% in the case~~1.45% of ~~Mr. Conway and 1.45% in the cases of the other NEOs of~~ such average earnings for the next fifteen years plus (iii) at the discretion of the Committee, 1% of such average earnings for years of service beyond thirty-five years less (iv) Social Security old-age benefits (and similar benefits provided in foreign jurisdictions) attributable to employment with the Company and the Company-funded portion of the ~~executive’s Pension Plan benefits and, in the case of Mr. Conway, his benefits under the 401(k) Retirement Savings Plan and, in~~executive's pension plan benefits. In the case of Mr. Gifford, the SERP is reduced by his benefits under the ~~Company’s~~Company's Restoration Plan ~~(as described~~(described below).

The NEOs who earned a vested benefit under the SERP on or before December 31, 2004 may, with respect to that part of the benefit earned on or before December 31, 2004, elect to take all or part of such annual retirement benefit in a lump sum at retirement, the amount of which is determined by calculating the present value of the actuarially determined future annual payments. All benefits earned under the SERP ~~after December 31, 2004~~ are paid in a lump sum. If an NEO with a vested retirement benefit under the SERP dies prior to termination of employment, the ~~NEO’s~~NEO's surviving spouse will be entitled to a 50% survivor benefit. The SERP also provides a lump-sum death benefit of five times the annual retirement benefit.

SERP participants vest in their benefits at the earliest of five years of participation, specified retirement dates, total disability or upon a ~~“change~~"change in ~~control”~~control" of the Company. Messrs. Donahue and Gifford are vested.

Restoration Plan. Prior to participating in the SERP, Mr. Gifford became a participant in the ~~Company’s~~Company's Restoration Plan. Participants in the Restoration Plan receive supplemental retirement benefits equal to the difference between (i) the benefits that they would have accrued under the U.S. Pension Plan if their target bonus amounts were included in compensation for purposes of calculating their benefits under that Plan and if certain statutory benefit limits did not apply and (ii) the benefits that they actually accrue under the U.S. Pension Plan. As described above, the benefits to which Mr. Gifford is entitled under the SERP will be offset by the benefits to which he is entitled under the Restoration Plan.

U.S. Defined Contribution Plan. The Company also maintains a tax-qualified 401(k) Retirement Savings Plan to which all U.S. salaried employees, including all NEOs except Mr. Sourisseau, are able to contribute a portion of their salaries on a pre-tax basis. Subject to certain Code limits, the Company will match 50% of the first 3% of ~~pay~~salary that is contributed to this 401(k) plan.

Swiss Pension Plan. Mr. Sourisseau participates in a pension plan maintained for the benefit of certain Company employees in Switzerland (the "Swiss Pension Plan"). For each year Mr. Sourisseau participates in the Swiss Pension Plan, the Company will contribute an amount on Mr. Sourisseau's behalf equal to 10% times the sum of (i) the lesser of his target bonus and his actual bonus for such year and (ii) his base salary for such year (in each case, reduced in coordination with certain statutory limits). For employees age 55 and older, which age Mr. Sourisseau will reach in 2020, the Company increases its contribution to 12%.

Perquisites. The Company provides the NEOs with a limited number of perquisites and other personal benefits that the Committee believes are reasonable and consistent with its overall compensation program to better enable the Company to attract and retain key executives. An item is a perquisite if it confers a direct or indirect benefit that has a personal aspect, without regard to whether it may be provided for some business reason or for the convenience of the Company, unless it is generally available on a non-discriminatory basis to all employees. An item is not a perquisite if it is integrally and directly related to the performance of the ~~executive’s~~executive's duties. In ~~2014,~~2017, the NEOs were provided, among others, the following perquisites: automobile allowances, insurance coverage and, in certain cases, overseas allowances. The Company revised its policy regarding Company-provided automobiles to eliminate after 2018 Company-provided automobiles for most Corporate Headquarters employees, including Messrs. Donahue, Kelly, Gifford and Novaes.

3442

Severance. The Company has employment agreements with all of the NEOs. In addition to the compensation components listed above, these contracts provide for post-employment severance payments and benefits in the event of employment termination under certain circumstances. For more information regarding these potential severance payments and benefits, see ~~“Employment~~"Employment Agreements and Potential Payments upon ~~Termination.”~~Termination" in the Executive Compensation section below. The Committee believes that these contracts provide an incentive to the NEOs to remain with the Company and serve to align the interests of the NEOs and Shareholders, including in the event of a potential acquisition of the Company.

Tax Deductibility of Executive Compensation. ~~Compensation~~For 2017, compensation paid to our CEO and to each of our three highest paid NEOs other than our Chief Financial Officer will not be deductible for federal income tax purposes to the extent such compensation exceeds $1 million ~~in any year~~ unless such compensation is ~~“performance-based”~~"performance-based" as defined in Section 162(m) of the Code. The Committee has structured performance-based awards to the NEOs under the ~~Company’s~~Company's long-term equity compensation program ~~that~~to qualify for this exemption. In addition, ~~if our Shareholders approve~~under the ~~2015 Annual Incentive Bonus~~AIB Plan, ~~(see Proposal 4 below),~~ the Committee ~~will have the ability to structure~~has structured annual incentive bonuses ~~that also~~to qualify for this exemption. ~~However,~~

The Tax Cuts and Jobs Act, which was passed in December 2017, eliminated the "performance-based" compensation exemption under Section 162(m) of the Code and made several other significant changes to Section 162(m). Therefore, for 2018 and going forward, compensation paid to our CEO, our Chief Financial Officer and to each of our other NEOs will not be deductible for federal income tax purposes to the extent such compensation exceeds $1 million, regardless of whether such compensation would have qualified for the "performance-based" exemption under prior law. Any individual who is a "covered employee" (as defined in Section 162(m) of the Code) in 2017 or becomes a covered employee thereafter will remain subject to the $1 million tax deductibility limit regardless of loss of status as an NEO or termination of employment. The Committee believes that Shareholder interests are best served ~~if its~~by not restricting the Committee's discretion and flexibility in ~~awarding~~structuring compensation programs, even if such compensation results in non-deductible expenses under applicable law. However, consistent with our compensation philosophy of linking pay to performance and aligning executive interests with those of our Shareholders, we currently expect that we will continue to structure our executive compensation program so that a significant portion of total executive compensation is not restricted, even though some compensation awards result in non-deductible compensation expenses. Therefore, the Committee intends to maintain flexibility to pay compensation that is not entirely deductible when sound direction of the Company would make that advisable.performance-based.

COMPENSATION COMMITTEE REPORT

~~COMPENSATION COMMITTEE REPORT~~

The Compensation Committee has reviewed and discussed the foregoing Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with the ~~Company’s~~Company's management. Based on such review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

This report is respectfully submitted on February ~~25, 2015~~21, 2018 by the members of the Compensation Committee.

~~Hans Löliger,~~ ~~Chairperson~~

Hans Löliger, Chair

Arnold Donald

William Little

Josef Müller

Jim Turner

(This Page Intentionally Left Blank)

EXECUTIVE COMPENSATION

~~Summary Compensation Table~~

~~The following table lists certain information regarding compensation earned during the Company’s~~Summary Compensation Table

The following table lists certain information regarding compensation earned during the Company's last three fiscal years by the Company's Chief Executive Officer, Chief Financial Officer and other three Executive Officers who were the highest paid during 2017.

Name and Principal Position	Year	Salary	Stock Awards (1)	Non-Equity Incentive Plan Compensation	Change in Pension Value and Nonqualified Deferred Compensation Earnings (2)	All Other Compensation (3)	Total Compensation

Timothy Donahue	2017	$1,000,000	$5,200,004	$2,295,600	$2,810,148	$634,208	$11,939,960
President and Chief Executive Officer	2016	915,000	5,051,113	2,594,849	1,994,476	419,188	10,974,626
President and Chief Executive Officer	2015	645,000	1,612,495	1,473,235	187,019	38,122	3,955,871

Thomas Kelly	2017	605,000	1,088,964	925,892	1,532,894	307,844	4,460,594
Senior Vice President and Chief Financial Officer	2016	575,000	1,035,302	1,134,360	1,263,055	222,240	4,229,957
Senior Vice President and Chief Financial Officer	2015	528,000	897,576	761,682	591,150	91,490	2,869,898

Gerard Gifford	2017	640,000	1,625,030	1,129,958	2,482,355	995,275	6,872,618
Executive Vice President and Chief Operating Officer	2016	600,000	1,308,274	1,292,640	2,051,731	868,177	6,120,822
Executive Vice President and Chief Operating Officer	2015	578,000	1,260,027	1,387,200	1,707,355	903,153	5,835,735

Didier Sourisseau (4)	2017	501,633	874,978	699,726	2,760,727	617,628	5,454,692
President-European Division

Djalma Novaes	2017	540,000	944,972	635,904	904,365	175,813	3,201,054
President-Americas Division	2016	510,000	892,798	944,928	791,196	137,162	3,276,084
President-Americas Division

(1)

Name and Principal Position
Year Salary
Stock
Awards (1)
Non-Equity Incentive Plan Compensation Change in Pension Value and Nonqualified Deferred Compensation Earnings (2) All Other  Compensation (3) Total Compensation

John Conway 2014 $1,075,000 $5,938,750 $2,530,604 $ 152,315 $    46,126 $ 9,742,795
Chairman of the Board and Chief Executive Officer

2013 1,075,000 5,953,182 1,421,688 0     50,574 8,500,444
2012 1,075,000   6,870,042 2,769,200 118,317 1,312,884 12,145,443
Thomas Kelly 2014 480,000 816,000 589,536 884,838 76,663 2,847,037
Senior Vice President and Chief Financial Officer 2013 450,000 765,000 310,500 1,088,134 279,572 2,893,206
Timothy Donahue 2014 615,000 1,537,500 1,195,960 1,062,484 13,418 4,424,362
President and Chief Operating Officer 2013 615,000 1,537,500 671,888 0 146,634 2,971,022
2012 535,000 1,164,138 958,720 938,654 288,802 3,885,314
Raymond McGowan 2014 595,000 1,294,696 932,532 1,029,918 27,575 3,879,721
President-Americas 2013 595,000 1,294,696 650,692 162,853 109,218 2,812,459
   Division 2012 535,000 1,164,138 492,200 688,938 226,326 3,106,602
Gerard Gifford 2014 550,000 1,199,000 937,640 1,798,318 576,092 5,061,050
President-European Division

2013 506,000 1,103,080 466,735 418,714 425,474 2,920,003

~~(1)~~

The amounts in this column, computed in accordance with current Financial Accounting Standard Board guidance for accounting for and reporting of stock-based compensation, represent the aggregate grant-date fair value of time-based restricted stock and performance-based restricted stock (market condition) awards issued by the Company for the respective fiscal years. The aggregate grant-date fair market values of the time-based restricted stock awards were as follows: Mr. Conway: $1,979,597 for 2014, $1,373,140 for 2013 and $2,290,016 for 2012; Mr. Kelly: $271,992 for 2014 and $255,017 for 2013; Mr. Donahue: $512,516 for 2014, $512,510 for 2013 and $388,044 for 2012; Mr. McGowan: $431,544 for 2014, $431,553 for 2013 and $388,044 for 2012; and Mr. Gifford: $399,678 for 2014 and $367,692 for 2013. The aggregate grant-date fair market values of the performance-based restricted stock, assuming instead that the highest level of performance conditions were to be achieved, would be as follows: Mr. Conway: $7,264,314 for 2014, $9,641,145 for 2013 and $7,790,554 for 2012; Mr. Kelly: $998,175 for 2014 and $1,073,602 for 2013; Mr. Donahue: $1,880,314 for 2014, $2,157,648 for 2013 and $1,320,108 for 2012; Mr. McGowan: $1,583,731 for 2014, $1,816,954 for 2013 and $1,320,108 for 2012; and Mr. Gifford: $1,466,637 for 2014 and $1,548,051 for 2013. If the minimum level of performance conditions were not to be achieved, the value of the performance-based restricted stock awards would be $0 in all cases. Further detail surrounding the shares awarded, the method of valuation and the assumptions made are set forth in Note Q, “Stock-Based Compensation” to the financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014.level of performance conditions were to be achieved, would be as follows: Mr. Donahue: $7,126,066 for 2017, $6,394,453 for 2016 and $2,062,218 for 2015; Mr. Kelly: $1,492,306 for 2017, $1,310,629 for 2016 and $1,147,890 for 2015; Mr. Gifford: $2,224,432 for 2017, $1,656,220 for 2016 and $1,611,428 for 2015; Mr. Sourisseau: $1,191,587 for 2017; and Mr. Novaes: $1,295,018 for 2017 and $1,130,223 for 2016. If the minimum level of performance conditions were not to be achieved, the value of the performance-based restricted stock awards would be $0 in all cases. Further detail surrounding the shares awarded, the method of valuation and the assumptions made are set forth in Note P, "Stock-Based Compensation" to the financial statements in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2017. There can be no assurance that the amounts related to performance-based shares will ever be realized by the NEOs.

(2)

(3)	The amounts in this column for 2017 include the following items:

	T. Donahue	T. Kelly	G. Gifford	D. Sourisseau	D. Novaes

Change in Value of SERP Life Insurance	$561,283	$295,044	$419,675	$515,232	$171,763
FICA on Change in SERP Valuation	43,160	0	154,945	0	0
Automobile Allowance	25,715	8,750	9,115	35,843	0
Defined Contribution Plan Company Contributions *	4,050	4,050	4,050	66,553	4,050
Overseas Housing Allowance	0	0	24,995	0	0
Third Country National Expat Benefits **	0	0	382,495	0	0
Total	$634,208	$307,844	$995,275	$617,628	$175,813

*	See the Retirement Benefits subsection of the Compensation Discussion and Analysis section of this Proxy Statement for a more complete description of the U.S. and Swiss defined contribution benefit plans applicable to the NEOs.

~~(2)~~

The amounts in this column reflect the increase in actuarial present value of defined benefit retirement plans, including supplemental plans, for the respective fiscal years. Actuarial valuations were based on assumptions that were in accordance with the guidelines of FASB Statement of Financial Accounting Standards No. 87, “Employer’s Accounting for Pensions” (“FAS 87”) and that are discussed in Note V, “Pensions and Other Postretirement Benefits” to the financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014. Among the items affecting the change in present value in 2014 were lower discount rates and increased longevity assumptions under revised mortality tables. The change in value for Messrs. Conway and Donahue represents the difference between the highest value disclosed for such benefit in prior years and the value of such benefit at the end of 2014. In 2011, Mr. Conway irrevocably waived his rights to retirement benefits under the Senior Executive Retirement Plan that exceed $32 million.

~~(3)~~

~~The amounts in this column for 2014 include the following items:~~

Third Country National Expat Benefits include $315,814 of tax equalization payments for Mr. Gifford. They also include other payments in accordance with the Company's Third Country National Expat Benefits policy, designed to facilitate employees' relocation overseas and to compensate for higher cost-of-living expenses and income taxes over and above those that the relocated employees would have incurred had they remained in their home countries. Mr. Gifford relocated to the U.S. when promoted to Chief Operating Officer in 2017 and receives no Third Country National Expat Benefits in connection with his present position.

J. Conway T. Kelly T. Donahue R. McGowan G. Gifford

Change in Value of SERP Life Insurance $0 $63,313 $0 $0 $76,916
FICA on Change in SERP Valuation 0 0 3,468 7,225 22,021
Automobile Allowance 26,915 9,450 6,050 16,450 29,429
Life Insurance* 15,311 0 0 0 0
Defined Contribution Plan Company Contributions 3,900 3,900 3,900 3,900 3,900
Overseas Housing Allowance 0 0 0 0 84,690
Third Country National Expat Benefits ** 0 0 0 0 359,136
Total $46,126 $76,663 $13,418 $27,575 $576,092

(4)	Mr. Sourisseau's non-equity compensation for 2017 set forth in the table above has been converted from Swiss Francs into U.S. Dollars at the 2017 average exchange rate of $1.016.

*	~~Life Insurance includes insurance premiums for Mr. Conway under a split-dollar life insurance agreement.~~

Third Country National Expat Benefits include $285,858 of tax equalization payments for Mr. Gifford as well as other payments in accordance with the Company’s Third Country National Expat Benefits policy, designed to facilitate employees’ relocation overseas and to compensate for higher cost-of-living expenses and income taxes over and above those that the relocated employees would have incurred had they remained in their home countries.

Grants of Plan-Based Awards

The following table provides information about the annual incentive bonuses that the ~~Company’s~~Company's NEOs were eligible to receive ~~in 2014~~for 2017 under the ~~Company’s Economic Profit~~Company's Annual Incentive Bonus Plan and stock-based awards granted in ~~2014~~2017 to each of the ~~Company’s~~Company's NEOs under the ~~Company’s 2013~~Company's Stock-Based Incentive Compensation Plan. There can be no assurance that the fair value of the performance-based stock awarded to the ~~Company’s~~Company's NEOs in ~~2014~~2017 will ever be realized by the NEOs. For further information and the assumptions made in determining the grant-date fair values of the stock awards, see ~~“Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies” and~~ Notes A and QP to the ~~Company’s~~Company's financial statements in the ~~Company’s~~Company's Annual Report on Form 10-K for the fiscal year ended December 31, ~~2014.~~2017.

Name	Grant Dates of Equity Awards	Estimated Future Payouts under Non-Equity Incentive Plan Awards (1)			Estimated Future Payouts under Equity Incentive Plan Awards (2)			All Other Stock Awards: Number of Shares of Stock or Units (3)	2014 Grant Date Fair Value of Stock and Option Awards (4) ($)	Grant Dates of Equity Awards	Estimated Future Payouts under Non- Equity Incentive Plan Awards (1)			Estimated Future Payouts under Equity Incentive Plan Awards (2)			All Other Stock Awards: Number of Shares of Stock or Units (3)	2017 Grant Date Fair Value of Stock and Option Awards (4) ($)
Name	Grant Dates of Equity Awards	Minimum ($)	Target ($)	Maximum ($)	Minimum (Shares)	Target (Shares)	Maximum (Shares)			Grant Dates of Equity Awards	Minimum ($)	Target ($)	Maximum ($)	Minimum (Shares)	Target (Shares)	Maximum (Shares)
John Conway	1/03/2014 (5)	0	1,236,250	3,708,750	0	81,953	163,906	44,666	5,938,750
Timothy Donahue										2/28/2017 (5)	0	1,200,000	2,400,000	0	66,786	133,572	32,490	5,200,004
Thomas Kelly	1/03/2014 (6)	0	288,000	864,000	0	11,261	22,522	6,137	816,000	02/28/2017 (6)	0	484,000	968,000	0	13,986	27,972	6,804	1,088,964
Timothy Donahue	1/03/2014 (7)	0	584,250	1,752,750	0	21,217	42,434	11,564	1,537,500
Raymond McGowan	1/03/2014 (8)	0	476,000	1,428,000	0	17,867	35,734	9,737	1,294,696
Gerard Gifford	1/03/2014 (9)	0	440,000	1,320,000	0	16,546	33,092	9,018	1,199,000	2/28/2017 and 4/03/2017 (7)	0	585,125	1,170,250	0	20,876	41,752	10,167	1,625,030
Didier Sourisseau										4/03/2017 (8)	0	353,048	706,096	0	11,252	22,504	5,508	874,978
Djalma Novaes										2/28/2017 (9)	0	432,000	864,000	0	12,137	24,274	5,904	944,972

(1)

These amounts represent the range of annual non-equity incentive bonuses for which the NEOs were eligible in ~~2014~~2017 under the ~~Company’s EP~~Company's AIB Plan. For further information relating to the EPAIB Plan, see ~~“Compensation~~"Compensation Discussion and Analysis – Annual Incentive Bonus.”" For ~~information regarding~~ the actual ~~value of~~ awards earned under the EPAIB Plan for ~~2014,~~2017, see the Summary Compensation Table above.

(2)

These amounts represent the range of stock-based compensation that might be realized under the ~~2014~~2017 performance-based restricted stock awards. The potential payouts are based on performance and are therefore at risk. The performance ~~measures are~~awards make up approximately two-thirds of the stock-based compensation. The first performance measure, representing approximately one-third of the stock-based compensation (or half of the performance-based portion), is based upon the ~~Company’s~~ total shareholder return ~~(“TSR”~~("TSR") achieved by the Company from January 1, 2017 to December 31, 2019 versus the TSR during that same period of a defined peer group of companies that are described in ~~“Compensation~~"Compensation Discussion and Analysis – Long-Term Equity ~~Incentives”~~Incentives" above. The second performance measure, representing approximately one-third of the stock-based compensation (or half of the performance-based portion), is based on the Return on Invested Capital ("ROIC") achieved by the Company from January 1, 2017 to December 31, 2019 compared to the ROIC target established by the Compensation Committee. The vesting of the performance-based shares from the ~~2014~~2017 award will occur in ~~January 2017,~~2020, with the actual number of shares vesting dependent upon the ~~Company’s~~Company's TSR compared to that of the peer ~~group.~~group and performance against the ROIC target. For further details, refer to Note ~~Q, “Stock-Based Compensation”~~P, "Stock-Based Compensation" to the ~~Company’s~~Company's financial statements in its Annual Report on Form 10-K for the fiscal year ended December 31, ~~2014.~~2017. Rights to the performance-based shares are not forfeited upon death or disability and remain subject to attainment of the performance goal. Performance-based shares may not be forfeited upon retirement at the discretion of the Committee and, if not forfeited, remain subject to attainment of the performance goal. ~~Performance-based~~TSR performance-based shares vest upon a ~~“change~~"change in ~~control”~~control" of the Company based ~~upon~~on the ~~Company’s~~Company's TSR as compared to that of the peer group at the time of the ~~“change~~"change in control.”" ROIC performance-based shares vest upon a "change in control" of the Company based on the ROIC of the Company compared to that of the ROIC target from January 1, 2017 until and including the date of the "change in control." Awards to Mr. Sourisseau are deferred shares instead of restricted shares. His shares are issued on the vesting date for restricted shares for the other NEOs. See note (1) on page 41.

(3)

These amounts represent time-based restricted stock awarded in ~~2014.~~2017. Time-based restricted stock vests annually over three years from the date of the award. If a participant terminates employment due to retirement with Committee approval, disability or death, or upon a ~~“change~~"change in ~~control”~~control" of the Company, vesting of the award accelerates.

(4)

These amounts represent the grant-date fair value of time-based restricted stock and performance-based restricted stock awarded in ~~2014.~~2017. The grant-date fair value of the time-based restricted stock and ROIC performance-based shares is the ~~$44.32~~$53.35 per share closing price of the ~~Company’s~~Company's Common Stock on the date of the ~~award.~~award on February 28, 2017. The grant-date fair value of the TSR performance-based shares is ~~$48.31~~$50.54 for the February 28, 2017 awards and is based on a Monte Carlo valuation model. For Mr. Sourisseau's April 3, 2017 award, along with the additional award issued to Mr. Gifford on that date as a result of his promotion to Chief Operating Officer, the grant-date fair value of the time-based restricted stock and ROIC performance-based shares is the $52.95 per share closing price of the Company's Common Stock on that date. The grant-date fair value of the TSR performance-based shares is $50.78 and is based on a Monte Carlo valuation model. The Committee has determined that approximately two-thirds of the targeted value of stock awards to NEOs should be performance-based. In order for the Company in ~~2014~~2017 to deliver two-thirds of the value of an ~~NEO’s~~NEO's targeted long-term equity incentive in performance-based restricted stock, somewhat ~~more~~less than one-third of the total number of shares granted were time-based restricted shares, and somewhat ~~less~~more than two-thirds were performance-based restricted shares because the prescribed valuation methods under FASB ASC Topic 718 result in ~~higher~~lower per unit values for TSR performance-based restricted stock than for time-based restricted stock and ROIC performance-based restricted stock. Further details regarding these shares, the method of valuation and the assumptions made are set forth in Note ~~Q, “Stock-Based Compensation”~~P, "Stock-Based Compensation" to the financial statements in the ~~Company’s~~Company's Annual Report on Form 10-K for the fiscal year ended December 31, ~~2014.~~2017.

(5)

Represents grant to Mr. ~~Conway~~Donahue of ~~126,619~~99,276 shares of stock-based compensation under the 2013 Stock-Based Incentive Compensation Plan. Time-based restricted stock totaling ~~44,666~~32,490 shares vests over a three-year period as follows: ~~14,889~~10,830 shares on ~~January 3, 2015~~February 28, 2018, 2019 and ~~2016 and 14,888 shares on January 3, 2017.~~2020. The remaining ~~81,953~~66,786 shares of performance-based restricted stock vest on ~~January 3, 2017~~February 28, 2020 as follows: 32,490 shares based on the ~~Company’s~~Company's ROIC from January 1, 2017 to December 31, 2019 compared to the established ROIC target; 34,296 shares based on the Company's TSR for that same period versus the TSR of a defined peer group of ~~companies, with the~~companies. The final number of ~~performance~~performance-based shares actually vesting ~~varying~~may vary from 0 to ~~163,906.~~133,572.

(6)

Represents grant to Mr. Kelly of ~~17,398~~20,790 shares of stock-based compensation under the 2013 Stock-Based Incentive Compensation Plan. Time-based restricted stock totaling ~~6,137~~6,804 shares vests over a ~~three year~~three-year period as follows: ~~2,046~~2,268 shares on ~~January 3, 2015~~February 28, 2018, 2019 and ~~2016 and 2,045 shares on January 3, 2017.~~2020. The remaining ~~11,261~~13,986 shares of performance-based restricted stock vest on ~~January 3, 2017~~February 28, 2020 as follows: 6,804 shares based on the ~~Company’s~~Company's ROIC from January 1, 2017 to December 31, 2019 compared to the established ROIC target; 7,182 shares based on the Company's TSR for that same period versus the TSR of a defined peer group of ~~companies, with the~~companies. The final number of performance-based shares actually vesting ~~varying~~may vary from 0 to ~~22,522.~~27,972.

(7)

Represents grant to Mr. ~~Donahue~~Gifford of ~~32,781~~31,043 shares of stock-based compensation under the 2013 Stock-Based Incentive Compensation Plan. Time-based restricted stock totaling ~~11,564~~10,167 shares vests over a three-year period as follows: ~~3,855~~2,770 shares on ~~January 3, 2015~~February 28, 2017 and ~~2016~~2018, and ~~3,854~~2,769 shares on ~~January~~February 28, 2020; 620 shares on April 3, ~~2017. The remaining 21,217~~2018 and 619 shares on April 3, 2019 and 2020. 17,080 shares of performance-based restricted stock vest on ~~January 3, 2017~~February 28, 2020 as follows: 8,309 shares based on the ~~Company’s~~Company's ROIC from January 1, 2017 to December 31, 2019 compared to the established ROIC target; 8,771 shares based on the Company's TSR for that same period versus the TSR of a defined peer group of ~~companies, with~~companies. 3,796 shares of performance-based restricted stock vest on April 3, 2020 as follows: 1,858 shares based on the Company's ROIC from January 1, 2017 to December 31, 2019 compared to the established ROIC target; 1,938 shares based on the Company's TSR for that same period versus the TSR of a defined peer group of companies. The final number of ~~performance~~performance-based shares actually vesting ~~varying~~may vary from 0 to ~~42,434.~~41,752.

(8)

Represents grant to Mr. ~~McGowan~~Sourisseau of ~~27,604~~16,760 shares of stock-based compensation under the 2013 Stock-Based Incentive Compensation Plan. Time-based deferred stock totaling 5,508 shares will be issued over a three-year period as follows: 1,836 shares on April 3, 2018, 2019 and 2020. The remaining 11,252 shares of performance-based deferred stock will be issued on April 3, 2020 as follows: 5,508 shares based on the Company's ROIC from January 1, 2017 to December 31, 2019 compared to the established ROIC target; 5,744 shares based on the Company's TSR for that same period versus the TSR of a defined peer group of companies. The final number of performance-based shares actually issued may vary from 0 to 22,504.

(9)

Represents grant to Mr. Novaes of 18,041 shares of stock-based compensation under the 2013 Stock-Based Incentive Compensation Plan. Time-based restricted stock totaling ~~9,737~~5,904 shares vests over a ~~three year~~three-year period as follows: ~~3,246~~1,968 shares on ~~January 3, 2015~~February 28, 2018, 2019 and ~~2016 and 3,245 shares on January 3, 2017.~~2020. The remaining ~~17,867~~12,137 shares of performance-based restricted stock vest on ~~January 3, 2017~~February 28, 2020 as follows: 5,904 shares based on the ~~Company’s~~Company's ROIC from January 1, 2017 to December 31, 2019 compared to the established ROIC target; 6,233 shares based on the Company's TSR for that same period versus the TSR of a defined peer group of ~~companies, with the~~companies. The final number of performance-based shares actually vesting ~~varying~~may vary from 0 to ~~35,734.~~24,274.

~~(9)~~

Represents grant to Mr. Gifford of 25,564 shares of stock-based compensation under the 2013 Stock-Based Incentive Compensation Plan. Time-based restricted stock totaling 9,018 shares vests over a three-year period as follows: 3,006 shares on January 3, 2015, 2016 and 2017. The remaining 16,546 shares of performance-based restricted stock vest on January 3, 2017 based on the Company’s TSR versus the TSR of a defined peer group of companies, with the final number of performance-based shares actually vesting varying from 0 to 33,092.

3949

Outstanding Equity Awards at Fiscal Year-End

The following table shows the number of shares covered by exercisable and unexercisable options (under ~~“Option Awards”~~"Option Awards") and unvested time-based restricted Common Stock and unvested performance-based restricted Common Stock (under ~~“Stock Awards”~~"Stock Awards") held by the ~~Company’s~~Company's NEOs on December 31, ~~2014.~~2017. These outstanding equity awards have been granted to the ~~Company’s~~Company's NEOs under the ~~Company’s~~Company's 2006 and 2013 stock-based incentive compensation plans.

	Option Awards				Stock Awards
Name	Number of Securities Underlying Unexercised Exercisable Options (Shares)	Number of Securities Underlying Unexercisable Options (Shares)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (1) (Shares)	Market Value of Shares or Units of Stock That Have Not Vested (2) ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (3) (Shares)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (2) ($)
Timothy Donahue					59,245	3,332,531	153,454	8,631,788
Thomas Kelly					13,552	762,300	39,031	2,195,494
Gerard Gifford	30,000		39.77	5/25/2021	18,976	1,067,400	54,140	3,045,375
Didier Sourisseau(4)					8,633	485,606	11,252	632,925
Djalma Novaes					11,759	661,444	33,940	1,909,125

Option Awards Stock Awards
Name

Number
of Securities Underlying Unexercised
Exercisable
Options
(Shares)
Number of Securities Underlying Unexercisable Options (1)
(Shares)
Option
Exercise
Price
($)
Option
Expiration
Date

Number of Shares or Units of Stock That Have Not Vested (2)
(Shares)
Market Value of Shares or Units of Stock That Have Not Vested (3)
($)
Equity Incentive Plan Awards: Number of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested (4) (Shares)
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (3)
($)
John
Conway
90,923 4,627,981 321,859 16,382,623
Thomas Kelly 40,000 23.45 2/20/2017 10,532 536,079 25,139 1,279,575
Timothy
Donahue
24,225 1,233,053 68,642 3,493,878
Raymond
McGowan (5)
21,003 1,069,053 60,888 3,099,199
Gerard Gifford
15,000
12,000

18,000

23.45
39.77
2/20/2017
5/25/2021
17,068 868,761 46,173 2,350,206

(1)	~~Mr. Gifford’s unvested option awards reported under this column vest in equal tranches of 6,000 shares on May 25, 2015, 2016 and 2017.~~

~~(2)~~

These amounts represent outstanding unvested time-based restricted stock ~~awards.~~awards (right to deferred shares in the case of Mr. Sourisseau). Time-based restricted stock vests annually over three years from the date of the award. Accordingly, with respect to awards made in ~~2012,~~2015, the remaining one-third vested on January ~~4, 2015;~~6, 2018; with respect to awards made in ~~2013,~~2016, the second one-third vested on January 8, 2018 and the final one-third will vest on January 8, 2019; and with respect to awards made in 2017, the first one-third vested on February 28, ~~2015~~2018, the second one-third will vest on February 28, 2019 and the final one-third will vest on February 28, ~~2016;~~2020; except that as to a portion of Mr. Gifford's 2017 award and ~~with respect to awards made in 2014,~~all of Mr. Sourisseau's 2017 award, the first one-third ~~vested~~will vest on ~~January~~April 3, ~~2015,~~2018, the second one-third will vest on ~~January~~April 3, ~~2016~~2019 and the final one-third will vest on ~~January~~April 3, ~~2017.~~2020. Mr. Sourisseau also will be issued 3,125 shares on May 14, 2018 under the plan he participated in prior to his promotion to President – European Division. With respect to Mr. Sourisseau, all references to "vesting" herein actually mean issuance of deferred shares. See note (1) on page 41. If a participant terminates employment due to retirement with Committee approval, disability or death, or upon a ~~“change~~"change in ~~control”~~control" of the Company, vesting of the unvested time-based restricted and issuance of the deferred stock awards accelerates to the date of termination.

~~(3)~~(2)

Computed as of December 31, ~~2014.~~2017. The closing price of the ~~Company’s~~Company's Common Stock on December 31, ~~2014~~2017 was ~~$50.90.~~$56.25.

4050

~~(4)~~(3)

These amounts represent outstanding unvested performance-based restricted stock (in Mr. Sourisseau's case, unissued deferred stock) at target levels. The range of shares to be ~~received~~vested (issued, in Mr. Sourisseau's case) is 0 to 200% of the target based on the levels of performance achieved under the ~~2012~~2015 award from January 1, ~~2012~~2015 to December 31, ~~2014,~~2017, under the ~~2013~~2016 award from January 1, ~~2013~~2016 to December 31, ~~2015,~~2018 and under the ~~2014~~2017 award from January 1, ~~2014~~2017 to December 31, ~~2016.~~2019. The number reported does not include any additional shares that may be awarded based upon the ~~Company’s~~Company's performance but does include shares that may be forfeited based on the ~~Company’s~~Company's performance. The vesting date for the performance-based shares awarded in ~~2012~~2015 was January ~~4, 2015. At~~6, 2018. On that ~~time, it was determined that the Company’s total shareholder return versus a defined peer group of companies, which was the performance criterion, placed it in the 44~~th ~~percentile. As a result, the NEOs forfeited approximately 28% of the~~date, all performance-based shares ~~awarded~~were forfeited as follows: for Mr. Donahue – 20,705 shares with a value on December 31, 2017 of $1,164,656; for Mr. Kelly – 11,525 shares with a value on December 31, 2017 of $648,281; for Mr. Gifford – 16,179 shares with a value on December 31, 2017 of $910,069; and for Mr. Novaes – 10,144 shares with a value on December 31, 2017 of $570,600. Mr. Sourisseau did not receive performance-based grants in 2012, notwithstanding the Company’s positive total shareholder return over the three-year performance period of approximately 52%. The vesting dates of the performance-based shares that have not vested are February 28, 2016 with respect2015. For further information relating to the ~~2013 award~~2018 performance-based share vesting, see "Compensation Discussion and ~~January 3, 2017 with respect to the 2014 award.~~Analysis – Long-Term Equity Incentives." Rights to the performance-based shares are not forfeited upon death or disability and remain subject to attainment of the performance goal. Performance-based shares may not be forfeited upon retirement at the discretion of the Committee and, if not forfeited, remain subject to attainment of the performance ~~goal. Performance-based~~goals. TSR performance-based shares vest upon a ~~“change~~"change in ~~control”~~control" of the Company based upon the ~~Company’s~~Company's TSR as compared to that of the peer group at the time of the ~~“change~~"change in control.”

" ROIC performance-based shares vest upon a "change in control" of the Company based upon the ROIC of the Company compared to that of the ROIC target from January 1, 2017 until and including the date of the "change in control."

~~(5)~~(4)

~~On February 26, 2015, in connection with~~All shares listed for Mr. McGowan’s impending retirement from the Company on May 1, 2015, the Company amended its employment agreement with Mr. McGowan in order to extend the period during which Mr. McGowan is prohibited from competing with the Company until December 31, 2017 and to provide for post-employment vesting of certain equity grants previously made to Mr. McGowan.Sourisseau are deferred shares.

4151

Option Exercises and Stock Vested

The following table shows the number of shares of the ~~Company’s~~Company's Common Stock acquired and the actual value received during ~~2014~~2017 upon the exercise of stock options or vesting of stock awards.

	Option Awards		Stock Awards
Name	Number of Shares Acquired on Exercise	Value Realized on Exercise (1) ($)	Number of Shares Acquired on Vesting (2)	Value Realized on Vesting (3) ($)	Option Awards		Stock Awards
John Conway	175,865	6,787,513	57,111	2,539,443
Name					Number of Shares Acquired on Exercise	Value Realized on Exercise (1) ($)	Number of Shares Acquired on Vesting (2)	Value Realized on Vesting (3) ($)
Name							33,104	1,760,660
Thomas Kelly	75,000	2,799,963	2,198	98,954	40,000	1,188,988	13,891	740,101
Timothy Donahue			12,089	538,876
Raymond McGowan			11,391	507,452
Gerard Gifford			4,882	218,589			19,791	1,054,509
Didier Sourisseau							3,125	177,906
Djalma Novaes							3,810	204,009

(1)

The amounts in this column calculate the aggregate dollar amount realized upon exercise by multiplying the number of shares ~~subject to outstanding~~underlying exercised options times the difference between the market price of the underlying Company Common Stock at the date of exercise and the exercise price of such options.

(2)

Amounts in this column include ~~only~~both time-based restricted and performance-based restricted stock that vested in ~~2014. No~~2017. Vested shares included in this column include 14,073 performance-based shares ~~vested under the 2011 award because the Company’s TSR versus the defined peer group of companies, which was a performance criterion, placed it in the 19~~th ~~percentile. Because the percentile was below the 25~~th ~~percentile threshold~~ for ~~the three-year performance period, the NEOs forfeited all of the~~Mr. Donahue, 7,469 performance-based shares ~~awarded in 2011~~for Mr. Kelly and ~~scheduled~~10,975 performance-based shares for ~~vesting in 2014.~~Mr. Gifford. For further information relating to the vesting of performance-based share awards, see ~~“Compensation~~"Compensation Discussion and Analysis – Long-Term Equity Incentives.”

(3)	The amounts in this column are the aggregate dollar amount realized upon vesting, calculated by multiplying the number of shares of stock times the market value of the Company Common Stock at the date of vesting.

4252

Pension Benefits

The following table shows estimated benefits payable upon retirement to the NEOs under the ~~Company’s~~Company's U.S. Pension Plan and Senior Executive Retirement and Restoration Plans, the pension benefits plans maintained by the Company in which the NEOs participate.

~~Name~~	~~Plan~~ ~~Name (1)(2)~~	~~Number of Years Credited Service (3)~~	~~Present Value of Accumulated~~ ~~Benefit (4)(5)~~ ~~($)~~
~~John Conway~~	~~Pension Plan~~ ~~SERP~~	40 40	~~1,574,958~~ ~~32,000,000 (6)~~
~~Thomas Kelly~~	~~Pension Plan~~ ~~SERP~~	23 23	~~669,727~~ ~~1,808,207~~
~~Timothy Donahue~~	~~Pension Plan~~ ~~SERP~~	24 24	~~638,564~~ ~~5,140,744~~
~~Raymond McGowan~~	~~Pension Plan~~ ~~SERP~~	13 13	~~535,019~~ ~~4,342,460~~
~~Gerard Gifford~~	~~Pension Plan~~ ~~SERP/Restoration Plan~~	32 32	~~1,092,642~~ ~~3,977,255~~ ~~(7)~~

Name	Plan Name (1)(2)	Number of Years Credited Service (3)	Present Value of Accumulated Benefit (4)(5) ($)
Timothy Donahue	Pension Plan SERP	27 27	837,498 9,933,453
Thomas Kelly	Pension Plan SERP	26 26	870,391 4,994,642
Gerard Gifford	Pension Plan SERP/Restoration Plan (6)	35 35	1,335,512 9,975,826
Didier Sourisseau	SERP	27	2,760,727
Djalma Novaes	Pension Plan SERP	7 18	217,870 2,668,981

(1)	The U.S. Pension Plan in which ~~the~~all NEOs except Mr. Sourisseau participate is designed and administered to qualify under Section 401(a) of the Code. For further information, see ~~“Compensation~~"Compensation Discussion and Analysis – Retirement Benefits.”"

(2)

The annual benefit for the NEOs under the SERP is based upon a formula equal to (i) ~~2.25% in the case of Mr. Conway and~~ 2.0% ~~in the cases of the other NEOs~~ of the average of the five highest consecutive years of earnings during the last 10 years of service (consisting of salary and bonus, but excluding stock compensation, and determined without regard to the limits imposed on ~~tax qualified~~tax-qualified plans) times years of service up to twenty years plus (ii) ~~1.67% in the case~~1.45% of ~~Mr. Conway and 1.45% in the cases of the other NEOs of~~ such average earnings for the next fifteen years plus (iii) at the discretion of the Compensation Committee, 1% of such average earnings for years of service beyond thirty-five years less (iv) Social Security old-age benefits (and similar benefits provided in foreign jurisdictions) attributable to employment with the Company and the Company-funded portion of the ~~executive’s~~executive's Pension Plan ~~benefits and, with respect to~~benefits. In the case of Mr. ~~Conway, his benefits under~~Gifford, the ~~401(k) Retirement Savings Plan and, with respect to Mr. Gifford,~~SERP is also reduced by his benefits under the Restoration Plan. For further information, see ~~“Compensation~~"Compensation Discussion and Analysis – Retirement Benefits.”"

(3)	Years of service are rounded to the nearest full year.

(4)

The calculation of the present value is based on assumptions that were in accordance with the guidelines of ~~FAS 87~~FASB ASC Topic 715 and that are discussed in Note ~~V, “Pensions~~T, "Pension and Other Postretirement ~~Benefits”~~Benefits" to the financial statements in the ~~Company’s~~Company's Annual Report on Form 10-K for the fiscal year ended December 31, ~~2014.~~2017.

(5)	All of the benefits are vested with respect to the NEOs with exception of the SERP benefits for Messrs. Kelly, Sourisseau and ~~Gifford. Mr. Gifford is vested in his Restoration Plan benefits.~~Novaes.

(6)	~~Mr. Conway has irrevocably waived his right to any lump-sum retirement benefit under the SERP in excess of $32 million.~~

~~(7)~~

The annual supplemental retirement benefit for Mr. Gifford under the Restoration Plan is equal to the difference between (i) the annual benefit he would have accrued under the U.S. Pension Plan if his target bonus amount were included in compensation for purposes of calculating his benefit under such Plan and if certain statutory limitations on benefit accrual did not apply and (ii) the annual benefit he actually accrued under the U.S. Pension Plan.

4353

Employment Agreements and Potential Payments Upon Termination

The Company has employment agreements with all of its NEOs. In addition to the compensation and benefits described above, these contracts provide for certain post-employment severance payments in the event of employment termination under certain circumstances. The Committee believes that these contracts provide an incentive to the NEOs to remain with the Company and serve to align the interests of the NEOs and Shareholders, including in the event of a potential acquisition of the Company.

Under ~~the~~his employment ~~agreements,~~agreement, Mr. ~~Conway~~Donahue has agreed that, during his employment and for two years thereafter, he ~~shall~~will not compete with the Company or solicit Company employees to terminate employment with the Company. ~~Messrs. Kelly, Donahue, McGowan and Gifford~~All other NEOs are subject to a similar non-competition provision that is limited to a one-year post-employment period prior to a change in control and two years following a change in control. On February 26, 2015, in connection with Mr. McGowan’s impending retirement from the Company on May 1, 2015, the Company amended its employment agreement with Mr. McGowan in order to extend the period during which Mr. McGowan is prohibited from competing with the Company until December 31, 2017 and to provide for post-employment vesting of certain equity grants previously made to Mr. McGowan.

Under the ~~agreements~~agreement for ~~all~~each of the NEOs, if ~~an executive’s~~the executive's employment is terminated because of a voluntary termination ~~(including retirement), disability~~ or ~~death,~~retirement, the Company will pay the executive ~~(or his estate, if applicable)~~ his base salary through the date of termination or retirement, a pro-rated ~~target (but,~~bonus payment and any vested retirement, incentive or other benefits. The pro-rated bonus payment is based on the actual bonus for all NEOs except for Mr. Gifford, whose pro-rated payment is based on his target bonus. In the event of death, the compensation is identical to the above except that the pro-rated bonus payment is based on the actual bonus for Messrs. Donahue and Sourisseau, but on the target bonus for Messrs. Kelly, Gifford and Novaes. All payments will be made to the executive's estate in the event of death. In the case of a termination of employment due to a disability, each of the NEOs other than Mr. Donahue will be entitled to his base salary through the date of disability, a pro-rated ~~actual)~~ bonus payment and any vested retirement, incentive or other benefits, plus an annual disability benefit equal to 75% of his base salary. The pro-rated bonus payment is based on the target bonus for Messrs. Kelly, Gifford and Novaes and the actual bonus for Mr. Sourisseau. In the case of Mr. Donahue's disability, he will be entitled to his base salary through the date of disability, an annual disability benefit equal to 100% of his base salary plus a bonus equal to the average annual bonus paid or payable to him for the three most recently completed years, and any vested retirement, incentive or other benefits. If the employment of any of the NEOs is terminated for ~~“Cause,”~~"Cause," the Company will pay to the executive only the base salary owed through his date of termination and his vested retirement, incentive or other benefits.

Under the agreement for Mr. ~~Conway,~~Donahue, if the employment of the executive is terminated by the Company without Cause or by the executive for ~~“Good Reason”~~"Good Reason" other than within the ~~13-month~~12-month period following a ~~“Change~~"Change in Control,”" in addition to the ~~executive’s~~executive's base salary through the date of termination, the Company will pay to the executive (i) a pro-rated actual bonus payment and (ii) a lump-sum payment ~~equal to the sum of (i) his target bonus for the year of termination and (ii) an amount~~ equal to three times the sum of the ~~executive’s~~executive's base salary and his target bonus for the year of termination. Under the ~~agreements~~agreement for ~~Messrs. Kelly, Donahue, McGowan and Gifford,~~each of the NEOs, upon the termination of the ~~executive’s~~executive's employment by the Company without Cause other than within the 12-month period following a Change in Control, the Company will pay to the executive (i) his base salary through the date of termination, (ii) a pro-rated ~~target~~actual (but, for Mr. ~~Kelly,~~Gifford, a pro-rated ~~actual)~~target) bonus payment and (iii) a lump-sum payment equal to the ~~executive’s~~executive's annual base salary. In all such cases, the Company will also pay to the executive any vested retirement, incentive or other benefits.

IfUnder the ~~employment of Messrs. Conway, Donahue or McGowan is terminated by the Company without Cause or by the executive~~agreement for Good Reason, during the 13-month period following a Change in Control with respect to Mr. Conway and during the 12-month period following a Change in Control with respect to Messrs. Donahue and McGowan, the Company will pay to such executive (i) his base salary through the date of termination plus (ii) his target bonus for the year of termination plus (iii) a lump-sum payment equal to three times the sumeach of the ~~executive’s base salary and his average bonus over the three completed years prior to the year of termination. Under the agreements for Messrs. Kelly and Gifford,~~NEOs, if the ~~executive’s~~executive's employment is terminated by the Company without Cause or by the executive for Good Reason, during the 12-month period following a Change in Control, the Company will pay ~~to such executive~~him (i) his base salary through the date of

termination plus, (ii) a lump-sum payment equal to three times the sum of the ~~executive’s~~executive's base salary and his average bonus over the three

completed years prior to the year of termination. ~~In addition,~~On a Change in Control, all stock options and time-based ~~and performance-based~~ restricted stock granted to ~~such executives~~the executive by the Company will become fully vested and, in the case of stock options, immediately exercisable. In addition, on a Change in Control, performance-based restricted stock will vest if the Company has achieved the performance goals between the relevant grant date(s) and the date of the Change in Control. In all such cases, the Company will also pay to the executive any vested retirement, incentive or other benefits. Under the Agreements for Messrs. Donahue and McGowan, to the extent an executive would be subject to the excise tax under Code Section 4999 on the amounts or benefits to be received from the Company and required to be included in the calculation of payments contingent on a Change in Control for purposes of Code Section 280G, the Company will pay to the executive an additional amount so that the executive will receive the full amount owed to him under his employment agreement, without regard to the excise tax or any other taxes imposed on the additional payment. Under the Agreements for Messrs. Conway, Kelly and Gifford, toTo the extent that the executive would be subject to the excise tax under Code Section 4999 on the amounts and benefits received on a Change in Control for purposes of Code Section 280G, either (i) such amounts and benefits will be reduced or delayed by the minimum amount necessary such that no portion of the amount or benefits is subject to the excise tax or (ii) the full amount and benefits shall be paid, whichever, after taking into account all applicable taxes, including the excise tax, results in the ~~executive’s~~executive's receipt, or an after-tax basis, of the greater amount and benefits.

4555

The following table provides estimates of the potential severance and other post-termination benefits each NEO would receive assuming his employment was terminated as of December 31, ~~2014.~~2017.

Name	Benefit	Termination upon Retirement, Disability or Death (2) ($)	Resignation for Good Reason prior to a Change in Control ($)	Termination without Cause prior to a Change in Control ($)	Termination without Cause or Resignation for Good Reason after a Change in Control (3) ($)
Timothy Donahue	Salary:		3,000,000	3,000,000	3,000,000
	Bonus:	2,295,600	5,895,600	5,895,600	5,264,044
	Accelerated Restricted Stock Vesting: (1)	3,332,531			11,964,319
	Total:	5,628,131	8,895,600	8,895,600	20,228,363
Thomas Kelly	Salary:			605,000	1,815,000
	Bonus:	925,982		925,892	2,485,348
	Accelerated Restricted Stock Vesting:(1)	762,300			2,957,794
	Total:	1,688,282		1,530,892	7,258,142
Gerard Gifford	Salary:			640,000	1,920,000
	Bonus:	608,000		608,000	3,617,480
	Accelerated Restricted Stock Vesting: (1)	1,067,400			4,112,775
	Total:	1,675,400		1,248,000	9,650,255
Didier Sourisseau	Salary:			501,633	1,504,899
	Bonus:	699,726		699,726	1,355,556
	Accelerated Restricted Stock Vesting: (1)	485,606			1,118,531
	Total:	1,185,332		1,201,359	3,978,986
Djalma Novaes	Salary:			540,000	1,620,000
	Bonus:	635,904		635,904	1,130,985
	Accelerated Restricted Stock Vesting: (1)	661,444			2,570,569
	Total:	1,297,348		1,175,904	5,321,554

Name

Benefit

Termination upon Retirement, Disability or Death
($)
Resignation for Good Reason prior to a Change in Control
($)
Termination without Cause prior to a Change in Control
($)
Termination without Cause
or Resignation for Good Reason after a Change
in Control
($)
John Conway Salary: 3,225,000                    3,225,000                        3,225,000
Bonus: 1,236,250 4,945,000                    4,945,000                        8,641,388
Accelerated Restricted Stock Vesting: (1) 4,627,981                        21,010,604
Additional Health Care Benefits: (2) 190,133                        190,133
Total: 6,054,364 8,170,000 8,170,000 33,067,125
Thomas Kelly Salary: 480,000 1,440,000
Bonus:
589,536
589,536 823,548
Accelerated Restricted Stock Vesting:(1)
536,079
                       1,815,654
Total: 1,125,615 1,069,536 4,079,202
Timothy Donahue Salary:                    615,000                        1,845,000
Bonus: 584,250 584,250                        3,327,658

Accelerated Restricted Stock
Vesting: (1)
1,233,053
                       4,726,931

Additional Health Care
Benefits: (2)
                       855,696
Tax Gross-Up: (3)                        9,472,422
Total: 1,817,303 1,199,250 20,227,707
Raymond McGowan Salary: 595,000                        1,785,000
Bonus:
476,000
476,000                        2,877,212
Accelerated Restricted Stock Vesting:(1)
1,069,053
                       4,168,252
Additional Health Care Benefits: (2)                        263,099
Tax Gross-Up: (3)                        8,342,654
Total: 1,545,053 1,071,000 17,436,217
Gerard Gifford Salary: 550,000                        1,650,000
Bonus: 440,000 440,000 1,093,765
Accelerated Restricted Stock Vesting: (1)
868,761
                       3,218,967
Accelerated Stock Option Vesting: (4) 200,340
Total: 1,308,761 990,000 6,163,072

(1)

~~The vesting~~

In the case of ~~time-based and performance-based restricted stock awards accelerates upon (i) termination for~~ retirement with Committee approval, ~~death or disability or (ii) termination without Cause or resignation for Good Reason after a Change in Control. In the case of acceleration due to retirement,~~ disability or death, the vesting of time-based restricted stock awards (or issuance of deferred stock, in Mr. Sourisseau's case) accelerates and the performance-based shares remain outstanding, subject to performance conditions until the performance period ends. Accordingly, no performance share compensation has been provided for terminations upon retirement, disability or death because payout cannot be assured. On a Change in Control, all time-based restricted stock will become vested, and performance-based restricted stock will vest if the Company has achieved the performance goals between the grant date(s) and the date of the Change in Control. For termination after a Change in Control, it is assumed that the target level of performance share compensation ~~has been included.~~will be achieved. For further details, refer to the Outstanding Equity Awards at Fiscal Year-End table above and Note ~~Q, “Stock-Based Compensation”~~P, "Stock-Based Compensation" to the ~~Company’s~~Company's financial statements in its Annual Report on Form 10-K for the fiscal year ended December 31, ~~2014.~~2017.

(2)	The ~~additional health care coverage set forth~~bonus amounts in this column assume a retirement scenario. In death or disability scenarios, the amounts for some of the NEOs would be lower because, in these cases, bonus calculations are based on target, and not actual, bonus amounts.

(3)

As indicated in the ~~first column~~Pension Benefits table, each of ~~this row relates to retirement. Coverage related to disability would be valued at $261,477 for Mr. Conway, $1,169,372 for Mr.~~our NEOs is a participant in the Company's SERP. Currently, with the exceptions of Messrs. Donahue and ~~$389,815 for Mr. McGowan.~~Gifford, the SERP benefits are unvested. However, under the terms of the SERP, in the event of a change in control, each NEO shall become 100% vested in his SERP benefit. In addition, as soon as administratively practicable but in no event more than 10 business days after a change in control, all benefits under the SERP will be paid to each NEO in a cash lump sum.

~~(3)~~

In the event of a Change in Control, vested benefits under the Company’s Senior Executive Retirement Plan (see “Compensation Discussion and Analysis – Retirement Benefits”) will be distributed in a lump sum. See “Pension Benefits” above. The Company has agreed to reimburse these NEOs for all taxes imposed on such lump-sum payments and such reimbursement. In addition, upon a Change in Control, NEOs may be subject to certain excise taxes under Code Section 4999 related to parachute payments under Code Section 280G. The Company has agreed to reimburse these NEOs for those excise taxes as well as any income and excise taxes payable by the NEO as a result of any reimbursements for the Code Section 4999 excise taxes. The amounts in the table are based on a Code Section 4999 excise tax rate of 20%, a federal income tax rate of 39.6%, a Medicare supplemental tax rate of 2.35% and a combined state and local tax rate of 4.07%.

Pay Ratio Disclosure

Federal law requires that we disclose the ratio of our CEO's total compensation to the total compensation of our median employee (excluding the CEO). To determine this ratio we utilized our global workforce consisting of all U.S., non-U.S., full-time, part-time and temporary employees of the Company and its consolidated subsidiaries employed as of December 31, 2017. No assumptions, adjustments, or estimates with respect to compensation were made, except that the compensation was annualized for all full-time employees who began employment during 2017. The Company identified its median employee by using total compensation from the Company's payroll records as of December 31, 2017. The median employee's total compensation was recalculated using the same methodology used to calculate the Total Compensation of the CEO as set forth in the Summary Compensation Table included in the Executive Compensation section of this Proxy Statement. The median employee's total compensation was $37,800, and the total compensation of the CEO was $11,939,960. Accordingly, the ratio of the annual total compensation of the CEO to the median of the annual total compensation of all employees of the Company, except the CEO, is 316:1.

~~(4)~~

The accelerated stock option vesting amount for Mr. Gifford represents the difference between the closing stock price of $50.90 at December 31, 2014 and the exercise price on the grant date, May 25, 2011, multiplied by the number of unvested shares subject to outstanding options as of December 31, 2014.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

~~PRINCIPAL ACCOUNTANT FEES AND SERVICES~~

The firm of PricewaterhouseCoopers LLP, an independent registered public accounting firm, was the independent auditor for the most recently completed fiscal year. The Audit Committee has appointed PricewaterhouseCoopers as independent auditors to audit and report on the ~~Company’s~~Company's financial statements for ~~2015.~~2018. PricewaterhouseCoopers performs annual audits of the ~~Company’s~~Company's financial statements and assists the Company in the preparation of various tax returns around the world. A representative or representatives of PricewaterhouseCoopers are expected to be present at the Annual Meeting and will have the opportunity to make a statement if they desire to do so. Such representatives are also expected to be available to respond to questions raised orally at the Annual Meeting or submitted in writing to the Office of the Secretary of the Company before the Annual Meeting.

The Audit Committee reviewed the fees of PricewaterhouseCoopers for the fiscal years ended December 31, ~~2014~~2017 and December 31, ~~2013.~~2016. The Company paid fees in the following ~~categories.~~ categories:

(1) Audit Fees were for professional services rendered for the audits of effectiveness of the internal control over financial reporting and consolidated financial statements of the Company, including the U.S. integrated financial statement and internal controls audit, statutory audits, issuance of comfort letters, consents and assistance with and review of documents filed with the SEC.

(2) Audit-Related Fees ~~include~~were for fees for due diligence in connection with mergers and acquisitions and other ~~assurance related~~assurance-related services performed in connection with statutory requirements in various countries.

(3) Tax Compliance Fees were for services rendered for tax compliance, including the preparation of tax returns and claims for refunds.

(4) Tax Advisory Services Fees were for tax planning and advice.

(5) All Other Fees were for services rendered for assistance provided primarily to non-U.S. subsidiaries.

The amount of fees for each category in ~~2014~~2017 and ~~2013~~2016 are set forth below.

2014 2013
Audit Fees $7,858,000 $7,161,000
Audit-Related Fees 474,000 753,000
Tax Compliance Fees 455,000 527,000
Tax Advisory Services Fees 1,100,000 606,000
All Other Fees 1,000 18,000

	2017	2016
Audit Fees	$6,204,000	$7,191,000
Audit-Related Fees	830,000	383,000
Tax Compliance Fees	290,000	556,000
Tax Advisory Services Fees	1,599,000	1,058,000
All Other Fees	102,000	197,000

All of the services described above were approved by the Audit Committee. The Audit Committee also evaluated whether the non-audit fees paid to PricewaterhouseCoopers are compatible with maintaining their independence as auditors. The Audit Committee reviews each year the level of Audit and ~~Audit Related~~Audit-Related Fees in relation to all other fees paid to the independent auditors. In carrying out this responsibility, the Audit Committee may obtain input from Company management on the general level of fees. The Audit Committee pre-approves all audit and permitted non-audit services, and related fees, to be performed by ~~its~~the Company's independent auditors. In addition to the Audit ~~Committee’s~~Committee's annual pre-approval, under the Audit Committee Charter the ~~Chairperson~~Chair of the Audit Committee has the authority to review and approve other services that may arise during the year with proposed fees up to $250,000 per transaction and reports back any such approvals to the full Audit Committee. Pursuant to this authority, during ~~2014~~2017 the ~~Chairperson~~Chair reviewed and approved services with fees totaling ~~less than $26,000 in the aggregate.~~

approximately $250,000.

4858

AUDIT COMMITTEE REPORT

The Audit Committee provides assistance to the Board of Directors by its oversight of the financial accounting practices and the internal controls of the Company and represents the Board in connection with the services rendered by the ~~Company’s~~Company's independent auditors, who report directly to the Audit Committee.

In fulfilling its responsibilities, the Audit Committee has reviewed and discussed with the ~~Company’s~~Company's management and its independent auditors the audited financial statements for the fiscal year ended December 31, ~~2014~~2017 and the ~~Company’s~~Company's system of internal controls and its effectiveness. Management is responsible for the financial statements and the reporting process, including the system of internal controls, and has represented to the Audit Committee that such financial statements were prepared in accordance with generally accepted accounting principles. The ~~Company’s~~Company's independent auditors, PricewaterhouseCoopers LLP, are responsible for expressing an opinion as to whether the financial statements fairly present in all material respects the financial position, results of operations and cash flows of the Company in accordance with generally accepted accounting principles in the United States. PricewaterhouseCoopers has informed the Audit Committee that they have given such an opinion with respect to the audited financial statements for the fiscal year ended December 31, ~~2014.~~2017.

The Audit Committee discussed with the independent auditors the matters required to be discussed under the rules adopted by the Public Company Accounting Oversight Board ~~(“PCAOB”~~("PCAOB"). In addition, the Audit Committee discussed with the independent auditors the ~~auditors’~~auditors' independence from the Company and its management, including the matters in the written disclosures and letter which were received by the Audit Committee from the independent auditors as required by applicable requirements of the PCAOB regarding the independent ~~auditors’~~auditors' communications with the Audit Committee regarding independence.

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the ~~Company’s~~Company's Annual Report on Form 10-K for the fiscal year ended December 31, ~~2014.~~

2017.

This report is respectfully submitted on February ~~25, 2015~~21, 2018 by the members of the Audit Committee.

~~Jenne Britell,~~ ~~Chairperson~~

Caesar Sweitzer, Chair

Andrea Funk

Rose Lee

Josef Müller

~~Thomas Ralph~~

~~Caesar Sweitzer~~

William Urkiel

PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

The Audit Committee has appointed the firm of PricewaterhouseCoopers LLP, an independent registered public accounting firm, as independent auditors to audit and report on the Company’s financial statements for 2015.

Although the submission to Shareholders of the appointment of PricewaterhouseCoopers is not required by law or the Company’s By-Laws, the Audit Committee believes it is appropriate to submit this matter to Shareholders to allow a forum for Shareholders to express their views with regard to the Audit Committee’s selection. In the event Shareholders do not ratify the appointment, the Audit Committee may reconsider the appointment of PricewaterhouseCoopers.

~~The Board of Directors Recommends a Vote FOR the Ratification of the~~

~~Appointment of PricewaterhouseCoopers LLP as Independent Auditors.~~

~~PROPOSAL 3: ADVISORY VOTE ON EXECUTIVE COMPENSATION~~

At the Annual Meeting, the Company will conduct a non-binding advisory Shareholder vote on executive compensation, commonly referred to as “say-on-pay.” The Company currently conducts advisory votes on executive compensation on an annual basis, and it expects to conduct the next advisory vote at the Company’s 2016 Annual Meeting of Shareholders.

The Board of Directors encourages Shareholders, in deciding whether to vote in favor of the advisory resolution below, to review the Compensation Discussion and Analysis section of this Proxy Statement, including the tables and related narrative, for details regarding the Company’s executive compensation program and 2014 compensation of Named Executive Officers.

The Board of Directors believes that the executive compensation program aligns the compensation of the Company’s executive management with the long-term interests of Shareholders. To align these interests, the Company compensates executive management with time-based and performance-based restricted stock and also ties a significant portion of executive cash compensation to performance-based metrics that drive Shareholder value.

RESOLVED, that the Shareholders approve, on an advisory basis, the compensation of the Company’s Named Executive Officers, as disclosed in the Compensation Discussion and Analysis, the compensation tables and the related disclosure contained in the Company’s Proxy Statement for its 2015 Annual Meeting.

~~Although the vote is non-binding, the Board of Directors and the Compensation Committee expect to take into account the outcome of the vote when considering future executive compensation.~~

~~The Board of Directors Recommends an Advisory Vote FOR the Approval~~

~~of this Resolution on Executive Compensation.~~

~~PROPOSAL 4: APPROVAL OF THE 2015 ANNUAL INCENTIVE BONUS PLAN~~

The Board of Directors has adopted, and recommends that our Shareholders approve, the Crown Holdings, Inc. 2015 Annual Incentive Bonus Plan (the “AIP”). The AIP provides for cash bonus payments to a wide range of management employees, including our NEOs, based on the achievement of pre-established performance goals over a performance period determined by the Compensation Committee (the “Committee”) or, in the case of participants who are not subject to either Section 16 of the Securities Exchange Act or Internal Revenue Code Section 162(m), the Committee’s delegate(s). With respect to our NEOs, the AIP permits the Committee to approve annual bonus opportunities for them on substantially similar terms and conditions as are currently provided to them under our EP Plan, as described above.

If the AIP is approved by our Shareholders, the Committee will have the discretion to grant annual bonus opportunities to our NEOs that qualify for an exemption from the limitation under Section 162(m) of the Code on the deductibility of annual compensation in excess of $1 million paid to our CEO and our three other most highly compensated officers other than our CFO (“Qualified Bonuses”). Because our Executive Officers are eligible to participate in and receive payments under the AIP, they have an interest in this proposal.

~~Summary of the AIP~~

The following general description of certain features of the AIP is qualified in its entirety by reference to the AIP that was filed with the SEC as an appendix to the Company’s Proxy Statement which is available at ~~http://www.crowncork.com/investors/proxy-online~~.

~~Purpose~~

The general purpose of the AIP is to provide the possibility of additional compensation for a wide range of management employees based on the achievement of pre-determined performance goals. The Company believes that the bonus opportunities provided to its employees under the AIP are an important component of a competitive compensation package.

~~Administration~~

The AIP will be administered by the Committee or, if appointed by the Board of Directors, a subcommittee thereof which consists exclusively of two or more members of the Board of Directors who are non-employee “outside directors” within the meaning of Section 162(m) of the Code. Subject to the other provisions of the AIP, the Committee has the authority to:

~~select employees to participate in the AIP;~~

~~establish and administer the performance goals and the bonus opportunities applicable to each participant and certify whether the performance goals have been attained;~~

~~construe and interpret the AIP and any agreement or instrument entered into under or in connection with the AIP;~~

~~establish, amend, and waive rules and regulations for the AIP’s administration; and~~

~~make all other determinations that may be necessary or advisable for the administration of the AIP.~~

The Committee may, and intends that it will, delegate its administrative authority under the AIP to one or more officers of the Company to select, grant and administer bonus opportunities for participants who are not subject to either Section 16 of the Exchange Act or Code Section 162(m).

The Board of Directors may, at any time, amend or terminate the AIP in whole or in part; provided, however, that no amendment with respect to, or affecting, bonuses intended to satisfy the performance-based requirements of Section 162(m) of the Code that would require the consent of Shareholders pursuant to Section 162(m) of the Code will be effective without such consent.

~~Eligibility~~

All employees of the Company and our subsidiaries and affiliates shall be eligible to be selected by the Committee to participate in the AIP. The Committee expects that each of our NEOs and a wide range of the Company’s management team will participate in the AIP.

~~Bonuses~~

Under the terms of the AIP, the Committee has the authority to grant bonuses that are intended to be Qualified Bonuses, and the Committee and, if applicable, its delegate(s) have the authority to grant bonuses that are not intended to be Qualified Bonuses.

~~Within respect to each performance period under the AIP, the Committee or, if applicable, its delegate(s) will establish:~~

~~the performance goals applicable to each such participant (including, as the Committee or, if applicable, its delegate(s) deem advisable, threshold, target and maximum levels of performance);~~

~~each participant’s target and, if applicable, threshold and maximum bonus opportunities;~~

~~the method for computing the amounts of bonuses payable under the AIP to each participant if the applicable performance goals are attained in whole or in part; and~~

~~whether bonuses with respect to a participant who is subject to Code Section 162(m) are intended to be Qualified Bonuses.~~

~~Qualified Bonuses are subject to special requirements, which include, among others, the following:~~

~~Qualified Bonuses must be based solely on the attainment of one or more objective performance goals (as described below) and may not be based on subjective criteria.~~

~~The maximum aggregate Qualified Bonuses that may be payable to any participant under the AIP in any fiscal year of the Company shall not exceed $5,000,000.~~

The Committee may not retain any discretion to increase the amount of Qualified Bonuses that would otherwise be due upon attainment of the relevant performance goals; provided that the Committee may exercise negative discretion to reduce any amount that would otherwise be payable to a participant upon the attainment of performance goals.

Payment of any Qualified Bonus is contingent upon the Committee’s certifying in writing that the performance goals and any other material terms applicable to such Qualified Bonus were in fact satisfied.

~~Performance Goals~~

Performance goals for a performance period with respect to bonuses that are intended to be Qualified Bonuses may include any one or more of the following criteria set forth below as they relate to the Company, our subsidiaries or affiliates (or any division, business unit or department thereof) and may be measured on an absolute or relative basis (e.g., against an external index such as a group of peer companies, industry groups or a financial market index):

~~stock price~~

~~market share~~

~~sales~~

~~earnings per share~~

~~diluted earnings per share~~

Although the submission to Shareholders of the appointment of PricewaterhouseCoopers is not required by law or the Company's By-Laws, the Audit Committee believes it is appropriate to submit this matter to Shareholders to allow a forum for Shareholders to express their views with regard to the Audit Committee's selection. In the event Shareholders do not ratify the appointment, the Audit Committee may reconsider the appointment of PricewaterhouseCoopers.

~~diluted net income per share~~

~~return on shareholder equity~~

The Board of Directors Recommends a Vote FOR the Ratification of the

~~costs~~

~~cash flow~~

~~modified operating cash flow~~

~~modified free cash flow~~

~~economic profit~~

~~return on total assets~~

~~return on capital or invested capital~~

~~return on net assets~~

~~operating income~~

~~net income or segment income~~

~~earnings (or net income) before interest, taxes, depreciation and amortization~~

~~improvements in capital structure~~

~~gross, operating or other margins~~

~~budget and expense management~~

~~productivity ratios~~

~~working capital targets~~

~~average working capital~~

~~enterprise value~~

~~safety record~~

~~completion of acquisitions or business expansion~~

~~economic value added or other value added measurements~~

~~expense targets~~

~~operating efficiency~~

~~regulatory body approvals for commercialization of products~~

~~implementation or completion of critical projects or related milestones~~

Performance goals with respect to bonuses that are not intended to be Qualified Bonuses may be based on one or more of the preceding criteria or any other criteria that the Committee or, if applicable, its delegate(s) may determine in its or their sole discretion.

~~Payment~~

Generally, any bonus earned under the AIP shall be paid after the last day of the fiscal year that includes the last day of the performance period to which such bonus relates as soon as practicable following the later of (i) the receipt and certification of the Company’s audited financial statements for such fiscal year and (ii) the approval or certification of such bonus by the Committee or, if applicable, its delegate(s), but in all cases no later than the last day of the fiscal year immediately following such fiscal year.

~~Termination of Employment~~

If a participant’s employment is terminated due to death or disability or, in the case of a bonus that is not intended to be a Qualified Bonus, for any other reason prior to payment of a bonus, the Committee may, in its sole discretion, permit all or any part of such bonus to be paid to the participant or the participant’s estate without regard to the attainment of the applicable performance goals. If a participant’s employment is terminated for any reason other than death or disability prior to the payment of a Qualified Bonus, the Committee may, in its sole discretion, permit the payment of all or any part of such Qualified Bonus, if any, that would have been paid to the participant absent such termination based on the actual outcome of the applicable performance goals during the applicable performance period, as certified by the Committee following the expiration of such performance period. Any Qualified Bonus that is paid following the death or disability of an NEO to whom Section 162(m) of the Code applies without regard to whether the applicable performance goals have been achieved will not satisfy the requirements for performance-based compensation under Section 162(m) of the Code.

~~Change in Control~~

If a Change in Control of the Company is consummated prior to the payment of a bonus for the performance period in which such Change in Control occurs, the Committee may, in its sole discretion, permit all or any part of such bonus to be paid without regard to the attainment of the applicable performance goals. Any bonus that is paid to an NEO to whom Section 162(m) applies following the consummation of a Change in Control without regard to whether the applicable performance goals have been achieved will not satisfy the requirements for qualified performance-based compensation under Section 162(m) and will not constitute a Qualified Bonus under the AIP. If the Committee determines that any bonus should be paid with respect to the performance period in which a Change in Control occurs, then such bonus shall be paid as soon as administratively practicable following the consummation of the Change in Control, but in no event later than March 15 of the year following the year in which such Change in Control occurs.

~~Clawback of Bonuses~~

All bonuses paid or to be paid under the AIP are subject to rescission, cancellation or recoupment, in whole or in part, under any current or future “clawback” or similar policy of the Company that is applicable to the participant.

~~Effective Date~~

The AIP was adopted by the Board of Directors on February 26, 2015 and is currently effective; provided however, that as a condition to the payment of Qualified Bonuses under the AIP, the Company’s Shareholders must approve the AIP.

~~New Plan Benefits~~

Because any amounts payable to participants under the AIP are contingent upon the future achievement of performance goals, the achievement of which is substantially uncertain, the potential payments that any participant may receive under the AIP are not currently determinable.

~~The Board of Directors Recommends a Vote FOR the Approval~~

~~of the 2015 Annual Incentive Bonus Plan.~~

~~OTHER MATTERS~~

Appointment of PricewaterhouseCoopers LLP as Independent Auditors.

PROPOSAL 3: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

At the Annual Meeting, the Company will conduct a Shareholder vote on an advisory resolution to approve executive compensation, commonly referred to as a "Say-on-Pay" vote. The Company currently conducts advisory votes on executive compensation on an annual basis, and it expects to conduct the next advisory vote at the Company's 2019 Annual Meeting of Shareholders.

The Board of Directors encourages Shareholders, in deciding whether to vote in favor of the advisory resolution below, to review the compensation-related elements of this Proxy Statement, including those in the Proxy Statement Summary, the CD&A and the tables and related narrative in the Executive Compensation section, for details regarding the Company's executive compensation program and 2017 compensation of Named Executive Officers.

The Board of Directors believes that the executive compensation program aligns the compensation of the Company's executive management with the long-term interests of Shareholders. To align these interests, the Company compensates executive management with time-based and performance-based restricted stock and also ties a significant portion of executive cash compensation to performance-based metrics that drive Shareholder value.

RESOLVED, that the Shareholders approve, on an advisory basis, the compensation of the Company's Named Executive Officers, as disclosed in the Compensation Discussion & Analysis, the compensation tables and the related disclosure contained in the Company's Proxy Statement for its 2018 Annual Meeting.

Although the vote is non-binding, the Board of Directors and the Compensation Committee expect to take into account the outcome of the vote when considering future executive compensation.

The Board of Directors Recommends a Vote FOR the

Approval of this Advisory Resolution on Executive Compensation.

PROPOSAL 4: SHAREHOLDER PROPOSAL TO AMEND

THE COMPANY'S EXISTING PROXY ACCESS BY-LAW

Management has been advised that John Chevedden, 2215 Nelson Avenue, No. 205, Redondo Beach, CA 90278, who advises that he holds at least 100 shares of stock in the Company, intends to submit the following proposal at the Annual Meeting. The Company is not responsible for the contents of this proposal. If the following proposal is properly presented at the Annual Meeting, the Board of Directors unanimously recommends a vote AGAINST the proposal.

SHAREHOLDER RESOLUTION:

Shareholder Proxy Access Enhancement

RESOLVED: Stockholders ask the board of directors to amend its proxy access bylaw provisions and any associated documents, to include the following changes for the purpose of decreasing the average amount of Company common stock the average member of a nominating group would be required to hold for 3-years to satisfy the aggregate ownership requirements to form a nominating group and to increase the possible number of proxy access director candidates:

No limitation shall be placed on the number of stockholders that can aggregate their shares to achieve the 3% of common stock required to nominate directors under our Company's proxy access provisions.

The number of shareholder-nominated candidates eligible to appear in proxy materials will not be less than 2 when our board has less than 12 members. The number of shareholder-nominated candidates eligible to appear in proxy materials will not be less than 3 when our board has more than 12 members.

Proxy access for shareholders enables shareholders to put competing director candidates on the company ballot to see if they can get more votes than some of management's director candidates. A competitive election is good for everyone. This proposal can help ensue that our management will nominate directors with outstanding qualifications in order to avoid giving shareholders a reason to exercise their right to use proxy access.

Even if the 20 largest public pension funds were able to aggregate their shares, they would not meet the current 3% criteria for a continuous 3-years at most companies according to the Council of Institutional Investors. This proposal addresses the situation that our company now has with proxy access potentially for only the largest shareholders who are the least unlikely shareholders to make use of it.

Since no group of shareholders at any U.S. company has yet to make use of proxy access, it is important to make sure that the current limitation of 20 shareholders is not a deterrent to shareholders using proxy access.

Unfortunately our board took extra measures in 2017 to prevent us from voting on a similar proposal. Our Board probably spent more money to prevent us from voting on a similar 2017 proposal than it would have spent if it allowed us to vote. This is particularly important because we may have a board refreshment problem.

Our chairman John Conway was not considered an independent chairman. Plus he has 20-years of long-tenure which can impair director independence. Arnold Donald, who received our highest negative votes in 2017, also had long-tenure — 18 years. Hans Loliger had 16-years long tenure.

Plus CCK shareholders did not have the option to express dissatisfaction with management by calling a special meeting or to act by written consent.

Please vote to increase management accountability to shareholders: Shareholder Proxy Access Enhancement – Proposal 4.

THE COMPANY'S STATEMENT IN OPPOSITION TO PROPOSAL 4:

The Board has carefully considered this Shareholder proposal and believes that it is unnecessary and potentially detrimental to the Company and its Shareholders. Accordingly, the Board recommends a vote AGAINST Proposal 4 for the following reasons.

Our existing proxy access By-Law strikes the right balance between promoting Shareholder nomination rights and protecting the interests of all our Shareholders.

The Company's existing proxy access By-Law is within the mainstream of other significant U.S. public companies with proxy access rights. Our By-Laws permit a Shareholder, or a group of up to 20 Shareholders, owning at least 3% of Crown's outstanding shares of common stock continuously for at least three years, to nominate and include in the proxy materials for our annual meeting Director nominees constituting 20% of the Board (but no fewer than two nominees), subject to the other common procedural requirements specified in our By-Laws.

We adopted this conventional "3-3-20-20" model proxy access By-Law following our 2015 Shareholder outreach discussions. We received a range of feedback from Shareholders and governance experts and advisors as to whether to adopt proxy access, and if so what terms we should incorporate. After carefully considering these viewpoints, our Board adopted a regime that it believed struck the appropriate balance between providing a workable process that can be used if ever needed and that reinforces our Board's accountability, while mitigating the possibility of proxy access being used by a wide group of Shareholders in an unduly burdensome manner or to pursue objectives that are not broadly supported by other Shareholders.

At our 2017 Annual Meeting, Mr. Chevedden (the "Proponent") submitted a similar proposal to increase the Shareholder aggregation limit. Despite the Proponent's untrue claim that the Board had not "allowed [Shareholders] to vote" on this proposal, the proposal was in fact presented to the Company's Shareholders for a vote. Over 70% of the votes cast at the 2017 Annual Meeting voted against the proposal, endorsing the proxy access By‑Law the Board has adopted.

The Proponent does not address the Company's specific Shareholder base or provide support for his comments about likely voting preferences.

Our proxy access By-Law permits groups of up to 20 Shareholders to aggregate their shares to reach the required 3% ownership threshold (with a group of investment funds under common management and

investment control counting as a single Shareholder) and permits eligible Shareholders to nominate the greater of two nominees or 20% of the Board. This is consistent with the practice at the vast majority of other U.S. public companies who have adopted proxy access. According to a recent report regarding proxy access published by the Council of Institutional Investors, of the 436 proxy access by-laws reviewed as of July 18, 2017, approximately 89% included aggregation limits similar to ours, and approximately 67% included shareholder‑nominated candidate limits similar to ours. The Proponent, who made similar proposals last proxy season to several other companies, has not provided any analysis specific to the Company's Shareholder base as to why the current 20-Shareholder limitation or right to nominate the greater of two nominees or 20% of the Board are not appropriate.

The Shareholder proposal to remove the aggregation limit may result in excessive administrative burden and expense for the Company and its Shareholders and increases the potential for abuse of our proxy access By-Law by special interests.

The Company's decision to adopt the 20-Shareholder provision was based in part on limiting the administrative burden and expense for the Company and its Shareholders while providing a meaningful opportunity for long-term Shareholders to utilize proxy access. In the absence of a reasonable limitation on the number of Shareholders in a group participating in a proxy access nomination, the Company could be required to make significantly more burdensome and time‑consuming inquiries into the nature and duration of the share ownership of a large number of Shareholders participating in a proxy access nomination in order to verify their required share ownership. This unwieldy administrative burden could distract our employees, create excessive expense that other Shareholders must bear and impede the exercise of proxy access rights by other Shareholders. Allowing a reasonable, limited number of Shareholders to act as a group, as our proxy access rights currently do, strengthens the principle that we believe is shared by most of our Shareholders — the right to nominate a Director using the Company's proxy statement and proxy card should be available only for those who have a sufficient financial stake in the Company to cause their interests to be properly aligned with the interests of our Shareholders as a whole.

The Company believes that the 20-Shareholder provision helps ensure that proxy access is available to long-term Shareholders who have a meaningful economic interest in the Company. A wholesale elimination of the Shareholder aggregation limit may increase the risk that our proxy access By-Law will be used by special interests with goals that are not aligned with our other long‑term Shareholders. The Company believes that the 20-Shareholder provision provides meaningful proxy access rights while mitigating the risk of abuse by Shareholders advocating for special interests.

The Shareholder proposal to increase the number of director candidates to a minimum of 3 if the Board has more than 12 members is out of the norm, can exceed the established 20% limit and can potentially abuse the purposes of proxy access.

Also consistent with the significant majority of other U.S. public companies who have adopted proxy access, the Company's proxy access By‑Law permits eligible Shareholders to nominate the greater of two nominees or 20% of the Board. This fully accomplishes the main objective of proxy access — providing meaningful representation on the Board for qualified individuals endorsed by a majority of Shareholders. The alternative provision that the Proponent is suggesting, which would potentially exceed the well‑established 20% limit under certain circumstances, could have harmful unintended effects, including promoting the use of proxy access to lay the groundwork for effecting a change in control, encouraging the pursuit of special interests at the expense of a long-term strategic view or otherwise disrupting the effective functioning of the Board.

We have a strong corporate governance structure and record of accountability.

The motivation for this proposal should be viewed against the full array of governance practices the Company has adopted. These practices include: annual election of all Directors; a resignation policy applicable to our Directors who do not receive a majority of votes cast in uncontested elections; a consistent practice of having a substantial majority of Independent Directors on the Board; Board refreshment through addition of a new Director to the Board in each of the last four years; By-Law provisions that allow Shareholders to propose Director nominees to the Nominating and Corporate Governance Committee; and Shareholders' ability to nominate Directors outside of the proxy access process.

The Company's robust proxy access By-Law, together with the other practices described above, promote Board independence and provide substantial opportunities consistent with best practices for Shareholder input into the governance process. The change to proxy access requested by the proposal is unnecessary and disrupts the balanced approach reflected in our current By‑Laws.

For the reasons set forth above, the Board recommends that you vote "AGAINST" this proposal, and if the proposal is presented your proxy will be voted against this proposal unless you specify otherwise.

The Board of Directors Recommends a Vote AGAINST the Shareholder

Proposal to Amend the Company's Existing Proxy Access By-Law.

OTHER MATTERS

The Board of Directors knows of no other matter that may be presented for Shareholder action at the Annual Meeting, but if other matters do properly come before the Annual Meeting, or if any of the persons named above to serve as Directors are unable or decline to serve, it is intended that the persons named in the Proxy or their substitutes will vote on such matters and for other nominees in accordance with their best judgment.

~~WILLIAM T. GALLAGHER~~

~~Senior Vice President, Secretary~~

~~& General Counsel~~

~~Philadelphia, Pennsylvania 19154~~

~~March 16, 2015~~

	ADAM J. DICKSTEIN
	Corporate Secretary

	Philadelphia, Pennsylvania 19154
	March 19, 2018

~~Appendix A~~

~~Crown Holdings, Inc.~~

~~2015 Annual Incentive Bonus Plan~~

I. ~~Statement and Purpose of Plan~~

~~The Crown Holdings, Inc. Annual Incentive Bonus Plan provides additional compensation opportunities for selected employees based on the achievement of pre-determined performance goals.~~

~~II.~~ ~~Definitions~~

~~A. “Affiliate” means any entity other than the Subsidiaries in which the Company has a substantial direct or indirect equity interest, as determined by the Board.~~

~~B. “Board” means the Board of Directors of the Company.~~

~~C. “Change in Control” means any of the following events:~~

1. a “person” (as such term in used in Sections 13(d) and 14(d) of the Exchange Act), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13D-3 under the Exchange Act), directly or indirectly, of securities of the Company representing twenty-five percent (25%) or more of the combined voting power of the Company’s then outstanding securities;

2. during any period of two consecutive years, individuals who at the beginning of such period constitute the Board and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in Section II.C.1, Section II.C.3 or Section II.C.4 hereof) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously approved, cease for any reason to constitute a majority thereof;

3. the Company merges or consolidates with any other corporation, other than in a merger or consolidation that would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least seventy-five percent (75%) of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or

~~4. the complete liquidation of the Company or the sale or other disposition of all or substantially all of the Company’s assets.~~

5. Notwithstanding anything herein to the contrary, if an Incentive Bonus is subject to Code Section 409A, no event that, but for this Section II.C, would be a Change in Control as defined herein shall be a Change in Control unless such event is also a “change in control event” as defined in Code Section 409A.

~~D. “Code~~” means the Internal Revenue Code of 1986, as amended, and the Treasury regulations promulgated thereunder. A reference to any provision of the Code or the Treasury regulations promulgated thereunder shall include reference to any successor provision of the Code or the Treasury regulations.

~~E. “Committee~~” means the committee designated by the Board to administer the Plan. The Committee shall have at least two members, and each member of the Committee shall be an “outside director” within the meaning of Code Section 162(m).

~~F. “Company” means Crown Holdings, Inc., a Pennsylvania corporation, or any successor corporation.~~

~~G. “Control~~” (including the terms “Controlling,” “Controlled by” and “under common Control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

~~H. “Determination Date~~” means the date upon which the Committee determines Performance Goals and Incentive Bonus opportunities for Participants. With respect to any Incentive Bonus that is intended to be a Qualified Incentive Bonus, the Determination Date must be no later than the earlier of (1) 90 days after the commencement of the Performance Period and (2) the date upon which 25% of the Performance Period has elapsed.

~~I. “Disability~~” means, as determined by the Committee in its sole discretion, that a Participant (1) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months or (2) is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Company, its Subsidiaries or Affiliates.

~~J. “Exchange Act~~” means the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder. A reference to any provision of the Exchange Act or rule promulgated under the Exchange Act shall include reference to any successor provision or rule.

~~K. “Incentive Bonus~~” means a bonus that is payable hereunder to a Participant based on the achievement of specified pre-determined Performance Goals. An Incentive Bonus may be a Qualified Incentive Bonus or a Non-Qualified Incentive Bonus.

~~L. “Non-Qualified Incentive Bonus” means an Incentive Bonus that is not intended to be a Qualified Incentive Bonus.~~

~~M. “Participant” means any employee of the Company, its Subsidiaries or Affiliates who has been designated by the Committee to participate in the Plan for an applicable Performance Period.~~

~~N. “Performance Goal~~” means a measure of performance, the achievement of which is substantially uncertain at the time such goal is established, which is used to determine a Participant’s Incentive Bonus and is established by the Committee not later than the applicable Determination Date. Performance Goals may be measured on an absolute or relative basis. Relative performance may be measured against an external index, such as, by way of example and not limitation, a group of peer companies, industry groups or a financial market index. Performance Goals with respect to Incentive Bonuses that are intended to be Qualified Incentive Bonuses must be based upon any one or more of the following measures as they relate to the Company, its Subsidiaries or Affiliates (or any division, business unit or department thereof): (i) stock price, (ii) market share, (iii) sales, (iv) earnings per share, (v) diluted earnings per share, (vi) diluted net income per share, (vii) return on shareholder equity, (viii) costs, (ix) cash flow, (x) modified operating cash flow, (xi) modified free cash flow, (xii) economic profit, (xiii) return on total assets, (xiv) return on capital or invested capital, (xv) return on net assets, (xvi) operating income, (xvii) net income or segment income, (xviii) earnings (or net income) before interest, taxes, depreciation and amortization, (xix) improvements in capital structure, (xx) gross, operating or other margins, (xxi) budget and expense

management, (xxii) productivity ratios, (xxiii) working capital targets, (xxiv) average working capital, (xxv) enterprise value, (xxvi) safety record, (xxvii) completion of acquisitions or business expansion of the company, our subsidiaries or affiliates (or any division, business unit or department thereof) (xxviii) economic value added or other value added measurements, (xxix) expense targets, (xxx) operating efficiency, (xxxi) regulatory body approvals for commercialization of products, or (xxxii) implementation or completion of critical projects or related milestones. Performance Goals with respect to Incentive Bonuses that are not intended to be Qualified Incentive Bonuses may be based on one or more of the preceding measures or any other measure that the Committee may determine in its sole discretion.

~~O. “Performance Period~~” means a period of one or more consecutive fiscal years, or portions thereof, of the Company as established by the Committee during which the performance of the Company, its Subsidiaries or Affiliates or any division, business unit or department thereof, or any individual is measured for the purpose of determining the extent to which a Performance Goal is achieved. Nothing in this Plan shall prevent the Committee from establishing a Performance Period that commences prior to the termination of one or more other Performance Periods.

~~P. “Person~~” means any individual, corporation, limited liability company, partnership, trust, joint stock company, business trust, unincorporated association, joint venture, governmental authority or other legal entity of any nature whatsoever.

~~Q. “Plan” means the Crown Holdings, Inc. 2015 Annual Incentive Bonus Plan herein set forth, as amended from time to time.~~

~~R. “Qualified Incentive Bonus” means an Incentive Bonus that is intended to satisfy the requirements for “qualified performance-based compensation” under Code Section 162(m).~~

~~S. “Subsidiary~~” means any corporation (other than the Company), partnership, joint venture or other business entity of which 50% or more of the outstanding voting power is beneficially owned, directly or indirectly, by the Company.

~~III.~~ ~~Eligibility~~

~~All employees of the Company, its Subsidiaries and Affiliates shall be eligible to be selected by the Committee to participate in the Plan.~~

~~IV.~~ ~~Administration~~

A. ~~General~~. The Committee shall have the authority, subject to the provisions herein, (A) to select employees to participate in the Plan; (B) to establish and administer the Performance Goals and the Incentive Bonus opportunities applicable to each Participant and certify whether the Performance Goals have been attained; (C) to construe and interpret the Plan and any agreement or instrument entered into under or in connection with the Plan; (D) to establish, amend, and waive rules and regulations for the Plan’s administration; (E) to delegate its administrative authority, in whole or in part, to one or more officers of the Company, subject to the guidelines prescribed by the Committee, but only with respect to Participants who are not subject to either Section 16 of the Exchange Act or Code Section 162(m); and (F) to make all other determinations that may be necessary or advisable for the administration of the Plan. Any determination with respect to the Plan by the Committee or any officer to whom the Committee delegated its authority shall be final, binding and conclusive on all employees and Participants and anyone claiming under or through any of them. None of the Committee, any member of the Committee or any officer to whom the Committee delegated any authority hereunder shall be liable for any act, omission, interpretation, construction or determination made in good faith in connection with the Plan, and the members of the Committee and such officers shall be entitled in all cases to indemnification and reimbursement by the Company in respect of any claim, loss, damage or expense (including, without limitation, attorneys’ fees) arising or resulting therefrom to the fullest extent permitted by law.

B. ~~Adjustments~~. In the event of any corporate transaction involving the Company (including, without limitation, any subdivision or combination or exchange of the outstanding shares of common stock, stock dividend, stock split, spin-off, split-off, recapitalization, capital reorganization, liquidation, reclassification of shares of common stock, merger, consolidation, extraordinary cash dividend or distribution or sale, lease or transfer of substantially all of the assets of the Company, in each case, as determined by the Committee in its sole discretion) or in the event of any other unusual or nonrecurring events or circumstances (including, without limitation, acquisitions or divestitures; asset write-downs; significant litigation, judgments or settlements; foreign exchange gains or losses; or changes in applicable laws, regulations or accounting standards of principles, in each case as determined by the Committee in its sole discretion) the Committee may make or provide for such adjustments in any Performance Goals applicable to an Incentive Bonus as the Committee may determine to be appropriate in order to prevent dilution or enlargement of the benefits of Participants hereunder (provided that with respect to Qualified Incentive Bonuses, unless otherwise determined by the Committee, any such adjustment shall be made in accordance with Code Section 162(m)).

V. ~~Establishment of Performance Goals and Incentive Bonus Opportunities~~

No later than the Determination Date for each Performance Period, the Committee shall establish in writing (i) the employees of the Company, its Subsidiaries and Affiliates who shall be Participants in the Plan with respect to such Performance Period, (ii) the Performance Goals applicable to each such Participant (including, as the Committee deems advisable, threshold, target and maximum levels of performance), (iii) each Participant’s target and, if applicable, threshold and maximum Incentive Bonus opportunities for such Performance Period, (iv) the method for computing the amount of Incentive Bonuses that may be payable under the Plan to each Participant for such Performance Period if the Performance Goals established by the Committee for such Performance Period are attained in whole or in part and (v) whether such Incentive Bonuses are intended to be Qualified Incentive Bonuses or Non-Qualified Incentive Bonuses.

~~VI.~~ ~~Termination of Employment~~

Except as otherwise provided in Sections VI.A and VI.B below, payment of an Incentive Bonus shall be contingent upon (i) attainment of the applicable Performance Goals within the applicable Performance Period and (ii) the Participant’s continuing employment with the Company, a Subsidiary or Affiliate on the date such Incentive Bonus is paid.

A. ~~Termination due to Death or Disability~~. If a Participant’s employment with the Company, a Subsidiary or Affiliate is terminated due to the Participant’s death or Disability prior to payment of an Incentive Bonus, the Committee may, in its sole discretion, permit all or any part of such Incentive Bonus to be paid without regard to the attainment of the applicable Performance Goals. Any Incentive Bonus to be paid pursuant to this Section VI.A shall be paid to the Participant or the Participant’s estate, as applicable, at the time the Company pays Incentive Bonuses to its employees generally in accordance with Section IX.

B. ~~Other Terminations~~. If a Participant’s employment with the Company, a Subsidiary or Affiliate terminates for any reason other than the Participant’s death or Disability prior to the payment of an Incentive Bonus, then (i) in the case of a Qualified Incentive Bonus, the Committee may, in its sole discretion, permit the payment of all or any part of such Qualified Incentive Bonus, if any, that would have been paid to the Participant absent such termination based on the actual outcome of the applicable Performance Goals during the applicable Performance Period, as certified pursuant to Section VII.F, and (ii) in the case of a Non-Qualified Incentive Bonus, the Committee may, in its sole discretion, permit all or any part of such Non-Qualified Incentive Bonus to be paid without regard to the attainment of the applicable Performance Goals. Any Incentive Bonus to be paid pursuant to this Section VI.B shall be paid to the Participant at the time the Company pays Incentive Bonuses to its employees generally in accordance with Section IX.

~~VII.~~ ~~Additional Rules Applicable to Qualified Incentive Bonuses~~

A. Unless otherwise specifically determined by the Committee, any Incentive Bonus granted to a “covered employee” whose “applicable employee remuneration” (each within the meaning of Code Section 162(m)) is expected to exceed $1,000,000 for the year in which such Incentive Bonus may be paid is intended to be a Qualified Incentive Bonus.

B. Qualified Incentive Bonuses must be based solely on the attainment of one or more objective Performance Goals and may not be based on subjective criteria. In addition, no later than the Determination Date, the Committee shall designate in writing how the relevant Performance Goals with respect to the Performance Period will be calculated.

~~C. Neither the grant nor the payment of any Non-Qualified Incentive Bonus shall be made contingent on the failure to earn any Qualified Incentive Bonus.~~

D. The maximum aggregate Qualified Incentive Bonus that may be payable to any Participant under the Plan with respect to any fiscal year of the Company shall not exceed $5,000,000.

E. The Committee shall have no discretion to increase the amount of Qualified Incentive Bonuses that would otherwise be due upon attainment of the relevant Performance Goals; provided, however, that the Committee may exercise negative discretion within the meaning of Treasury regulation 1.162-27(e)(2)(iii)(A) with respect to any Qualified Incentive Bonus hereunder to reduce any amount that would otherwise be payable hereunder.

F. Payment of any Qualified Incentive Bonus pursuant to the Plan shall be contingent upon the Committee’s certifying in writing that the Performance Goals and any other material terms applicable to such Qualified Incentive Bonus were in fact satisfied, in accordance with Code Section 162(m). Unless and until the Committee so certifies, such Qualified Incentive Bonus shall not be paid.

~~VIII.~~ ~~Change in Control~~

In connection with the consummation of a Change in Control of the Company, the Committee may, in its sole discretion, permit all or any part of a Participant’s target Incentive Bonus for the Performance Period in which such Change in Control occurs to be paid without regard to the attainment of the applicable Performance Goals. Any Incentive Bonus to be paid pursuant to this Section VIII shall be paid to the Participant on or as soon as administratively practicable following the consummation of such Change in Control, but in no event later than March 15 of the year following the year in which such Change in Control occurs.

~~IX.~~ ~~Payment of Incentive Bonuses; Tax Withholdings~~

A. Earned Incentive Bonuses shall be paid after the last day of the fiscal year that includes the last day of the Performance Period to which such Incentive Bonuses relate as soon as practicable following the later of (i) the receipt and certification of the Company’s audited financial statements for such fiscal year and (ii) the approval or certification of such Incentive Bonuses by the Committee, but in all cases no later than the last day of the fiscal year immediately following such fiscal year.

B. The Company shall have the right to deduct from all Incentive Bonuses payable hereunder any federal, state, local or foreign taxes that the Company reasonably believes are required by law to be withheld with respect to such payments, and no Incentive Bonuses will be paid until the Participant has made arrangements with the Company to satisfy any such withholding taxes.

X. ~~Non-exclusivity of Plan~~

Subject to Section VII.C, nothing in the Plan shall be construed in any way as limiting the authority of the Committee, the Board, the Company or any Subsidiary or Affiliate to establish any other annual or incentive compensation plan or as limiting the authority of any of the foregoing to pay cash bonuses or other supplemental or additional incentive compensation to any persons employed by the Company, its Subsidiaries or Affiliates, whether or not such person is a Participant in this Plan and regardless of how the amount of such bonus or compensation is determined.

~~XI.~~ ~~Amendment, Termination and Term of Plan~~

The Board, without the consent of any Participant, may at any time terminate or from time to time amend the Plan in whole or in part; provided, however, that no amendment with respect to, or affecting, Qualified Incentive Bonuses that would require the consent of the stockholders of the Company pursuant to Code Section 162(m) shall be effective without such consent.

~~XII.~~ ~~Interpretation and Construction~~

A. No provision of the Plan, nor the status of any employee as a Participant, shall constitute an employment agreement or in any way affect the duration of any Participant’s employment or the rights of the Company or the Participant to terminate such employment. Both the Participant and the applicable employer shall have the same ability to terminate employment as if the Plan had not been adopted.

B. Any provision of the Plan that could be construed to prevent Qualified Incentive Bonuses under the Plan from qualifying for deductibility under Code Section 162(m) shall, to such extent, be disregarded.

~~XIII.~~ ~~Adjustment; Repayment of Incentive Bonuses~~

All Incentive Bonuses paid or to be paid under the Plan are subject to rescission, cancellation or recoupment, in whole or in part, under any current or future “clawback” or similar policy of the Company that is applicable to the Participant.

~~XIV.~~ ~~Effective Date~~

~~The Plan shall be effective as of February 26, 2015, provided that, as a condition to the payment of Qualified Bonuses for 2015 and future years, the Company’s stockholders must approve the Plan.~~

~~XV.~~ ~~Governing Law~~

~~The terms of the Plan shall be governed by the laws of the Commonwealth of Pennsylvania, without reference to the conflicts of laws principles thereof.~~

	~~Shareowner Services~~
	~~P.O. Box 64945~~
		Shareowner Services P.O. Box 64945 St. Paul, MN 55164-0945

Vote by Internet, Telephone or Mail 24 Hours a Day, 7 Days a Week
Your phone or Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card.
:	INTERNET – www.proxypush.com/cck Use the Internet to vote your proxy until 11:59 p.m. (CT) on April 25, 2018.

(	PHONE – 1-866-883-3382 Use a touch-tone telephone to vote your proxy until 11:59 p.m. (CT) on April 25, 2018.

*	MAIL – Mark, sign and date your proxy card and return it in the postage-paid envelope provided.

Voting your Proxy by Internet or Telephone
• Please have your Proxy Card and the last four digits of your Social Security Number or Tax Identification Number available.
• You do NOT need to mail back your Proxy Card.

~~Vote by Internet, Telephone or Mail~~ ~~24 Hours a Day, 7 Days a Week~~
~~Your phone or Internet vote authorizes the named~~ ~~proxies to vote your shares in the same manner as if~~ ~~you marked, signed and returned your proxy card.~~
:	~~INTERNET/MOBILE~~ ~~– www.proxypush.com/cck~~ ~~Use the Internet to vote your proxy until 11:59 p.m. (CT) on April 22, 2015.~~

(	~~PHONE – 1-866-883-3382~~ ~~Use a touch-tone telephone to vote your proxy~~ ~~until 11:59 p.m. (CT) on April 22, 2015.~~

*	~~MAIL~~ ~~– Mark, sign and date your proxy card and~~ ~~return it in the postage-paid envelope provided.~~

~~Voting your Proxy by Internet or Telephone~~
~~• Please have your Proxy Card and the last~~ ~~four digits~~ ~~of your Social Security Number or Tax Identification~~ ~~Number available.~~
~~• You do NOT need to mail back your Proxy Card.~~

TO VOTE BY MAIL AS THE BOARD OF DIRECTORS RECOMMENDS ON ALL ITEMS BELOW,

SIMPLY SIGN, DATE, AND RETURN THIS PROXY CARD.

~~TO VOTE BY MAIL AS THE BOARD OF DIRECTORS RECOMMENDS ON ALL ITEMS BELOW,~~

~~SIMPLY SIGN, DATE, AND RETURN THIS PROXY CARD.~~

~~\/ Please detach here \/~~

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The Board of Directors Recommends a Vote FOR Items 1 through 3 and AGAINST Item 4.

Election of

01 John W. Conway

05 Rose Lee

09 Josef M. Müller

□

Vote FOR ~~Items 1 through 4.~~

1.	~~Election of~~	~~01 Jenne K.~~ ~~Britell~~	05	□	WITHHOLD Vote
	directors:	02 Timothy J. Donahue	06 William G. Little	10 Caesar F. Sweitzer		all nominees		from all nominees
		03 Arnold W. Donald	07 Hans J. Löliger	~~09 Caesar F. Sweitzer~~	□	~~Vote FOR~~	□	~~Vote WITHHELD~~
	~~directors:~~	~~02 John W. Conway~~	~~06 James H. Miller~~	~~10 Jim L. Turner~~		~~all nominees~~		~~from all nominees~~
		~~03 Arnold W. Donald~~	~~07 Josef M. Müller~~	11 Jim L. Turner		(except as marked)
		04 Andrea J. Funk	08 James H. Miller	12 William S. Urkiel		~~(except as marked)~~
		~~04 William G. Little~~	~~08 Thomas A. Ralph~~

Instructions: To withhold authority to vote for any indicated nominee(s),

write the number(s) of the nominee(s) in the box provided to the right.

~~(Instructions: To withhold authority to vote for any indicated nominee(s),~~ ~~write the number(s) of the nominee(s) in the box provided to the right.)~~
2.	~~Ratification of the appointment of independent auditors for the fiscal year~~ ~~ending December 31, 2015.~~
2.	Ratification of the appointment of independent auditors for the fiscal year ending December 31, 2018.	□	~~For~~	□	~~Against~~	□	~~Abstain~~

3.	~~Approval, by non-binding advisory vote, of the resolution on executive~~ ~~compensation as described in the Proxy Statement.~~	□	~~For~~	□	~~Against~~	□	~~Abstain~~

4.	~~Approval of the 2015 Annual Incentive Bonus Plan.~~	□	For	□	Against	□	Abstain

Approval by advisory vote of the resolution on executive compensation~~THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTED~~ ~~FOR~~
as described in the Proxy Statement.

~~ITEMS 1 THROUGH 4.~~

~~Address Change? Mark box, sign and indicate changes below:~~ □	~~Date _____________________________________~~	□	For	□	Against	□	Abstain

4.	To consider and act upon a Shareholder's proposal to amend the Company's existing proxy access By-Law.	□	For	□	Against	□	Abstain

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTED FORITEMS 1 THROUGH 3, AND AGAINST ITEM 4.

~~Signature(s) in Box~~

~~Please sign exactly as your name(s) appears on Proxy. If held in joint tenancy, all persons should sign. Trustees, administrators,~~

Address Change? Mark box, sign and indicate changes below: □	Date _____________________________________




	Signature(s) in Box Please sign exactly as your name(s) appears on Proxy. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy.

CROWN HOLDINGS, INC.

The 2018 Annual Meeting of Shareholders will be held

on April 26, 2018 at 9:30 a.m. at:

Crown Holdings, Inc.

One Crown Way

Philadelphia, Pennsylvania

Copies of the following materials are available at

http://www.crowncork.com/investors/proxy-online

• the Proxy Statement relating to the Annual Meeting of Shareholders

• this Proxy Card

• the Annual Report to Shareholders

	Crown Holdings, Inc. One Crown Way Philadelphia, PA 19154-4599

PROXY

~~CROWN HOLDINGS, INC.~~

~~The 2015 Annual Meeting of Shareholders will be held on~~

~~April 23, 2015 at 9:00 a.m. at the headquarters of the Company’s Mexican subsidiary:~~

~~Fábricas Monterrey S.A. de C.V.~~

~~Ave. Alfonso Reyes 2239 Nte.~~

~~Col. 15 de Mayo~~

~~Monterrey, N.L.~~

~~CP 64450~~

~~Mexico~~

~~Copies of the following materials are available at~~

~~http://www.crowncork.com/investors/proxy-online~~

~~• the Proxy Statement relating to the Annual Meeting of Shareholders~~

~~• this Proxy Card~~

~~• the Annual Report to Shareholders~~

~~Crown Holdings, Inc.~~

~~One Crown Way~~

~~Philadelphia, PA 19154-4599~~

~~PROXY~~

~~Proxy for Annual Meeting of Shareholders to be held on April 23, 2015~~Proxy for Annual Meeting of Shareholders to be held on April 26, 2018

This Proxy is solicited on behalf of the Board of Directors.

The undersigned hereby appoints Timothy J. Donahue, Thomas A. Kelly and William T. Gallagher as Proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side, all the shares of stock of Crown Holdings, Inc. held of record by the undersigned on March 6, 2018 at the Annual Meeting of Shareholders to be held at One Crown Way, Philadelphia, Pennsylvania on April 26, 2018 at 9:30 a.m., or any adjournments thereof, for the items shown on the reverse side and, in the discretion of the Proxies, on any other matter that may properly come before the meeting or any adjournments thereof.

You are encouraged to specify your choices by marking the appropriate boxes (SEE REVERSE SIDE), but you need not mark any boxes if you wish to vote in accordance with the Board of Directors' recommendations. The Proxies cannot vote your shares unless you sign and return this card or you elect to vote your shares electronically by telephone or via the Internet.

See reverse for voting instructions.

~~This Proxy is solicited on behalf of the Board of Directors.~~

The undersigned hereby appoints John W. Conway, Timothy J. Donahue and William T. Gallagher as Proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side, all the shares of stock of Crown Holdings, Inc. held of record by the undersigned on March 3, 2015 at the Annual Meeting of Shareholders to be held at the headquarters of the Company’s Mexican subsidiary Fábricas Monterrey S.A. de C.V., located at Ave. Alfonso Reyes 2239 Nte., Col. 15 de Mayo, Monterrey, N.L., Mexico on April 23, 2015 at 9:00 a.m., or any adjournments thereof, for the items shown on the reverse side and, in the discretion of the Proxies, in any other matter that may properly come before the meeting or any adjournments thereof.

You are encouraged to specify your choices by marking the appropriate boxes (SEE REVERSE SIDE), but you need not mark any boxes if you wish to vote in accordance with the Board of Directors’ recommendations. The Proxies cannot vote your shares unless you sign and return this card or you elect to vote your shares electronically by telephone or via the Internet.

~~See reverse for voting instructions.~~

Time and Date:	9:30 a.m. local time, April 26, 2018

Place:	One Crown Way Philadelphia, Pennsylvania

Record Date:	March 6, 2018. Only Shareholders of record of the Company's Common Stock at the close of business on the Record Date will be entitled to vote at the Annual Meeting.


Internet	Phone	Mail	In Person




www.proxypush.com/cck Deadline for voting online is 11:59 p.m. (CT) on April 25, 2018.	1-866-883-3382 Deadline for voting by phone is 11:59 p.m. (CT) on April 25, 2018.	Mark, sign and date your proxy card and return it in the postage-paid envelope provided. Your proxy card must be received before the Annual Meeting.	For instructions on attending the Annual Meeting, please see "Questions and Answers About the 2018 Annual Meeting" on page 10.

BOARD TENURE
Less than 6 years	6 – 10 years	More than 10 years

Name	Age	Principal Occupation	Year Became Director	Age	Principal Occupation	Year Became Director

Jenne K. Britell, Ph.D. (b)	72	Former Senior Managing Director of Brock Capital Group; former Chairman and Chief Executive Officer of Structured Ventures and former Executive Officer of several General Electric financial services companies; also Chairman of United Rentals and a Director of Quest Diagnostics	2000
John W. Conway (a)				72	Chairman of the Board and former Chief Executive Officer of the Company; also a Director of PPL Corporation	1997
Timothy J. Donahue (a)				55	President and Chief Executive Officer of the Company	2015

John W. Conway (a)	69	Chairman of the Board and Chief Executive Officer of the Company; also a Director of PPL Corporation	1997

Arnold W. Donald (c)	60	President, Chief Executive Officer and Director of Carnival Corporation; former President and Chief Executive Officer of The Executive Leadership Council; also a Director of Bank of America Corporation and a former director of The Laclede Group and Oil-Dri Corporation of America	1999

Name	Age	Principal Occupation	Year Became Director

William G. Little (a) (c) (d)	72	Former Chairman and Chief Executive Officer of West Pharmaceutical Services	2003
Hans J. Löliger (c) (d)	72	Vice Chairman of Winter Group; former Chief Executive Officer of SICPA Group	2001
James H. Miller (d)	66	Former Chairman and Chief Executive Officer of PPL Corporation; also a Director of Rayonier Advanced Materials, AES Corporation and Chicago Bridge & Iron Company and a former Director of Lehigh Gas Partners	2010

Josef M. Müller (b)	67	President of Swiss Association of Branded Consumer Goods ‘PROMARCA’; former Chairman and Chief Executive Officer of Nestlé in the Greater China Region	2011
Thomas A. Ralph (a) (b) (d)	74	Retired Partner, Dechert	1998

Caesar F. Sweitzer (b)	64	Former Senior Advisor and Managing Director of Citigroup Global Markets	2014
Jim L. Turner (c)	69	Principal of JLT Beverages; former Chairman, President and Chief Executive Officer of Dr Pepper/Seven Up Bottling Group; also a Director of Dean Foods and Comstock Resources	2005

William S. Urkiel (b)	69	Former Senior Vice President and Chief Financial Officer of IKON Office Solutions; also a Director of Roadrunner Transportation Systems	2004

	By Order of the Board of Directors

	~~WILLIAM T. GALLAGHER~~
	~~Senior Vice President,~~ADAM J. DICKSTEIN
	Corporate Secretary
	~~& General Counsel~~

2018 PROXY STATEMENT SUMMARY	1

QUESTIONS AND ANSWERS ABOUT THE ~~2015~~2018 ANNUAL MEETING	10

PROPOSAL 1: ELECTION OF DIRECTORS	16

DIRECTOR COMPENSATION	20

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE	21

COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS AND EXECUTIVE OFFICERS	22

CORPORATE GOVERNANCE	24

COMPENSATION DISCUSSION AND ANALYSIS	28

COMPENSATION COMMITTEE REPORT	44

EXECUTIVE COMPENSATION	46

PRINCIPAL ACCOUNTANT FEES AND SERVICES	58

AUDIT COMMITTEE REPORT	59

PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS	60

PROPOSAL 3: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION	61

PROPOSAL 4: SHAREHOLDER PROPOSAL TO AMEND THE COMPANY'S EXISTING PROXY ACCESS BY-LAW	62

OTHER MATTERS	65

Agenda Item	Board Recommendation	Page
1. Election of Directors	FOR EACH DIRECTOR NOMINEE	16
2. Ratification of appointment of Independent Auditors	FOR	60
3. Advisory vote to approve executive compensation	FOR	61
4. Shareholder proposal to amend the Company's existing proxy access By-Law	AGAINST	62

Audit Fees	Audit-Related Fees	Tax Compliance Fees	Tax Advisory Services Fees	All Other Fees
$6,204,000	$830,000	$290,000	$1,599,000	$102,000

Name and Position	Year	Salary	Grant Date Projected Value of Unvested Restricted Stock Awards	Non-Equity Incentive Plan Compensation	Change in Pension Value	All Other Compensation	Total Realizable Compensation⁽¹⁾	Total Actual Realized Compensation⁽²⁾
Timothy Donahue President and Chief Executive Officer	2017	$1,000,000	$5,200,004	$2,295,600	$2,810,148	$634,208	$11,939,960	$8,500,616
Timothy Donahue President and Chief Executive Officer	2016	915,000	5,051,113	2,594,849	1,994,476	419,188	10,974,626	6,974,883

NEO FORFEITURE OF PERFORMANCE-BASED SHARES
Year of Grant	Performance Period	Year of Forfeiture	% of Shares Forfeited
2013	2013 – 2015	2016	63%
2014	2014 – 2016	2017	34%
2015	2015 – 2017	2018	100%

(a) Member of the Executive Committee	(c)Member of the Compensation Committee
(b) Member of the Audit Committee	(d)Member of the Nominating and Corporate Governance Committee

Name	Fees Earned or Paid in Cash (1)	Stock Awards (2)	Total
Jenne Britell (3)	$60,000	$90,000	$150,000
John Conway	180,000	120,000	300,000
Arnold Donald	107,000	120,000	227,000
Andrea Funk (4)	25,000	30,000	55,000
Rose Lee	110,000	120,000	230,000
William Little	147,000	120,000	267,000
Hans Löliger	127,000	120,000	247,000
James Miller	107,000	120,000	227,000
Josef Müller	115,250	120,000	235,250
Thomas Ralph (5)	58,500	60,000	118,500
Caesar Sweitzer	115,000	120,000	235,000
Jim Turner	112,250	120,000	232,250
William Urkiel	115,250	120,000	235,250
(1) Each Director may defer receipt of all, or any part, of his or her cash compensation until termination of service as a Director. At the election of the Director, deferred cash compensation amounts are paid in either a lump sum or installments over a period not to exceed 10 years after departure from the Board and are credited with interest at the prime rate until distributed. (2) The annual grant of Company Common Stock for 2017 consisted of $120,000 of Company Common Stock under the Stock Compensation Plan for Non-Employee Directors and was paid on a quarterly basis. The number of shares paid each quarter is determined based on the average of the closing market price of the Company's Common Stock on each of the second through sixth business days following the date on which the Company publicly released its quarterly results. (3) Dr. Britell resigned as a Director of the Company in July 2017. (4) Ms. Funk was elected to the Board in July 2017. (5) Mr. Ralph retired as a Director of the Company in April 2017.

~~(1)~~	Each Director may defer receipt of all, or any part, of his or her cash compensation until termination of service as a Director. Mr. Ralph deferred receipt of $70,000 of his cash-based compensation in 2014. At the election of the Director, deferred cash compensation amounts are paid in either a lump sum or installments over a period not to exceed 10 years after departure from the Board and are credited with interest at the prime rate until distributed.
~~(2)~~	The annual grant of Company Common Stock for 2014 consisted of $110,000 of Company Common Stock under the Stock Compensation Plan for Non-Employee Directors and was paid on a quarterly basis. The number of shares paid each quarter is determined based on the average of the closing market price of the Company’s Common Stock on each of the second through sixth business days following the date on which the Company publicly released its quarterly results.
~~(3)~~	~~Because he reached the mandatory retirement age for Directors of the Company, Mr. du Rouret did not stand for re-election to the Board at the Company’s 2014 Annual Meeting of Shareholders.~~

Annual Cash Base Fee	$100,000
Annual Equity Grant	120,000	(1)
Supplemental Annual Cash Committee Fees:
·Audit Committee - Chairperson	20,000
·Audit Committee - Other Members	10,000
·Compensation Committee and Nominating and Corporate Governance Committee - Chairperson	20,000
·Compensation Committee and Nominating and Corporate Governance Committee - Other Members	7,000
Annual Presiding Director Fee	20,000	(2)
(1) Increased from $110,000 effective April 1, 2015 (2) Increased from $10,000 effective April 1, 2015

Cash Base Fee	$100,000
Equity Grant	135,000
Supplemental Cash Committee Fees:
·Audit Committee - Chair ·Audit Committee - Other Members ·Compensation Committee and Nominating and Corporate Governance Committee - Chair ·Compensation Committee and Nominating and Corporate Governance Committee - Other Members	25,000 10,000 20,000 7,000
Non-Executive Board Chairman Fee	80,000
Presiding Director Fee	25,000

Name and Address	Amount of Common Stock of the Company Owned Beneficially, Directly or Indirectly		Percentage of Outstanding Shares (1)
Massachusetts Financial Services Company (2) 111 Huntington Avenue Boston, MA 02199		11,821,939	8.5%
BlackRock, Inc. and its affiliates (3) 55 East 52nd Street New York, NY 10022		9,339,360	6.7%
Boston Partners (4) One Beacon Street Boston, MA 02108		9,195,934	6.6%
The Vanguard Group (5) 100 Vanguard Blvd. Malvern, PA 19355		8,511,133	6.1%
JPMorgan Chase & Co. (6) 270 Park Avenue New York, NY 10017		8,157,594	5.9%
Janus Capital Management LLC (7) 151 Detroit Street Denver, CO 80206		7,250,380	5.2%

Name and Address	Amount of Common Stock of the Company Owned Beneficially, Directly or Indirectly	Percentage of Outstanding Shares (1)
The Vanguard Group (2) 100 Vanguard Blvd. Malvern, PA 19355	11,666,070	8.7%
Massachusetts Financial Services Company (3) 111 Huntington Avenue Boston, MA 02199	9,299,396	6.9%
BlackRock, Inc. (4) 55 East 52^nd Street New York, NY 10055	6,890,789	5.1%
(1) Percentages are derived based upon 134,301,833 shares of Common Stock outstanding as of March 6, 2018. (2) The Vanguard Group, an investment advisor, reported that it may be deemed to be the beneficial owner of 11,666,070 shares of the Company's Common Stock. The Vanguard Group reported that it had sole dispositive power with respect to 11,538,435 shares, including 102,086 shares for which it had sole voting power and 36,675 shares for which it had shared voting power, and shared dispositive power with respect to 127,635 shares. (3) Massachusetts Financial Services Company, an investment advisor, reported that it may be deemed to be the beneficial owner of 9,299,396 shares of the Company's Common Stock. Massachusetts Financial Services Company reported that it had sole dispositive power with respect to 9,299,396 shares, including 8,321,986 shares for which it had sole voting power. (4) BlackRock, Inc., a parent holding company, reported that it may be deemed to be the beneficial owner of 6,890,789 shares of the Company's Common Stock. BlackRock, Inc. reported that it had sole dispositive power with respect to 6,890,789 shares, including 6,028,092 shares for which it had sole voting power.


Jenne Britell	52,368	*
John Conway (2)	1,537,813	1.1%
Timothy Donahue (2)	258,062	*
Arnold Donald (3)	20,907	*
Gerard Gifford (4)	112,028	*
Thomas Kelly (2) (5)	116,134	*
William Little	42,881	*
Hans Löliger	69,000	*
Raymond McGowan	86,161	*
James Miller	11,371	*
Josef Müller	10,684	*
Thomas Ralph	70,707	*
Caesar Sweitzer	2,284	*
Jim Turner	79,095	*
William Urkiel	34,314	*
Directors and Executive
Officers as a Group of 18 (6)	2,660,601	1.9%

Name	Minimum Bonus as a Percentage of Base Salary	Maximum Bonus as a Percentage of Base Salary	Target Bonus as a Percentage of Base Salary	Target Bonus Amount	Actual Bonus as a Percentage of Base Salary	Actual Bonus Amount
John Conway	0%	345%	115%	$1,236,250	235%	$2,530,604
Thomas Kelly	0%	180%	60%	288,000	123%	589,536
Timothy Donahue	0%	285%	95%	584,250	194%	1,195,960
Raymond McGowan	0%	240%	80%	476,000	157%	932,532
Gerard Gifford	0%	240%	80%	440,000	170%	937,640

Name	Economic Profit (in millions)			Modified Operating Cash Flow (in millions)
Name	Threshold	Target	Actual	Threshold	Target	Actual
John Conway	$323.4	$404.3	$443.1	$710.1	$887.6	$1,158.6
Thomas Kelly	323.4	404.3	443.1	710.1	887.6	1,158.6
Timothy Donahue	323.4	404.3	443.1	710.1	887.6	1,158.6
Raymond McGowan	138.8	173.5	191.7	273.6	342.0	342.5
Gerard Gifford	152.6	190.8	210.9	257.8	322.2	522.2