UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) ofthe Securities Exchange Act of 1934 (Amendment No. )
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BALL CORPORATION
Annual Meeting
of Shareholders
and Proxy Statement
April
time
Broomfield,
NOTICE OF ANNUAL MEETING OF 25, 2018 2018. officers. 24, 2018. The Vanguard Group BlackRock, Inc. Vanguard Fiduciary Trust Company T. Rowe Price Associates, Inc. Name of Robert W. Alspaugh Charles E. Baker Erik C. M. Bouts Michael J. Cave Hanno C. Fiedler John A. Hayes R. David Hoover Scott C. Morrison Georgia R. Nelson Lisa A. Pauley George M. Smart Theodore M. Solso Stuart A. Taylor II All of the above and present executive officers as a group (19) Robert W. Alspaugh 2005. Michael J. Cave served for many years in senior management positions at Boeing. John A. Hayes Cathy D. Ross 1998-2004. Specific qualifications, attributes, skills and experience:Mr. Solso had a successful 40-year career at Cummins Inc., a Fortune 500 manufacturing company with operations around the world. This culminated with Mr. Solso becoming Chairman and Chief Executive Officer of Cummins in January 2000, a position he held through 2011, for a total of 12 years. Under his leadership, Cummins increased revenues from $6.6 billion in 2000 to over $18 billion in 2011. During the same period, its earnings per share and operating cash flow increased from $0.35 and $550 million, to $9.55 and $2.1 billion, respectively. Mr. Solso has been on the Ball Board since 2003 and is a trustee of Earth University in Costa Rica. He also serves on the board of Ad Astra Rocket Company, Houston, Texas; and General Motors Co., Detroit, Michigan, and was elected its Lead Independent Director in January 2016. Mr. Stuart A. Taylor II Daniel J. Heinrich Edgewell Personal Care Company, St. Louis, Missouri. 2011. Previous corporate roles include senior vice president and treasurer at Transamerica Finance Corporation; senior vice president, treasurer and controller at Granite Management Company; and senior vice president, chief accounting officer and controller at First Nationwide Bank. Specific qualifications, attributes, skills and experience: General Motors Company. 2017. ” ” ” 2017. Audit Fees Audit Reports Audit-Related Fees Benefit Plans Consultations Tax Fees Tax Compliance Matters Tax Consultations All Other Fees ” 2017. groups that represent major causes or constituents; and (7) meet the criteria, if any, for being a director of the Corporation as set forth in the Indiana Business Corporation Law, the Articles of Incorporation and the Bylaws of the Corporation. 80038-5000 or facsimile transmission to 303-460-2691. ” ” Revenue (net sales) Net Earnings (comparable basis)* Free Cash Flow* Closing Stock Price on December 31 Diluted Earnings Per Share (comparable basis)* balanced capital allocation; and Our Compensation Plans are Closely Linked to Business Performance— periods completed at Composition of our NEOs in and cash flow performance metrics were finalized in early 2017. As such, per FASB ASC Topic 718 (“Topic 718”), these awards are not considered granted for accounting purposes until 2017 and are now included in the disclosure tables contained within this CD&A. No new SAIP awards were issued in 2017 and the values being reported in this proxy statement are simply the recognition of the awards communicated in 2016. The secondary market reference point A recommendation for the target total compensation of the Annual Incentive Performance Measures—Targets are established annually for each operating unit and for the Corporation as a whole based on prior performance. The Plan design motivates continuous improvement in order to achieve payouts at or above target over time. compared to the actual incentive paid as a result of the NEO John A. Hayes Scott C. Morrison Erik C. M. Bouts Charles E. Baker Lisa A. Pauley Certain U.S.-based executives, including the NEO John A. Hayes Scott C. Morrison Erik C. M. Bouts Charles E. Baker Lisa A. Pauley ” Performance Measure TSR ROAIC (after-tax) For each measure, minimum performance results in a zero payout factor, target performance results in a 100% payout factor and maximum performance results in a 200% payout factor for the respective one-half of the award. Performance between minimum, target and maximum is extrapolated to determine the payout factor. NEO John A. Hayes Scott C. Morrison Erik C. M. Bouts Charles E. Baker Lisa A. Pauley For the NEO John A. Hayes Scott C. Morrison Erik C. M. Bouts Charles E. Baker Lisa A. Pauley As a result of the ” 2017. The 401(k) savings plan is a tax-qualified defined contribution plan that allows U.S. salaried employees, including the in an equivalent manner. Stock Ownership Guidelines The Plans are intended to meet the deductibility requirements of Code Section 162(m) as performance-based pay, resulting in amounts paid being tax deductible to the Corporation. Code Section 162(m) generally provides that publicly-held corporations may not deduct in any one taxable year certain compensation in excess of $1 million paid to the CEO or any other executive officer (other than the CFO as such) whose total compensation is required to be disclosed in the The U.S. Tax Cuts and Jobs Act, passed in late 2017, amends Code Section 162(m), effective for tax years beginning in 2018. The Corporation and the Committee may make prospective changes to compensation to NEOs and related policies to comply with this legislation and maximize the potential deductibility of such compensation by the Corporation. Outcome” column under “Elements of Ball’s Executive Compensation Program and 2017 Performance.” higher than . ” ” NEO John A. Hayes Scott C. Morrison Erik C. M. Bouts Charles E. Baker Lisa A. Pauley 2019. Additionally, dividend equivalents related to all RSUs granted pursuant to the Amended and Restated 2013 Stock and Cash Incentive Plan will be accrued and paid only if the vesting condition is achieved and the restrictions on the units lapse. ” 2017 NEO John A. Hayes Scott C. Morrison Erik C. M. Bouts Charles E. Baker Lisa A. Pauley 2019; 6,000 on September 15, 2019; and 8,000 on September 15, 2020. Mr. Hayes Mr. Morrison Mr. Bouts Mr. Baker Ms. Pauley 2017 NEO John A. Hayes Scott C. Morrison Erik C. M. Bouts Charles E. Baker Lisa A. Pauley was: was: Non-Qualified Deferred Compensation Table Mr. 2017. Terms for plus0.5%times Final Monthly Average Salary in excess of Covered Compensationtimes Benefit Service through December 31, 2006, up to a maximum of 35 years, where beginning January 1, 2007, participants will receive benefits only in the form of a lump sum. In accordance with Code Section 409A, payments from the SERP will commence six months after termination of employment. The SERP was also amended to provide that when determining lump sum payments, the SERP would use the same assumptions that exist in the salaried retirement plans except that the interest rate used shall be equal to four-fifths of the interest rate used to determine lump sum benefits under those salaried retirement plans in recognition that payments from the SERP cannot be rolled into a tax-deferred account such as an IRA. Present Value Assumptions Pension Benefits Table Post-Termination Employment Benefits Summary The table below represents the amounts potentially payable to the NEOs under various termination scenarios. The values assume termination on December 31, Cash Severance Long-Term Cash Incentive Outstanding Stock Awards Outstanding Performance Awards Unexercisable Stock Options Retirement Benefits Health & Welfare Perquisites Total Scott C. Morrison Cash Severance Long-Term Cash Incentive Outstanding Stock Awards Outstanding Performance Awards Unexercisable Stock Options Retirement Benefits Health & Welfare Perquisites Total Erik C. M. Bouts Cash Severance Long-Term Cash Incentive Outstanding Stock Awards Outstanding Performance Awards Unexercisable Stock Options Retirement Benefits Health & Welfare Perquisites Total Charles E. Baker Cash Severance Long-Term Cash Incentive Outstanding Stock Awards Outstanding Performance Awards Unexercisable Stock Options Retirement Benefits Health & Welfare Perquisites Total Lisa A. Pauley Cash Severance Long-Term Cash Incentive Outstanding Stock Awards Outstanding Performance Awards Unexercisable Stock Options Retirement Benefits Health & Welfare Perquisites Total 2017, are: 2018. Vote requested.We believe the information we have provided above and within the affect the outcome of the vote. 2018. written request to receive a separate Proxy Statement and Annual Report to the Corporation at: Ball Corporation, Attention: Investor Relations, 10 Longs Peak Drive, Broomfield, Colorado 80021 or call Investor Relations at 303-460-5727. Shareholders who currently receive multiple copies of the Proxy Statement and Annual Report at their address and would like to request householding of their communications should contact their broker. 
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are trademarks of Ball Corporation, Reg. U.S. Pat. & Tm. Office
SHAREHOLDERS 1 PROXY STATEMENT2 32 43 54 65 76
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27 27, 2016,25, 20188:007:30 a.A.M.m., local timeCorporation'sCorporation’s offices, 10 Longs Peak Drive, Broomfield, Colorado 80021-2510, on Wednesday, April 27, 2016,25, 2018, at 8:00A.M.7:30 a.m. (MDT) for the following purposes:twothree directors for three-year terms expiring at the Annual Meeting of Shareholders to be held in 2019;2021;2.2016;2018;3.("NEOs"(“NEOs”) as disclosed in the following Proxy Statement; and4.2016,2018, are entitled to notice of and to vote at the Annual Meeting or any adjournment thereof. A Proxy Statement containing important information about the meeting and the matters being voted upon appears on the following pages.By Order of the Board of Directors,
Charles E. Baker
Corporate SecretaryCharles E. BakerCorporate Secretary20162018
Broomfield, Colorado
the votes cast and to report the results of voting on the items described above.
No management presentations or other business matters are planned for the meeting. PLEASE NOTE:The 2016 Annual Meeting of Shareholders will be held to tabulate the votes cast and to report the results of voting on the items described above. No management presentations or other business matters are planned for the meeting.
TO BE HELD WEDNESDAY, APRIL 27, 2016
for the Annual Shareholder Meeting
athttp://materials.proxyvote.com"Corporation"“Corporation” or "Ball"“Ball”) of proxies to be voted at the Annual Meeting of Shareholders (the "Annual Meeting"“Annual Meeting”) to be held April 27, 2016,25, 2018, for the purposes stated in the accompanying notice of the meeting. We are first furnishing and making available to shareholders the proxy materials on March 14, 2016.Corporation'sCorporation’s common stock as of the close of business on March 1, 2016,2018, the record date for the Annual Meeting, are entitled to notice of and to vote at the meeting, or at any adjournments or postponements of the meeting.2016,2018, the record date, desiring to submit a proxy by telephone or via the Internet will be required to enter the unique voter control number imprinted on the Ball Corporation proxy card, and therefore should have the proxy card for reference when initiating the process. ![[MISSING IMAGE: tv481757_ico-phone.jpg]](https://files.docoh.com/DEF 14A/0001144204-18-014563/tv481757_ico-phone.jpg){kind=small}
To submit your proxy by telephone, call 1-800-690-6903 on a touch-tone telephone and follow the menu instructions provided. There is no charge for this call. 
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To submit your proxy over the Internet, log on to the websiteWebsite www.proxyvote.com and follow the instructions provided. 2016,2018, the record date, and that entitles you to vote at the Annual Meeting. The Corporation'sCorporation’s Board of Directors ("Board"(“Board”) is soliciting your proxy to vote at the scheduled 20162018 Annual Meeting or at any later meeting should the scheduled Annual Meeting be adjourned or postponed for any reason. Your proxy will authorize specified people (proxies) to vote on your behalf at the Annual Meeting in accordance with your written instructions. By use of a proxy, you can vote, whether or not you attend the meeting.twothree director nominees named in this Proxy Statement for terms expiring at the 20192021 annual meeting of shareholders; (2) the ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2016;2018; and (3) an advisory vote to approve the compensation of the named executive officer compensation.Directors'Directors’ recommendations? The Board recommends a vote (1) FOR the election of the twothree director nominees named in this Proxy Statement; (2) FOR the ratification of the appointment of PricewaterhouseCoopers LLP as the Corporation'sCorporation’s independent registered public accounting firm for 2016;2018; and (3) FOR the advisory vote on the compensation of the named executive officers.6881,376 shares of common stock that have been granted as restricted stock without voting rights) is entitled to one vote on each of the twothree directors to be elected and one vote on each other matter that is properly presented at the Annual Meeting.21 of the Proxy Statement and on your proxy card, or you can complete, sign, date and mail your proxy card if you request a paper copy of the proxy materials. You may also vote by attending the Annual Meeting, or sending a personal representative to the Annual Meeting with an appropriate proxy, in order to vote. Unless you or a personal representative plan to be in attendance and vote at the meeting, your vote must be received no later than 11:59 P.M.p.m. (EDT) on Tuesday, April 26, 2016.("ESPP"(“ESPP”) or the 401(k) Plan? Participants may vote their shares in the manner set forth above; however, shares held through the Plans must be voted by 11:59 P.M.p.m. (EDT) on Sunday, April 24, 2016.22, 2018. The Trustee of the 401(k) Plan will vote the unvoted shares for each voting item in the same proportion as the voted shares for each item. The Administrator of the ESPP will vote the unvoted shares for that Plan in accordance with the Board of Directors'Directors’ recommendations."street name"“street name” through a bank or broker? If you hold your shares as a beneficial owner through a bank, broker or other nominee, you must provide voting instructions to your bank, broker or other nominee by the deadline provided in the materials you receive from your bank, broker or other nominee to ensure your shares are voted in the way you would like at the meeting. Your bank, broker or other nominee will send you specific instructions in this regard to vote your shares. If you do not provide instructions to your bank, broker or other nominee, whether your shares are voted depends on the type of item being considered for a vote. For example, under applicable stock exchange rules, brokers are permitted to vote on "discretionary"“discretionary” items if the voting instructions from the beneficial owners of the shares are not provided in a timely manner. Brokers are not permitted to vote on "nondiscretionary"“nondiscretionary” items. The proposal to approve the appointment of independent auditors is considered a "discretionary"“discretionary” item. This means that brokerage firms may vote in their discretion on this matter on behalf of clients who have not furnished voting instructions at least ten days before the date of the meeting. In contrast, the other items to be voted on at the Annual Meeting are "nondiscretionary"“nondiscretionary” items. This means brokerage firms that have not received voting instructions from their clients on these items may not vote on them. These so-called "broker nonvotes"“broker nonvotes” will be included in the calculation of the number of votes considered to be present at the meeting for purposes of determining a quorum, but will not be considered in determining the number of votes necessary for approval and will have no effect on the outcome of the votes for such items.
2016,2018, there were outstanding 141,385,688350,551,810 shares of common stock (together with the associated preferred stock purchase rights under the Rights Agreement dated as of July 26, 2006, between the Corporation and Computershare Investor Services, LLC, as amended).stock. Other than 6881,376 shares of common stock granted as restricted stock without voting rights, each of the shares of common stock is entitled to one vote. Shareholders do not have cumulative voting rights with respect to the election of directors.("SEC"(“SEC”), the following table indicates the beneficial owners of more than 5% of the Corporation'sCorporation’s outstanding common stock as of December 31, 2015:2017: Name and Address
of Beneficial Owner Shares
Beneficially Owned Percent
of Class T. Rowe Price Associates, Inc.
100 East Pratt Street
Baltimore, Maryland 21202 10.8 The Vanguard Group
100 Vanguard Boulevard
Malvern, Pennsylvania 19355 10.3 Wellington Management Group LLP
Wellington Group Holdings LLP
Wellington Investment Advisors Holdings LLP
c/o Wellington Management Company LLP
280 Congress Street
Boston, Massachusetts 02210 6.3 BlackRock, Inc.
55 East 52nd Street
New York, New York 10055 6.1 Name and Address
of Beneficial Owner Shares
Beneficially Owned Percent
of Class
100 Vanguard Boulevard
Malvern, Pennsylvania 19355 12,004,503 (1) 8.80
55 East 52nd Street
New York, New York 10022
7,741,147
(2)
5.70
500 Admiral Nelson Boulevard
Malvern, Pennsylvania 19355
7,670,504
(3)
5.63
100 East Pratt Street
Baltimore, Maryland 21202
7,072,388
(4)
5.10 254,09413,000 shares with shared voting power.11,735,03838,068,279 shares with sole dispositive power.269,465No shares with shared voting power and shared dispositive power.
61,503 shares with shared power to vote or direct to vote.
35,491,020 shares with sole power to dispose of or to direct the disposition of.
543,793 shares with shared power to dispose of or to direct the disposition of.a wholly owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 214,165 shares or 0.15% of the Common Stock outstanding of the Company as a result of its serving as investment manager of collective trust accounts.Vanguard Investments Australia, Ltd.(“VFTC”), a wholly owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 95,229388,101 shares or 0.06%0.11% of the Common Stockcommon stock outstanding of the CompanyCorporation as a result of its serving as investment manager of collective trust accounts.(2)6,635,642
21,890,225 shares with shared dispositive power.
No shares with sole voting power and 7,741,147dispositive power.
21,337,588 shares with sole dispositive power.(3)7,670,504No shares with shared voting power and 7,670,504power.
No shares with shared dispositive power.(4)2,232,561 shares with sole voting power and 7,072,388 shares with sole dispositive power.
("CEO"(“CEO”) or our Chief Financial Officer ("CFO"(“CFO”) during the last fiscal year, the three other most highly compensated executive officers of the Corporation and, as a group, all of such persons and our other executive officers as of the close of business on March 1, 2016.2018. Included in Shares
Beneficially Owned Excluded from Shares Title of
Class Name of
Beneficial
Owner
Beneficially
Owned (1)
Class (2)
Which Become
Available or
Subject to Options
Exercisable
or Which Become
Exercisable
Within 60 Days of
March 1, 2018 (3)
Share or
Stock Unit
Equivalent (4)
Stock
Shares or
Units (5) Common Robert W. Alspaugh 6,000 * — 59,922 75,214 Common Charles E. Baker 515,928 (6) * 314,512 137,466 62,229 Common Michael J. Cave 6,000 * — 6,120 22,854 Common Hanno C. Fiedler 326,050 * 72,590 — 72,590 Common Daniel W. Fisher 74,064 * 38,302 6,601 73,080 Common John A. Hayes 3,193,226 (7) * 2,690,516 546,209 279,929 Common Daniel J. Heinrich 9,500 * — 3,357 15,858 Common R. David Hoover 2,658,770 * 1,860,542 181,386 38,542 Common Pedro H. Mariani 6,000 * — — 50,542 Common Scott C. Morrison 927,905 * 577,714 288,284 98,810 Common Georgia R. Nelson 18,000 * — 69,501 71,214 Common Cynthia A. Niekamp 6,000 * — — 15,858 Common Lisa A. Pauley 697,605 (8) * 293,240 172,622 65,720 Common Cathy D. Ross — * — — 3,495 Common George M. Smart 189,766 * 114,882 26,848 71,214 Common Theodore M. Solso 121,882 (9) * — 130,227 71,214 Common Stuart A. Taylor II 167,356 * — 107,293 71,214 Common All of the above
and present
executive officers
as a group (21) 9,350,028 (10) 2.7 6,219,574 1,860,555 1,304,061 Included in Shares
Beneficially Owned
Excluded from Shares Title of Class
Beneficial
Owner Shares
Beneficially
Owned (1)Percent of
Class (2) Number of Shares
Which Become
Available or
Subject to Options
Exercisable
or Which Become
Exercisable
Within 60 Days of
March 1, 2016 (3) Deferred
Share or
Stock Unit
Equivalent (4) Restricted
Stock
Shares or
Units (5) Common — * — 25,895 30,941 Common 286,740 (6) * 248,897 56,823 12,814 Common 9,539 * 7,051 — 26,469 Common — * — 1,548 4,761 Common 116,730 * — — 29,629 Common 1,307,181 (7) 0.9 1,128,493 254,379 107,605 Common 1,806,578 (8) 1.3 1,421,000 109,704 12,605 Common 411,313 * 265,621 131,237 31,691 Common 6,000 * — 32,728 28,941 Common 322,977 (9) * 153,541 67,991 12,202 Common 34,442 * — 13,208 28,941 Common 64,154 (10) * — 60,027 28,941 Common 80,678 * — 52,783 28,941 Common 4,977,526 (11) 3.5 3,608,322 951,607 442,499 (1)(2)(3)(4)(5)RSUsRestricted Stock Units have no voting rights or dispositive investment power.(6)1,0402,080 shares owned by Mr. Baker'sBaker’s children, as to which he disclaims beneficial ownership.(7)58,200147,782 shares held in trust, for Mr. Hayes' spouse, as to which he disclaims beneficial ownership.(8)32,605 shares held in trust for Mr. Hoover's spouse, as to which he disclaims beneficial ownership.(9)Includes 130,603283,475 shares owned by Ms. Pauley'sPauley’s spouse, as to which she disclaims beneficial ownership.(10)28,00056,000 shares held in trust, as to which Mr. Solso disclaims beneficial ownership.(11)250,448489,337 shares to which beneficial ownership is disclaimed. In addition, no shares have been pledged as security.
previously Amended Articles of Incorporation, as amended, and the Indiana Business Corporation Law, our Board of Directors is divided into three classes, as nearly equal in number as possible, with directors serving staggered three-year terms. Amendments to the Indiana Business Corporation Law in 2009 made this classified Board structure statutorily required for Ball Corporation, effective from and after July 31, 2009. On April 27, 2016, two25, 2018, three persons are to be elected to serve as directors until the 20192021 Annual Meeting of Shareholders. Unless otherwise instructed on the accompanying proxy, the persons named in the proxy intend to vote for nominees Hanno C. FiedlerRobert W. Alspaugh, Michael J. Cave and Georgia R. NelsonPedro Henrique Mariani to hold office as directors of the Corporation until the 20192021 Annual Meeting of Shareholders (Class I)III), or, in each case, until his or her respective successor is elected and qualified. Each of the nominees has consented to be named as a candidate in the Proxy Statement and has agreed to serve if elected. If, for any reason, eitherany of the nominees becomes unavailable for election, the shares represented by proxies will be voted for any substitute nominee or nominees designated by the Board. The Board has no reason to believe that eitherany of the nominees will be unable to serve.Corporation'sCorporation’s Amended Articles of Incorporation, as amended, in an uncontested election, which is the case at this Annual Meeting, directors are elected by a majority of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present. If more "withhold"“against” than "for"“for” votes are received, the Corporation'sCorporation’s Bylaws require the director to resigntender his or her resignation and the Nominating/Corporate Governance Committee must make a recommendation to the Board to consider whether to accept the resignation. The relevant Bylaw provisions are set out in Exhibit A to this Proxy Statement. In a contested election, directors are elected by a plurality of the votes cast by the shares entitled to vote. AbstentionsFor this vote, abstentions and broker nonvotes are considered neither votes "for"“for” nor "against."“against” and will not affect the outcome of the vote. Proxies may not be voted for a greater number of persons than the twothree named nominees.IIII and for each continuing director in Classes III and IIIII is the director'sdirector’s principal occupation and employment during the past five years or, if longer, the period during which the director has served as a director, and certain other information, including his or her public company directorships during the past five years."FOR"“FOR” the election of each nominee for Director named.20192021 Annual Meeting (Class I)III)
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Hanno C. Fiedler2002 71Age:70Nominating/Corporate GovernanceFinanceIn Director, Autoliv, Inc., Stockholm, Sweden; VeriFone Systems, Inc., San Jose, California; and Triton International, Hamilton, Bermuda. past five years, Mr. Fiedler served on the Supervisory Boards of manroland AG, Offenbach, Germany; Pfleiderer AG, Neumarkt, Germany; Langmatz GmbH (now Langmatz AG), Garmisch-Partenkirchen, Germany; Thyssenkrupp Steel AG, Duisburg, Germany; HowaldtswerkeDeutsche Werft AG, Kiel, Germany; and Pfleiderer Unternehmensverwaltung GmbH, Neumarkt, Germany.Mr. Fiedler was Executive Vice President, Ball Corporation, and Chairman and Chief Executive Officer Ball Packaging Europe, Decemberfor KPMG International from 2002 to December 2005; Chairman and Chief Executive Officer, Schmalbach-Lubeca AG, 1996 to 2002.After Mr. Alspaugh enjoyed a successfuldistinguished 35-year career with TRW, Inc.,KPMG, with increasing responsibility, which culminated in 1996 Mr. Fiedler becamehis acting as Deputy Chairman and Chief Operating Officer of KPMG-U.S. from 1998 to 2002 and Chief Executive Officer of Schmalbach-Lubeca AG,KPMG International from 2002 to October 2005. Mr. Alspaugh’s extensive experience, qualifications and skills as a leader of one of the largest and most successful rigid packaging companies based in Europe. When Ball acquired the beverage can business of Schmalbach-Lubeca in December 2002, Mr. Fiedler became Chairman and Chief Executive Officer of Ball Packaging Europe GmbH and also joined the Board of Ball Corporation. In that capacity, Mr. Fiedler provided excellent leadership to our newly-acquired European business which generated strong earnings performance during“big four” global accounting firms enhance his tenure, despite the adverse effectsservice as Chair of the German mandatory deposit system for rigid packaging which was initiatedCorporation’s Audit Committee and he has provided valuable input as a result. He also sits on three other public company boards, one in 2003.the U.S. and the others overseas (where he chairs the audit committees), thus providing good cross-functional background and experience, with an international component. Mr. Fiedler retired from active management of Ball Packaging Europe at the end of 2005. He has served on the Supervisory BoardsAlspaugh’s extensive professional experience as a leader of a number of major German companies. His leadership experience within the rigid container industry worldwide, with specific emphasisglobal accounting firm, advising and supporting large international corporations, as well as his service on Europe, makesother company boards, make him well qualified to serve as a director. Mr. Alspaugh currently serves on the audit committees of three other public companies, and Ball Corporation’s board of directors has determined that such simultaneous service will not impair his ability to effectively serve on Ball’s audit committee.
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Georgia R. Nelson2006 57Age:66Human ResourcesAudit and Nominating/Corporate GovernanceFinanceMs. Nelson is a director Director, Esterline Technologies, Bellevue, Washington; Harley-Davidson, Inc., Milwaukee, Wisconsin; and Aircastle Limited, Stamford, Connecticut.Cummins Inc., Columbus, Indiana; Transalta Corporation, Calgary, Alberta;Boeing Capital Corp. from 2010 to 2014, and Sims Metal Management Ltd., Botany, Australia.Ms. Nelson has been President and Chief Executive Officer, PTI Resources, LLC, Chicago, Illinois, since June 2005; was President, Midwest Generation EME LLC, Chicago, Illinois, April 1999 to June 2005; and was General Manager, Edison Mission Energy Americas, Irvine, California, January 2002 to June 2005.Ms. Nelson has enjoyed a successful career Mr. Cave served for 31 years in the energy industry, servingvarious managerial capacities for The Boeing Company. Most recently, Mr. Cave served as a senior executive for several U.S.Senior Vice President and international energy companies, including as President of Midwest Generation EME, LLCBoeing Capital Corp., a subsidiary of The Boeing Company, from April 19992010 to June 20052014. Prior to that, he served as Senior Vice President of Business Development and Strategy at The Boeing Company, as well as Vice President of Business Strategy & Marketing of Boeing Commercial Airplanes from 2006 until late 2009. Prior to that, Mr. Cave served as Vice President & General Manager of Edison Mission Energy AmericasBoeing’s Airplane Programs division and focused on the strategy, product development and business results associated with those products. From 2003 to 2006, Mr. Cave served as the Chief Financial Officer of Boeing’s Commercial Airplanes division and held various other senior positions prior to 2003. In addition to his accounting and financial expertise, Mr. Cave has broad experience in marketing and informational systems. He also serves on the Board of Directors of Harley Davidson, Inc. (and as its non-executive Chairman), Aircastle Limited and Esterline Technologies. In 2004, Mr. Cave was honored with the Award for Executive Excellence by the Hispanic Engineer National Achievement Awards Corporation. His experience and qualifications described above make him well qualified to serve as a director.![[MISSING IMAGE: ph_pedro-mariani.jpg]](https://files.docoh.com/DEF 14A/0001144204-18-014563/ph_pedro-mariani.jpg)
January 20021988 to June 2005. She1996. From 1995 to 2015, Mr. Mariani was an ex officio member of the board of directors of Latapack-Ball Embalagens Limitada, which was a joint venture between Ball and its Brazilian partners that owned and operated a successful beverage can business in Brazil with annual revenues in excess of $590 million in 2015, the year in which Ball acquired the equity interests of its partners. Mr. Mariani and his family have also held interests in packaging and other businesses in Brazil for many years.had extensive internationala bachelor’s degree in economics from Pontifícia Universidade Católica do Rio de Janeiro—PUC/RJ, Brazil, with specialization in Econometrics and Operational Research. Mr. Mariani’s professional background, packaging industry and other business background, and banking experience, as well as environmentalhis financial acumen and policy experience on four continents. Ms. Nelson regularly lectures on business and corporate governance matters including at Northwestern University's Kellogg Graduate Schoolknowledge of Management, and serves on the advisory committee of the Center for Executive Women at Northwestern. Ms. Nelson is a National Association of Corporate Directors ("NACD") Board Leadership Fellow. She also serves as a director of CH2M Inc. Previously, Ms. Nelson served on four other publicly traded company boards. Ms. Nelson's leadership roles in global businesses asSouth America make him well as her service on other company boards, clearly qualify herqualified to serve as a director of our Corporation.board member.
20172020 Annual Meeting (Class II)
![[MISSING IMAGE: ph_john-hayes.jpg]](https://files.docoh.com/DEF 14A/0001144204-18-014563/ph_john-hayes.jpg)
Age: 5250Ball'sBall’s Executive Vice President and Chief Operating Officer, successfully leading our key operating divisions through the economic and financial crisis. In January 2010, he was named our President and Chief Operating Officer and joined the Ball Board. In January 2011, he became our President and Chief Executive Officer, and in April 2013 he also became our Chairman. Mr. Hayes'Hayes’ extensive investment banking and leadership experience within Ball, including as CEO for the past fiveseven years, make him well qualified to serve as a director.
![[MISSING IMAGE: ph_cathy-ross.jpg]](https://files.docoh.com/DEF 14A/0001144204-18-014563/ph_cathy-ross.jpg)
George M. Smart2005 60Age:70Human Resources Audit and Nominating/Corporate GovernanceFirstEnergy Corp.Steelcase, Inc., Akron, OhioMr. Smart has served as ChairmanGrand Rapids, Michigan; and Avon Products, Inc., Rye, New York.the Board of FirstEnergy sinceFedEx Express from 2004 except for a brief transition perioduntil 2010; and Vice President, Express Financial Planning from January 1, 2015, to April 30, 2015, where he was the Lead Independent Director.Mr. Smart's long As an executive of Federal Express, Ms. Ross was responsible for the company’s worldwide financial affairs, including financial planning, reporting and analysis, accounting and controls, as well as long-range strategic planning. Ms. Ross’ 30-year career with Federal Express began in 1984 as a senior financial analyst, and successshe held numerous other leadership roles of increasing responsibility during her tenure there. Prior to joining Federal Express, Ms. Ross worked for Kimberly-Clark Corporation as a cost analyst and a cost analyst supervisor from 1982 until 1984. She has also worked for Procter and Gamble. Ms. Ross holds a master’s degree in business administration from the U.S. can manufacturing industryUniversity of Memphis and a bachelor’s degree from Christian Brothers University in Memphis. Ms. Ross’ leadership roles, financial expertise and experience, and service on other global public company boards (including on their audit committees) make himher well qualified to serve as a director. He steadily assumed increasing responsibility at Central States Can Co., a division of Van Dorn![[MISSING IMAGE: ph_theodore-solso.jpg]](https://files.docoh.com/DEF 14A/0001144204-18-014563/ph_theodore-solso.jpg)
culminating in his acting as its President and Chief Executive Officer from 1978 to 1993. When Central StatesBoards: Director, General Motors Company, Detroit, Michigan. acquired in 1993, Mr. Smart and his management team established a start-up company, Phoenix Packaging Corporation, to manufacture and sell full-panel easy-open ends for food containers, including to Ball's food can division. Serving as Chairman and Chief Executive Officer for Phoenix, Mr. Smart led its growthof Cummins Inc. from 2000 to a profitable company with revenues in excess of $80 million, when it was sold to Sonoco Products Company and became Sonoco-Phoenix, Inc. in 2001. Mr. Smart served as President of Sonoco-Phoenix until 2004 and was Chairman of the Board of FirstEnergy Corp. from 2004 to December 31, 2014, when he became its Lead Independent Director. Mr. Smart also previously served on the boards of Belden & Blake Corporation, Commercial Intertech Corporation, Unizan Financial, Van Dorn Company and as Chairman of the Can Manufacturers Institute.2011.
Theodore M. SolsoLead Independent Director since:2013Director since:2003Age:69Board Committees:Human Resources and Nominating/Corporate GovernanceOther Public Company Boards:Director, General Motors Co. In the past five years, Mr. Solso has served on the boards of Ashland Inc., Covington, Kentucky; and Cummins Inc., Columbus, Indiana.Solso'sSolso’s long experience in leadership positions with a major global manufacturing company and his service on other public company boards make him well qualified to serve as a director.
![[MISSING IMAGE: ph_stuart-taylor.jpg]](https://files.docoh.com/DEF 14A/0001144204-18-014563/ph_stuart-taylor.jpg)
Age: 5755Taylor'sTaylor’s extensive experience as an investment banker, entrepreneurial investor and Ball Board member make him well qualified to serve as a director.
20182019 Annual Meeting (Class III)I)
![[MISSING IMAGE: ph_daniel-heinrich.jpg]](https://files.docoh.com/DEF 14A/0001144204-18-014563/ph_daniel-heinrich.jpg)
Robert W. Alspaugh2008 61Age:69FinanceNominating/Corporate GovernanceAutoliv, Inc., Stockholm, Sweden;ARAMARK, Philadelphia, Pennsylvania; and VeriFone Systems, Inc., San Jose, California.AlspaughHeinrich was the Chief Executive Officer for KPMG Internationalexecutive vice president and chief financial officer of The Clorox Company from 20022003 to 2005.Alspaugh enjoyedHeinrich joined The Clorox Company in 2001 as vice president and controller and served as its executive vice president and chief financial officer from 2003 until 2011. As CFO for Clorox, Mr. Heinrich served as a distinguished 35-year career with KPMG, with increasingmember of its executive and employee benefits committees, secretary to the audit and finance committees of the board, and board member for most of the company’s subsidiaries. He had senior management responsibility which culminatedfor the financial aspects of a large, global organization including its global business services, mergers and acquisitions, accounting, tax and information technology activities. Mr. Heinrich also serves on the boards of ARAMARK and Edgewell Personal Care, where he chairs their audit committees and serves on their finance committees. Additionally, Mr. Heinrich serves on the board of a large, privately held winery in his actingCalifornia, where he is a member of its audit and finance committees, and its management development and compensation committee, and participates on various operating and advisory committees. Mr. Heinrich’s extensive management and board experience clearly qualify him to serve as Deputy Chairmana director of our Corporation.![[MISSING IMAGE: ph_georgia-nelson.jpg]](https://files.docoh.com/DEF 14A/0001144204-18-014563/ph_georgia-nelson.jpg)
Chief Operating Officer of KPMG-U.S. from 1998 to 2002Nominating/Corporate Governanceof KPMG International fromPTI Resources, LLC, Chicago, Illinois, since June 2005; was President, Midwest Generation EME, LLC, Chicago, Illinois, April 1999 to June 2005; and was General Manager, Edison Mission Energy Americas, Irvine, California, January 2002 to OctoberJune 2005. Mr. Alspaugh's extensive experience, qualifications and skills as a leader of one of the "big four" global accounting firms enhance his service as Chair of the Corporation's Audit Committee and he has provided valuable input as a result. He also sits on two other public company boards, one in the U.S. and the other in Europe (where he chairs the audit committees), thus providing good cross-functional background and experience, with an international component. Mr. Alspaugh's extensive professional experience as a leader of a major global accounting firm, advising and supporting large international corporations, as well as his service on other company boards, make him well qualified to serve as a director.
Michael J. CaveDirector since:2014Age:55Board Committee:Audit and FinanceOther Public Company Boards:Director, Esterline Technologies, Bellevue, Washington; Harley-Davidson, Inc., Milwaukee, Wisconsin; and Aircastle Limited, Stamford, Connecticut.Mr. Cave served Ms. Nelson has enjoyed a successful career in the energy industry, serving as a senior executive for 31 years in various managerial capacities for The Boeing Company. Most recently, Mr. Cave servedseveral U.S. and international energy companies, including as Senior Vice President and President of Boeing Capital Corp., a subsidiaryMidwest Generation EME, LLC from April 1999 to June 2005 and General Manager of The Boeing Company,Edison Mission Energy Americas from 2010January 2002 to 2014. Prior to that, he served as Senior Vice President of Business Development and Strategy at The Boeing Company,June 2005. She has had extensive international experience as well as Vice Presidentenvironmental and policy experience on four continents. Ms. Nelson regularly lectures on business and corporate governance matters including at Northwestern University’s Kellogg Graduate School of Business Strategy & Marketing of Boeing Commercial Airplanes from 2006 until late 2009. Prior to that, Mr. Cave served as Vice President & General Manager of Boeing's Airplane Programs divisionManagement, and focused on the strategy, product development and business results associated with those products. From 2003 to 2006, Mr. Cave served as the Chief Financial Officer of Boeing's Commercial Airplanes division and held various other senior positions prior to 2003. In addition to his accounting and financial expertise, Mr. Cave has broad experience in marketing and informational systems. He also serves on the Boardadvisory committee of Directors of Harley Davidson, Inc., Aircastle Limited and Esterline Technologies. In 2004, Mr. Cave was honored with the AwardCenter for Executive Excellence by the Hispanic EngineerWomen at Northwestern. Ms. Nelson is a National Achievement Awards Corporation. His experienceAssociation of Corporate Directors (“NACD”) Board Leadership Fellow. Previously Ms. Nelson served as a director of CH2M Inc. and qualifications described above make himon four other publicly traded company boards. Ms. Nelson’s leadership roles in global businesses, as well qualifiedas her service on other company boards, clearly qualify her to serve as a director.
R. David Hoover![[MISSING IMAGE: ph_cynthia-niekamp.jpg]](https://files.docoh.com/DEF 14A/0001144204-18-014563/ph_cynthia-niekamp.jpg)
1996 58Age:70Committee:Committees: Human Resources and FinanceEli Lilly and Company, Indianapolis, Indiana; Edgewell Personal Care Company, St. Louis, Missouri; and Steelcase,of Magna International Inc., Grand Rapids, Michigan.Mr. HooverToronto, Ontario. In the past five years, she also served on the board of Cooper Tire & Rubber Company.Chairman, Ballpresident and general manager of TorqTransfer Systems at BorgWarner Inc.; senior vice president and chief financial officer at MeadWestvaco Corporation January 2011 to April 2013; Chairman(now WestRock Company); and Chief Executive Officer, January 2010 to January 2011; Chairman, Presidentheld various leadership roles at TRW, Inc. and Chief Executive Officer, April 2002 to January 2010; President and Chief Executive Officer, January 2001 to April 2002; Vice Chairman, President and Chief Operating Officer, April 2000 to January 2001; Vice Chairman, President and Chief Financial Officer, January 2000 to April 2000; Vice Chairman and Chief Financial Officer, 1998 to 2000; Executive Vice President and Chief Financial Officer, 1997 to 1998; Executive Vice President, Chief Financial Officer and Treasurer, 1996 to 1997.Mr. Hoover has enjoyed Ms. Niekamp joined PPG in 2009 as vice president of automotive coatings and was promoted to senior vice president in 2010. She had responsibility for a variedsizeable business with operations across 15 countries and successful 45-year career with Ballmore than 6,000 employees. She also served as member of the PPG operating committee until her retirement in 2016. While at PPG, Ms. Niekamp charted and implemented a director,strategy to improve the financial performance of the business unit and to double its revenues. She also accelerated the business’ growth into emerging countries, diversified the customer base and pursued strategic acquisitions. Previously, Ms. Niekamp served as president and general manager of BorgWarner’s TorqTransfer Systems division, a supplier of engineered-four-wheel drive systems to major automakers. She also served in various executive roles for MeadWestvaco Corporation (now WestRock Company), including vice president, corporate strategy and planning; senior vice president, strategy and specialty operations; and chief financial officer, and employee serving in multiple corporatehas previously served on four other publicly traded company boards. She is also a NACD Board Leadership Fellow. Ms. Niekamp’s extensive management and divisional roles, including as Vice President and Treasurer from 1987 through 1992, Chief Financial Officer from 1993 to April 2000, and Chief Operating Officer for the balance of 2000. He was our Chief Executive Officer from January 2001 to January 2011, and led the Corporation through an unprecedented period of growth in revenues, earnings per share and free cash flow. Mr. Hoover's considerable working knowledge and leadershipboard experience with respect to our Corporation make him uniquely qualifiedclearly qualify her to serve as a director. He has been a Ball Board member for 20 years, serving as Chairman from 2002 until 2013, and serves as a director of three other U.S.-based public companies. Mr. Hoover has also served on the Board of Trustees of DePauw University since 2002 and serves on the board of the Children's Hospital Colorado.our Corporation.
("CEO"(“CEO”), while R. David Hoover, our predecessor CEO, continued to serve as Chairman of the Board. The decision to split the position of Chairman and CEO at that time was part of an orderly succession plan by which Mr. Hayes transitioned into his current role. Mr. Hayes assumed the position of Chairman after more than 14 years with Ball, most recently serving as President and CEO and a member of the Board.Mr. Hoover and sevenas well as 12 other directors, all of whom are independent directors.directors, except for Messrs. Hayes, Hoover and Mariani. The Board has four standing committees—Audit, Nominating/Corporate Governance, Human Resources and Finance. Each of the committees, except for Finance, is composed solely of independent directors (the Finance Committee is primarily composed of independent directors), with each of the four committees, except Finance, having an independent director serving as chairman. Mr. Solso has served as Lead Independent Director since April 2013.Corporation'sCorporation’s Bylaws do not require that the roles of Chairman and CEO be combined, we believe our Corporation and its shareholders are well served by this traditional board leadership model. Having a single person lead the Corporation and the Board provides clear leadership, helps to maintain uniform management vision for the Corporation and the Board and provides efficiency. The Board believes that the CEO is the person best suited to serve as Chairman, because he is the person most familiar with the Corporation'sCorporation’s businesses and the most capable of effectively identifying strategic priorities and opportunities and leading the Board in the discussion of the execution of the Corporation'sCorporation’s strategy. Pursuant to SEC and New York Stock Exchange ("NYSE"(“NYSE”) rules, regularly scheduled executive sessions of nonmanagement directors are held. Executive sessions of independent directors are also held at least annually. Such meetings promote open discussion by nonmanagement and independent directors, enabling them to serve as a check on management, if necessary. The meetings of the independent directors are chaired by the Lead Independent Director, who is appointed by the Board.Board'sBoard’s regular dialogue with Ball management, the Enterprise Risk Management process, annual Board and Committee self-evaluation, and assessment of specific risks within each Board committee'scommittee’s areas of responsibility.Ball'srace, genderbusiness and national origin,professional experience, education and skills, the Committee utilizes a robust director candidate review process that considers a variety of other characteristics, such as businessrace, gender and professional experience, education and skill,national origin, all leading to differences of viewpoint and other individual qualities that contribute to Board heterogeneity. This has resulted in a diverse group of talented and capable Board members, as described in more detail under "Director“Director Nominees and Continuing Directors."”Contents
specific characteristics that are used to assess Board candidates, which include characteristics of diversity. After a thorough review process by our consultant against the criteria that have been provided, the pool of qualified candidates is presented to the Committee. Selected candidates are further assessed and interviewed by the Committee, considering the values and needs of the Company more closely, including the need for a diverse Board."NYSE“NYSE Listing Standards"Standards”). The Corporate Governance Guidelines are set forth on the Corporation's websiteCorporation’s Website at www.ball.com/investors under "Corporate“Corporate Governance."” A copy may also be obtained upon request from the Corporation'sCorporation’s Corporate Secretary.booklet.Code of Conduct. The Board has adopted a separate additional business ethics statement referred to as the Ball Corporation Executive Officers and Directors Business Ethics Statement ("(“Executive Officers and Directors Ethics Statement"Statement”) designed to establish principles requiring the highest level of ethical behavior toward achieving business success within the requirements of the law and the Corporation'sCorporation’s policies and ethical standards. The Business Ethics bookletCode of Conduct and the Executive Officers and Directors Ethics Statement are set forth on the Corporation's websiteCorporation’s Website at www.ball.com/investors under "Corporate Governance."“Corporate Governance” and then under “Highlights.” Copies may also be obtained upon request from the Corporation'sCorporation’s Corporate Secretary.ThreeFive directors attended externally offered director training programs in 2015.Corporation's websiteCorporation’s Website at www.ball.com/investors under "Corporate“Corporate Governance."Corporation'sCorporation’s proxy materials will continue to be handled and must be communicated as disclosed in this Proxy Statement under "Shareholder“Shareholder Proposals for 20172019 Annual Meeting."Corporation's websiteCorporation’s Website at www.ball.com/investors under "Corporate“Corporate Governance."20152017 each of the members of the Board was and currently is independent with the exception of Messrs. Hayes, Hoover and Hoover.Mariani.tenfive meetings during 2015.2017. Every currentlegacy director attended 75%80% or more of the aggregate of the total number of meetings of the Board and the total number of meetings held by all committees of the Board on which the director served. All directors at the time attended the 20152017 Annual Meeting.
Mr. Mariani and Ms. Ross attended all Board and applicable committee meetings since their respective appointments.management'smanagement’s conduct and the integrity of the Corporation'sCorporation’s public financial reporting process, including the oversight of (1) accounting policies; (2) the system of internal accounting controls over financial reporting; (3) disclosure controls and procedures; (4) the performance of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Corporation (the "independent auditor"“independent auditor”); (5) the Internal Audit Department; and (6) oversight of the Corporation'sCorporation’s risk management. The Audit Committee is also responsible for engaging and evaluating the Corporation'sCorporation’s independent auditor and its lead engagement partner, including the qualifications and independence of both; resolving any differences between management and the independent auditor regarding financial reporting; reviewing and preapproving all audit and non-audit fees and services provided by the independent auditor; and establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters.Taylor.Taylor and Ms. Ross (who joined the Committee in December 2017). The Board has determined that each member of the Audit Committee is independent and financially literate, has accounting or financial management expertise and is an Audit Committee financial expert under the NYSE Listing Standards and the SEC regulations. The Audit Committee met fivenine times during 2015.20152017 and 20142016 by the independent auditor as disclosed below and determined the services were compatible with maintaining the auditor'sauditor’s independence. The Committee believes the fees paid to the independent auditor in respect of the services were appropriate, necessary and cost-efficient in the management of the business of the Corporation and are compatible with maintaining the auditor'sauditor’s independence.Corporation'sCorporation’s independent auditor, for 20152017 and 2014.2016. Audit fees included the audit of the Corporation'sCorporation’s annual Consolidated Financial Statements, reviews of quarterly reports and the auditor'sauditor’s report under the Sarbanes-Oxley Act of 2002, together with fees for statutory and subsidiary audits, SEC registration statements, comfort letter and consents. Audit-related services consisted principally of consultations related to the Corporation's potentialCorporation’s acquisitions and divestitures, audits of employee benefitTable plans, audits of Contentsplans, joint venturecarve-out financial statements, and pending accounting and derivative transactions.pronouncements. Tax fees consisted principally of tax compliance matters related to tax audits, return preparation fees and fees for tax consultations. Fiscal 2015 Fiscal 2014 $ 7,555,000 $ 6,299,000 $ 23,000 $ 24,000 2,627,000 357,000 $ 762,000 $ 873,000 3,075,000 1,786,000 $ 113,000 $ 60,000 Fiscal 2017 Fiscal 2016 Audit Fees Audit Reports .............................................................................. $ 10,610,000 $ 11,871,000 Audit-Related Fees Benefit Plans ............................................................................... $ 329,000 $ 164,000 Consultations .............................................................................. $ 152,000 $ 3,672,000 Tax Fees Tax Compliance Matters ............................................................. $ 570,000 $ 410,000 Tax Consultations ........................................................................ $ 1,862,000 $ 4,685,000 All Other Fees .................................................................................. $ 29,000 $ 93,000 Committee'sCommittee’s Charter requires management to submit for preapproval all audit, audit-related and non-audit-related services to be performed by the independent auditor. Management and the independent auditor submit a report of fees for review and preapproval by the Committee on a quarterly basis. The Audit Committee requires management and the independent auditor to submit a report at least annually regarding audit, audit-related, tax and all other fees paid by the Corporation to the independent auditor for services rendered in the immediately preceding two fiscal years. The Committee considers whether the fees for non-audit and audit-related services are compatible with maintaining the auditor'sauditor’s independence and requires management and the independent auditor to confirm this as well. The Audit Committee preapproved 100% of all of the above-referenced fees paid in 20152017 and 20142016 for services that were provided by PricewaterhouseCoopers LLP.There were no hours expended by persons other than the independent auditor's full-time, regular employees on the independent auditor's engagement to audit the Corporation's financial statements.Corporation's websiteCorporation’s Website at www.ball.com/investors, under "Corporate“Corporate Governance."Corporation'sCorporation’s sustainability activities and performance. The Nominating/Corporate Governance Committee utilizes the standards set forth below for considering director nominees.Ms. Nelson.Mses. Nelson and Ross (who joined the Committee in December 2017). The Board has determined that the members of the Committee are independent under the NYSE Listing Standards. The Nominating/Corporate Governance Committee met four times during 2015.Shareholders'Shareholders’ meetings; (2) will subscribe to Ball Corporation'sCorporation’s Corporate Governance Guidelines and the Executive Officers and Directors Ethics Statement; (3) demonstrate credentials and experience in a broad range of corporate matters; (4) have experience, qualifications, attributes and skills that would qualify them to serve as a director; (5) will subscribe to the finalized strategic and operating plans of the Corporation as approved by the Board from time to time; (6) are not affiliated with special interestThemay utilize and payutilizes third-party consultants to identify and screen candidates on a confidential basis for service on the Board. The Committee will also determine candidates'candidates’ qualifications in light of the standards set by the Committee and by evaluating the qualifications of all candidates in an attempt to select the mostCorporation'sCorporation’s Bylaws. Any such recommendation should be in writing and addressed to the Chair, Nominating/Corporate Governance Committee, in care of the Corporate Secretary, Ball Corporation, by mail to P.O. Box 5000, Broomfield, Colorado 80038-5000.Corporation'sCorporation’s voting common stock for at least one year as of the date of the recommendation.Corporation's websiteCorporation’s Website at www.ball.com/investors under "Corporate“Corporate Governance."reviewing and approving the schedule of salary ranges and grades for the salaried employees of the Corporation; approving the Corporation'sCorporation’s stock and cash incentive compensation programs including awards to executive officers and the number of shares to be optioned and/or granted from time to time to employees of the Corporation; approving and receiving reports on major benefit plans, plan changes and determinations and discontinuations of benefit plans; discussing the performance evaluation system and succession planning system of the Corporation, including discussions with the Chairman of the Board and the CEO about the succession plan for the Chairman of the Board and the CEO; hiring experts, including executive compensation consultants, as deemed appropriate to advise the Committee; assessment of compensation-related risks; and authorizing the administration of compensation programs and the filing of required reports with federal, state and local governmental agencies.Ms. Nelson.Mses. Nelson and Niekamp. The Board has determined that the members of the Committee are independent under the NYSE Listing Standards. The Human Resources Committee met five times during 2015.2017. A copy of the Human Resources Committee Charter is set forth on the Corporation's websiteCorporation’s Website at www.ball.com/investors under "Corporate“Corporate Governance."Corporation'sCorporation’s retirement plans and insurance policies and the Corporation'sCorporation’s policies relating to interest rates, commodity hedging and currency hedging. The Committee may hire experts as deemed appropriate to advise the Committee in the performance of its duties. The Committee reports to the Board concerning the financing of the Corporation and the performance of the Committee.Hoover.Mariani (who joined the Committee in December 2017) and Ms. Niekamp. The Committee met four times during 2015.2017. A copy of the Finance Committee Charter is set forth on the Corporation's websiteCorporation’s Website at www.ball.com/investors under "Corporate“Corporate Governance."”
TRANSACTIONS WITH RELATED PERSONS, PROMOTERS
AND CERTAIN CONTROL PERSONS"related“related persons,"” as defined in the applicable SEC and NYSE rules. One of our named executive officers, Daniel W. Fisher, shares a household with our senior director, transformation management office, whose 2017 compensation was in excess of $120,000. To facilitate compliance with the related persons policy, the Board adopted procedures for the review, approval or ratification of any transaction required to be reported under the applicable rules. The policy provides that each executive officer and director will promptly report to the Chairman of the Board any transaction with the Corporation undertaken or contemplated by such officer or director, by any beneficial owner of 5% or more of the Corporation'sCorporation’s voting securities or by any immediate family member. The Chairman of the Board will refer any transaction to the General Counsel for review and recommendation. Upon receipt of such review and recommendation, the matter will be brought before the Nominating/Corporate Governance Committee to consider whether the transaction in question should be approved, ratified, suspended, revoked or terminated. This policy for transactions with related persons is stated in writing and is part of the Ball Corporation Executive Officers and Directors Ethics Statement. The written form of the policy can be found on the Corporation's websiteCorporation’s Website, as indicated in the section "Policies“Policies on Business Ethics and Conduct"Conduct” on page 13.13 herein.("(“CD&A"&A”) portion of our proxy materials describes Ball Corporation's 2015Corporation’s 2017 executive compensation program and its strong alignment with our pay-for-performance philosophy.another solid year in 2015—includingsignificant net earnings and free cash flow growth from the successful completion of the Rexam acquisition. In 2017, annual net sales of $8.0were $11.0 billion, comparable net earnings of $490were $728 million and free cash flow was $922 million. More than $550 million of $558 million, excluding cash costs related to the proposed Rexam transaction. Results include the impact of unfavorable foreign earnings translation and other transitory costs, and startup costs related to more thancapital investments were made in 2017, including approximately $350 million ofin EVA-generating growth capital investments in 2015 toprojects that position the Company well for positive Economic Value Added ("EVA®") dollars growth going forward.2018 and beyond. The chart below summarizes certain key financial results for fiscal year 20152017 compared to fiscal year 2014 which, while slightly down from the prior year, represent significant accomplishments given the challenging economic and industry environment:2016*: 2017 2016 % Growth Revenue (net sales) $11.0 billion $9.1 billion 20.9% Net Earnings (comparable basis) $728.0 million $563.0 million 29.3% Free Cash Flow** $922.0 million ($412.0 million) — EVA® Generated $240.4 million $198.6 million 21.0% Closing Stock Price on December 31 $37.85 $37.535 0.8% Diluted Earnings Per Share (comparable basis) $2.04 $1.74 17.2% 2015 2014 % Growth $8.0 billion $8.6 billion (7.0%) $490 million $553 million (11.4%) $558 million $622 million (11.1%) $72.73 $68.17 6.7% $3.48 $3.88 (10.3%) *20152017 Annual Report on Form 10-K (the "Annual Report"“Annual Report”). Non-U.S. GAAP measures should not be considered in isolation and should not be considered superior to, or a substitute for financial measures calculated in accordance with U.S. GAAP. A reconciliation of non-GAAP measures to U.S. GAAP is available in Items 6 and 7 of the Annual Report.Ball's Share-based numbers within the table have been adjusted for the 2-for-1 stock split in 2017.20152017 at $72.73,$37.85, an increase of 6.7%0.8% over the prior year. Also during 2017, the Corporation completed a two-for-one split of our common stock, increased the quarterly cash dividend by 54% to 10 cents per share on a post-split basis, provided annual dividends of $129 million, and completed $76 million of net repurchases of the Corporation’s common stock. Including reinvested dividends, Ball generated a total return of 7.5%1.8% for the same period. The 2017 year-over-year increase was abovebelow the (5.8%) decline16.7% increase for the Dow Jones Containers and Packaging Index and the (0.7%) decline19.4% increase for the S&P 500. Since the end of 2012, Ball's stock price increased 67.1%2014, Ball’s total return is 13.7% as compared to 47.1%38.7% for the Dow Jones Containers and Packaging Index and 52.6%29.9% for the S&P 500. Also during 2015, Ball continued to pay a quarterly cash dividend of 13 cents per share.solid 2015year-over-year improvement in business results areis a continuation of the performance we have delivered over the last decade.past number of years and provides a firm foundation for further growth as we complete the 3½-year synergy capture plans related to the 2016 Rexam acquisition. The graph below compares the cumulative ten-year total return to holders of Ball Corporation'sCorporation’s common stock with the cumulative total returns of the S&P 500 Index and the Dow Jones U.S. Containers & Packaging Index. The graph tracks the performance of a $100 investment in our common stock (with the reinvestment of all dividends) and in each of the indexes from December 31, 2005,2007, to December 31, 2015.
Source: Bloomberg![[MISSING IMAGE: tv488000_chrt-trs.jpg]](https://files.docoh.com/DEF 14A/0001144204-18-014563/tv488000_chrt-trs.jpg)
Much of our financial success is attributable to the fact that we continue to focus on the key components of our financial strategy, which include: ![[MISSING IMAGE: tv481757_chrt-pie.jpg]](https://files.docoh.com/DEF 14A/0001144204-18-014563/tv481757_chrt-pie.jpg)
Generating free cash flow;•Disciplined and balanced capital allocation;•("EBIT"(“EBIT”) by maximizing value in existing businesses, expansion into new markets and products through internal capital investments, and merger and acquisition activities; ("EVA®"(“EVA®”) over our internally used 9% after-tax hurdle rate, which is above our weighted average cost of capital ("WACC"(“WACC”), and over time leads to a higher share price and shareholder returns. 
In 2015, we had many operational successes that were driven by our over 15,000 global employees and our focused execution of Ball'scontinued, long-term value creation, including: metal beverage facilities to improve efficiencies and reduce costs,costs; consolidating and/or closing multiple beverage and food and aerosol packaging facilities to gain efficiencies; and in the aerosol business, installing new extruded aluminum aerosol lines in our European and Indian facilities while also implementing cost-outcostout and value-in initiatives across all our businesses, and continuing our commitment to sustainability by balancing the economic, environmental and social impacts of our products and operations in our business decisions throughout the year;businesses;• with the installation through our acquisition of a newSonoco’s metal end and closure manufacturing facilities in Canton, Ohio, in February 2015; successfully commercializing extruded aluminum aerosol line in our Devizes, United Kingdom facility,packaging that utilizes proprietary technology to significantly lightweight the can; and successfully commercializing the expansion into easy-open metal ends and closures via acquisition;next-generation aluminum bottle-shaping technology;•double-digit volumecontinued growth for specialty beverage containers throughout our global network, which now represent approximately 30%37 percent of our global beverage packaging mix,mix; aligning with craft brewers, sparkling water fillers, wine producers and successfully commercializing the next generation aluminum shaped bottle produced in our Conroe, Texas, facility;other new beverage producers who continue to use beverage containers to grow their business;• metal beverage manufacturing facility in Myanmar, the construction of a metal beverage container facility in Monterrey, Mexico, producing cans and ends, as well as the opening of ouran extruded aluminum aerosol manufacturing facility in India and progress on a previously awarded South Korean environmental instrumentthe construction of new beverage can and end facilities in Monterrey, Mexico, and in our aerospace business;Central American joint venture; and•G3-HDnext-generation aluminum bottle-shaping technologies, the introduction of a next-generation,new two-piece, lightweight steel aerosol can, G3 and the increased production of lightweight ReAl® containers, which utilize technology that increases the strength of aluminum used in the manufacturing technologyprocess while lightweighting the can by 15 percent over a standard aluminum aerosol can and investment in our Chestnut Hill, Tennessee, facilitycyber and pursuing opportunitiesdata analytics to further enhance our aerospace technical expertise across a broader customer portfolio. The actions we took in 2015 are linked directly to our Drive for 10 vision, and position Ball well for continued success in 2016. We see opportunities for disciplined growth in selected markets and products, and our strong balance sheet provides a solid foundation to support all of our activities.••EVA®EVA®, ROAIC, TSR and absolute stock price growth—that allow for close alignment with shareholder value generation by creating accountability for both the efficient deployment of capital and strong earnings generation.Ball'sBall’s pay-for-performance philosophy are shown in the table below, with the page number in the CD&A that details the specifics of each of these components: Compensation Element Compensation ElementBasis for Performance Measurement Alignment with Principle ofPay-for-PerformancePage Short-Term Annual Cash CompensationAlignment with Principle of
Pay-for-Performance
Page Short-Term Annual Cash Compensation Base Salary Base Salary Individual performance and contribution based on primary duties and responsibilities Competitive compensation element required to recruit and retain top executive talent; pay for primary duties and responsibilities 30 31 Economic Value Added (EVA®(EVA®) Annual Incentive Plan EVA®EVA® Growth
(net operating profit after-tax, less a cost of capital charge) Measures the increase in actual economic value generated by the business 30 31 Long-Term Incentives (Cash) Long-Term Incentives (Cash) Long-Term Cash Incentive Plan ("LTCIP"(“LTCIP”) Rewards ROAIC performance above a target rate set above Ball'sBall’s WACC and shareholder returns that outperform the market32 32 Long-Term Incentives (Equity) Long-Term Incentives (Equity) Stock Options/Stock-Settled Stock Appreciation Rights ("SARs"(“SARs”) Stock Price Appreciation Rewards absolute stock price growth over time 34 34 Performance Contingent Restricted Stock Units (“PC-RSUs”) Performance-Contingent Restricted Stock Units ("PC-RSUs")EVA®EVA® Dollars Growth Builds executive ownership with stock unit awards that vest contingent upon the achievement of absolute EVA®EVA® dollar growth relative to compound growth rate targets over a 3-year period34 34 Restricted Stock/RSUs Stock Price Granted from time-to-time, generally in connection with the promotion or recruitment of individuals to facilitate ownership and retention 35 35 Other One-Time Incentives to Drive a Successful Integration and an Ownership-Based Culture Special Acquisition-Related Incentive Program (“SAIP”) In alignment with shareholder interests, this incentive only provides for a reward if the business meets the cumulative 3 1/2-year EVA® and cash flow targets 35 Deposit Share Program ("DSP"(“DSP”) Stock Price Promotes an executives-as-ownersemployees-as-owners culture by making available a deposit share opportunities from time-to-time at the discretion of the Committee,opportunity, but only in exchange for the recipient voluntarily investing in and holding shares of Ball Corporation common stock35 36 CFO and the other NEOs; however, a larger portion of the CEO'sCEO’s target total compensation is at risk. The following charts represent the mix of target total compensation awarded to Ball'sBall’s CEO and other NEOs in 2015,2017, excluding the one-time service-based RSUs awardedSAIP awards made in 2016 (and considered granted, according to Mr. Bouts (upon hire)SEC and Mr. Morrison (upon successfully servingaccounting rules, in 2017) to the CEO, NEOs and select members of management, as interim COOfurther described under “Other One-Time Incentives to Drive a Successful Integration and an Ownership-Based Culture” sections of Ball Corporation's Global Beverage Packaging business in addition to his role as CFO in 2014).this proxy. As illustrated, 85%86% of the target total compensation awarded to the CEO and 69%72% awarded to other NEOs in 20152017 was based on elements that are at risk and may vary from year to year depending on business performance. This is generally consistent with competitive market data, which shows that CEOs have 86% and all other NEOs have 72%74% of their target total compensation based on elements that are at risk. Furthermore, 67% of the CEO'sCEO’s and 47%51% of the other NEOs'NEOs’ target total compensation was based on long-term performance. Again, this is consistent with competitive market data, which shows that CEOs have 69%68% and all other NEOs have 52%53% of their target total compensation based on long-term performance. This emphasis on longer term compensation, through performance based long-term cash and stock awards, ensures a strong continued alignment between Ball'sBall’s executive ownership and shareholder value creation objectives.![[MISSING IMAGE: tv488000_chrt-bar.jpg]](https://files.docoh.com/DEF 14A/0001144204-18-014563/tv488000_chrt-bar.jpg)
Table of Contents
Ball'sBall’s fiscal 20152017 financial results and the resulting EVA®EVA® improvement were directly linked to the pay outcome of our annual short-term incentive plan, since the payout factor is based on the amount of profits generated, in excess of both operating and capital costs, resulting in EVA®EVA® in excess of targets, as shown below: Compensation Element 2015 Performance Achievement2015 Pay Outcome Annual Cash Compensation 2017 Performance Achievement 2017 Pay Outcome Annual Cash Compensation Economic Value Added (EVA®(“EVA®”) Annual Incentive For Ball'sBall’s Consolidated Plan, the actual EVA®EVA® generated in excess of Ball'sBall’s internal 9% after-tax hurdle rate for fiscal year 20152017 of $180.6$240.4 million exceeded our $167.5$186.3 million EVA®EVA® incentive plan target by $13.1$54.1 million. The actual EVA®EVA® generated in the Global Beverage Packaging business also exceeded its EVA®EVA® incentive plan target. Payout was at 125%162% of target for all NEOs except Mr. BoutsFisher whose payout was 182%187% of target. 20152017 results reflect a continuation of the successful execution of our business strategy and strong performance in prior years; therefore, pay realized by our NEOs from long-term incentive performance cycles20152017 year-end reflects our commitment to improved financial performance and stock price growth, as shown below: Compensation Element 2015 Performance Achievement2015 Pay Outcome 2017 Performance Achievement 2017 Pay Outcome Long-Term Incentives (Equity) Long-Term Incentives (Equity) Performance-Contingent RSUs ("PC-RSUs"(“PC-RSUs”)2013-2015 Cycle 2015-2017 Period Actual EVA®EVA® generated was $180.6$240.4 million compared to ourthe target of $214.5 million. With absolute EVA® dollars growing at greater than an 8% compound annual growth rate target of $181.5 million.over the 3-year performance period, a maximum performance result was achieved. PC-RSUs granted in 20132015 vested for all NEOs on January 29, 2016,31, 2018, at amounts that were 95.5%200% of target, based on the Actual EVA®actual EVA® growth relative to target. Long-Term Incentives (Cash) Long-Term Cash Incentive Plan ("LTCIP"(“LTCIP”)2013-2015 Cycle 2015-2017 Period 13.0%12.0% exceeded the target of 9.0%.61st57th percentile, which exceeded the target of 50th percentile. All of our NEOs received LTCIP payout equal to 172.2%164.8% of target, based on the blended ROAIC and TSR performance relative to targets. •"Committee"“Committee”) composed entirely of directors who meet the NYSE independence standards;••••performance-basedstock awards which accrue during the vesting and/or performance periods and are paid only vest whenif vesting terms and/or performance measures are achieved;•taxes;taxes, unless it would be seen as customarily aligned with market to do so (e.g., an expense allowance intended to reimburse a known fixed cost);••Mr. Cave,Ms. Ross, who joined the Board in October 20142017 and is in the process of attaining shares within the required period, and Mr. Bouts, who joined the Company in February 2015 and is in the process of attaining shares within the required period;••"clawback"“clawback” provision for cash incentive and stock compensation, which in the case of fraud or intentional misconduct by any executive at a level of vice president or above, may result in full reimbursement to Ball of any incentive compensation or cancellation of any outstanding awards to the executive; and•("(“double trigger"trigger”) before severance benefits are due. Excise tax gross-ups have been eliminated for any new change-in-control agreements entered into after January 1, 2010.
2015—2017—This year'syear’s NEOs are shown in the table below: Officers Officers
Title John A. Hayes President and CEO since 2011, elected Chairman in 2013 Scott C. Morrison SVP and CFO since 2010 (and interim COO of Global Metal Beverage Packaging in 2014) Erik C. M. Bouts Daniel W. Fisher SVP and COO, Global Metal Beverage Packaging hired February 2015since December 2016 Charles E. Baker VP and General Counsel since 2004, elected Corporate Secretary in 2011 Lisa A. Pauley SVP, Human Resources and Administration since 2011 2015—2017—After review of competitive market data based on both General Industry and Peer Group, Ball'sBall’s financial and operational performance, executive compensation consultant and CEO recommendations, tally sheet analysis, executive individual performance, and internal pay comparisons, the Committee authorized the following target total compensation elements for the CEO and other NEOs: increases to all NEOs based on analysis of external market data withand the exception of Mr. Bouts who joined the Company in February 2015;Company’s pay philosophy;•EVA® plan. Target incentive opportunity percentages changed for all NEOs except Mr. Bouts, which increased to better-align their total pay and total direct compensation with market;EVA® plan;•plan for all NEOs.plan. LTCIP targets for the 2015-2017 cycle2017-2019 period were defined as a fixed dollar amount and the mix of the target value of long-term incentive vehicles was targeted 20% for LTCIP, 40% for SARSSARs and 40% for PC-RSUs for all NEOs; and•2015-20172017-2019 PC-RSU awards is based on a future target value of absolute EVA®EVA® dollars generated in excess of Ball'sBall’s internal 9% after-tax hurdle rate as the capital charge, relative to compound growth rate targets achieved over a three-year period. PC-RSU awards for 2015-20172017-2019 have a potential outcome to executives of 0% to 200%.Corporation'sCorporation’s executive compensation program is to attract and retain exceptional leaders and enable them to behave like an owner—one of our key business values. When setting executive compensation, the Corporation applies a consistent approach for all executive officers and intends that the combination of compensation elements closely aligns the executives'executives’ financial interests with those of the shareholders. The program is mainly designed to:•Corporation'sCorporation’s shareholders;••EVA®EVA® incentive compensation and long-term incentive compensation in the form of both cash and equity. In support of the Corporation'sCorporation’s emphasis on significant ownership by key executives, the Corporation delivers long-term incentive opportunities that encourage ownership. Generally, the amount of compensation realized or potentially realizable does not directly impact the level at which future pay opportunities are set. However, when granting equity awards, the Committee reviews and considers both individual performance and the number of outstanding and previously granted equity awards.Corporation'sCorporation’s executive compensation objectives and philosophy focus on rewarding performance. This means that shareholder returns along with corporate performance, both short-term and long-term, comprise the largest portion of executive pay.
COMPENSATION CONSULTANT"Consultant"“Consultant”) to assist in fulfilling its responsibilities. The Consultant is employed by Pay Governance, LLC, and is engaged by and reports directly to the Committee. Specifically, the Consultant'sConsultant’s role is to develop recommendations for the Committee related to all aspects of the executive compensation program and the Consultant works with management to obtain information necessary to develop the recommendations. The Committee assessed Pay Governance'sGovernance’s independence in 2015,2017, as required under NYSE listing rules. Based on this review, we do not believe that any conflict of interest exists with the work performed by Pay Governance and consider them to be independent.("(“General Industry"Industry”) reflects the broad talent market in which we compete. The critical skills required by the Corporation'sCorporation’s management team have historically been found both inside and outside of the containers and packaging industry, and as such, the Committee believes it is appropriate to focus on General Industry market levels as the primary market reference point for evaluating the competitiveness of our executive compensation program. These data are size-adjusted to reflect the relative size of the Corporation or the relevant business unit for the executive. Size-adjusting the data ensures that market levels are being developed for like roles within businesses of similar size and scope. Data for the General Industry are collected from multiple proprietary survey sources published by leading market data providers.("(“Peer Group"Group”) is composed of companies within the containers and packaging, distiller and brewer, food, household durable and nondurable goods, aerospace and generalindustrial manufacturing industries. We use the secondary reference point to identify any differences in compensation practices between related industry peers and the broader General Industry. Our Peer Group consisted of 1715 companies with fiscal-annual revenues ranging from 0.4x to 2.5x Ball'sBall’s revenues. Data for the Peer Group are collected from both proprietary survey sources where custom analyses for selected peer groups are available and publicly disclosed data from SEC filings. Design Principle Criteria Design PrincipleCriteria Quantitative financial criteria to ensure organizations are comparable in terms of size and structure Ball'sBall’s revenuesBall'sBall’s market capitalization (used as a secondary reference) Qualitative criteria regarding appropriate industry, business types and organizational complexity Ball's aerospace, office services supplies, capital goods, chemical manufacturing, paper products and steel industries 2015,2017, our Peer Group included the following companies below, reflecting the removal of H.J. Heinz, as they were acquired by Berkshire Hathaway,Bemis, Greif, Molson Coors, Silgan Holdings and Sonoco Products, and the addition of Rock-TennAlcoa, General Mills, Kellogg, Nucor and Sherwin-Williams. The Committee approved these adjustments in 2014: Alcoa Corporation Eastman Chemical Company PPG Industries, Inc. Avery Dennison Corporation Bemis Company, Inc.Campbell Soup CompanyConAgra Foods, Inc.Crown Holdings Inc.Eastman Chemical CompanyExelisGreif, Inc.MeadWestvaco CorporationMolson Coors Brewing CompanyOwens-Illinois, Inc.PPG Industries, Inc.Rock-TennSealed Air CorporationSilgan Holdings, Inc.Sonoco Products CompanyUnited States Steel Corp. General Mills Inc. Sealed Air Corporation Campbell Soup Company Kellogg Company The Sherwin-Williams Company ConAgra Brands, Inc. Nucor Corporation United States Steel Corp. Crown Holdings Inc. Owens-Illinois, Inc. WestRock Company In the third quarter of 2015, Exelis was removed from ourit was acquired by Harris Corporation, making it no longer a viable comparator. Additionally, MeadWestvaco merged with Rock-Tenn in the third quarter of 2015 to create WestRock Company. The combined entity will be a part of the 2016 Peer Group. This amendedresult, this same Peer Group will be used for all 20162018 NEO pay decisions.Corporation'sCorporation’s relative positioning compared to the 20152017 Peer Group on relevant financial metrics.
metrics, which reflect the financial impact of the 2016 Rexam acquisition.
Compared to the Peer Group
Note: Financial statistics shown above in $M, are on a U.S.-GAAP, as-reported basis and were provided by the Consultant and obtained from the S&P's Capital IQ database. * Market Cap is as of December 31, 2014. ** Revenue and Net Income are as reported for FY 2014.![[MISSING IMAGE: tv488000_chrt-grid.jpg]](https://files.docoh.com/DEF 14A/0001144204-18-014563/tv488000_chrt-grid.jpg)
officer'sofficer’s target total compensation in relation to the 50th percentile of both the primary and secondary market reference points, e.g., General Industry and Peer Group. The data is gathered by the Consultant and presented to the Corporation and the Committee in detailed reports providing a comparative analysis of our executive officer compensation to the market data. The Consultant collaborates with the Corporation'sCorporation’s Executive Compensation Department when preparing such reports.executive'sexecutive’s annual target and actual pay in relation to competitive market information as well as total accumulated pay under various corporate performance scenarios, both recent and projected. The tally sheets are used to analyze and determine executive officer pay recommendations and understand the potential realizable compensation under various performance scenarios. The Consultant also prepares for the Committee an independent review and recommendation of the CEO'sCEO’s compensation. In its deliberations, the Committee meets with the CEO and other members of senior management, as appropriate, to discuss the application of the competitive benchmarking (pay and performance) relative to the unique structure and needs of the Corporation.CEO'sCEO’s target total compensation package is set by the Committee during an executive session based on the Committee'sCommittee’s review of the competitive information and recommendation prepared by the Consultant, assessment of the CEO'sCEO’s individual performance in conjunction with the financial and operating performance of the Corporation and appropriate business judgment.Corporation'sCorporation’s other executive officers, including the CFO and other NEOs, is made by the CEO after reviewing the executive'sexecutive’s and the Corporation'sCorporation’s business performance in conjunction with the executive'sexecutive’s responsibility and experience when compared to the competitive market information prepared by the Consultant. The compensation package for the other executive officers is established by the Committee taking into consideration the recommendation of the CEO, the executive officer'sofficer’s individual job responsibilities, experience and overall performance, along with appropriate business judgment.executive'sexecutive’s compensation level during the year as a result of a promotion. Such adjustments take into consideration competitive market data and a recommendation provided by the Consultant, as well as the recommendation of the CEO, which takes into account the additional responsibilities assigned and overall experience and performance of the executive.BALL'SBALL’S EXECUTIVE COMPENSATION PROGRAM AND 20152017 PERFORMANCECorporation'sCorporation’s executive compensation program are designed to be consistent with the compensation objectives described previously. The elements are outlined in the following table. The purpose of each element is also provided to demonstrate how each fits with the overall compensation objectives, specifically, stock ownership and pay-for-performance. Component Element Purpose ComponentElementPurposePerformance Measures2015 PerformanceOutcome Measures 2017 Performance
Outcome Base Compensation—Current Year Annual Base Salary Base Compensation–Current YearAnnual Base SalaryFixed element of pay based on an individual'sindividual’s primary duties and responsibilities. Individual performance and contribution based on primary duties and responsibilities. All NEOs received base pay increases consistent with the broader Corporation’s merit increase, except for Mr. Bouts (as heFisher, whose pay was hiredadjusted upon his promotion in February 2015), which included increasesDecember 2016 and was held constant for certain NEOs to better-align total compensation with market median, as applicable. 2017. Annual Incentive—Performance Based Cash Annual Incentive–Performance BasedCashEVA®Annual EVA® Incentive Compensation Plan Designed to reward achievement of specified annual corporate and/or operating unit financial goals pursuant to EVA®EVA® principles. Actual 2015 EVA®2017 EVA® based on the amount of corporate net operating profit after-tax, less a charge for capital employed in the business based on the Corporation'sCorporation’s internal 9% after-tax internal hurdle rate, as compared to the 2015 EVA®2017 EVA® incentive plan target. Resulted in an award of 125%162% of target for all NEOs except Mr. Bouts,Fisher, who received an award of 182%187% of target (as his target is based on a combination of his respective operating unit'sunit’s financial and EVA®EVA® goals and the Corporation'sCorporation’s consolidated plan). Component Element Purpose Performance
Measures 2017 Performance
Outcome Long-Term Incentive–
Incentive—Performance Based
Cash Long-Term Cash Incentive Plan Designed to promote long-term creation of shareholder value in relative terms (TSR performance versus a subset of companies in the S&P 500) and absolute terms (ROAIC) and provide an executive retention incentive. 50% based on TSR over 3 years relative to a subset of S&P 500 companies and 50% based on ROAIC over 3 years, as compared to targets. The 2013-2015 cycle2015-2017 period resulted in an award payment of 172.2%164.8% of target for all NEOs, except Mr. Bouts, based on above-target performance for relative TSR (61st(57th percentile) and above-target ROAIC performance (13.0%(12.0%). Long-Term Incentive—Performance Based Equity ComponentElementPurposePerformance Measures2015 PerformanceOutcome Long-Term Incentive—Performance Based EquityStock Options and Stock-Settled SARs Designed to promote share ownership and long-term performance resulting in the creation of shareholder value. Stock price appreciation relative to the grant date stock price (exercise price) of the stock options/SAR grants.
1-year: 0.8% vs.
19.4%.
3-year: 11.1% vs.
29.9%. Restricted Stock/RSUs Restricted Stock/RSUsDesigned to
promote share ownership, provide a retention incentive and provide long-term incentive for the creation of shareholder value. Stock price
appreciation. December 31, 2015, excluding reinvestment of dividends:Ball vs. S&P 500 1-year: 6.7% vs. (0.7%).Ball vs. S&P 500 3-year: 67.1% vs. 52.6%. Performance-
Contingent RSUs Designed to promote share ownership through the achievement of absolute EVA® dollar growth relative to compound growth rate targets over a 3-year period. Actual absolute EVA® dollars, equal to or exceeding a future estimated absolute EVA® dollar target. For all NEOs, resulted in vesting of the 2015-2017 PC-RSU award on January 31, 2018, based on actual EVA® generated of $240.4 million compared to our compound growth rate target of $214.5 million (award equal to 200% of target). Component Element Purpose Performance
Measures 2017 Performance
Outcome Other One-Time Incentives to Drive a Successful Integration and an Ownership-Based Culture Special Acquisition-Related Incentive Program PRSUs Designed specifically to promote the successful integration of the newly acquired beverage business. No awards were vested during 2017, as the performance period ends on December 31, 2019. Payouts, if any, will be made in 2020 and based upon the integration success over the entire 3 1/2-year performance period. Deposit Shares/Share Program RSUs Designed to promote executive financial investment in the Corporation, promote share ownership and provide long-term incentive for performance resulting in the creation of shareholder value. Attainment of required holding period and stock price appreciation. No new opportunities were awarded to NEOs in 2017 and grants will vest over a 4-year period, subject to satisfying the holding period and employee ownership requirements. Component Performance-Contingent RSUsDesigned to promote share ownership through the achievement of absolute EVA® dollar growth relative to compound growth rate targets over a 3-year period.Actual absolute EVA® dollars, equal to or exceeding a future estimated absolute EVA® dollar target.For all NEOs, except Mr. Bouts, resulted in vesting of the 2013-2015 PC-RSU award on January 29, 2016, based on actual EVA® generated of $180.6 million compared to our compound growth rate target of $181.5 million (award equal to 95.5% of target). Element Purpose Performance
Measures ComponentElementPurposePerformance Measures20152017 Performance
Outcome
Benefits BenefitsLife Insurance and Pension Benefits Supports basic life insurance and retirement income security needs. N/A N/A N/A Supplemental Executive Retirement Plan ("SERP"(“SERP”) Replicates benefits provided under the U.S. qualified pension plan, not otherwise payable due to IRS qualified plan limits. Non-Qualified Deferred Compensation Non-Qualified Deferred CompensationProvides eligible participants the ability to defer certain pretax compensation into a savings plan to support retirement income or other needs. Perquisites and Other Personal Benefits Noncash compensation generally nominal in value, which may consist of financial planning, executive physicals, aircraft usage and insurance premiums. The percent of total compensation may exceed the nominal range for an executive on foreign assignment. 20152017 EXECUTIVE COMPENSATION ELEMENTS2015,2017, the Committee took into account the Corporation'sCorporation’s operating and financial performance in 2014,2016, which resulted in a total return to shareholders of 33.1%4.0%, based on stock price appreciation plus reinvested dividends, compared to a 11.4%12.0% return of the S&P 500 and the 7.5%16.5% return of the Dow Jones Industrial Average.Containers and Packaging Index. The Corporation also generated significant free cash flow of $622increased EVA® dollars from $167.9 million achieved EVA® dollars greater than 2013 levels andin 2015 to $198.6 million in 2016, which represents an after-tax return on average invested capital of 13.4%.11.5% over a larger average invested capital base. The Committee also recognized that all NEOs with the exception of Mr. Bouts who joined the Company in February 2015, contributed to the many other successes of the Corporation, including: 1) leveraging plant floor systems in our metal beverage facilities to improve efficiencies(1) successful completion of the Rexam acquisition and reduce costs, 2)required sale of the divestment business, (2) implementing cost-out and value-in initiatives across our corporate functions and all of our global businesses, 3) installing a new extruded aluminum aerosol line in our DeForest, Wisconsin, facility, 4)(3) investing capital to meet global double-digithigh single-digit volume growth for specialty beverage containers, as well as the next generation aluminum bottle-shaping technology in North America, 5)(4) expanding our global reach by initiatingcompleting investments in a metal beverage facilityfacilities in Monterrey, Mexico, and Myanmar, as well as an extruded aluminum aerosol facility in India, 6)(5) leveraging our global capabilities in steel aerosolmetal manufacturing, to invest in G3-HD the next generation steel aerosol production capabilities in our Chestnut Hill, Tennessee, facility, and 7)(6) successfully delivering multiple aerospace technologies and instruments to government and commercial customers throughout 20142016 which significantly improved year-over-year financial performance. During 2014,2016, the Company was alsoagain recognized by Fortune as one of the Most Admired Companies in 2014, by Newsweek for being ranked third among the 500 largest U.S. companies on overall environmental performance and by the Dow Jones Sustainability Index for maintaining our position as the only packaging company to be listed on both the North American and World indexes.indexes, and also received a perfect score on the Corporate Equality Index, a national benchmarking survey on corporate policies and practices related to LGBT workplace equality, administered by the Human Rights Campaign Foundation.CEO'sCEO’s subjective judgment of individual performance and contributions to overall business performance, experience level, internal merit increase budgets, external market base salary movement and market competitiveness as compared to 50th percentile data. With respect to promotions, we may initially position an individual below the 50th percentile and then adjust their base pay closer to the market median over time, in order to ensure that the individual is successfully performing and growing into their new role. The Committee reviewed base salary levels during the executive compensation review as outlined under the section entitled "Process“Process for Determining Executive Compensation,"” which included an analysis of external market data, prepared by the Consultant and approved salary increases for all NEOs in early February 2015,late January 2017, with changes effective retroactively to January 1, 2015.2017. NEO 2017
Base Salary Rationale John A. Hayes $ 1,268,520 2017 base salary was based on the executive compensation review, including an
analysis of external market data, and reflected a merit increase consistent with the
Corporation’s merit increase budget. Scott C. Morrison $ 682,662 2017 base salary was based on the executive compensation review, including an
analysis of external market data, and reflected a merit increase consistent with the
Corporation’s merit increase budget. Daniel W. Fisher $ 540,000 2017 base salary was based on the executive compensation review, including an analysis of external market data, and took into account his promotion to SVP and COO, Global Beverage Packaging. Charles E. Baker $ 504,715 2017 base salary was based on the executive compensation review, including an
analysis of external market data, and reflected a merit increase consistent with the
Corporation’s merit increase budget. Lisa A. Pauley $ 475,542 2017 base salary was based on the executive compensation review, including an
analysis of external market data, and reflected a merit increase consistent with the
Corporation’s merit increase budget. NEO 2015
Base SalaryRationale John A. Hayes $ 1,200,000 2015 base salary was based on the executive compensation review, including an analysis of external market data. Mr. Hayes' 2015 base salary reflected a merit increase consistent with the Corporation's merit increase budget and an increase to recognize his performance in relation to market median practices. Scott C. Morrison $ 650,403 2015 base salary was based on the executive compensation review, including an analysis of external market data. Mr. Morrison's 2015 base salary reflected a merit increase consistent with the Corporation's merit increase budget and an increase to recognize his performance in relation to market median practices. Erik C. M. Bouts $ 689,053 2015 base salary was based on an executive compensation review of his initial employment compensation package, including an analysis of external market data. Mr. Bouts' 2015 base salary was evaluated against a combination of U.S. market data, Swiss market data from non-Swiss, multinational companies and Swiss market data from Swiss companies. Mr. Bouts is paid in Swiss francs; his 2015 base salary and his annual non-equity incentive and other compensation is converted to U.S. dollars based upon 0.998, the exchange rate on December 31, 2015. Charles E. Baker $ 478,998 2015 base salary was based on the executive compensation review, including an analysis of external market data. Mr. Baker's 2015 base salary reflected a merit increase consistent with the Corporation's merit increase budget and an increase to better align his compensation package with market median practices. Lisa A. Pauley $ 453,071 2015 base salary was based on the executive compensation review, including an analysis of external market data, and reflected a merit increase consistent with the Corporation's merit increase budget. CEO and other NEOs for making decisions that improve performance as measured by EVA®EVA®. It is designed to produce sustained shareholder value by establishing a direct link between EVA®EVA® improvement and incentive compensation. EVA®EVA® was selected as the measure for Ball'sBall’s Annual Incentive Compensation Plan because it has been demonstrated to correlate management'smanagement’s incentive with share price growth and shareholder returns. EVA®EVA® is calculated by subtracting a charge for the use of invested capital from net operating profit after-tax as illustrated below:EVA® =
Net OperatingProfit After Tax("NOPAT")
minusCapital Charge (the Amount ofCapital Invested by Ball multipliedby Ball's After-Tax Hurdle Rate)![[MISSING IMAGE: tv481757_equation-eva.jpg]](https://files.docoh.com/DEF 14A/0001144204-18-014563/tv481757_equation-eva.jpg)
EVA®.EVA® dollars. If EVA®EVA® improves, value has been created.Corporation'sCorporation’s and/or operating unit's EVA®unit’s EVA® financial performance determines the amount, if any, of awards earned under the Annual Incentive Compensation Plan. Such awards are based on actual EVA®EVA® performance relative to the established EVA®EVA® target. For any one year, the EVA®EVA® target is equal to the sum of the prior year'syear’s target EVA®EVA® plus one-half the amount of the prior year's EVA®year’s EVA® gain or shortfall relative to the prior year's EVA®year’s EVA® target and is calculated as follows:![[MISSING IMAGE: tv481757_equation-curyear.jpg]](https://files.docoh.com/DEF 14A/0001144204-18-014563/tv481757_equation-curyear.jpg){kind=small}
Current Year'sEVA® Target =Prior Year'sEVA® Targetplus 1/2Prior Year's Actual EVA®minusPrior Year'sEVA® TargetEVA®EVA® occurs when the amount of NOPAT, less a charge for capital employed in the business, increases over time. It establishes a direct link between annual incentive compensation and continuous improvement of return on invested capital relative to aan internal 9% after-tax "hurdle“hurdle rate."” The Corporation has established a minimum 9% after-tax as the hurdle rate when evaluating capital expenditures and strategic initiatives in most regions in which we do business. This hurdle rate is above the Corporation'sCorporation’s actual cost of capital.EVA®EVA® is equal to the EVA®EVA® target. Actual annual incentive payments each year can range from 0% to 200% of the targeted incentive opportunity based on corporate performance and/or the performance of the operating unit over which the executive has responsibility. For the Corporation'sCorporation’s consolidated plan, a payout of 0% is realized when actual EVA®EVA® is $104$174 million less than targeted EVA®EVA®. A payout of 200% or greater may be achieved if actual EVA®EVA® is $52$87 million or higher than target EVA®EVA®. However, any amounts over 200% of target are banked and remain at risk until paid over time in one-third increments whenever actual performance under the Annual Incentive Plan results in a payout of less than 200% of target. When the bank balance falls below $7,500$10,000 it is paid in full. All payments from the bank balance are made at the same time annual incentive payments are made. In 2015,2017, the Corporation'sCorporation’s consolidated actual EVA®EVA® performance exceeded our EVA®EVA® target by $13.1$54.1 million and resulted in a payout of 125%162% of target, as shown below: Performance Measure Minimum Performance MeasureMinimumTarget MaximumActual Maximum EVA® $63.5 millionActual $167.5 million$219.5 million$180.6 million EVA® $12.3 million $186.3 million $273.3 million $240.4 million Bouts' EVA®Fisher’s EVA® target iswas based on a combination of his respective operating unit'sunit’s financial and EVA®EVA® goals and the Corporation'sCorporation’s consolidated plan; however, due to the competitively sensitive nature of such financial metrics, these values have been excluded.20152017 Incentive Paid—A target incentive opportunity is established each year as a percentage of an executive'sexecutive’s annual base salary and is targeted at approximately the 50th percentile of the competitive market with the opportunity to earn more for above-target performance or less for below-target performance. The 20152017 target incentive opportunity for Messrs. Hayes, Morrison and Baker and Ms. Pauley was dependent upon the Corporation'sCorporation’s consolidated EVA®EVA® performance; whereas for Mr. Bouts,Fisher, 80% was dependent upon the EVA®EVA® performance of the Corporation's Global Metal Beverage Packaging operating unit and 20% dependent upon the Corporation'sCorporation’s consolidated EVA®EVA® performance. The table below summarizes for each NEO the 20152017 target incentive opportunity asyear'syear’s strong EVA®EVA® performance. The value paid may include a one-third increment of a prior bank balance. NEO Target Annual Incentive Actual Annual Incentive % of Base $ Value % of Base $ Value Paid John A. Hayes 135% $ 1,711,021 219% $ 2,771,854 Scott C. Morrison 85% $ 579,761 138% $ 939,212 Daniel W. Fisher 70% $ 380,144 135% $ 735,580 Charles E. Baker 70% $ 352,995 113% $ 571,852 Lisa A. Pauley 75% $ 356,348 121% $ 577,285 Target Annual Incentive Actual Annual Incentive % of Base $ Value % of Base $ Value Paid 125 % $ 1,498,077 156 % $ 1,872,596 80 % $ 519,000 100 % $ 648,751 75 % $ 473,724 136 % $ 861,230 65 % $ 310,980 81 % $ 388,725 70 % $ 316,866 88 % $ 396,082 CEO and the other NEOs, may elect to defer the payment of all or a portion of their annual incentive compensation into the 2005 Deferred Compensation Plan and/or the 2005 Deferred Compensation Company Stock Plan, as described in the "Non-Qualified“Non-Qualified Deferred Compensation"Compensation” section.Corporation'sCorporation’s long-term incentive opportunity is generally provided through a combination of equity and cash awards, which the Committee believes best matches the compensation principles for the program.2015,2017, the target award mix of long-term incentive vehicles was 20% LTCIP, 40% SARs and 40% PC-RSUs as described previously. The total target amount of long-term incentives, based on the grant date expected value, is generally established in relation to the 50th percentile of the competitive market, individual roles and responsibilities, individual performance (as outlined in the preceding "Base Salary"“Base Salary” section) and the Corporation'sCorporation’s financial and operating performance. Mix of Long-Term Vehicles Total Target
Long-Term
Value % LTCIP
(2015-2017
Cycle) %
Options/
SARs % Performance-
Contingent RSUs
(2015-2017 Cycle) % DSP $ 5,500,023 20 % 40 % 40 % 0 % $ 1,250,024 20 % 40 % 40 % 0 % $ 993,550 20 % 40 % 40 % 0 % $ 624,986 20 % 40 % 40 % 0 % $ 619,999 20 % 40 % 40 % 0 % NEO Total Target
Long-Term
Value Mix of Long-Term Vehicles % LTCIP
(2017-2019
Period) %
Options/
SARs % Performance-
Contingent RSUs
(2017-2019 Period) John A. Hayes $ 6,000,000 20% 40% 40% Scott C. Morrison $ 1,450,000 20% 40% 40% Daniel W. Fisher $ 1,000,000 20% 40% 40% Charles E. Baker $ 800,000 20% 40% 40% Lisa A. Pauley $ 850,000 20% 40% 40% Corporation'sCorporation’s executive ownership and shareholder value creation objectives.Corporation'sCorporation’s performance-based long-term cash incentive award, LTCIP, is intended to focus executives on the achievement of multiyear performance goals that will enhance shareholder value. The Corporation'sCorporation’s TSR and ROAIC are considered in determining the amount, if any, of awards earned under the Corporation'sCorporation’s LTCIP. Performance is measured on a cumulative basis over a three-year performance cycle.period. Awards pursuant to the LTCIP are generally made on an annual basis such that three performance cyclesperiods overlap. Any actual award earned is paid at the end of the three-year performance cycle.period. During 2015,2017, there were three overlapping cycles:periods:•2013-2015—2013,2015, completed at the end of 2015,2017, vesting took place in early 2016.2018.Table of Contents2016-2018—•2014-2016—Awarded in 2014,2016, in process, will complete at the end of 2016,2018, payment in early 2017,2019, if performance measures are attained.•2015-2017—Awarded in 2015,2017, in process, will complete at the end of 2017,2019, payment in early 2018,2020, if performance measures are attained; included in the "Grants“Grants of Plan-Based Awards Table."Corporation'sCorporation’s three-year TSR as measured against the TSRs of a subset of companies in the S&P 500 excluding companies in the S&P 500 Index that are classified as being part of the Financial or Utilities industry sectors or the Transportation industry group. Companies added to the S&P 500 during the performance cycleperiod are also excluded. TSR is measured by comparing the average daily closing price and dividends of the Corporation in the third year of the performance cycleperiod with the average daily closing price and dividends prior to the start of the performance cycleperiod relative to the distribution of the equivalent TSRs during the performance cycleperiod of the group of companies as described above. The target performance requirement for the TSR measure is the 50th percentile of the S&P 500 subset described above. The other one-half of the award is based on ROAIC performance over the three-year period. ROAIC is calculated by dividing the average of the Corporation'sCorporation’s net operating profit after-tax over the relevant performance cycleperiod by its average invested capital over such period. The target performance requirement for the ROAIC measure is 9% after-tax, which is above the Corporation'sCorporation’s estimated WACC. The target, minimum and maximum performance requirements are as follows: Performance Measure Minimum Target Maximum TSR 37.5th percentile 50th percentile 75th percentile ROAIC (after-tax) 7% 9% 11% Minimum Target Maximum 37.5th percentile 50th percentile 75th percentile 7% 9% 11% NEO'sNEO’s incentive opportunity is established by considering external long-term incentive market data and the Corporation'sCorporation’s internal pay equity. Each NEO'sNEO’s LTCIP opportunity is set as a fixed target dollar amount based on the 20% target award mix of long-term incentive vehicles, which ensures that the value of Ball'sBall’s long-term incentives remain consistent with competitive market practices.executive'sexecutive’s award for any given performance cycleperiod is calculated as follows:LTCIPPayment =Fixed TargetDollar Amounttimes50% xTSRPayoutFactorplus50% xROAICPayoutFactor![[MISSING IMAGE: tv481757_equation-ltcip.jpg]](https://files.docoh.com/DEF 14A/0001144204-18-014563/tv481757_equation-ltcip.jpg)
Actual payments at the end of the performance cycle for each factor (TSR and ROAIC) can range from 0% to 100% of the target opportunity based on actual performance relative to the established performance measures described above.2015-20172017-2019 performance cycle,period, the fixed target dollar incentive opportunities awarded in early 20152017 to the CEO and other NEOs, and reported in the "Grants“Grants of Plan-Based Awards Table,"” are as follows: NEO Target LTCIP Dollar Value for the
2017-2019 Performance Period John A. Hayes $ 1,200,000 Scott C. Morrison $ 290,000 Daniel W. Fisher $ 200,000 Charles E. Baker $ 160,000 Lisa A. Pauley $ 170,000 Target LTCIP Dollar Value for the
2015-2017 Performance Cycle $ 1,100,000 $ 250,000 $ 192,596 $ 125,000 $ 124,000 2013-20152015-2017 performance cycle,period, the incentive opportunities for the CEO and other NEOs were as follows: NEO Target LTCIP Dollar Value for the
2015-2017 Performance Period John A. Hayes $ 1,100,000 Scott C. Morrison $ 250,000 Daniel W. Fisher $ 80,000 Charles E. Baker $ 125,000 Lisa A. Pauley $ 124,000 Target LTCIP Dollar Value for the
2013-2015 Performance Cycle $ 965,000 $ 223,000 N/A $ 125,000 $ 108,000 Corporation'sCorporation’s actual performance for the 2013-20152015-2017 performance cycleperiod of 61st57th percentile TSR and 13.0%12.0% ROAIC, cash payouts (made in early 2016)2018) to the CEO and other NEOs are 172.2%164.8% of the target opportunities and reported in the "Summary“Summary Compensation Table."Corporation'sCorporation’s equity awards may be provided through various forms (SARs, Incentive Stock Options ("ISOs"(“ISOs”), Non-Qualified Stock Options ("NQSOs"(“NQSOs”), PC-RSUs, restricted stock and RSUs), all of which are tied to the price of Ball Corporation common stock. Annual equity awards associated with target total compensation are typically granted in January on the date of the quarterly meeting of the Board; however, equity awards may be granted during the year as part of an executive'sexecutive’s promotion, extraordinary performance or for retention purposes. In the case of newly hired executives, equity awards may be granted upon the executive joining the Corporation. Annual equity-based awards are determined for each NEO in order to bring target total compensation to the level deemed appropriate by the Committee in relation to the external market 50th percentile and each executive'sexecutive’s roles, responsibilities and performance.February 2015,January 2017, the Committee approved the award of SARs and PC-RSUs to the CEO and other NEOs and executive officers. Each form of equity is described below. The target values of these awards were based on the total target award mix of long-term incentive vehicles as previously described (40% SARSSARs and 40% PC-RSUs). The number and/or value of the equity awarded in 20152017 to the CEO and other NEOs is reported in the "Summary“Summary Compensation Table"Table” and the "Grants“Grants of Plan-Based Awards Table."” All equity awards are pursuant to the provisions of the Amended and Restated 2013 Stock and Cash Incentive Plan.Corporation'sCorporation’s stock increases. Such awards generally vest at 25% per year for four years and expire in ten years. The grant value of each SAR, ISO or NQSO is based on the closing price of the Corporation'sCorporation’s common stock on the date of grant.•Corporation'sCorporation’s Drive for 10 vision. The performance measure is a future target value of the Corporation'sCorporation’s absolute EVA®EVA® dollars generated in excess of Ball'sBall’s 9% after-tax hurdle rate. The future dollar absolute EVA®EVA® target value is calculated by increasing the prior year actual EVA®EVA® dollars generated in excess of the 9% after taxafter-tax hurdle rate by a compound annual growth rate ofcycle.period. Given the challenging nature of this measure, a minimum and maximum performance range exists and may result in an actual payout of between 0% and 200%. The minimum performance measure, which would result in a 0% payout, is the base figure of prior year-end achieved absolute EVA®EVA® dollars. In this case, even though we would have continued to generate positive EVA®EVA®, the lack of growth in that figure results in a zero payout. The maximum performance measure is only achieved if we grow absolute EVA®EVA® dollars at an aggressive compound annual growth rate of 8% over the three years of the cycle.period. Performance between minimum, target and maximum is extrapolated to determine the payout factor. Awards are generally made on an annual basis such that three performance cyclesperiods overlap. Any actual award earned is paid at the end of the three-year performance cycle.period. During 2015,2017, there were three overlapping cycles:periods:
2015-2017—–2013-2015—PC-RSUs were granted in 2013,2015, completed at the end of 2015,2017, and vesting took place in early 2016.2018. The actual EVA®EVA® generated was $180.6$240.4 million compared to our compound growth rate target of $181.5$214.5 million and 95.5%200% of all granted units for that three-year cycleperiod vested for the NEOs. The PC-RSUs vested in January 20162018 and the value realized on vesting iswill be reported in the "Option“Option Exercises and Stock Vested Table"Table” in 2017.2019.Table of Contents2016-2018—–2014-2016—PC-RSUs were granted in 2014.2016. This is in the process and will complete at the end of 20162018 and vesting will occur in early 2017,2019, if the performance measure is attained. The target, minimum and maximum performance requirements for the 2014-20162016-2018 award are as follows: Performance Measure Performance MeasureMinimum TargetMaximum Target Absolute EVA® Dollars$149.3 million$167.9 million$188.1 million Target Maximum Target Absolute EVA® Dollars $180.6 million $203.2 million $227.5 million –2015-2017—2017-2019—PC-RSUs were granted in 2015.2017. This is in the process and will complete at the end of 20172019 and vesting will occur in early 2018,2020, if the performance measure is attained. The target, minimum and maximum performance requirements for the 2015-20172017-2019 award are as follows: Performance Measure Performance MeasureMinimum TargetMaximum Target Absolute EVA® Dollars$190.7 million$214.5 million$240.2 million Target Maximum Target Absolute EVA® Dollars $198.6 million $223.4 million $250.2 million •Deposit Share Program/RSUs: The Corporation may grant restricted stock or RSUs pursuant to the DSP, which was introduced in 2001. The DSP is intended to increase share ownership among certain executives who must make additional investments in the Corporation's stock in order to participate. Under this program, an executive receives one share of restricted stock or one RSU for every newly acquired share by the participant (either in the market, through the exercise and holding of stock options or settlement of SARs, or deferral, if eligible, of annual incentive compensation to the Deferred Compensation Company Stock Plan) during a specified acquisition period, up to a maximum number of shares preestablished by the Committee. As long as the executive continues to hold the newly acquired shares, the restricted stock or units granted cliff vest four years from the date of grant; or, if stock ownership guidelines are met, 30% of the shares or units vest at the end of the second year and again at the end of the third year and 40% will vest at the end of the fourth year. Restricted stock or units granted pursuant to the DSP are made on the 15th day of each month following the executive's submission of adequate documentation to the Corporation detailing the acquisition of the newly acquired shares. No new DSP RSUs were granted in 2015.•2015, one-time, service-basedconjunction with the 2016 Rexam acquisition, the Corporation implemented a special incentive program designed specifically to motivate participating employees to successfully integrate the Rexam acquisition into the Corporation and generate cash flow to facilitate paying down the related Company debt. The SAIP is based on a 3½-year performance period, beginning July 1, 2016, and ending on December 31, 2019, and is based on cumulative EVA® dollar and cash flow targets. SAIP awards are in the form of Performance Restricted Stock Units (“PRSUs”) and the PRSUs will cliff-vest at the end of the performance period, if the performance targets are met. No interim payouts or vesting will occur during the performance period. Additionally, as the performance targets have been established to be challenging, minimum, target and maximum values have been established for each of the two performance measures; however, due to the competitive and sensitive nature of theMr. Bouts (upon hire) and Mr. Morrison (upon successfully serving as interim COO of Ball Corporation's Global Beverage Packaging businessthe NEOs in addition to his role as CFO in 2014) and are reported in the "Summary Compensation Table" and the "Grants of Plan-Based Awards Table." CEO and other U.S.-based NEOs participate in the same benefit plans and on the same terms as provided to all U.S. salaried employees, with the exception of the differences noted below.("(“Salaried Pension Plan"Plan”) and contributions to the qualified 401(k) savings plan. The Corporation sponsors two qualified salaried defined benefit pension plans in the U.S., one covering its Aerospace subsidiary'ssubsidiary’s employees and the other covering all other U.S. salaried employees. Prior to January 1, 2007, the benefits were determined by final average salary, covered compensation and years of service. Beginning in 2007, the benefit in both plans is an accumulated annual credit based on base salary, the Social Security Wage Base ("SSWB"(“SSWB”) and a multiplier that is based on service. U.S.-based NEOs, to contribute to the plan 1% to 55% of their base salary up to IRS-determined limits on a before-tax basis. Prior to January 1, 2007, the Corporation matched 50% of the first 6% of base salary contributed to the plan. Beginning in 2007, the Corporation matches 100% of the first 3% of base salary contributed, and 50% of the next 2% of base salary contributed, up to a maximum match of 4% of base salary contributed. U.S.-based NEOs, also receive benefits under the non-qualified SERP which replaces benefits otherwise available in the qualified pension plan except for limits on covered compensation in the qualified plan set by the Internal Revenue Code of 1986, as amended (the "Code"“Code”). The SERP is designed to provide retirement benefits that are calculated on base salary that exceeds the maximum amount of pay that can be included in the pension calculation under a pension plan that is tax qualified under the Code. Further information regarding the Salaried Pension Plan and the SERP are provided in the "Pension Benefits"“Pension Benefits” section.Corporation'sCorporation’s U.S. pension plans and SERP provide pension benefits based on base salary only and do not include incentive compensation as part of the pension calculation.Beginning in February 2015, Mr. Bouts began accruing benefits under a defined contribution pension plan generally available to all salaried employees in Switzerland ("PersonalVorsorgestiftung").employees.employees, including the NEOs. Under the terms of the deferred compensation program, participants are eligible to defer current annual incentive compensation to be paid and/or RSUs to be issued in the future. When amounts are deferred, the participant becomes a general unsecured creditor of the Corporation and deferred amounts become subject to claims on the same basis as other general unsecured creditors to the Corporation. The deferred compensation plans provide a means for participants to accumulate funds for retirement or other purposes.2015,2017, the annual and long-term incentives awarded were established and paid to the NEOs pursuant to the terms of the Ball Corporation 2013 Stock and Cash Incentive Plan and the Ball Corporation Annual EVA®EVA® Incentive Compensation Plan, which are administered by the Committee. The 2013 Stock and Cash Incentive Plan permitswas amended and approved by shareholders in April 2017, resulting in the Ball Corporation Amended and Restated 2013 Stock and Cash Incentive Plan. Both the original Ball Corporation 2013 Stock and Cash Incentive Plan and the Ball Corporation Amended and Restated 2013 Stock and Cash Incentive Plan permit grants of cash awards, stock options, SARs or stock awards (e.g., shares, restricted stock and RSUs).Corporation'sCorporation’s internal assessment of risk confirms that our compensation arrangements do not foster undue risk taking. They are performance driven and have strong governance and control mechanisms.Committee'sCommittee’s executive compensation Consultant conducted a thorough risk assessment of our executive compensation programs in 2013,2017, and reported on this to the Committee. The Consultant reviews a number of criteria regarding compensation design and governance and whether financial risks, operational risks or reputational risks may be generated through any of our programs, policies or practices. The Consultant concluded that they did not identify any elements within Ball'sBall’s compensation programs and processes that pose material risk to the Corporation. The basis for the Consultant'sConsultant’s conclusion is that the Corporation'sCorporation’s incentive plans and processes are well designed, diversified and appropriately structured to mitigate risk without diluting incentives for high performance. During 2015, the Consultant assessed the programs and determined that since no changes had occurred since 2013, the programs continue to pose no material risk.20152017 stock ownership guidelines (minimum requirements) are as follows: Executive Executive
Ownership Multiple
(of Base Salary) CEO CEO 5 times CFO, EVPs and SVPs 3 times Other Executives 1 to 2 times 2015,2017, all executive officers including the CEONEOs have met their ownership guidelines. Furthermore, the Corporation has established a stock ownership guideline for each nonmanagement director, equal to five times their annual fixed retainer amount, and the other NEOsall have met their ownership guidelines with the exception of Mr. Bouts,Ms. Ross, who joined the CompanyBoard in February 2015October 2017 and is in the process of attaining shares within the required period. Furthermore, thehas established a 10,000 share stock ownership guideline for each nonmanagement director and all have met their ownership guidelines with the exception of Mr. Cave, who joined the Board in October 2014 and is in the process of attaining shares within the required period. Anti-Hedging PolicyWhen the Corporation's share price appreciates,does not allow an executive or director may desire to lock in a portionsome or all of thatany company share price appreciation, thereby managing a portion ofwhich would neutralize the economic risk associated with concentrated holdings ofholding Ball Corporation common stock. The Corporation has evaluated the potential approaches thatHowever, executives and directors can use. As a result of this review, executives are permitted to use prepaid variable forward contracts or contracts to purchase or sell Ball Corporation common stock including pursuant to SEC10b5-1.10b5-1, subject to preapproval and applicable rules. Put and call options and other hedging transactions involving Corporation stock (including selling the stock "short"“short”), are not permitted. CEO and other NEOs are covered by arrangements that specify payments in the event the executive'sexecutive’s employment is terminated. The type and amount of payments vary by executive level and whether the termination is following a change in control of the Corporation. These severance benefits, which are competitive with General Industry practices, are payable only if the executive'sexecutive’s employment is terminated as specified in each of the agreements. Further discussion is provided in the "Other“Other Potential Post-Termination Employment Benefits"Benefits” section. Employment Agreement with Mr. BoutsMr. Bouts, SVP and COO of the Global Metal Beverage Packaging division, has an employment contract with the Corporation due to the customary nature of such agreements for executives working in Europe. In consideration of outstanding long-term equity incentives and short-term annual incentives forfeited upon his termination of service with his prior employer, Mr. Bouts received RSUs and a one-time cash bonus payment which are included in the "Summary Compensation Table" and "Grants of Plan-Based Awards Table," as applicable. He also is eligible to participate in the Corporation's broad-based benefit programs that are generally available to all salaried employees in Zurich, Switzerland, including insurance that provides personal coverage for accident and illness, a health insurance premium allowance, a defined contribution pension plan and the ability to purchase shares of our common stock under our Employee Stock Purchase Plan. In addition, we provide Mr. Bouts a housing allowance and other benefits also available to other Ball Corporation's Swiss executive officers, such as a petty expense allowance, meal allowance, car leasing and payment for financial planning services. We believe these benefits are customary for similar executives in Europe.Mr. Bouts' employment agreement is for an unspecified period and provides that either party may terminate the agreement by giving three months' written notice at the end of a month.cycle,period, and the Corporation realizes a tax deduction upon payment to and/or realization by the executive."Summary“Summary Compensation Table"Table” by reason of being the next three most highly-compensated executive officers. To the extent that any cash compensation for any NEO, otherwise deductible for a particular tax year, would not be deductible in that year because of the limitations of Code Section 162(m), the Committee has mandated that such compensation will be deferred until retirement; however, the Committee, in its sole discretion, may approve payment of nondeductible compensation from time to time if it deems circumstances warrant it.FASB ASC Topic 718, ("Topic 718"), which addresses accounting for stock compensation."Other“Other Potential Post-Termination Employment Benefits"Benefits” section.20152017 elements of compensation in summary form; (2) equity and non-equity incentives awarded in 2015;2017; (3) outstanding stock options and stock awards held as of December 31, 2015;2017; (4) the value realized on stock options or SARs exercised and stock awards that vested during 2015;2017; (5) information regarding non-qualified deferred compensation; (6) projected pension benefit values; and (7) projections for other potential post-termination benefits. The "Director“Director Compensation Table"Table” summarizes the fiscal year 20152017 elements of compensation for the Corporation'sCorporation’s nonmanagement directors. Accompanying each table are narratives and/or footnotes intended to further the understanding of the information disclosed in the tables. The tables should be read in conjunction with the CD&A beginning on page 18,17, which explains the Corporation'sCorporation’s compensation objectives and philosophy, its process for determining executive compensation and a description of the elements of compensation."Summary“Summary Compensation Table"Table” represents all fiscal year 20152017 elements of compensation for the Corporation'sCorporation’s NEOs including:•Bonus earned,•EVA®EVA® Incentive Compensation Plan for 20152017 performance,•cycleperiod ended in 2015,2017,•2015,2017, including the one-time awards under the SAIP, calculated in accordance with Topic 718, and•2015,2017, calculated in accordance with Topic 718.20152017 payout factors used to determine the amounts earned for the Annual EVA®EVA® Incentive Compensation Plan and LTCIP for the CEO, CFO and the other NEOs are provided in the "2015“2017 Performance Outcome" column.20152017 in the value of pensions payable at age 65 for the NEOs as well as above-market earnings associated with non-qualified deferred compensation. Certain of the Corporation'sCorporation’s predecessor deferred compensation plans provide for an interest rate that is equal to the Moody'sMoody’s Seasoned Corporate Bond Index ("Moody's"(“Moody’s”) and in some plans, an interest rate that is 5 percentage pointsMoody's,Moody’s, and in others, a fixed interest rate equal to 9%. No additional deferrals are permitted into these plans. Any earnings credited to accounts within plans that provide the Moody'sMoody’s rate plus 5 percentage points and/or the 9% fixed interest that is in excess of above-market earnings that would have been credited at a rate that is 120% of the applicable federal long-term rate have been classified as above-market earnings on deferred compensation."All“All Other Compensation"Compensation” column represents the sum of the values of:•••Corporation'sCorporation’s broad-based Employee Stock Purchase Plan ("ESPP"(“ESPP”), and•Tax equalization payments related to foreign assignments pursuant to the Corporation's broad-based Mobility program."All“All Other Compensation Table"Table” that follows the "Summary“Summary Compensation Table.""Other“Other Potential Post-Termination Employment Benefits." Name &
Principal Position Year Salary
($) Bonus
($)
Awards
($) (1)
Awards
($) (2)
Incentive
Plan
Compensation
($) (3)
Pension
Value and
Non-Qualified
Deferred
Compensation
Earnings
($) (4)
Compensation
($) (5) Total
($) John A. Hayes
Chairman, President
and CEO 2017 $ 1,267,423 $ — $ 4,335,590 $ 2,399,996 $ 4,584,654 $ 282,496 $ 62,495 $ 12,932,654 2016 $ 1,238,615 $ — $ 3,278,877 $ 2,310,256 $ 3,988,186 $ 291,439 $ 81,860 $ 11,189,233 2015 $ 1,198,462 $ — $ 2,200,017 $ 2,200,006 $ 3,534,326 $ 99,027 $ 133,907 $ 9,365,745 Scott C. Morrison
SVP, CFO 2017 $ 682,071 $ — $ 1,621,688 $ 580,003 $ 1,351,212 $ 157,742 $ 46,258 $ 4,438,974 2016 $ 666,728 $ — $ 1,343,405 $ 536,052 $ 1,171,912 $ 159,716 $ 64,229 $ 3,942,042 2015 $ 648,751 $ — $ 1,000,036 $ 499,996 $ 1,032,757 $ 62,951 $ 68,608 $ 3,313,099 Daniel W. Fisher
SVP, COO Global
Beverage Packaging 2017 $ 543,063 $ — $ 2,138,897 $ 399,997 $ 867,420 $ 68,121 $ 28,821 $ 4,046,319 Charles E. Baker
VP, General Counsel
and Corporate
Secretary 2017 $ 504,279 $ — $ 1,090,091 $ 319,994 $ 777,852 $ 189,399 $ 32,992 $ 2,914,607 2016 $ 492,871 $ — $ 915,939 $ 270,023 $ 672,198 $ 208,398 $ 33,980 $ 2,593,409 2015 $ 478,431 $ — $ 249,981 ��� $ 250,005 $ 603,975 $ 97,438 $ 35,630 $ 1,715,460 Lisa A. Pauley
SVP, Human
Resources and
Administration 2017 $ 475,131 $ — $ 1,065,614 $ 339,994 $ 781,637 $ 151,901 $ 41,814 $ 2,856,091 2016 $ 464,443 $ — $ 1,065,388 $ 258,020 $ 659,730 $ 177,826 $ 43,042 $ 2,668,449 2015 $ 452,665 $ — $ 247,996 $ 248,003 $ 582,058 $ 39,679 $ 39,898 $ 1,610,299 Name & Principal Position Year Salary ($) Bonus ($) (1) Stock
Awards ($) (2) Option
Awards ($) (3) Non-Equity
Incentive
Plan
Compensation ($) (4) Change in
Pension
Value and
Non-Qualified
Deferred
Compensation
Earnings ($) (5) All Other
Compensation ($) (6) Total ($) John A. Hayes 2015 $ 1,198,462 $ — $ 2,200,017 $ 2,200,006 $ 3,534,326 $ 99,027 $ 133,907 $ 9,365,745 Chairman, President 2014 $ 1,149,327 $ — $ 1,933,358 $ 1,746,180 $ 4,255,890 $ 243,109 $ 84,686 $ 9,412,550 and CEO 2013 $ 1,121,538 $ — $ 1,929,060 $ 1,585,056 $ 2,870,096 $ 40,567 $ 190,280 $ 7,736,597 Scott C. Morrison 2015 $ 648,751 $ — $ 1,000,036 $ 499,996 $ 1,032,757 $ 62,951 $ 68,608 $ 3,313,099 SVP, CFO 2014 $ 596,384 $ — $ 458,805 $ 413,982 $ 1,259,021 $ 135,697 $ 47,684 $ 2,911,573 2013 $ 582,715 $ — $ 445,521 $ 366,718 $ 832,241 $ 28,003 $ 44,349 $ 2,299,547 Erik C. M. Bouts (7) 2015 $ 631,632 $ 285,401 $ 1,711,747 $ 400,483 $ 861,230 $ 93,204 $ 99,034 $ 4,082,731 SVP Ball Corp; 2014 $ — $ — $ — $ — $ — $ — $ — $ — COO Global Metal 2013 $ — $ — $ — $ — $ — $ — $ — $ — Beverage Packaging Charles E. Baker 2015 $ 478,431 $ — $ 249,981 $ 250,005 $ 603,975 $ 97,438 $ 35,630 $ 1,715,460 VP, General Counsel 2014 $ 460,156 $ — $ 242,897 $ 219,744 $ 750,604 $ 197,300 $ 35,430 $ 1,906,131 and Corporate 2013 $ 443,585 $ — $ 250,319 $ 205,953 $ 457,521 $ 38,347 $ 34,730 $ 1,430,455 Secretary Lisa A. Pauley 2015 $ 452,665 $ — $ 247,996 $ 248,003 $ 582,058 $ 39,679 $ 39,898 $ 1,610,299 SVP, Human 2014 $ 439,475 $ — $ 223,269 $ 202,086 $ 820,656 $ 169,316 $ 41,762 $ 1,896,564 Resources and 2013 $ — $ — $ — $ — $ — $ — $ — $ — Administration (1)Represents one-time, cash bonus paid to Mr. Bouts upon hire in consideration of short-term incentives forfeited upon termination of service with his prior employer.(2)performance-contingent equityPC-RSU awards granted for each reported year, calculated in accordance with Topic 718 assuming the probable outcome. The assumptions used in the calculation of these amounts are included in the Corporation'sCorporation’s Annual Report on Form 10-K in Notes 1 and 17 to the Consolidated Financial Statements for fiscal year ended December 31, 2015.2017. At the maximum number, the values for 20152017 PC-RSUs are: Mr. Hayes $4,400,033;$4,799,945; Mr. Morrison $1,000,056;$1,160,000; Mr. Bouts $800,944;Fisher $800,042; Mr. Baker $499,962,$639,942, and Ms. Pauley $495,993;$680,005; and values for 20142016 PC-RSUs are: Mr. Hayes $3,866,716;$4,619,993; Mr. Morrison $917,609;$1,072,010; Mr. Fisher $359,981; Mr. Baker $485,793,$540,037, and Ms. Pauley $446,537. Additionally, includes one-time, service-based RSUs awarded$515,977.Bouts (upon hire) andHayes $3,871,235; Mr. Morrison (upon successfully serving as interim COO$2,083,376; Mr. Fisher $1,783,040; Mr. Baker $1,540,240; and Ms. Pauley $1,451,224. These respective award amounts were based on the Committee’s assessment of Ball Corporation's Global Beverage Packagingeach NEO’s anticipated contribution to the integration of the Rexam business in addition to his role as CFO in 2014) as further reported inand the "Grantsexecution of Plan-Based Awards Table."ancillary opportunities.(3)Corporation'sCorporation’s Annual Report on Form 10-K in Notes 1 and 17 to the Consolidated Financial Statements for fiscal year ended December 31, 2015.2017.(4)20152017 and paid or deferred in 2016.2018. The detail for each NEO is as follows:= $1,872,596;$2,771,854; LTCIP = $1,661,730;$1,812,800; no portion of the annual incentive was deferred in February 2016.
2018.= $648,751;$939,212; LTCIP = $384,006; and $162,188 of the annual incentive was deferred in February 2016.Mr. Bouts—Annual Incentive Compensation Plan = $861,230.Mr. Baker—Annual Incentive Compensation Plan = $388,725; LTCIP = $215,250;$412,000; and $100,000 of the annual incentive was deferred in February 2016.Ms. Pauley—2018.= $396,082;$735,580; LTCIP = $185,976;$131,840; and $217,845$125,000 of the annual incentive was deferred in February 2016.2018.(5)93,443276,042 aggregate change in pension value and $5,584$6,454 above-market earnings on deferred compensation.62,951157,742 aggregate change in pension value.Bouts—Fisher—$93,20468,121 aggregate change in pension value.69,060156,598 aggregate change in pension value and $28,378$32,801 above-market earnings on deferred compensation.38,824150,913 aggregate change in pension value and $855$988 above-market earnings on deferred compensation.20152017 and the impact of changes in assumptions from December 31, 2014,2016, to December 31, 2015.2017. The discount rate for this time period increaseddecreased from 4.15%3.87% to 4.60%3.46%, which decreasesincreases the present value of the pension benefits. This decrease in present value is offset by additional pension benefits earned during 2015.(6)Corporation'sCorporation’s match for the ESPP. Additional information for all is included in the "All“All Other Compensation Table"Table” below.(7)Mr. Bouts is paid in Swiss francs; his 2015 base salary and his annual non-equity incentive and other compensation is converted to U.S. dollars based upon 0.998, the exchange rate on December 31, 2015. NEO
and Other
Personal
Benefits (1)(2) Payments/
Accruals on
Termination
Plans Registrant
Contributions
to Defined
Contribution
Plans Insurance
Premiums Discounted
Securities
Purchases Registrant
Contributions
to Deferred
Compensation
Plans Tax
Reimburse-
ments John A. Hayes $ 29,431 $ — $ 10,800 $ 1,064 $ 1,200 $ 20,000 $ — Scott C. Morrison $ 13,287 $ — $ 10,800 $ 971 $ 1,200 $ 20,000 $ — Daniel W. Fisher $ — $ — $ 10,800 $ 1,021 $ — $ 17,000 $ — Charles E. Baker $ — $ — $ 10,800 $ 992 $ 1,200 $ 20,000 $ — Lisa A. Pauley $ 10,044 $ — $ 10,800 $ 970 $ — $ 20,000 $ — Perquisites
and Other
Personal
Benefits (1)(2) Registrant
Contributions
to Defined
Contribution
Plans Insurance
Premiums Discounted
Securities
Purchases Registrant
Contributions
to Deferred
Compensation
Plans Tax
Reimburse-
ments (3) $ 51,509 $ 10,600 $ 1,892 $ 1,200 $ — $ 68,706 $ 35,009 $ 10,600 $ 1,799 $ 1,200 $ 20,000 $ — $ 95,741 $ — $ 3,293 $ — $ — $ — $ 1,650 $ 10,600 $ 2,180 $ 1,200 $ 20,000 $ — $ 7,500 $ 10,600 $ 1,798 $ — $ 20,000 $ — (1)RepresentsIncludes the value of $10,000costs for financial planning services for Messrs. HayesMr. Morrison of $10,000 and Morrison,Ms. Pauley of $7,500, and $7,500 for Ms. Pauley; the incremental costs for the personal use of the corporate aircraft for Mr. Hayes of $40,659$28,581 and Mr. Morrison of $23,359; and the costs of executive physicals for Mr. Hayes of $850 and Messrs. Morrison and Baker of $1,650. The amount for Mr. Bouts includes housing and furniture allowance of $82,668, car lease of $8,131, executive physical of $2,408, meal and phone allowance of $2,305 and tax services of $229, paid in Swiss francs and converted to U.S. dollars based upon 0.998, the exchange rate on December 31, 2015.$890.(2)costcosts of the personal use of theour corporate aircraft was calculatedare determined based on the 2015 average directvariable operating cost apportioned among business versus nonbusiness related passengers.(3)The amount for Mr. Hayes includes tax equalization payments related to his foreign assignment as it is the Corporation's policy to neutralize the tax effects by limiting the assignee's tax costs to what the assignee would have paid had the assigneeCorporation, including aircraft operating costs, supplies, jet fuel and ancillary costs. Because virtually all aircraft usage is for business travel, this methodology excludes fixed costs that do not resided in the foreign location."Grants“Grants of Plan-Based Awards Table"Table” summarizes the plan-based awards granted by the Corporation to the NEOs during 2015,2017, which includes the following:20152017 performance cycle,period,•2015-20172017-2019 three-year performance cycle,period,•2015-20172017-2019 three-year performance cycleperiod and/or other RSUs, calculated in accordance with Topic 718, and•
EVA®EVA® Incentive Compensation Plan are determined based on EVA®EVA® performance. For the NEOs, awards can range from 0% to 200% of target. Amounts earned in excess of 200% are banked and may be paid over time in one-third increments based on corporate and/or operating unit performance.Corporation'sCorporation’s TSR relative to the subset of S&P 500 companies described in the CD&A as well as the Corporation'sCorporation’s ROAIC. The award made in 20152017 is for the three-year performance cycleperiod beginning January 1, 2015,2017, and ending December 31, 2017.2015.2017. The awards will cliff vest after the performance cycleperiod if the Corporation'sCorporation’s performance measure and basis for the degree of vesting of the units, which is based on a future target value of absolute EVA®EVA® dollars generated in excess of Ball'sBall’s 9% after-tax hurdle rate as the capital charge, relative to compound growth rate targets is achieved over a three-year period. PC-RSUs awarded in 20152017 have a potential outcome to the executive from 0% to 200%. SARs were granted to the NEOs in 2015.2017. The awards vest annually in 25% increments starting on the first anniversary of the date of grant. If the price of the Corporation'sCorporation’s stock increases during the vesting period, each NEO would receive, upon exercise, a number of shares of Corporation stock that reflects the value of the appreciation over the original grant price."Other“Other Potential Post-Termination Employment Benefits Table." NEO Grant
Date Estimated Future Payouts Under
Non-Equity Incentive
Plan Awards Estimated Future Payouts
Under
Equity Incentive Plan Awards All Other
Stock
Awards:
Number of
Shares of
Stock
or Units
(#) Grant Date
per Share
Fair Value
of All Other
Stock Awards All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#) Exercise or
Base Price
of Equity
Incentive
Plan Awards or
Option Awards
($ per Share)
Fair Value
of Equity
Incentive Plan
Awards
and Stock
and Option
Awards (1) Threshold
($) Target
($) Maximum
($) Threshold
(#) Target
(#) Maximum
(#) John A. Hayes 1/1/17 (2) $ 0 $ 1,200,000 $ 2,400,000 1/1/17 (3) $ 0 $ 1,711,021 $ 3,422,042 1/25/17 (4) 0 62,540 125,080 $ 38.375 $ 2,399,973 1/25/17 281,030 $ 38.375 $ 2,399,996 3/20/17 (5) 0 51,404 102,808 $ 37.655 $ 1,935,618 Scott C. Morrison 1/1/17 (2) $ 0 $ 290,000 $ 580,000 1/1/17 (3) $ 0 $ 579,761 $ 1,159,522 1/25/17 (4) 0 15,114 30,228 $ 38.375 $ 580,000 1/25/17 67,916 $ 38.375 $ 580,003 3/20/17 (5) 0 27,664 55,328 $ 37.655 $ 1,041,688 Daniel W. Fisher 1/1/17 (2) $ 0 $ 200,000 $ 400,000 1/1/17 (3) $ 0 $ 380,144 $ 760,288 1/13/17 (6) 20,000 $ 38.085 1/25/17 (4) 0 10,424 20,848 $ 38.375 $ 400,021 1/25/17 46,838 $ 38.375 $ 399,997 3/15/17 (7) 2,286 $ 37.470 3/20/17 (5) 0 23,676 47,352 $ 37.655 $ 891,520 Charles E. Baker 1/1/17 (2) $ 0 $ 160,000 $ 320,000 1/1/17 (3) $ 0 $ 352,995 $ 705,990 1/25/17 (4) 0 8,338 16,676 $ 38.375 $ 319,971 1/25/17 37,470 $ 38.375 $ 319,994 3/20/17 (5) 0 20,452 40,904 $ 37.655 $ 770,120 Lisa A. Pauley 1/1/17 (2) $ 0 $ 170,000 $ 340,000 1/1/17 (3) $ 0 $ 356,348 $ 712,696 1/25/17 (4) 0 8,860 17,720 $ 38.375 $ 340,003 1/25/17 39,812 $ 38.375 $ 339,994 3/20/17 (5) 0 19,270 38,540 $ 37.655 $ 725,612 Estimated Future Payouts Under
Non-Equity Incentive
Plan Awards Estimated Future Payouts Under
Equity Incentive Plan Awards All Other
Stock
Awards:
Number of
Shares ofGrant Date
per Share
Fair ValueAll Other
Option
Awards:
Number of
SecuritiesExercise or
Base Price
of Equity
Incentive
Plan Awards orGrant Date
Fair Value
of Equity
Incentive Plan
Awards
and Stock NEO Grant
Date Threshold
($)Target
($)Maximum
($) Threshold
(#)Target
(#)Maximum
(#) Stock
or Units (#)of All Other
Stock AwardsUnderlying
Options (#)Option Awards
($ per Share)and Option
Awards (1) John A. Hayes 1/1/15 (2) $0 $1,100,000 $2,200,000 1/1/15 (3) $0 $1,498,077 $2,996,154 2/4/15 (4) 0 33,258 66,516 $66.150 $2,200,017 2/4/15 154,930 $66.150 $2,200,006 Scott C. Morrison 1/1/15 (2) $0 $250,000 $500,000 1/1/15 (3) $0 $519,000 $1,038,001 2/4/15 (4) 0 7,559 15,118 $66.150 $500,028 2/4/15 35,211 $66.150 $499,996 2/13/15 (5) 6,673 $74.930 $500,008 Erik C. M. Bouts 1/1/15 (2) $0 $192,596 $385,191 1/1/15 (3) $0 $473,724 $947,448 2/4/15 (4) 0 6,054 12,108 $66.150 $400,472 2/4/15 28,203 $66.150 $400,483 2/13/15 (6) 17,500 $74.930 $1,311,275 Charles E. Baker 1/1/15 (2) $0 $125,000 $250,000 1/1/15 (3) $0 $310,980 $621,960 2/4/15 (4) 0 3,779 7,558 $66.150 $249,981 2/4/15 17,606 $66.150 $250,005 Lisa A. Pauley 1/1/15 (2) $0 $124,000 $248,000 1/1/15 (3) $0 $316,866 $633,731 2/4/15 (4) 0 3,749 7,498 $66.150 $247,996 2/4/15 17,465 $66.150 $248,003 (1)Corporation'sCorporation’s Annual Report on Form 10-K in Notes 1 and 17 to the Consolidated Financial Statements for the fiscal year ended December 31, 2015.2017.(2)(3)EVA®EVA® Incentive Compensation Plan.(4)February 4, 2015,January 25, 2017, at a value of $66.15$38.38 per unit, with an assumption of probable outcome at target if the performance measurements are met.(5)one-time, service-basedSAIP RSUs grantedawarded in recognition2016, and using a March 20, 2017, grant date for accounting purposes, at a value of Mr. Morrison successfully acting as interim COO$37.66 per unit, with an assumption of Ball Corporation's Global Beverage Packaging Business in 2014 in addition to his role as CFO.probable outcome at target if the performance measurements are met.(6)Bouts upon hireFisher in considerationrecognition of incentives forfeited upon termination of service with his prior employer.promotion to SVP and COO, Global Beverage Packaging.20152015.2017. The outstanding option awards and stock awards represented in the table were granted to the NEOs over a period of several years, including 2015.2017. Option Awards Stock Awards NEO Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
Securities
Underlying
Unexercised
Options (#)
Unexercisable (1) Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#) Option
Exercise
Price ($) Option
Expiration
Date
Shares or
Units of
Stock That
Have Not
Vested (#) (2)
of Shares or
Units of
Stock That
Have Not
Vested ($) (3)
Incentive Plan
Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested (#) (4)
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other Rights
That Have Not
Vested ($) (3) John A. Hayes 15,100 (5) — — $ 12.5280 4/23/2018 24,000 $ 908,400 250,354 $ 9,475,899 366,000 (5) — — $ 10.0200 1/28/2019 414,400 (5) — — $ 12.6130 1/27/2020 343,920 (5) — — $ 17.9180 1/26/2021 418,400 (5) — — $ 18.8500 1/25/2022 364,800 (5) — — $ 22.9650 1/30/2023 267,000 (5) 89,000 (5) — $ 24.5350 1/29/2024 154,930 (5) 154,930 (5) — $ 33.0750 2/4/2025 62,170 (5) 186,512 (5) — $ 33.0500 1/27/2026 — (5) 281,030 (5) — $ 38.3750 1/25/2027 Scott C. Morrison 6,800 — — $ 10.0200 1/28/2019 26,672 $ 1,009,535 74,114 $ 2,805,215 63,200 (5) — — $ 10.0200 1/28/2019 13,600 — — $ 12.6130 1/27/2020 64,400 (5) — — $ 12.6130 1/27/2020 81,200 (5) — — $ 17.9180 1/26/2021 800 — — $ 18.8500 1/25/2022 90,800 (5) — — $ 18.8500 1/25/2022 84,400 (5) — — $ 22.9650 1/30/2023 63,300 (5) 21,100 (5) — $ 24.5350 1/29/2024 35,212 (5) 35,210 (5) — $ 33.0750 2/4/2025 14,426 (5) 43,276 (5) — $ 33.0500 1/27/2026 — (5) 67,916 (5) — $ 38.3750 1/25/2027 Daniel W. Fisher 1,750 (5) — — $ 18.8500 1/25/2022 26,386 $ 998,710 44,384 $ 1,679,934 3,500 (5) 3,500 (5) — $ 24.5350 1/29/2024 11,268 (5) 11,268 (5) — $ 33.0750 2/4/2025 4,844 (5) 14,534 (5) — $ 33.0500 1/27/2026 — (5) 46,838 (5) — $ 38.3750 1/25/2027 Charles E. Baker 96,400 (5) — — $ 10.0200 1/28/2019 16,000 $ 605,600 44,518 $ 1,685,006 64,000 (5) — — $ 12.6130 1/27/2020 54,000 (5) — — $ 17.9180 1/26/2021 54,000 (5) — — $ 18.8500 1/25/2022 47,400 (5) — — $ 22.9650 1/30/2023 33,600 (5) 11,200 (5) — $ 24.5350 1/29/2024 17,606 (5) 17,606 (5) — $ 33.0750 2/4/2025 7,266 (5) 21,800 (5) — $ 33.0500 1/27/2026 — (5) 37,470 (5) — $ 38.3750 1/25/2027 Lisa A. Pauley 8,400 — — $ 10.0200 1/28/2019 20,000 $ 757,000 43,434 $ 1,643,977 47,600 (5) — — $ 10.0200 1/28/2019 9,200 — — $ 12.6130 1/27/2020 28,000 (5) — — $ 12.6130 1/27/2020 27,400 (5) — — $ 17.9180 1/26/2021 40,400 (5) — — $ 18.8500 1/25/2022 41,000 (5) — — $ 22.9650 1/30/2023 30,900 (5) 10,300 (5) — $ 24.5350 1/29/2024 17,466 (5) 17,464 (5) — $ 33.0750 2/4/2025 6,944 (5) 20,830 (5) — $ 33.0500 1/27/2026 — (5) 39,812 (5) — $ 38.3750 1/25/2027 Option Awards Stock Awards Number of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options (#) Unexercisable (1) Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) Option Exercise Price ($) Option Expiration Date Number of Shares or Units of Stock That Have Not Vested (#) (2) Market Value of Shares or Units of Stock That Have Not Vested ($) (3) Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (4) Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (3) 83,000 (5) — — $ 25.0550 4/23/2018 — — 114,658 $ 8,339,076 1,000 — — $ 20.0400 1/28/2019 183,000 (5) — — $ 20.0400 1/28/2019 6,800 — — $ 25.2250 1/27/2020 207,200 (5) — — $ 25.2250 1/27/2020 171,960 (5) — — $ 35.8350 1/26/2021 1,350 450 — $ 37.7000 1/25/2022 156,900 (5) 52,300 (5) — $ 37.7000 1/25/2022 91,200 (5) 91,200 (5) — $ 45.9300 1/30/2023 44,500 (5) 133,500 (5) — $ 49.0700 1/29/2024 — (5) 154,930 (5) — $ 66.1500 2/4/2025
6,328
—
—
$
24.6600
4/25/2017
6,673
$
485,327
26,609
$
1,935,273 17,672 (5) — — $ 24.6600 4/25/2017 18,000 (5) — — $ 25.0550 4/23/2018 3,400 — — $ 20.0400 1/28/2019 31,600 (5) — — $ 20.0400 1/28/2019 6,800 — — $ 25.2250 1/27/2020 32,200 (5) — — $ 25.2250 1/27/2020 40,600 (5) — — $ 35.8350 1/26/2021 300 100 — $ 37.7000 1/25/2022 34,050 (5) 11,350 (5) — $ 37.7000 1/25/2022 21,100 (5) 21,100 (5) — $ 45.9300 1/30/2023 10,550 (5) 31,650 (5) — $ 49.0700 1/29/2024 — (5) 35,211 (5) — $ 66.1500 2/4/2025
—
(5)
28,203
(5)
—
$
66.1500
2/4/2025
17,500
$
1,272,775
6,054
$
440,307
24,000
(5)
—
—
$
21.8450
4/26/2016
—
—
14,179
$
1,031,239 29,320 (5) — — $ 24.6600 4/25/2017 26,000 (5) — — $ 25.0550 4/23/2018 48,200 (5) — — $ 20.0400 1/28/2019 2,000 — — $ 25.2250 1/27/2020 32,000 (5) — — $ 25.2250 1/27/2020 27,000 (5) — — $ 35.8350 1/26/2021 20,250 (5) 6,750 (5) — $ 37.7000 1/25/2022 11,850 (5) 11,850 (5) — $ 45.9300 1/30/2023 5,600 (5) 16,800 (5) — $ 49.0700 1/29/2024 — (5) 17,606 (5) — $ 66.1500 2/4/2025
5,500
—
—
$
21.8450
4/26/2016
—
—
12,999
$
945,417 5,500 (5) — — $ 21.8450 4/26/2016 5,152 — — $ 24.6600 4/25/2017 12,848 (5) — — $ 24.6600 4/25/2017 2,720 — — $ 25.0550 4/23/2018 11,280 (5) — — $ 25.0550 4/23/2018 4,200 — — $ 20.0400 1/28/2019 23,800 (5) — — $ 20.0400 1/28/2019 4,600 — — $ 25.2250 1/27/2020 14,000 (5) — — $ 25.2250 1/27/2020 13,700 (5) — — $ 35.8350 1/26/2021 15,150 (5) 5,050 (5) — $ 37.7000 1/25/2022 10,250 (5) 10,250 (5) — $ 45.9300 1/30/2023 5,150 (5) 15,450 (5) — $ 49.0700 1/29/2024 — (5) 17,465 (5) — $ 66.1500 2/4/2025 (1) vesting schedule for the unexercisable stock options and SARs become exercisable in 25% annual increments on the anniversary of the grant date, beginning on the first anniversary.(2)1,668 on March 13, 2016; 1,669 on February 13, 2017; 1,6683,336 on February 13, 2018; and 1,6686,000 on September 15, 2018; 3,336 on February 13, 2019.Bouts—Fisher—4,375800 on February 13, 2016; 4,375 on February 13, 2017; 4,375January 15, 2018; 5,000 on February 13, 2018; 4,3752,500 on February 14, 2018; 5,000 on January 13, 2019.2019; 800 on January 15, 2019; 686 on March 15, 2019; 5,000 on January 13, 2020; 686 on March 15, 2020; 5,000 on January 13, 2021; and 914 on March 15, 2021.$72.73,$37.85, the closing price of Ball Corporation common stock on December 31, 2015.2017.(4)2016, 20172018, 2019 and 2018,2020, contingent on meeting the performance goal of the period ending December 31 in years 2015, 20162017, 2018 and 2017,2019, respectively, and upon certification of the performance measures by Board, and the vesting dates for the units attributable to SAIP RSUs not yet vested for each NEO, contingent on meeting the performance goals of the period ending December 31, 2019, and upon certification of the performance measures by Board, are as follows:
(5) ~January 31, 2018 ~January 31, 2019 ~January 31, 2020 Mr. Hayes 66,516 69,894 113,944 Mr. Morrison 15,118 16,218 42,778 Mr. Fisher 4,838 5,446 34,100 Mr. Baker 7,558 8,170 28,790 Ms. Pauley 7,498 7,806 28,130 ~January 31, 2016 ~January 31, 2017 ~January 31, 2018 42,000 39,400 33,258 9,700 9,350 7,559 N/A N/A 6,054 5,450 4,950 3,779 4,700 4,550 3,749 (5)20152015.2017. The options that were exercised by each NEO were granted in prior years and became exercisable pursuant to a prescribed vesting schedule. The value realized on exercise reflects the appreciation in the stock price from the option base price on grant date to the exercise date and is reported on a before-tax basis. The shares acquired upon vesting for each NEO were for RSUs granted in prior years that vested pursuant to a prescribed vesting schedule. The value realized reflects the closing stock price on the vesting date and is also reported on a before-tax basis. NEOs can defer the receipt of units of certain awards into the Ball Corporation 2005 Deferred Compensation Company Stock Plan, pursuant to which distributions may take place no earlier than the participant'sparticipant’s separation from service. Information regarding the 2005 Deferred Compensation Company Stock Plan is provided in the "Non-Qualified“Non-Qualified Deferred Compensation"Compensation” section that follows. Footnotes are provided to detail circumstances when amounts realized upon vesting were deferred. The value realized on vesting also includes the vested value of dividend equivalents paid during 20152017 on outstanding RSUs or payment on accrued dividend equivalent earned for the 2012-20142014-2016 PC-RSU cycle.period. Option Awards Stock Awards NEO Number of
Shares Acquired
on Exercise Value
Realized
on Exercise ($)
Shares Acquired
on Vesting (2)
Realized
on Vesting ($) (1)(2)(3) John A. Hayes 55,420 $ 4,177,591 157,600 $ 6,140,976 Scott C. Morrison 13,249 $ 999,072 40,738 $ 1,588,225 Daniel W. Fisher 2,730 $ 95,280 9,500 $ 373,367 Charles E. Baker 35,568 $ 2,060,618 19,800 $ 776,258 Lisa A. Pauley 13,267 $ 791,896 18,200 $ 715,462 Option Awards Stock Awards Number of
Shares Acquired
on Exercise Value
Realized
on Exercise ($) Number of
Shares Acquired
on Vesting (2) Value
Realized
on Vesting ($) (1)(2)(3) — $ — 67,800 $ 4,603,122 7,731 $ 707,510 21,200 $ 1,451,426 — $ — — $ 9,100 14,000 $ 736,554 10,500 $ 715,167 7,288 $ 424,706 9,100 $ 621,225 (1)(2)is as follows:2,6407,480 vested RSUs valued at $182,609$285,21210,5007,920 vested RSUs valued at $704,239$301,9909,10018,200 vested RSUs valued at $612,837$693,96620152017 on outstanding RSU balances eligible for dividend equivalents on the record date at a dividend rate equal to that paid to the Corporation'sCorporation’s common shareholders. Dividend equivalents related to PC-RSUs granted pursuant to the Amended and Restated 2013 Stock and Cash Incentive Plan are accrued and paid only if the performance condition is achieved and the restrictions on the units vest. Dividend equivalents paid during 20152017 for each NEO is as follows:81,912131,68822,47038,907Bouts—Fisher—$9,10014,31810,92821,2848,38821,496threefour active deferred compensation plans to which eligible participants may make contributions: the 2017 Deferred Compensation Company Stock Plan, the 2005 Ball Corporation Deferred Compensation Plan, the 2005 Ball Corporation Deferred Compensation Company Stock Plan, and the 2005 Ball Corporation Deferred Compensation Plan for Directors.Table of Contents•20052017 Deferred Compensation Plan and 2005 Deferred CompensationCompany Stock Plan for Directors—Eligible employeenonmanagement members of the Corporation’s Board participants may defer payment of a portion or all of their annual incentive compensation, and nonmanagement members of the Corporation'sCorporation’s Board may defer a portion or all of their annual director fees; and may also include the deferral of payments of other forms of a NEO's cash compensation, as mandated by the Committee, to the extent that such compensation would not be deductible in a given year as a result of the limitations of Code Section 162(m). Amounts deferred or credited are notionally invested among various investment funds where the return on the participant's balance is determined as if the amounts were invested in those funds. The menu of investment funds consists of 20 mutual fund-like investments. The one-year annual rate of return of the funds ranged from (8.78%) to 6.44%, and the three-year average annual rate of return of the funds ranged from (2.60%) to 15.09%. Distributions are based on the payment schedule elected by the participant, and may occur in service or commence at a defined point no sooner than six months following separation of service, in the form of either a lump sum and/or annual installments ranging between two and 15 years.•2005 Deferred Compensation Company Stock Plan—Eligible employee participants may defer payment of a portion or all of their annual incentive compensation, and nonmanagement members of the Corporation's Board as participants may defer payment of a portion or all of their annual director fees.fees and their RSU awards. Elections to defer annual incentive compensation or director fees are made annually. Participants may also elect to defer the issuance of RSUs. Amounts are deferred or credited to a participant account as stock units with each unit having the value equivalent to one share of Ball Corporation common stock, and participants also receive a 20% Corporation match with a maximum match of $20,000 per year. Dividend equivalents, applicable to any balance denominated in units, are credited to each participant’s accounts as of each dividend payment date for the Corporation’s common stock. Distributions follow the payment schedule elected by the participant and may commence at a defined point no sooner than six months following separation of service, in the form of a lump sum and/or annual installments ranging between two and 15 years.participant'sparticipant’s accounts as of each dividend payment date for the Corporation'sCorporation’s common stock. Distributions follow the payment schedule elected by the participant and may commence at a defined point no sooner than six months following separation of service, in the form of a lump sum and/or annual installments ranging between two and 15 years.•Corporation'sCorporation’s common stock.•Moody'sMoody’s for the 12 months ending October 31.•Moody'sMoody’s for the 12 months ending October 31 plus 5 percentage points. Additionally, the 1988 Deferred Compensation Plan includes a fixed rate set by the Corporation at 9% for Company directed deferrals.•Moody'sMoody’s for the 12 months ending October 31 or the Moody'sMoody’s rate plus 5 percentage points.Corporation'sCorporation’s deferred compensation plans. The "Aggregate“Aggregate Balance at Last FYE"FYE” column represents compensation earned, deferred and accumulated by the NEOs over many years and does not represent current year compensation. NEO Executive
Contributions
in Last FY
($) Registrant
Contributions
in Last FY
($) Aggregate
Earnings
in Last FY
($) Aggregate
Withdrawals/
Distributions
($) Aggregate
Balance at
Last FYE
($) John A. Hayes $ 1,052,823 $ 20,000 $ 1,252,114 $ — $ 27,947,661 Scott C. Morrison $ 385,212 $ 20,000 $ 479,256 $ — $ 12,424,898 Daniel W. Fisher $ 85,000 $ 17,000 $ 2,836 $ — $ 104,836 Charles E. Baker $ 401,990 $ 20,000 $ 538,355 $ — $ 8,562,226 Lisa A. Pauley $ 693,966 $ 20,000 $ 346,487 $ — $ 7,914,208 NEO Executive
Contributions
in Last FY
($) Registrant
Contributions
in Last FY
($) Aggregate
Earnings
in Last FY
($) Aggregate
Withdrawals/
Distributions
($) Aggregate
Balance
at Last FYE
($) John A. Hayes $ — $ — $ 992,485 $ — $ 21,602,733 Scott C. Morrison $ 351,684 $ 20,000 $ 612,727 $ — $ 10,695,495 Charles E. Baker $ 854,239 $ 20,000 $ 262,422 $ — $ 7,061,962 Lisa A. Pauley $ 874,484 $ 20,000 $ 310,195 $ — $ 5,946,505 Hayes—Hayes—$5,58420,000 of the Registrant Contributions and $6,454 of the Aggregate Earnings are reported as compensation in the "Summary“Summary Compensation Table"Table” for fiscal year 20152017 and $4,353,118$7,301,193 of the Aggregate Balance was reported as compensation in the "Summary“Summary Compensation Table"Table” since 2006. The Aggregate Earnings reflects ($90,981)$882,430 from cash accounts composed of $8,3629,811 based on Moody'sMoody’s rate plus 5 percentage points and ($31,464)$872,619 based on notional investments in investment funds, plus $1,083,466$369,684 based on an increase in value and dividend equivalents on equity accounts.Morrison—Morrison—$20,000 of the Registrant Contributions is reported as compensation in the "Summary“Summary Compensation Table"Table” for fiscal year 20152017 and $1,624,992$2,223,963 of the Aggregate Balance was reported as compensation in the "Summary“Summary Compensation Table"Table” since 2010. The Aggregate Earnings reflects ($5,935)$300,582 from cash accounts composed of notional investments in investment funds, plus $618,663$178,674 based on an increase in value and dividend equivalents on equity accounts.$28,378$32,801 of the Aggregate Earnings are reported as compensation in the "Summary“Summary Compensation Table"Table” for fiscal year 20152017 and $1,631,473$2,181,583 of the Aggregate Balance has been reported as compensation in the "Summary“Summary Compensation Table"Table” since 2011. The Aggregate Earnings reflects ($18,717)$459,080 from cash accounts composed of $42,49849,857 based on Moody'sMoody’s rate plus 5 percentage points, $1,7291,811 based on Moody'sMoody’s rate and ($62,943)$407,412 based on notional investments in investment funds, plus $281,139$79,275 based on an increase in value and dividend equivalents on equity accounts.$855$988 of the Aggregate Earnings are reported as compensation in the "Summary“Summary Compensation Table"Table” for fiscal year 20152017 and $835,408$1,799,972 of the Aggregate Balance has been reported as compensation in the "Summary“Summary Compensation Table" inTable” for years 2011 and 2014.2014 through 2016. The Aggregate Earnings reflects ($17,646)$254,364 from cash accounts composed of $1,2801,502 based on Moody'sMoody’s rate plus 5 percentage points and ($18,926)$252,862 based on notional investments in investment funds, plus $327,84192,123 based on an increase in value and dividend equivalents on equity accounts. U.S.-based NEOs under a qualified salaried defined benefit pension plan and a non-qualified Supplemental Executive Retirement Plan ("SERP"(“SERP”). The "Pension“Pension Benefits Table"Table” shows each U.S.-based NEO'sNEO’s number of years of credited service, present value of accumulated benefits and payments during fiscal year 20152017 for the qualified plan and the SERP. The present value of the accumulated benefit is the December 31, 2015,2017, value of the annual benefit that was earned as of December 31, 2015.subsidiary'ssubsidiary’s salaried employees and the other covers all other U.S. salaried employees. The U.S.-based NEOs are covered under the latter. The qualified plans were designed to provide tax-qualified pension benefits that are generally available to all U.S. salaried employees. Effective January 1, 2007, the Corporation changed the formula by which the accrued pension benefit under the plans is determined. Prior to January 1, 2007, the accrued pension benefit expressed as a monthly annuity payable at age 65 was based on final average salary, covered compensation and years of service. Effective January 1, 2007, the accrued pension benefit is a monthly annuity that is equivalent to a lump sum payable when the participant reaches age 65 calculated on base salary each year, the Social Security Wage Base ("SSWB"(“SSWB”) and a multiple based on years of service. Payments of accrued benefits earned may be in the form of an annuity, lump sum or a combination of both, depending on the election of the participant at retirement. The Corporation also sponsors20152017 is $210,000$215,000 and annual compensation exceeding $265,000$270,000 in 20152017 cannot be considered in computing the maximum permissible benefit under the plans.The Corporation also offers a defined contribution pension plan generally available to salaried employees in Switzerland ("PersonalVorsorgestiftung"), in which Mr. Bouts is a participant.U.S. AccruedU.S.-Accrued Benefits Prior to January 1, 2007NEO'sNEO’s monthly base salary excluding bonus and incentive compensation.NEO'sNEO’s career. The SSWB is the maximum monthly amount of income on which FICA taxes are due. The years included in the average are the 35 years ending in the year the NEO is eligible for an unreduced social security benefit. This portion of the benefit formula accounts for the fact that social security does not cover earnings over a certain level.NEO'sNEO’s service as a salaried employee with the Corporation plus any service with a predecessor plan as appropriate. Participants are 100% vested in their benefit at the time they are credited with five or more years of service with the Corporation.U.S. AccruedU.S.-Accrued Benefits Beginning January 1, 2007participant'sparticipant’s base pay each year as follows: If, at the beginning of the year, benefit service is:
Annual lump sum benefit accrued and payable at age 65 0 to 9 full years of benefit service 11.5% of base pay + 5% of base pay over 50% of SSWB (1) 10 to 19 full years of benefit service 13.0% of base pay + 5% of base pay over 50% of SSWB (1) 20 or more full years of benefit service 15.0% of base pay + 5% of base pay over 50% of SSWB (1) (1)NEO'sNEO’s base salary during the calendar year excluding incentive compensation, severance pay or vacation payouts. above for the pension plans; however, the amount of retirement benefit the participants receive is equal to the difference between the benefit calculated without IRS limits and the benefit calculated with IRS limits. Effective January 1, 2007, the SERP was amended by the Committee to provide participants with benefits accrued as of Terms for Swiss Pension Plan (PersonalVorsorgestiftung)The Corporation offers a defined contribution pension plan to employees of Ball Packaging Europe in Switzerland. The Corporation's contribution to the Swiss plan is a fixed amount determined according to the participant's age and based on a percentage of the participant's base pay each year as follows: If the participant is between:The Corporation contributes: 25 and 34 years of age 7.0% of pensionable salary35 and 44 years of age 9.0% of pensionable salary45 and 54 years of age11.0% of pensionable salary55 and 65 years of age13.0% of pensionable salary Pensionable salary is defined as annual base salary excluding irregular payments, such as bonus or any kind of allowance, up to a maximum of 846,000 Swiss francs.Participants may also make personal contributions to the plan by selecting one of the following options: If the ParticipantIs Between:Option 1 (Standard)The ParticipantContributes:Option 2 (Medium)The ParticipantContributes:Option 3 (High)The ParticipantContributes: 25 and 34 years of age 5.0% of pensionable salary 6.0% of pensionable salary 7.0% of pensionable salary35 and 44 years of age 6.0% of pensionable salary 7.5% of pensionable salary 9.0% of pensionable salary45 and 54 years of age 7.0% of pensionable salary 9.0% of pensionable salary11.0% of pensionable salary55 and 65 years of age 8.0% of pensionable salary10.5% of pensionable salary13.0% of pensionable salary In general, the participants withdraw their total accrued retirement savings when leaving service and must transfer this to the new employer's pension plan. Upon retirement, benefits may be paid to the participant in either a lump sum or annuity. The annuity is calculated by multiplying the savings by the conversion rate valid at that time. Normal retirement age is 64 for women/65 for men; however, early retirement is possible from age 58. If the benefit is paid prior to normal retirement age, the benefit will be reduced due to the missing contribution years, as well as the longer period over which the pension is drawn and will result in the conversion rate being lowered. below is based on the following assumptions, which are consistent with those used for the Corporation'sCorporation’s Consolidated Financial Statements on Ball Corporation'sCorporation’s Form 10-K for fiscal year ending December 31, 2015: Discount Rate at December 31, 20154.6% for U.S. accounting assumptions MortalityRP-2000 Mortality Table—projected 29 years 2017 3.46% for U.S. accounting assumptions Mortality RP-2000 Mortality Table—projected generationally from 2004 Preretirement Decrements None None Qualified Form of Pension Payment Life Only Annuity—50% & Lump Sum—50% Life Only Annuity—40% and Lump Sum—60% NEO Plan Name Number
of Years
Credited
Service Present
Value of
Accumulated
Benefit ($) Payments
During
Last Fiscal
Year ($) John A. Hayes U.S. Qualified 18.88 $ 490,812 $ — U.S. SERP 18.88 $ 958,908 $ — Scott C. Morrison U.S. Qualified 17.26 $ 500,560 $ — U.S. SERP 17.26 $ 354,171 $ — Daniel W. Fisher U.S. Qualified 7.86 $ 154,385 $ — U.S. SERP 7.86 $ 48,939 $ — Charles E. Baker U.S. Qualified 24.46 $ 823,683 $ — U.S. SERP 24.46 $ 331,249 $ — Lisa A. Pauley U.S. Qualified 30.00 $ 835,979 $ — U.S. SERP 30.00 $ 168,785 $ — NEO Plan Name Number of Years Credited Service Present Value of Accumulated Benefit ($) Payments During Last Fiscal Year ($) John A. Hayes U.S. Qualified 16.88 $ 323,414 $ — U.S. SERP 16.88 $ 565,370 $ — Scott C. Morrison U.S. Qualified 15.26 $ 339,517 $ — U.S. SERP 15.26 $ 197,756 $ — Erik C. M. Bouts Swiss PersonalVorsorgestiftung 0.92 $ 93,204 $ — Charles E. Baker U.S. Qualified 22.46 $ 609,928 $ — U.S. SERP 22.46 $ 213,270 $ — Lisa A. Pauley U.S. Qualified 28.00 $ 590,438 $ — U.S. SERP 28.00 $ 86,589 $ — CEO and other NEOs under various termination scenarios. Such potential benefits payable or due may result from the Corporation'sCorporation’s obligation to the executive under (1) any existing compensation and benefit plan, policy, practice or program of the Corporation that is generally available to all participants, or (2) under any agreement specifically entered into by the Corporation and the executive. CEO and other NEOs, are governed by provisions, terms or procedures of plan documents, policies and practices that define the rights of and the obligations due to the participant in the case of termination of employment. These provisions, terms or procedures apply to all employees, including the CEO and other NEOs, receiving such compensation or benefit. Such compensation and benefit elements would include annual incentive compensation, long-term cash incentives, long-term equity incentives, retirement benefits and deferred compensation. CEO and other NEOs which contain provisions that require the Corporation to provide post-termination payments or benefits to each executive in the event of termination of employment without cause or termination following a change in control of the Corporation. The respective agreements with the U.S.-based NEOs contain customary noncompete provisions, non-solicitation provisions,NEOs, except for Mr. Bouts, as noted previously.NEOs. The key provisions, terms or procedures that would apply to the CEO and other NEOs for the various compensation and benefit elements under various termination scenarios are summarized in the table below. It is followed by another table containing an estimate of the compensation payable or the value of compensation elements due to the CEO and other NEOs under the various termination scenarios assuming termination was effective at the end of the fiscal year 2015.2017. Component Voluntary or
Termination for Cause Death Disability Termination Without
Cause Termination Following
a Change in Control ComponentVoluntary orTerminationfor CauseDeathDisabilityTerminationWithout CauseTerminationFollowing aChange in Control Cash Severance Cash SeveranceNo additional benefits received. No additional benefits received. No additional benefits received. CEO—2 times base salary plus target annual incentive. All NEOs—2 times base salary plus target annual incentive, which is paid in a lump sum. All Other NEOs—1.25 to 1.5 times base salary plus target annual incentive. incentive, which is paid in a lump sum. Form of payment is a lump sum to all NEOs. Treatment of Annual Incentives If termination occurs mid-performance period, other than for cause, NEOs with combined age and service years of 70 or above (minimum age of 55) receive a prorated portion of the award at the end of the performance period contingent on meeting the performance goal. If termination is for cause, then any payment is forfeited. If death occurs mid-performance period, NEOs’ beneficiaries receive a prorated portion of the award at the end of the performance period contingent on meeting the performance goal. If disability occurs mid-performance period, NEOs receive a prorated portion of the award at the end of the performance period contingent on meeting the performance goal. If terminated mid-performance cycle,period, NEOs receive a prorated portion of the award at the end of the performance period contingent on meeting the performance goal. If terminated mid-performance period, NEOs receive a prorated portion of the target award. Treatment of Long-Term Cash Incentives Awards granted prior to 2017: If termination occurs mid-performance period, NEOs age 55 or above receive a prorated portion of the award at the end of the performance cycleperiod contingent on meeting the performance goal. Awards granted after 2016: Similar to awards granted prior to 2017, except retirement age/service is defined as NEOs with combined age and service years of 70 or above (minimum age of 55), and payments are forfeited if termination is for cause. If death occurs mid-performance cycle, NEOs'period, NEOs’ beneficiaries receive a prorated portion of the award at the end of the performance cycleperiod contingent on meeting the performance goal. If disability occurs mid-performance cycle,period, NEOs receive a prorated portion of the award at the end of the performance cycleperiod contingent on meeting the performance goal.If terminated mid-performance cycle, NEOs receive a prorated portion of the award at the end of the performance cycle contingent on meeting the performance goal.If terminated mid-performance cycle, NEOs receive a prorated portion of the target award. Treatment of Long-Term Cash IncentivesAwards granted prior to 2017: If terminatedtermination occurs mid-performance cycle,period, NEOs age 55 or above receive a prorated portion of the award at the end of the performance cycleperiod contingent on meeting the performance goal.If death occurs mid-performance cycle, NEOs' beneficiaries receive a prorated portion Awards granted after 2016: Similar to awards granted prior to 2017, except retirement age/service is defined as NEOs with combined age and service years of the award at the end of the performance cycle contingent on meeting the performance goal.If disability occurs mid-performance cycle, NEOs receive a prorated portion of the award at the end of the performance cycle contingent on meeting the performance goal.If terminated mid-performance cycle, NEOs age 5570 or above receive a prorated portion(minimum age of the award at the end of the performance cycle contingent on meeting the performance goal.55). LTCIP—NEOs receive a lump sum payment based on the performance at the end of the calendar year immediately preceding the change in control. Treatment of Restricted Stock Units All unvested RSUs are forfeited. All unvested RSUs vest. Treatment of Restricted Stock/ Deposit SharesRestricted Stock/Units—All unvested stock/units are forfeited.Restricted Stock/Units—All unvested stock/unitsRSUs vest.Restricted Stock/Units—All unvested stock/units vest.Restricted Stock/Units—All unvested stock/units are forfeited, except for one-time RSU award granted at hire to Mr. Bouts which continues to vest post-terminationRestricted Stock/Units—All unvested stock/units vest. All unvested RSUs are forfeited. All unvested RSUs vest. Component Voluntary or
Termination for Cause Deposit Shares—U.S.-based NEOs age 55 or above receive a prorated portion of unvested stock/units. All other NEOs forfeit unvested stock/units.Deposit Shares—All unvested stock/units vest.Deposit Shares—All unvested stock/units vest.Deposit Shares—U.S.-based NEOs age 55 or above receive a prorated portion of unvested stock/units. All other NEOs forfeit unvested stock/units.Deposit Shares—All unvested stock/units vest. Death Disability Termination Without
Cause Termination Following
a Change in Control Treatment of Performance-
Contingent RSUs ComponentVoluntary orTerminationfor CauseDeathDisabilityTerminationWithout CauseTerminationFollowing aChange in Control Treatment of Performance-Contingent RSUsAwards granted prior to 2017: For U.S.-based NEOs age 55 or above with 15 years of service or age 60 or above with 10 years of service, and who have signed a noncompetition agreement, unvested unitsRSUs will vest on the vest date if the performance measure is achieved. For all otherAwards granted after 2016: Similar to awards granted prior to 2017, except retirement age/service is defined as NEOs the unvested unitswith combined age and service years of 70 or above (minimum age of 55), and awards are forfeited.forfeited if termination is for cause. All unvested unitsRSUs vest at the end of the performance cycleperiod, if the performance measure is achieved. All unvested unitsRSUs vest at the end of the performance cycleperiod, if the performance measure is achieved. Awards granted prior to 2017: For U.S.-based NEOs age 55 or above with 15 years of service or age 60 or above with 10 years of service, and who have signed a noncompetition agreement, unvested unitsRSUs will vest on the vest date if the performance measure is achieved. For all otherAwards granted after 2016: Similar to awards granted prior to 2017, except retirement age/service is defined as NEOs the unvested units are forfeited.with combined age and service years of 70 or above (minimum age of 55). All unvested unitsRSUs vest. Treatment of Stock Options/SARs Treatment of Stock OptionsStock Options Granted PriorAwards granted prior to 2007—Unvested shares are forfeited.2017: For NEOs age 55 or above, vested options remain exercisable for a maximum of 2 years (90 days for ISOs). For all other NEOs, the options remain exercisable for 30 days.Stock Options Granted in 2007 or After—For U.S.-based NEOs age 55 or above with 15 years of service or age 60 or above with 10 years of service and who have signed a noncompetition agreement, unvested optionsoptions/SARs will continue to vest under the normal schedule and optionsoptions/SARs will remain exercisable for a maximum of 5 years (ISO tax treatment is only available for 90 days). For all other U.S.-based NEOs under age 55, the same provisions as those described above for grants made prior to 2007 are applicable. For non-U.S.-based NEOs, unvested optionsoptions/SARs are forfeited and vested options willoptions/SARs remain exercisable for a maximum of 9030 days. Awards granted after 2016: Similar to awards granted prior to 2017, except retirement age/service is defined as NEOs with combined age and service years of 70 or above (minimum age of 55), and awards are forfeited if termination is for cause. Stock Options—All optionsoptions/SARs vest. Stock Options—SharesOptions/SARs continue to vest pursuant to the original vesting schedule. Stock Options Granted PriorAwards granted prior to 2007—Unvested shares are forfeited.2017: For NEOs age 55 or above, vested options remain exercisable for a maximum of 2 years (90 days for ISOs). For all other NEOs, the options remain exercisable for 30 days.Stock Options Granted in 2007 or After—For U.S.-based NEOs age 55 or above with 15 years of service or age 60 or above with 10 years of service and who have signed a noncompetition agreement, unvested optionsoptions/SARs will continue to vest under the normal schedule and optionsoptions/SARs will remain exercisable for a maximum of 5 years (ISO tax treatment is only available for 90 days). For all other U.S.-based NEOs under age 55, the same provisions as those described above for grants made prior to 2007 are applicable. For non-U.S.-based NEOs, unvested optionsoptions/SARs are forfeited and vested options willoptions/SARs remain exercisable for a maximum of 9030 days. Awards granted after 2016: Similar to awards granted prior to 2017, except retirement age/service is defined as NEOs with combined age and service years of 70 or above (minimum age of 55). Stock Options—All optionsoptions/SARs vest and in lieu of common stock issuable upon exercise, the NEOs are paid a lump sum amount equal to the number of outstanding shares underlying the optionsoptions/SARs times the excess of the closing stock price on the date of termination over the exercise price. Component Voluntary or
Termination for Cause Death Disability Termination Without
Cause Termination Following
a Change in Control Treatment of Special Acquisition-Related Incentive Program RSUs NEOs with combined age and service years of 70 or above (minimum age of 55), and who have signed a noncompetition agreement, will receive a prorated portion of unvested RSUs on the vest date if the performance measure is achieved. If termination is for cause, then any award is forfeited. All unvested RSUs vest at the end of the performance period, if the performance measure is achieved. All unvested RSUs vest at the end of the performance period, if the performance measure is achieved. NEOs with combined age and service years of 70 or above (minimum age of 55), and who have signed a noncompetition agreement, will receive a prorated portion of unvested RSUs on the vest date if the performance measure is achieved. All unvested RSUs vest. ComponentVoluntary orTerminationfor CauseDeathDisabilityTerminationWithout CauseTerminationFollowing aChange in Control Treatment of Deposit Share Program RSUs NEOs with combined age and service years of 70 or above (minimum age of 55) receive a prorated portion of unvested RSUs, unless terminated for cause. If termination is for cause, then any award is forfeited. All unvested RSUs vest. All unvested RSUs vest. NEOs with combined age and service years of 70 or above (minimum age of 55) receive a prorated portion of unvested RSUs. All unvested RSUs vest. Retirement Benefits Retirement BenefitsNo additional benefits received. No additional benefits received. No additional benefits received. CEO—Paid a lump sum amount equal to an additional 2 years of service credited. All U.S.-based NEOs—Paid a lump sum amount equal to an additional 2 years of service credited. All Other U.S.-based NEOs—Paid a lump sum amount equal to an additional 1.25 to 1.5 years of service credited. Health and Welfare Benefits No additional benefits received. No additional benefits received. ContinueContinued for period of disability. CEO—Continued for 2 years. All NEOs— Continued for 2 years. All NEOs—Continued for 2 years. All Other NEOs—Continued for 1.25 to 1.5 years. Other Benefits Other BenefitsFor all U.S.-based NEOs, financial planning servicesNo additional benefits received.No additional benefits received.Outplacement benefits valued at $20,000.Outplacement benefits valued at $20,000. valued atup to $10,000 per year for 2 years. No additional benefits received. For all NEOs, long-term disability payment of up to $15,000 per month. For all U.S.-based NEOs, outplacement benefits valued at $20,000 and financial planning services valued at up to $10,000 per year for 2 years. For all U.S.-based NEOs, outplacement benefits valued at $20,000 and payment for excise taxes incurred as a result of Code Section 280G excess payments, if applicable. "change“change in control"control” can occur by virtue, in general terms, of an acquisition by any person of 30% or more of the Corporation'sCorporation’s voting shares, a merger in which the shareholders of the Corporation before the merger own 50% or less of the Corporation'sCorporation’s voting shares after the merger, shareholder approval of a plan of liquidation or a plan to sell or dispose of substantially all of the assets of the Corporation, and if, during any two-year period, directors at the beginning of the period fail to constitute a majority of the Board.2.2015,2017, with stock awards and unexercisable stock options benefit values based on the Corporation'sCorporation’s December 31, 2015,2017, stock price of $72.73$37.85 and PC-RSUsperformance-based RSUs (SAIP and PC-RSUs) using a payout at target. NEO Voluntary Death Disability Without
Cause For
Cause Change
in Control John A. Hayes Cash Severance $ — $ — $ — $ 2,534,849 $ — $ 2,534,849 Long-Term Cash Incentive — 1,588,905 1,588,905 — — 1,588,905 Outstanding Stock Awards — 908,400 908,400 — — 908,400 Outstanding Performance Awards — 9,475,899 9,475,899 — — 9,475,899 Unexercisable Stock Options — 2,820,083 2,820,083 — — 2,820,083 Retirement Benefits — — — 288,302 — 288,302 Health & Welfare — — — 41,464 — 43,408 Perquisites 20,000 — — 40,000 — 20,000 Total $ 20,000 $ 14,793,287 $ 14,793,287 $ 2,904,615 $ — $ 17,679,846 Scott C. Morrison Cash Severance $ — $ — $ — $ 1,023,108 $ — $ 1,364,145 Long-Term Cash Incentive 372,647 372,647 372,647 372,647 268,000 372,647 Outstanding Stock Awards 254,882 1,009,535 1,009,535 254,882 — 1,009,535 Outstanding Performance Awards 2,206,655 2,805,215 2,805,215 2,206,655 1,186,068 2,805,215 Unexercisable Stock Options 656,799 656,799 656,799 656,799 656,799 656,799 Retirement Benefits — — — 126,391 — 176,590 Health & Welfare — — — 32,446 — 45,607 Perquisites 20,000 — — 40,000 — 20,000 Total $ 3,510,983 $ 4,844,196 $ 4,844,196 $ 4,712,928 $ 2,110,867 $ 6,450,538 Daniel W. Fisher Cash Severance $ — $ — $ — $ 814,595 $ — $ 1,086,127 Long-Term Cash Incentive — 160,353 160,353 — — 160,353 Outstanding Stock Awards — 998,710 998,710 912,185 — 998,710 Outstanding Performance Awards — 1,679,934 1,679,934 — — 1,679,934 Unexercisable Stock Options — 170,170 170,170 — — 170,170 Retirement Benefits — — — 54,658 — 77,178 Health & Welfare — — — 33,026 — 46,385 Perquisites 20,000 — — 40,000 — 20,000 Total $ 20,000 $ 3,009,167 $ 3,009,167 $ 1,854,464 $ — $ 4,238,857 Charles E. Baker Cash Severance $ — $ — $ — $ 630,350 $ — $ 1,008,559 Long-Term Cash Incentive 192,490 192,490 192,490 192,490 135,000 192,490 Outstanding Stock Awards 203,898 605,600 605,600 203,898 — 605,600 Outstanding Performance Awards 1,242,502 1,685,006 1,685,006 1,242,502 595,305 1,685,006 Unexercisable Stock Options 337,837 337,837 337,837 337,837 337,837 337,837 Retirement Benefits — — — 106,291 — 181,353 Health & Welfare — — — 25,490 — 43,408 Perquisites 11,000 — — 31,000 — 20,000 Total $ 1,987,727 $ 2,820,933 $ 2,820,933 $ 2,769,858 $ 1,068,142 $ 4,074,253 Lisa A. Pauley Cash Severance $ — $ — $ — $ 712,698 $ — $ 950,264 Long-Term Cash Incentive 189,806 189,806 189,806 189,806 129,000 189,806 Outstanding Stock Awards 254,882 757,000 757,000 254,882 — 757,000 Outstanding Performance Awards 1,227,059 1,643,977 1,643,977 1,227,059 579,256 1,643,977 Unexercisable Stock Options 320,519 320,519 320,519 320,519 320,519 320,519 Retirement Benefits — — — 98,319 — 137,865 Health & Welfare — — — �� 30,120 — 42,476 Perquisites 20,000 — — 40,000 — 20,000 Total $ 2,012,266 $ 2,911,302 $ 2,911,302 $ 2,873,403 $ 1,028,775 $ 4,061,907
Cynthia A. Niekamp
George M. Smart
Theodore M. Solso
Stuart A. Taylor II NEO Voluntary
or for Cause Death Disability Without Cause Change
in Control John A. Hayes $ — $ — $ — $ 5,393,077 $ 5,393,077 — 1,974,310 1,974,310 — 1,974,310 — — — — — — 8,339,076 8,339,076 — 8,339,076 — 8,470,042 8,470,042 — 8,470,042 — — — 249,349 249,349 — — — 39,448 43,876 20,000 — — 40,000 20,000 $ 20,000 $ 18,783,428 $ 18,783,428 $ 5,721,874 $ 24,489,730
$
—
$
—
$
—
$
1,751,627
$
2,335,502
— 461,858 461,858 — 461,858 — 485,327 485,327 — 485,327 — 1,935,273 1,935,273 — 1,935,273 — 1,947,101 1,947,101 — 1,947,101 — — — 109,812 153,611 — — — 30,975 46,169 20,000 — — 40,000 20,000 $ 20,000 $ 4,829,559 $ 4,829,559 $ 1,932,414 $ 7,384,841
$
—
$
—
$
—
$
1,658,033
$
2,210,711 — 113,394 113,394 — 113,394 — 1,713,082 1,713,082 1,272,775 1,713,082 — 440,307 440,307 — 440,307 — 185,576 185,576 — 185,576 — — — — — — — — 5,389 7,185 — — — 20,000 20,000 $ — $ 2,452,359 $ 2,452,359 $ 2,956,197 $ 4,690,255
$
—
$
—
$
—
$
986,764
$
1,578,823
240,263 240,263 240,263 240,263 240,263 — — — — — 1,031,239 1,031,239 1,031,239 1,031,239 1,031,239 1,067,368 1,067,368 1,067,368 1,067,368 1,067,368 — — — 91,921 156,856 — — — 24,150 44,895 20,000 — — 40,000 20,000 $ 2,358,870 $ 2,338,870 $ 2,338,870 $ 3,481,705 $ 4,139,444
$
—
$
—
$
—
$
1,154,296
$
1,539,061 — 226,340 226,340 — 226,340 — — — — — — 945,417 945,417 — 945,417 — 932,068 932,068 — 932,068 — — — 85,308 119,718 — — — 29,229 44,355 20,000 — — 40,000 20,000 $ 20,000 $ 2,103,825 $ 2,103,825 $ 1,308,833 $ 3,826,959 20152017 compensation paid to each of the Corporation'sCorporation’s nonmanagement directors. The elements of the nonmanagement director compensation program are evaluated and determined by the Nominating/Corporate Governance Committee, which takes into account market data provided by the Consultant. Effective January 1, 2015,2017, the director compensation program consisted of a $70,000$85,000 annual fixed cash retainer, a $15,000 target annual incentive cash retainer, an annual restricted stock award valued at $130,000,$145,000, an annual committee chair cash retainer of $10,000$15,000 for Nominating/Corporate Governance and Finance Committees, and $15,000$20,000 for Human Resources and Audit Committees, and an annual fixed cash retainer of $20,000$25,000 for the lead independent director. The annual incentive retainer is subject to the Corporation'sCorporation’s performance under the same performance measures as the Annual Consolidated EVA®EVA® Incentive Compensation Plan, which is based on EVA®EVA® principles. The actual amount paid may range from $0-$30,000.$0 to $30,000. Additionally, a newly elected director will bedirectors are each awarded a one-time grant of 3,000 RSUs valued at $150,000 upon joining the Board. The elements of deferral for nonmanagement directors are detailed in the "Non-Qualified“Non-Qualified Deferred Compensation"Compensation” section. The table belowDirector Compensation Table sets out the compensation earned for 2015,2017, with any other compensation payments noted. The Corporation has established a 10,000 share stock ownership guideline for each nonmanagement director;director equal to five times their annual fixed retainer amount; all directors currently meet this guideline, with the exception of Mr. Cave,Heinrich and Ms. Niekamp, who joined the Board in August 2016, and Ms. Ross, who joined the Board in October 20142017, and isare in the process of attaining shares within the required period. Name
Earned
or Paid in
Cash
($) (1)
Awards
($) (2) Option
Awards
($)
Incentive
Plan
Compensation
($) (3)
Pension
Value and
Non-Qualified
Deferred
Compensation
Earnings
($) (4)
Compensation
($) (5) Total
($) Robert W. Alspaugh $ 105,000 $ 145,003 $ — $ 24,300 $ — $ 20,000 $ 294,303 Michael J. Cave $ 86,500 $ 145,003 $ — $ 24,300 $ — $ 4,080 $ 259,883 Hanno C. Fiedler $ 85,000 $ 145,003 $ — $ 24,300 $ — $ — $ 254,303 Daniel J. Heinrich $ 85,000 $ 145,003 $ — $ 24,300 $ — $ 17,000 $ 271,303 R. David Hoover (6) $ 100,000 $ 145,003 $ — $ 24,300 $ — $ 20,000 $ 289,303 Pedro H. Mariani $ 85,000 $ 145,003 $ — $ 24,300 $ — $ — $ 254,303 Georgia R. Nelson $ 85,000 $ 145,003 $ — $ 24,300 $ — $ 4,080 $ 258,383 Cynthia A. Niekamp $ 85,000 $ 145,003 $ — $ 24,300 $ — $ — $ 254,303 Cathy D. Ross $ 21,250 $ 150,005 $ — $ 4,594 $ — $ — $ 175,849 George M. Smart $ 85,000 $ 145,003 $ — $ 24,300 $ — $ — $ 254,303 Theodore M. Solso $ 125,000 $ 145,003 $ — $ 24,300 $ — $ 20,000 $ 314,303 Stuart A. Taylor II $ 105,000 $ 145,003 $ — $ 24,300 $ 16,090 $ — $ 290,393 Name Fees
Earned
or Paid in
Cash ($) (1) Stock
Awards ($) (2) Option
Awards ($) Non-Equity
Incentive
Plan
Compensation ($) (3) Change in
Pension
Value and
Non-Qualified
Deferred
Compensation
Earnings ($) (4) All Other
Compensation ($) (5) Total ($) Robert W. Alspaugh $ 85,000 $ 130,032 $ — $ 18,750 $ — $ 20,000 $ 253,782 Michael J. Cave $ 70,000 $ 130,032 $ — $ 18,750 $ — $ 14,000 $ 232,782 Hanno C. Fiedler $ 70,000 $ 130,032 $ — $ 18,750 $ — $ — $ 218,782 R. David Hoover (6) $ 76,703 $ 130,032 $ — $ 18,750 $ — $ 15,341 $ 240,826 John F. Lehman $ 26,374 $ — $ — $ 6,113 $ 145,851 $ 20,000 $ 198,338 Georgia R. Nelson $ 70,750 $ 130,032 $ — $ 18,750 $ — $ 19,670 $ 239,202 Jan Nicholson $ 23,077 $ — $ — $ 6,113 $ — $ 20,000 $ 49,190 George M. Smart $ 70,000 $ 130,032 $ — $ 18,750 $ — $ — $ 218,782 Theodore M. Solso $ 100,000 $ 130,032 $ — $ 18,750 $ — $ 20,000 $ 268,782 Stuart A. Taylor II $ 85,750 $ 130,032 $ — $ 18,750 $ 19,745 $ — $ 254,277 (1)Ms. Nelson and Mr. TaylorCave includes $750$1,500 related to a special assignment. All nonmanagement directors exceptassignment in 2017. Messrs. Fiedler, SmartAlspaugh, Heinrich, Hoover and TaylorSolso deferred payment of their cash fees to the 2005 Deferred Compensation Plan for Directors or the 2005 Deferred Compensation Company Stock Plan. Mr. Lehman and Ms. Nicholson retired on April 29, 2015.(2)restricted stockRSU awards granted to nonmanagement directors in 2015,2017, calculated in accordance with Topic 718. All nonmanagement directors received an annual restricted stock award of 1,7613,858 RSUs, using the closing price of the Corporation'sCorporation’s common stock on April 29, 2015,26, 2017, at $73.84$37.59 per unit, resulting in a total award value of $130,032$145,003 for each director.director, excluding Ms. Ross, who received a grant upon joining the Board of 3,495 RSUs on October 24, 2017, at $42.92 per unit, resulting in a total award value of $150,005.(3)2015,2017, which was paid in February 2016,2018, based on a performance factor of 125%162% applied to the $15,000 target for all nonmanagement directors. All nonmanagement directors except for Messrs. Fiedler, SmartAlspaugh, Heinrich, Hoover and TaylorSolso deferred payment of their 20152017 annual incentive retainer in February 20162018 to the 2005 Deferred Compensation Company Stock Plan.(4)Corporation'sCorporation’s Deferred Compensation Plans, described in the "Non-Qualified“Non-Qualified Deferred Compensation"Compensation” section.(5)The value for Messrs. Alspaugh, Cave, Hoover, Lehman, and Solso, and Mses. Nelson and Nicholson reflect"Non-Qualified“Non-Qualified Deferred Compensation"Compensation” section.(6)$350,012$317,260 of above-market interest on employee-based deferral balances under the Corporation'sCorporation’s Deferred Compensation Plans, excluded from this table.
stock optionsoption awards for each nonmanagement director as of December 31, 2015, are as follows:30,94175,214Cave—Cave—Stock awards of 4,76122,854Fiedler—Fiedler—Stock awards of 29,62972,590Hoover—Heinrich—Stock awards of 12,605;15,858stock optionsoption awards of 1,421,0001,822,000Ms. Nelson—Mr. Mariani—Stock awards of 34,94150,542Mr. Smart—Ms. Nelson—Stock awards of 50,77583,214Mr. Solso—Ms. Niekamp—Stock awards of 57,78715,858Mr. Taylor—Ms. Ross—Stock awards of 77,6193,495Committee has reviewedfollowing table summarizes the above CD&A and discussed its contents with membersshares of Common Stock which may be issued under the Corporation's management. Based on this review and discussion, the Committee has recommended that this CD&A be incorporated by reference in the Corporation's Annual Report on Form 10-K andCorporation’s existing compensation plans, as set out in this Proxy Statement.Georgia R. NelsonGeorge M. SmartTheodore M. SolsoStuart A. Taylor II Plan Category Number of
Securities to be
Issued Upon
Exercise of
Outstanding
Options, Warrants
and Rights
(A) Weighted Average
Exercise Price of
Outstanding
Options,
Warrants and
Rights
(B) Number of
Securities
Remaining Available
for Future Issuance
Under Equity
Compensation Plans
(Excluding
Securities Reflected
in Column (A))
(C)��� Equity compensation plans approved by security holders 25,404,206 $ 24.21 25,404,206 Equity compensation plans not approved by security holders — — — Total 25,404,206 — 25,404,206 Corporation'sCorporation’s Board consists of nonemployee directors who are independent under the NYSE Listing Standards and SEC rules.Corporation'sCorporation’s (1) accounting policies; (2) system of internal accounting controls over financial reporting; (3) disclosure controls and procedures; (4) performance of PricewaterhouseCoopers LLP, the independent auditor; (5) Internal Audit Department; and (6) compliance with laws, regulations and applicable ethical business standards. The independent auditor is responsible for performing an audit of the Corporation'sCorporation’s Consolidated Financial Statements in accordance with the standards of the Public Company Accounting Oversight Board ("PCAOB"(“PCAOB”) and issuing a report thereon as well as issuing an opinion on the effectiveness of the Corporation'sCorporation’s internal control over financial reporting.Committee'sCommittee’s responsibility is to monitor and oversee the internal controls over financial reporting and disclosure controls and procedures, and to engage and evaluate the independent auditor. Management has represented to the Committee that the financial statements for the Corporation for the year ended December 31, 2015,2017, were prepared in accordance with U.S. GAAP, and the Committee has reviewed and discussed those financial statements with management and the independent auditor. The Committee has also discussed with the independent auditor the matters required to be discussed by the Statement of Auditing Standards, as amended, the PCAOB Auditing Standards and the NYSE Listing Standards.Corporation'sCorporation’s independent auditor provided to the Committee on a quarterly basis the written disclosures and letter required by PCAOB Rule 3526, Communication with Audit Committees Concerning Independence. The Committee has discussed with the independent auditor that firm'sfirm’s independence and that firm'sfirm’s internal quality control procedures, peer reviews and any investigations or inquiries by governmental or professional authorities disclosed by the independent auditor.Committee'sCommittee’s review and discussion with management and the independent auditor, the representations of management and the disclosures and letter of the independent auditor (as required by PCAOB Rule 3526), the Committee recommended to the Board that the audited Consolidated Financial Statements in the Corporation'sCorporation’s Annualauditor'sauditor’s opinion of the Corporation'sCorporation’s effectiveness of internal control over financial reporting as of December 31, 2015,2017, be filed with the SEC.
Michael J. Cave
Hanno C. Fiedler
Daniel J. Heinrich
Cathy D. Ross
Stuart A. Taylor II
VOTING ITEM 2—RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORCorporation'sCorporation’s independent registered public accounting firm for the fiscal year ending December 31, 2016.2018. PricewaterhouseCoopers LLP has been retained as the Corporation'sCorporation’s external auditor continuously for many years. As disclosed in this Proxy Statement, during 20152017 PricewaterhouseCoopers LLP rendered audit and non-audit services to the Corporation. The members of the Audit Committee and the Board believe the continued retention of PricewaterhouseCoopers LLP to serve as the independent external auditor is in the best interest of the Corporation and its investors.20162018 Annual Meeting of Shareholders and will have an opportunity to make a statement, if desired, as well as to respond to appropriate questions.The affirmativeholders of a majority of shares represented in person or by proxy and entitled to vote on this item will be required for approval. Abstentions will be counted as represented and entitled to vote and will therefore have the effect of a negative vote."FOR"“FOR” the ratification of the appointment of PricewaterhouseCoopers LLP as the Corporation'sCorporation’s independent registered public accounting firm for 2016."Executive Compensation"“Executive Compensation” section of this Proxy Statement. We are seeking this approval pursuant to Section 14A of the Securities Exchange Act of 1934, as amended. While this vote is advisory and is not binding on the Corporation, it will provide useful information to our management and our Human Resources Committee regarding our shareholders'shareholders’ views about our executive compensation philosophy, policies and practices, which the Committee will be able to consider when determining executive compensation for the balance of 20162018 and beyond. Following is a summary of some of the key points of our 20152017 executive compensation program. Please see the "Executive“Executive Compensation Discussion and Analysis"Analysis” section for more information.management'smanagement’s interests with our shareholders'shareholders’ interests to support long-term value creation and pay-for-performance. In the course of establishing the 20152017 compensation program and awarding compensation, our management and our Human Resources Committee determined the use of performance-based incentives to motivate our NEOs to achieve current and long-term business goals, after reviewing data and analyses regarding comparable market compensation. Management and the Committee received advice and counsel on the program from an independent consultant, which provided no other services to the Corporation other than those provided directly to or on behalf of the Committee.20152017 annual meeting, shareholders were asked to approve the Corporation'sCorporation’s fiscal 20142016 executive compensation programs. Of those votes included in the tabulation, over 94%80% voted to approve the proposal. In light of these results, and in consideration of shareholder input obtained from outreach efforts taken in connection with the 20152017 meeting, the Human Resources Committee carefully reviewed the Corporation'sCorporation’s executive compensation practices. The Human Resources Committee concluded that the Corporation'sCorporation’s existing executive compensation program continues to be the most appropriate for the Corporation and effective in rewarding executives commensurate with business results.NEOs' 2015NEOs’ 2017 compensation consisted primarily of the following components which includes base salary, annual EVA®EVA® incentive plan awards, LTCIP and awarded value of stock options, SARs and PC-RSUs (in addition to the retirement, health and welfare plans and programs in which all of our full-time employees participate, as well as limited perquisites). Compensation
Component Key Features CompensationComponentKey FeaturesPurpose 2015 Actions 2017 Actions Current Year Current Year Annual Base Salary Fixed element of pay based on an individual'sindividual’s primary duties and responsibilities. Adjustments reflected increases consistent with the Corporation'sCorporation’s merit budget and movement towards market medians; competitive benchmarking applied. Annual Economic Value Added (EVA®(EVA®) Incentive Compensation Plan Rewards achievement of specified annual corporate and/or operating unit financial goals pursuant to EVA®EVA® principles.Payments reflect solid financial results achieved in 2015. Payments reflect positive financial results achieved in 2017. Long-Term Incentive—Cash Long-Term Incentive—CashLong-Term Cash Incentive Plan ("LTCIP"(“LTCIP”) Promotes long-term creation of shareholder value in absolute terms ("ROAIC"(“ROAIC”) and relative terms (TSR performance versus a subset of companies in the S&P 500) and provides an executive retention incentive. Payments reflect excellentstrong and positive ROAIC and stock performance over the 3-year cycleperiod ending December 31, 2015. 2017. Compensation
Component Key Features Purpose 2017 Actions Long-Term Incentive—Equity Stock Options and Stock-Settled Stock Appreciation Rights ("SARs"(“SARs”) Promotes executive share ownership and long-term corporate performance resulting in the creation of shareholder value. Awards provided in 2015; competitive benchmarking applied. Awards provided in 2017; competitive benchmarking applied. Performance-Contingent Restricted Stock Units ("PC-RSUs"(“PC-RSUs”) Promotes share ownership through the achievement of a future target value of absolute Economic Value Added (EVA®)EVA® dollars generated in excess of Ball'sBall’s 9% after-tax hurdle rate as the capital charge, which is higher than our actual WACC. Awards provided in 2015;2017; competitive benchmarking applied. Restricted Stock/RSUs Promotes share ownership, provides a retention incentive and provides long-term incentive for the creation of shareholder value. Awards provided in 2017, on a limited basis, as disclosed. Other One-Time Incentives Special Acquisition-Related Incentive Program (“SAIP”) Promotes the successful integration of the newly acquired beverage business. Awarded to all NEOs and certain other members of management in 2017. Deposit Share Program ("DSP"(“DSP”) Promotes executive financial investment in the Corporation, promotes share ownership and provides long-term incentive for performance resulting in the creation of shareholder value. No DSP opportunities were provided in 2015. No new opportunities were awarded to NEOs in 2017 and grants will vest over a 4-year period, subject to satisfying the holding period and employee ownership requirements. Restricted Stock/RSUsPromotes share ownership, provides a retention incentive and provides long-term incentive for the creation of shareholder value.One-time awards provided in 2015 to Mr. Bouts and Mr. Morrison for special circumstances as detailed in the CD&A. 20152017 executive compensation program reflects best practices and was designed to balance risk and reward. We focus on pay-for-performance in establishing our executive compensation program and setting the plans'plans’ performance metrics. With input from an independent consultant, our Human Resources Committee continued to apply competitive benchmarking (pay and performance) in 20152017 relative to the unique structure and needs of the Corporation. Our program seeks to mitigate risks related to compensation and align management'smanagement’s interests with shareholders'shareholders’ interests in long-term value creation."Executive“Executive Compensation Discussion and Analysis"Analysis” section of this Proxy Statement demonstrates that our executive compensation program in respect of our NEOs was designed appropriately and is working to ensure that management'smanagement’s interests are aligned with our shareholders'shareholders’ interests to support long-term value creation. Accordingly, the Board of Directors recommends that shareholders approve the program by approving the following advisory resolution, the results of which will be counted and considered in accordance withby the Indiana Business Corporation Law (withboard. For this vote, abstentions and broker nonvotes are considered neither votes “for” nor “against” and will not being counted or considered):"Summary“Summary Compensation Table,"” as disclosed in the Ball Corporation 20162018 Proxy Statement pursuant to Item 402 of Regulation S-K which disclosure includes the "Executive“Executive Compensation Discussion and Analysis"Analysis” section, the compensation tables and the accompanying footnotes and narratives within the "Executive“Executive Compensation Discussion and Analysis"Analysis” section of such Proxy Statement."FOR"“FOR” the Advisory (Non-Binding) Vote Approving Executive Officer Compensation.20172019 ANNUAL MEETINGCorporation'sCorporation’s Proxy Statement for the 20172019 Annual Meeting of Shareholders, proposals of shareholders must be in writing and be received by the Corporate Secretary at the Corporation'sCorporation’s principal executive offices, 10 Longs Peak Drive, Broomfield, Colorado 80021-2510, by November 14, 2016.20172019 Annual Meeting of Shareholders, which is not the subject of a proposal submitted for inclusion in the Proxy Statement, the shareholder must notify the Corporation of the shareholder'sshareholder’s proposal, which must be delivered to or mailed and received at the principal executive offices of the Corporation between December 28, 2016,26, 2018, and January 27, 2017,25, 2019, or the proposal may be considered untimely. The appointed proxies may exercise their discretionary authority to vote previously solicited proxies against such proposal if it is raised at the 20172019 Annual Meeting.2015,2017, except, as the result of administrative errors, for the saleMr. Heinrich’s deferral of shares by Mr. Hoover in 2012director fee contributions into Ball Corporation’s Deferred Compensation Company Stock Plan on March 15, 2017, and the transfer of shares in 2014 whichJune 15, 2017, were not timely reported and which were corrected by Form 4 Amendments filed in March of 2015; the sale of shares by Mr. Strain on March 24, 2015, which was corrected by a Form 4 filingAmendment filed on April 13, 2015; and theNovember 2, 2017. Also, as a result of an administrative error, Mr. Fisher’s sale of 980 shares by Mr. David Taylor, Ms. Pauley's husband, on September 11, 2014, whichDecember 19, 2017, was corrected by a Form 4 filing on November 12, 2015."householding,"“householding,” potentially means extra convenience for shareholders and cost savings for companies. This could be applicable to you if you request a paper copy of these proxy materials after you receive notice of Internet access to the proxy materials.By Order of the Board of Directors,
Charles E. Baker
Corporate SecretaryCharles E. BakerCorporate Secretary20162018
Broomfield, Colorado"withheld"“withheld” from his or her election than votes "for"“for” his or her election will, within ten (10) days following the certification of the shareholder vote, tender his or her written resignation to the chairman of the board for consideration by the Nominating/Corporate Governance Committee (the "Committee"“Committee”). As used in this Section C, an "uncontested“uncontested election of directors of the corporation"corporation” is an election in which the only nominees are persons nominated by the board of directors of the corporation.director'sdirector’s tendered resignation as the members of the Committee deem appropriate, including, without limitation, acceptance of the resignation, rejection of the resignation or rejection of the resignation coupled with a commitment to seek to address and cure the underlying reasons reasonably believed by the Committee to have substantially resulted in the "withheld"“withheld” votes.Committee'sCommittee’s recommendation no later than ninety-five (95) days following the certification of the shareholder vote. In considering the Committee'sCommittee’s recommendation, the board will consider the information, factors and alternatives considered by the Committee and such additional information, factors and alternatives as the board deems relevant.board'sboard’s decision on the Committee'sCommittee’s recommendation, the corporation, within four (4) business days after such decision is made, will publicly disclose, in a Current Report on Form 8-K filed with the Securities and Exchange Commission, the board'sboard’s decision, together with an explanation of the process by which the decision was made and, if applicable, the board'sboard’s reason or reasons for its decision.Committee'sCommittee’s deliberations or recommendation, or in the board'sboard’s deliberations or determination, with respect to accepting or rejecting his or her resignation as a director. If a majority of the members of the Committee received a greater number of votes "withheld"“withheld” from their election than votes "for"“for” their election, then the independent directors then serving on the board of directors who received a greater number of votes "for"“for” their election than votes "withheld"“withheld” from their election, and the directors, if any, who were not standing for election, will appoint an ad hoc board committee from among themselves (the "Ad“Ad Hoc Committee"Committee”), consisting of such number of directors as they may determine to be appropriate, solely for the purpose of considering and making a recommendation to the board with respect to the tendered resignations. The Ad Hoc Committee shall serve in place of the Committee and perform the Committee'sCommittee’s duties for purposes of this Section C. Notwithstanding the foregoing, if an Ad Hoc Committee would have been created but fewer than three directors would be eligible to serve on it, the entire board of directors (other than the director whose resignation is being considered) will make the determination to accept or reject the tendered resignation without any recommendation from the Committee and without the creation of an Ad Hoc Committee.
BROOMFIELD, COLORADO 80021-2510
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information up untilinformation. Vote by 11:59 P.M. Eastern Time the day before the cut-off date or meeting date.ET on 04/24/2018 for shares held directly and by 11:59 P.M. ET on 04/22/2018 for shares held in a Plan. Have your proxy card in hand when you access the websiteweb site and follow the instructions to obtain your records and to create an electronic voting instruction form. BALL CORPORATION ATTN: CHARLES E. BAKER ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports/10-Ks electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. 10 LONGS PEAK DRIVE BROOMFIELD, CO 80021-2510 VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up untilinstructions. Vote by 11:59 P.M. Eastern Time the day before the cut-off date or meeting date.ET on 04/24/2018 for shares held directly and by 11:59 P.M. ET on 04/22/2018 for shares held in a Plan. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. For Withhold For All Except To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the AllAll The Board of Directors recommends you vote FOR the following: nominee(s) on the line below. 0 0 0 1. Election of Directors Nominees 01 Hanno C. Fiedler 02 Georgia R. Nelson The Board of Directors recommends you vote FOR proposals 2. and 3.3.. For Against Abstain 2. To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Corporation for 2016.2018. 3. To approve, by non-binding vote, the compensation paid to the named executive officers. For 0 0 Against 0 0 Abstain 0 0 NOTE: The proxies will have discretionary authority, to the extent permitted by law, to act and vote upon such other matters that may properly come before the meeting or any adjournment or adjournments thereof. 0 For address change/comments, mark here. (see reverse for instructions) Please indicate if you plan to attend this meeting Yes 0 No 0 Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date 0000270818_1 R1.0.1.25
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27, 201625, 2018 This proxy is solicited by the Board of Directors The shareholder(s) hereby appoint(s) MichaelDaniel J. Cave, GeorgeHeinrich, Cynthia A. Niekamp, and Theodore M. Smart and Stuart A. Taylor II,Solso, or any one of them, as proxies, each with the power to appoint his or her substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side of this proxy, all of the shares of Common Stock of Ball Corporation that the shareholder is entitled to vote at the Annual Meeting of Shareholders to be held at 8:007:30 A.M. MDT on April 27, 2016,25, 2018, at the Ball Corporation headquarters, 10 Longs Peak Drive, Broomfield, Colorado 80021-2510 and any adjournment or postponement thereof. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE SHAREHOLDERS. IF NO SUCH DIRECTIONS ARE MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES LISTED ON THE REVERSE SIDE FOR THE BOARD OF DIRECTORS IN ITEM 1, AND FOR EACH PROPOSAL IN ITEMS 2 AND 3. Address change/comments: (If you noted any Address Changes and/or Comments above, please mark corresponding box on the reverse side.) Address change/comments: Continued and to be signed on reverse side 0000270818_2 R1.0.1.25