UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 23, 2015
CROWN HOLDINGS, INC.
(Exact name of Registrant as specified in its charter)
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Pennsylvania | | 0-50189 | | 75-3099507 |
(State or Other Jurisdiction of Incorporation or Organization) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
One Crown Way
Philadelphia, Pennsylvania 19154-4599
(215) 698-5100
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 23, 2015, John W. Conway, 70, informed the Board of Directors (the “Board”) of Crown Holdings, Inc. (the “Company”) of his decision to retire from his role as Chief Executive Officer of the Company effective January 1, 2016. The Board has elected Timothy J. Donahue, 52, to assume the position of President and Chief Executive Officer of the Company effective January 1, 2016. The Board has also elected Mr. Donahue as a member of the Board effective July 23, 2015, and Mr. Donahue is not currently on any committees of the Board. Mr. Donahue currently serves as the Company’s President and Chief Operating Officer, a position he has held since 2013. Prior to that, Mr. Donahue served as Executive Vice President and Chief Financial Officer from 2008 to 2013, as Senior Vice President - Finance from 2000 to 2008 and as the Company's Vice President - Corporate Controller from 1991 to 2000.
There are no arrangements or understandings between Mr. Donahue and any other person pursuant to which he was selected as an officer. Mr. Donahue does not have any familial relationship with any director or other executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer, and there are no transactions in which Mr. Donahue has an interest requiring disclosure under Item 404(a) of Regulation S-K.
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Item 7.01. | | Regulation FD Disclosure |
The Company issued a press release on July 23, 2015 announcing the changes described under Item 5.02, a copy of which is furnished as Exhibit 99.1.
The information in this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liability of that section, and shall not be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
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Item 9.01. | Financial Statements and Exhibits. | |
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Exhibit | | Description |
99.1 | | Crown Holdings, Inc. press release dated July 23, 2015. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Dated: July 24, 2015 | CROWN HOLDINGS, INC. |
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| By: | /s/ David A. Beaver |
| | David A. Beaver |
| | Vice President and Corporate Controller |
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EXHIBIT INDEX
(d) Exhibits:
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Exhibit 99.1 | | Crown Holdings, Inc. press release dated July 23, 2015. |
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News Release Corporate Headquarters One Crown Way Philadelphia, PA 19154-4599 | | |
CROWN HOLDINGS ANNOUNCES LEADERSHIP TRANSITION
Philadelphia, PA - July 23, 2015. Crown Holdings, Inc. (NYSE: CCK) today announced that John W. Conway, 70, has informed the Board of Directors of his decision to retire from his role as Chief Executive Officer, after 40 years with the Company, effective January 1, 2016. The Board has elected Timothy J. Donahue, 52, who has been with the Company for 25 years, to assume the position of President and Chief Executive Officer effective January 1, 2016.
Mr. Donahue currently serves as the Company’s President and Chief Operating Officer, a position he has held since 2013. Prior to that, Mr. Donahue served as Executive Vice President and Chief Financial Officer from 2008 to 2013, as Senior Vice President - Finance from 2000 to 2008 and as the Company's Vice President - Corporate Controller from 1991 to 2000. Mr. Conway has agreed to remain on the Board and will continue to serve as non-executive Chairman of the Board after his retirement. Additionally, the Board has elected Mr. Donahue as a member of the Board, effective today.
Mr. Conway commented, “I am proud of what we have accomplished at Crown and I am confident that Crown is well positioned for the future. Tim is ideally suited to succeed me as Chief Executive Officer. He has an intimate understanding of the Company and has gained valuable experience serving as both Chief Financial Officer and Chief Operating Officer. We will continue to work closely together to ensure a smooth transition. I look forward to continuing my service on Crown’s Board as non-executive Chairman.”
Mr. Donahue commented, “I am honored to have the opportunity to serve as Crown’s Chief Executive Officer and excited to lead our efforts to build on the foundation John and the entire executive team have put in place. I look forward to working with our dedicated employees throughout the world to improve on our strengths, such as our broad and diversified product portfolio, global leadership positions, strong customer base, technological leadership and commitment to sustainability.”
Cautionary Note Regarding Forward-Looking Statements
Except for historical information, all other information in this press release consists of forward-looking statements. These forward-looking statements involve a number of risks, uncertainties and other factors that may cause actual results to be materially different from those expressed or implied in the forward-looking statements. Important factors that could cause the statements made in this press release or the actual results of operations or financial condition of Crown to differ are discussed under the caption "Forward Looking Statements" in Crown's Form 10-K Annual Report for the year ended December 31, 2014 and in subsequent filings made prior to or after the date hereof. Crown does not intend to review or revise any particular forward-looking statement in light of future events.
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News Release Corporate Headquarters One Crown Way Philadelphia, PA 19154-4599 | | |
About Crown Holdings, Inc.
Headquartered in Philadelphia, PA, Crown Holdings, Inc. is a leading manufacturer of packaging products for consumer marketing companies around the world. Crown makes a wide range of metal packaging for food, beverage, household and personal care and industrial products and metal vacuum closures and caps. For more information, visit www.crowncork.com.
For more information, contact:
Thomas T. Fischer, Vice President, Investor Relations and Corporate Affairs, (215) 552-3720.
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