CROWN HOLDINGS INC (CCK)
Sector: Materials
2026 Annual Meeting Analysis
CROWN HOLDINGS INC · Meeting: April 30, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
CEO and director since 2015; CCK's 3-year total return of +35.4% outperforms the disclosed compensation peer group median by +33.5 percentage points, well below the 65-point threshold needed to trigger a vote against under the strong-positive-TSR tier, and no overboarding, attendance, or independence concerns apply.
Joined the board in 2026, which is within the 24-month new-director exemption period, so the TSR trigger does not apply; brings deep packaging-industry CEO experience and no other policy flags are present.
Director since 2019 with strong financial and governance credentials; CCK outperforms its peer group over three years by +33.5 percentage points, far short of the 65-point threshold required to trigger a vote against, and no overboarding, attendance, or independence concerns are identified.
Director since 2017 with relevant CFO and public-accounting background qualifying her as an audit committee financial expert; CCK's peer-relative TSR performance does not trigger the underperformance threshold and no other policy flags apply.
Independent Lead Director since 2025 and director since 2019 with extensive packaging-industry CEO experience; CCK's three-year TSR outperforms the peer group median by +33.5 percentage points, well below the 65-point trigger threshold, and no other policy flags apply.
Director since 2019, chairs the Audit Committee and qualifies as an audit committee financial expert; CCK's strong peer-relative TSR performance does not approach the underperformance trigger and no other policy concerns are present.
Director since 2022 with extensive banking and risk-management experience; her tenure began less than three full years ago, the TSR trigger does not fire given peer outperformance, and no other policy flags apply.
Director since 2014 with over 35 years of investment-banking experience relevant to the company's industry; CCK's three-year TSR outperforms the peer group median by +33.5 percentage points, well below the 65-point threshold required to trigger a vote against, and no other policy concerns are identified.
Director since 2022 and Compensation Committee Chair with broad CFO and governance experience; CCK's peer-relative TSR performance does not trigger the underperformance threshold and no other policy flags apply.
Director since 2020 with extensive operational and engineering experience; he serves on three other public company boards which approaches but does not exceed the four-board overboarding limit, and CCK's strong peer-relative TSR means the underperformance trigger does not fire.
All ten director nominees receive a FOR vote. Crown Holdings' 3-year total shareholder return of +35.4% outperforms its disclosed compensation peer group median by +33.5 percentage points, far below the 65-point underperformance threshold applicable when absolute returns are strongly positive (above +20%). No directors are overboarded beyond policy limits, all independent directors serve only on their designated committees, attendance was 100% at board and committee meetings for all nominees, and the board is 90% independent with a robust refreshment track record.
Say on Pay
✓ FORCEO
Timothy Donahue
Total Comp
$17,501,363
Prior Support
92%%
CEO Timothy Donahue's total reported compensation of $17.5 million is elevated for a Consumer Cyclical company at Crown Holdings' market cap, but approximately 71% of his target pay is in equity and the overall program structure is strongly performance-oriented: roughly two-thirds of long-term equity awards are performance-based stock tied to measurable three-year TSR and return-on-invested-capital targets, and annual bonuses are capped at 200% of target based on objective cash flow and economic profit metrics with no discretionary qualitative adjustments. The company's stock has delivered a 35.4% three-year return that outperforms the peer group median by +33.5 percentage points, supporting the above-target bonus payouts, a strong clawback policy meeting Dodd-Frank requirements is in place, and last year's Say on Pay vote garnered 92% shareholder support with no material change in compensation structure required.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$9,168,000
Non-Audit Fees
$1,455,000
Non-audit fees (audit-related fees of $430,000 plus tax-related fees of $1,010,000 plus all other fees of $15,000, totaling $1,455,000) represent approximately 15.9% of audit fees of $9,168,000, well below the 50% threshold that would raise independence concerns. PwC is a Big 4 firm appropriate for a company of Crown Holdings' size, and auditor tenure is not disclosed in the filing so the tenure trigger does not fire; the overall fee structure is clean and supports ratification.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 4
Consideration of a Shareholder Proposal Regarding Shareholder Right to Act by Written Consent
John Chevedden is a well-established individual governance activist with a long track record of submitting governance-focused proposals at public companies, and written consent rights are a mainstream governance improvement that gives shareholders a mechanism to act between annual meetings without waiting for a special meeting to be called. The right to act by written consent directly expands shareholder power and is consistent with best-practice governance; the company already permits shareholders to call special meetings, which is positive, but written consent is a separate and complementary right that further reduces barriers to shareholder action. Under our policy, governance structural proposals from credible filers are generally supported unless the company has fully remediated the concern, which it has not here, so we vote FOR.
Overall Assessment
The 2026 Crown Holdings annual meeting ballot presents four proposals: election of ten directors (all receiving FOR votes given strong peer-relative stock performance and clean governance), ratification of PricewaterhouseCoopers (FOR, with non-audit fees well within acceptable limits), an advisory Say on Pay vote (FOR, supported by a majority-performance-based pay structure and 35% three-year TSR outperforming peers), and a shareholder proposal from governance activist John Chevedden seeking written consent rights (FOR, a mainstream governance improvement from a credible filer that the company has not addressed).
Compensation Peer Group
18 companies disclosed in 2026 proxy filing