O I GLASS INC (OI)
Sector: Materials
2026 Annual Meeting Analysis
O I GLASS INC · Meeting: May 13, 2026
Directors FOR
3
Directors AGAINST
7
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of 10 Directors
Against Analysis
O-I Glass's stock has fallen roughly 52% over three years while the Consumer Cyclical sector ETF (XLY) gained about 51%, a gap of more than 102 percentage points — far exceeding the 30-point trigger for directors with negative absolute returns; Chapin has served since 2020 and his tenure covers the full underperformance period, and the five-year record is also poor enough that the longer-term mitigant does not apply.
Clark joined in 2022 and his tenure covers most of the three-year underperformance window; the stock's 102-point gap versus the Consumer Cyclical sector ETF (XLY) far exceeds the policy trigger, and because he has less than five years on the board a five-year mitigant check cannot offset the finding.
As both CEO and a director since 2015, Hardie's tenure fully covers the underperformance period; the policy explicitly subjects executive directors to the same TSR trigger as independent directors, and the stock's 102-point gap versus XLY — combined with a poor five-year record — means neither the short-term nor the longer-term mitigant applies.
Humphrey has served since 2018 and his tenure fully overlaps the three-year underperformance period; the 102-point shortfall versus the Consumer Cyclical sector ETF (XLY) is well above the trigger, and the five-year track record is also too weak to provide relief under the longer-term mitigant.
Nair has been a director since 2013, so his tenure fully covers — and extends well beyond — the three-year underperformance window; the stock's massive 102-point deficit versus XLY triggers a no vote, and the five-year record is similarly weak, leaving no basis for the longer-term mitigant.
Slater has served since 2020 and her tenure covers the entire three-year underperformance window; the 102-point gap versus the Consumer Cyclical sector ETF (XLY) is far above the 30-point trigger, and the five-year stock performance is also poor enough that the longer-term mitigant provides no relief.
Williams has been a director since 2014, and her long tenure fully overlaps the underperformance period; the stock's 102-point shortfall versus XLY far exceeds the policy trigger, and neither the three-year nor the five-year performance record is strong enough to avoid an against vote.
For Analysis
Garza y Garza joined the board in 2025, which is within the 24-month new-director exemption under the policy, so the TSR underperformance trigger does not apply to him.
Mackay joined the board in 2025, placing him within the 24-month new-director exemption, so the TSR underperformance trigger does not apply.
Phyfer joined the board in 2024, which falls within the 24-month new-director exemption period, so the TSR underperformance trigger does not apply to her.
Of the 10 nominees, 7 warrant an AGAINST vote because O-I Glass's stock has lost about 52% over three years while the Consumer Cyclical sector ETF (XLY — the applicable benchmark since no compensation peer group TSR data is available for the director TSR test) gained roughly 51%, a gap of more than 102 percentage points that far exceeds the 30-point threshold for companies with negative absolute returns; the five-year record (-27.4% vs. a positive ETF return) also fails to provide relief under the longer-term mitigant. Three newer directors — Garza y Garza (2025), Mackay (2025), and Phyfer (2024) — are exempt under the 24-month new-director rule and receive FOR votes.
Say on Pay
✗ AGAINSTCEO
Gordon J. Hardie
Total Comp
$11,462,530
Prior Support
66%%
The 2025 Say on Pay vote received only about 66% support — below the 70% threshold that triggers a no vote if the company has not made meaningful changes to its compensation structure; while the company engaged in outreach and reaffirmed that legacy CEO retirement plans are closed to new entrants, it explicitly retained the core compensation program unchanged for 2026, which does not constitute a meaningful structural response to shareholder concerns. Additionally, the CEO received $11.5 million in total compensation with 89% described as 'at risk,' yet the company's stock has underperformed the Consumer Cyclical sector ETF (XLY) by more than 102 percentage points over three years, suggesting that above-benchmark incentive pay is not being earned in line with shareholder experience. Together, the failure to respond substantively to a below-70% vote and the pay-for-performance disconnect support an AGAINST vote.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy filing references EY as auditor and the board recommends ratification, but the fee table data and auditor tenure were not included in the provided filing text; per policy, the tenure trigger requires confirmed data to fire, so no negative trigger is applied, and EY is a Big 4 firm fully appropriate for a $1.6 billion public company.
Overall Assessment
O-I Glass's 2026 annual meeting presents three proposals; the most significant governance concern is the company's severe stock underperformance — down roughly 52% over three years versus a 51% gain for the Consumer Cyclical sector ETF (XLY) — which triggers AGAINST votes for seven of ten director nominees (those with more than 24 months of tenure) and, combined with a below-70% Say on Pay vote last year and no meaningful structural compensation changes, also warrants an AGAINST on Say on Pay; the auditor ratification receives a FOR as EY is a Big 4 firm and no fee or tenure data triggering a negative vote was available in the provided text.