ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;


           APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
           OFFICERS.

O-I Glass, Inc. Fourth Amended and Restated 2017 Incentive Award Plan

As noted below under Item 5.07, at the Annual Meeting of Share Owners (the "Annual Meeting") of O-I Glass, Inc. (the "Company") held on May 9, 2023, the Company's share owners, upon the recommendation of the Board of Directors, approved the O-I Glass, Inc. Fourth Amended and Restated 2017 Incentive Award Plan (the "Plan"), which was adopted by the Board of Directors on March 23, 2023, subject to the approval by the Company's share owners. The Plan amends and restates the Company's Third Amended and Restated 2017 Incentive Award Plan in its entirety.

The Plan, among other things, increases the number of shares of the Company's common stock that may be issued thereunder by an additional 6,250,000 shares to a total of 24,600,000 shares. The Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalents and other stock or cash awards to employees, consultants and non-employee directors of the Company and its subsidiaries.

A more detailed description of the material terms of the Plan was included in the Company's Definitive Proxy Statement ("Proxy Statement") on Schedule 14A filed with the Securities and Exchange Commission ("SEC") on March 29, 2023. The foregoing and the summary in the Proxy Statement are not complete summaries of the terms of the Plan and are qualified by reference to the text of the Plan, which is included as Exhibit 10.1 hereto and is incorporated by reference herein.

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

The Annual Meeting was held on May 9, 2023. On the record date of March 14, 2023, there were 155,226,692 shares of the Company's common stock outstanding. The following proposals were submitted to a vote of the share owners at the Annual Meeting, each of which is described in detail in the Proxy Statement:

Proposal 1 - Election of Directors:

Each of the nominees for the Company's Board of Directors was elected to serve a one-year term by vote of the share owners as follows:





                                                  Aggregate Vote
       Name                For            Against         Abstentions       Broker Non-Votes
Samuel R. Chapin        135,653,121        1,311,387           302,566              6,331,763
David V. Clark, II      136,116,612          811,722           338,740              6,331,763
Gordon J. Hardie        134,644,899        2,310,290           311,885              6,331,763
John Humphrey           135,786,465        1,178,676           301,933              6,331,763
Andres A. Lopez         135,650,775        1,519,893            96,406              6,331,763
Alan J. Murray          117,479,852       19,471,548           315,674              6,331,763
Hari N. Nair            132,224,311        4,696,274           346,489              6,331,763
Catherine I. Slater     135,737,713        1,245,958           283,403              6,331,763
John H. Walker          134,820,233        2,144,951           301,890              6,331,763
Carol A. Williams       134,539,124        2,442,011           285,939              6,331,763

Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm:

The appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023 was ratified by vote of the share owners as follows:











                           Aggregate Vote
     For            Against        Abstentions      Broker Non-Votes
  139,962,667       3,350,376           285,794                     0

Proposal 3 - Approval of the Company's Fourth Amended and Restated 2017 Incentive Award Plan:

The Plan was approved by vote of the share owners as follows:





                            Aggregate Vote
     For            Against        Abstentions       Broker Non-Votes
  132,775,803       4,287,067           204,204              6,331,763

Proposal 4 -Advisory Vote to Approve Named Executive Officer Compensation:

The compensation of the Company's named executive officers was approved by an advisory (non-binding) vote of the share owners as follows:





                            Aggregate Vote
     For            Against        Abstentions       Broker Non-Votes
  134,088,863       3,018,122           160,089              6,331,763

Proposal 5 -Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of the Named Executive Officers:





The frequency of future advisory votes to approve the compensation of the named
executive officers was determined by an advisory (non-binding) vote of the share
owners as follows:



                                   Aggregate Vote
   1 Year          2 Years        3 Years        Abstentions       Broker Non-Votes
  131,733,122       259,856       5,145,555           128,541              6,331,763

In accordance with the voting results on Proposal 5, the Company's Board of Directors has determined that future advisory votes to approve the compensation of the named executive officers will be held on an annual basis, until the next required advisory vote on the frequency of future advisory votes to approve the compensation of the named executive officers.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.






 (d) Exhibits



Exhibit No.                                Description

   10.1         O-I Glass, Inc. Fourth Amended and Restated 2017 Incentive Award
              Plan (filed as Appendix B to O-I Glass, Inc.'s Definitive Proxy
              Statement on Schedule 14A filed March 29, 2023, File No. 1-9576, and
              incorporated herein by reference)

              Cover Page Interactive Data File (embedded within the Inline XBRL
    104       document and contained in Exhibit 101)

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