BALL CORPORATION​

Notice of 2018
Annual Meeting
of Shareholders
and Proxy Statement

Wednesday,
April 25, 2018,
7:30 a.m., local time​

10 Longs Peak Drive,
Broomfield, Colorado​

Ball and  are trademarks of Ball Corporation, Reg. U.S. Pat. & Tm. Office

​	NOTICE OF ANNUAL MEETING OF SHAREHOLDERS	​	​	​	​	​	​	​
​	PROXY STATEMENT	​	​	​	​	1	​	​
​	ABOUT THE ANNUAL MEETING	​	​	​	​	2	​	​
​	VOTING SECURITIES AND PRINCIPAL SHAREHOLDERS	​	​	​	​	3	​	​
​	BENEFICIAL OWNERSHIP	​	​	​	​	4	​	​
​	VOTING ITEM 1—ELECTION OF DIRECTORS	​	​	​	​	5	​	​
​	DIRECTOR NOMINEES AND CONTINUING DIRECTORS	​	​	​	​	6	​	​
​	BOARD LEADERSHIP STRUCTURE AND RISK OVERSIGHT	​	​	​	​	12	​	​
​	BOARD DIVERSITY	​	​	​	​	12	​	​
​	GOVERNANCE OF THE CORPORATION	​	​	​	​	13	​	​
​	BOARD MEETINGS AND ANNUAL MEETING	​	​	​	​	14	​	​
​	BOARD COMMITTEES	​	​	​	​	14	​	​
​	TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS	​	​	​	​	16	​	​
​	EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS	​	​	​	​	17	​	​
​	EXECUTIVE SUMMARY	​	​	​	​	17	​	​
​	COMPENSATION OBJECTIVES AND PHILOSOPHY	​	​	​	​	24	​	​
​	ROLE OF THE HUMAN RESOURCES COMMITTEE AND EXECUTIVE COMPENSATION CONSULTANT	​	​	​	​	24	​	​
​	MARKET REFERENCE POINTS AND PEER GROUPS	​	​	​	​	24	​	​
​	PROCESS FOR DETERMINING EXECUTIVE COMPENSATION	​	​	​	​	26	​	​
​	ELEMENTS OF BALL’S EXECUTIVE COMPENSATION PROGRAM AND 2017 PERFORMANCE	​	​	​	​	27	​	​

​	SPECIFICS RELATED TO THE 2017 EXECUTIVE COMPENSATION ELEMENTS	​	​	​	​	30
​	OTHER EXECUTIVE COMPENSATION POLICIES AND GUIDELINES	​	​	​	​	37
​	TABLES AND NARRATIVES	​	​	​	​	38
​	SUMMARY COMPENSATION TABLE	​	​	​	​	39
​	GRANTS OF PLAN-BASED AWARDS TABLE	​	​	​	​	41
​	OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2017	​	​	​	​	43
​	OPTION EXERCISES AND STOCK VESTED IN 2017	​	​	​	​	44
​	NON-QUALIFIED DEFERRED COMPENSATION	​	​	​	​	45
​	PENSION BENEFITS	​	​	​	​	46
​	OTHER POTENTIAL POST-TERMINATION EMPLOYMENT BENEFITS	​	​	​	​	48
​	REPORT OF THE HUMAN RESOURCES COMMITTEE OF THE BOARD OF DIRECTORS	​	​	​	​	53
​	CEO PAY RATIO	​	​	​	​	53
​	DIRECTOR COMPENSATION	​	​	​	​	54
​	EQUITY COMPENSATION PLAN INFORMATION	​	​	​	​	55
​	REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS	​	​	​	​	55
​	VOTING ITEM 2—RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITOR	​	​	​	​	56
​	VOTING ITEM 3—ADVISORY (NON-BINDING) VOTE TO APPROVE EXECUTIVE COMPENSATION	​	​	​	​	57
​	SHAREHOLDER PROPOSALS FOR 2019 ANNUAL MEETING	​	​	​	​	59
​	SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE	​	​	​	​	59
​	HOUSEHOLDING	​	​	​	​	59
​	SOLICITATION AND OTHER MATTERS	​	​	​	​	60
​	EXHIBIT A—BALL CORPORATION BYLAWS	​	​	​	​	A-1

i

Wednesday, April 25, 2018
7:30 a.m., local time

10 Longs Peak Drive, Broomfield, Colorado 80021

The Annual Meeting of Shareholders of Ball Corporation will be held at the Corporation’s offices, 10 Longs Peak Drive, Broomfield, Colorado 80021-2510, on Wednesday, April 25, 2018, at 7:30 a.m. (MDT) for the following purposes:

1.

To elect three directors for three-year terms expiring at the Annual Meeting of Shareholders to be held in 2021;

​

2.

To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Corporation for 2018;

​

3.

To approve, by non-binding advisory vote, the compensation of the named executive officers (“NEOs”) as disclosed in the following Proxy Statement; and

​

4.

To consider any other business as may properly come before the meeting, although it is anticipated that no business will be conducted other than the matters listed above.

​

Only holders of common stock of record at the close of business on March 1, 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.

Your vote is important. You are urged to read the accompanying proxy materials carefully and in their entirety and submit your proxy as soon as possible so that your shares can be voted at the meeting in accordance with your instructions. You have a choice of submitting your proxy by the Internet or by telephone, or, if you request a paper copy of the materials, by mail.

By Order of the Board of Directors,
Charles E. Baker
Corporate Secretary

March 14, 2018
Broomfield, Colorado

BALL CORPORATION
10 Longs Peak Drive, Broomfield, Colorado 80021-2510

PROXY STATEMENT
March 14, 2018

ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD WEDNESDAY, APRIL 25, 2018

Important Notice Regarding the Availability of Proxy Materials
for the Annual Shareholder Meeting

The Proxy Statement, Form 10-K and Annual Report are Available
at http://materials.proxyvote.com

To Shareholders of Ball Corporation:

This Proxy Statement and the accompanying proxy are furnished to shareholders in connection with the solicitation by the Board of Directors of Ball Corporation (the “Corporation” or “Ball”) of proxies to be voted at the Annual Meeting of Shareholders (the “Annual Meeting”) to be held April 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, 2018.

Please submit your proxy as soon as possible so that your shares can be voted at the meeting. All properly completed proxies submitted by telephone or the Internet, and all properly executed written proxies returned by shareholders who request paper copies of the proxy materials, that are delivered pursuant to this solicitation, will be voted at the meeting in accordance with the directions given in the proxy, unless the proxy is revoked prior to completion of voting at the meeting. Only holders of record of shares of the Corporation’s common stock as of the close of business on March 1, 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.

Any Ball Corporation shareholder of record as of March 1, 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.

Similar instructions are included on the enclosed proxy card.

A shareholder of record of the Corporation may revoke a proxy in writing at any time prior to the meeting by sending written notice of revocation to the Corporate Secretary; by voting again by telephone; by voting via the Internet; by voting in writing if you requested your materials in paper copy; or by voting in person at the meeting.

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2

At the close of business on March 1, 2018, there were outstanding 350,551,810 shares of common stock. Other than 1,376 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.

Based on Schedule 13G filings with the Securities and Exchange Commission (“SEC”), the following table indicates the beneficial owners of more than 5% of the Corporation’s outstanding common stock as of December 31, 2017:

(1)

12,331,332 shares with sole voting power.
38,068,279 shares with sole dispositive power.
No shares with shared voting power and shared dispositive power.

​

(2)

489,384 shares with sole power to vote or direct to vote.
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.

​

Vanguard Fiduciary Trust Company (“VFTC”), a wholly owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 388,101 shares or 0.11% of the common stock outstanding of the Corporation as a result of its serving as investment manager of collective trust accounts.

Vanguard Investments Australia, Ltd. (“VIA”), a wholly owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 254,106 shares or 0.07% of the common stock outstanding of the Corporation as a result of its serving as investment manager of Australian investment offerings.

(3)

16,543,135 shares with shared voting power.
21,890,225 shares with shared dispositive power.
No shares with sole voting and dispositive power.

​

The securities reported by Wellington Management Group LLP, as parent holding company of certain holding companies and Wellington Investment Advisers, are owned of record by clients of Wellington Investment Advisors. Wellington Investment Advisors Holdings LLP controls directly or indirectly through Wellington Management Global Holdings, Ltd., Wellington Investment Advisors. Wellington Investment Advisors Holdings LLP is owned by Wellington Group Holdings LLP. Wellington Group Holdings LLP is owned by Wellington Management Group LLP.

(4)

18,486,362 shares with sole voting power.
21,337,588 shares with sole dispositive power.
No shares with shared voting power.
No shares with shared dispositive power.

​

3​

The following table lists the beneficial ownership of common stock of the Corporation of our director nominees, continuing directors, all individuals who served as either our Chief Executive Officer (“CEO”) or our Chief Financial Officer (“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, 2018.

(1)

​

(2)

​

(3)

​

(4)

These deferred shares or stock units are equivalent to an equal number of shares of common stock that have been deferred to the Ball Corporation Deferred Compensation Company Stock Plans, with no voting rights or dispositive investment power with respect to the underlying common stock prior to its issuance.

​

(5)

​

(6)

​

(7)

​

(8)

​

(9)

​

(10)

​

4

Pursuant to our 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 25, 2018, three persons are to be elected to serve as directors until the 2021 Annual Meeting of Shareholders. Unless otherwise instructed on the accompanying proxy, the persons named in the proxy intend to vote for nominees Robert W. Alspaugh, Michael J. Cave and Pedro Henrique Mariani to hold office as directors of the Corporation until the 2021 Annual Meeting of Shareholders (Class III), or, in each case, until his 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, any 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 any of the nominees will be unable to serve.

R. David Hoover, who has served as a director since 1996, has reached the retirement age for directors and therefore will not stand for re-election at the 2018 Annual Meeting. Hanno C. Fiedler, who has served as a director since 2002 and George M. Smart, who has served as a director since 2005, have also reached the retirement age for directors and will both retire at the time of the 2018 Annual Meeting. The Corporation wishes to express its sincere appreciation to Messrs. Hoover, Fiedler and Smart for their significant contributions to the Corporation and its shareholders during their long and distinguished tenure as directors, and in the case of Messrs. Hoover and Fiedler their significant contributions as Chairman, President and CEO, and as Senior Vice President and head of Ball Packaging Europe, respectively.

Under the Corporation’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 “against” than “for” votes are received, the Corporation’s Bylaws require the director to tender 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. For this vote, abstentions and broker nonvotes are considered neither votes “for” nor “against” and will not affect the outcome of the vote. Proxies may not be voted for a greater number of persons than the three named nominees.

Set forth for each director nominee in Class III and for each continuing director in Classes I and II is the director’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.

The Board of Directors recommends a vote “FOR” the election of each nominee for Director named.

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To Be Elected for a Term of Three Years Until the 2021 Annual Meeting (Class III)

Robert W. Alspaugh

Director since: 2008

Age: 71

Board Committees: Audit and Finance

Other Public Company Boards: Director, Autoliv, Inc., Stockholm, Sweden; VeriFone Systems, Inc., San Jose, California; and Triton International, Hamilton, Bermuda.

Mr. Alspaugh was the Chief Executive Officer for KPMG International from 2002 to 2005.

Specific qualifications, attributes, skills and experience: Mr. Alspaugh enjoyed a distinguished 35-year career with KPMG, with increasing responsibility, which culminated in his acting as Deputy Chairman and Chief Operating Officer of KPMG-U.S. from 1998 to 2002 and Chief Executive Officer of KPMG International from 2002 to October 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 three other public company boards, one in 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. 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. 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.

Michael J. Cave

Director since: 2014

Age: 57

Board Committees: Audit and Finance

Other Public Company Boards: Director, Esterline Technologies, Bellevue, Washington; Harley-Davidson, Inc., Milwaukee, Wisconsin; and Aircastle Limited, Stamford, Connecticut.

Mr. Cave was Senior Vice President, The Boeing Company, and President of Boeing Capital Corp. from 2010 to 2014, and served for many years in senior management positions at Boeing.

Specific qualifications, attributes, skills and experience: Mr. Cave served for 31 years in various managerial capacities for The Boeing Company. Most recently, Mr. Cave served as Senior Vice President and President of Boeing Capital Corp., a subsidiary of The Boeing Company, from 2010 to 2014. 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 Boeing’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.

6

Pedro Henrique Mariani

Director since: 2017

Age: 64

Board Committee: Finance

Other Company Boards: Chairman of the board, Banco BBM, a Brazilian financial institution and member of FEBRABAN (Brazilian Federation of Banks).

Specific qualifications, attributes, skills and experience: Mr. Mariani joined BBM Group in 1981, was elected to the executive committee of Banco BBM in 1983, and was appointed its chief executive officer in 1991. Currently, he is an executive officer and chairman of the board of directors at Banco BBM. Mr. Mariani was president of ANBID (Brazilian Association of Investment Banks) between 1996 and 2000, and was a member of the Brazilian Financial System Council from 1988 to 1996. 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.

Mr. Mariani has a 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 his financial acumen and knowledge of South America make him well qualified to serve as a board member.

7​

To Continue in Office Until the 2020 Annual Meeting (Class II)

John A. Hayes

Director since: 2010

Age: 52

Other Public Company Boards: None

Mr. Hayes has been Chairman, Ball Corporation since April 2013; President and Chief Executive Officer, Ball Corporation, since January 2011. He was President and Chief Operating Officer, January 2010 to January 2011; Executive Vice President and Chief Operating Officer, 2008 to 2010; President, Ball Packaging Europe and Senior Vice President, Ball Corporation, 2007 to 2008; Executive Vice President, Ball Packaging Europe and Vice President, Ball Corporation, 2005 to 2006; Vice President, Corporate Strategy, Marketing and Development, 2003 to 2005; Vice President, Corporate Planning and Development, 2000 to 2003; Senior Director, Corporate Planning and Development, 1999.

Specific qualifications, attributes, skills and experience: Prior to joining Ball Corporation in 1999, Mr. Hayes was a Vice President of Lehman Brothers Inc. and part of an investment banking team which focused on merger and acquisition and financing advice to several major companies, including the Corporation. At Ball, Mr. Hayes initially headed our corporate development and planning activities as Senior Director and then Vice President, Corporate Planning and Development, taking on the added responsibilities of marketing and new product development from 2003 to mid-2005. He then served as President of Ball Packaging Europe, which produced excellent financial results and strong revenue growth under his leadership. During 2008 and 2009, Mr. Hayes served as Ball’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’ extensive investment banking and leadership experience within Ball, including as CEO for the past seven years, make him well qualified to serve as a director.

Cathy D. Ross

Director since: 2017

Age: 60

Board Committees: Audit and Nominating/Corporate Governance

Other Public Company Boards: Director, Steelcase, Inc., Grand Rapids, Michigan; and Avon Products, Inc., Rye, New York.

Ms. Ross was chief financial officer and executive vice president, FedEx Express from 2010 until her retirement in July 2014. Prior to that, Ms. Ross was senior vice president and chief financial officer of FedEx Express from 2004 until 2010; and Vice President, Express Financial Planning from 1998-2004.

Specific qualifications, attributes, skills and experience: 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 she 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 University 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 her well qualified to serve as a director.

8

Theodore M. Solso

Lead Independent Director since: 2013

Director since: 2003

Age: 71

Board Committees: Human Resources and Nominating/Corporate Governance

Other Public Company Boards: Director, General Motors Company, Detroit, Michigan.

Mr. Solso was Chairman and Chief Executive Officer of Cummins Inc. from 2000 to 2011.

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. Solso’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.

Stuart A. Taylor II

Director since: 1999

Board Committees: Audit and Human Resources

Age: 57

Other Public Company Boards: Director, Hillenbrand, Inc., Batesville, Indiana; and Essendant, Inc., Deerfield, Illinois.

Mr. Taylor has been the Chief Executive Officer, The Taylor Group LLC, Chicago, Illinois, since June 2001; he was Senior Managing Director, Bear, Stearns & Co. Inc., Chicago, Illinois, 1999 to 2001.

Specific qualifications, attributes, skills and experience: Prior to starting his own private equity firm, Mr. Taylor spent 19 years in investment banking. The majority of that time was spent at Morgan Stanley in its Corporate Finance Department. In that capacity he executed a number of mergers and acquisitions and financings, including working with Ball in 1993 on the acquisition of Heekin Can Company. He also spent time at several other firms including Bear Stearns where he was a Senior Managing Director and Head of the Chicago office. In 2001, Mr. Taylor established The Taylor Group LLC, of which he is Chief Executive Officer, a successful investment company that primarily invests in small to mid-market businesses. Mr. Taylor has been a director of Ball since 1999, acted as our Presiding Director from 2004 to 2008 and chairs our Human Resources Committee. He is also a director of two other U.S.-based public companies. Mr. Taylor’s extensive experience as an investment banker, entrepreneurial investor and Ball Board member make him well qualified to serve as a director.

9​

To Continue in Office Until the 2019 Annual Meeting (Class I)

Daniel J. Heinrich

Director since: 2016

Age: 61

Board Committees: Audit and Nominating/Corporate Governance

Other Public Company Boards: Director, ARAMARK, Philadelphia, Pennsylvania; and Edgewell Personal Care Company, St. Louis, Missouri.

Mr. Heinrich was executive vice president and chief financial officer of The Clorox Company from 2003 to 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: Mr. Heinrich 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 member 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 for 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 California, 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 a director of our Corporation.

Georgia R. Nelson

Director since: 2006

Age: 68

Board Committees: Human Resources and Nominating/Corporate Governance

Other Public Company Boards: Director, Cummins Inc., Columbus, Indiana; TransAlta Corporation, Calgary, Alberta; 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.

Specific qualifications, attributes, skills and experience: Ms. Nelson has enjoyed a successful career in the energy industry, serving as a senior executive for several U.S. and international energy companies, including as President of Midwest Generation EME, LLC from April 1999 to June 2005 and General Manager of Edison Mission Energy Americas from January 2002 to June 2005. She has had extensive international experience as well as environmental 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 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. Previously Ms. Nelson served as a director of CH2M Inc. and on four other publicly traded company boards. Ms. Nelson’s leadership roles in global businesses, as well as her service on other company boards, clearly qualify her to serve as a director of our Corporation.

10

Cynthia A. Niekamp

Director since: 2016

Age: 58

Board Committees: Human Resources and Finance

Other Public Company Boards: Director of Magna International Inc., Toronto, Ontario. In the past five years, she also served on the board of Cooper Tire & Rubber Company.

Ms. Niekamp is a former senior executive of PPG Industries, Inc., having served from 2009 to 2016 as senior vice president of automotive coatings. Prior to that, she was president and general manager of TorqTransfer Systems at BorgWarner Inc.; senior vice president and chief financial officer at MeadWestvaco Corporation (now WestRock Company); and held various leadership roles at TRW, Inc. and General Motors Company.

Specific qualifications, attributes, skills and experience: 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 sizeable business with operations across 15 countries and more 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 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 has previously served on four other publicly traded company boards. She is also a NACD Board Leadership Fellow. Ms. Niekamp’s extensive management and board experience clearly qualify her to serve as a director of our Corporation.

11​

In April 2013, John A. Hayes was named Chairman of the Board, having been elected a director in 2010. In 2011, prior to his election as Chairman, Mr. Hayes was named President and Chief Executive Officer (“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.

Our Board of Directors is currently composed of Mr. Hayes, as well as 12 other directors, all of whom are independent 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.

Although the Corporation’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’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’s strategy. Pursuant to SEC and New York Stock Exchange (“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.

In accordance with NYSE requirements, our Audit Committee is responsible for overseeing the risk management function of the Corporation. While the Audit Committee has primary responsibility for overseeing risk management, the entire Board is involved in overseeing risk management for the Corporation. Additionally, each Board committee considers the specific risks within its area of responsibility. Our Internal Audit Department has, for many years, analyzed various areas of risk to the Corporation and has provided risk assessment and analysis to our Audit Committee. In 2007, the Corporation established a comprehensive Enterprise Risk Management process which is now supervised by our Senior Vice President and Chief Financial Officer, whereby key corporate and divisional risks are systematically identified and assessed on a regular basis. The results of this ongoing risk assessment are reported to our Audit Committee and to our Board at least annually.

One of the responsibilities of our Board of Directors is to evaluate the effectiveness of the Board and make recommendations involving its organization and operation. The Board annually conducts a robust self-evaluation process that is discussed at the January meeting of the Directors, following which the Chairman holds detailed one-on-one meetings with each Director to discuss the evaluations and any other matters raised by the Directors. We recognize that different board leadership structures may be appropriate for different companies and at different times. We believe our current leadership structure, with Mr. Hayes serving as Chairman, President and CEO, a Board with a majority of independent directors, an independent chairman for each of our standing Board committees, except Finance, and separate meetings of nonmanagement and independent directors, the latter led by the Lead Independent Director, provides the most effective form of leadership for our Corporation at this time. We believe that our directors provide effective oversight of risk management through the Board’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’s areas of responsibility.

Ball’s Nominating/Corporate Governance Committee consistently applies the principles of diversity and inclusion that are among our core values, in its consideration of candidates for Board positions. In addition to considering characteristics such as business and professional experience, education and skills, the Committee utilizes a robust director candidate review process that considers a variety of other characteristics, such as race, gender and 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 Nominees and Continuing Directors.”

12

To identify potential Board candidates, the Committee works with a globally-recognized consulting firm, providing particular guidelines and a matrix of 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.

Our Board embodies the principle of diversity. Over the past four years, the Corporation has added five new directors to the Board, each of whom has significantly enhanced the diversity of the Board of Directors of the Corporation, creating a stronger Board as a result. The Committee will continue to identify opportunities to strengthen the diversity of our Board when considering candidates in the future.

Corporate Governance Guidelines

The Board has established Corporate Governance Guidelines to comply with the relevant provisions of Section 303A of the NYSE Listed Company Manual (the “NYSE Listing Standards”). The Corporate Governance Guidelines are set forth on the Corporation’s Website at www.ball.com/investors under “Corporate Governance.” A copy may also be obtained upon request from the Corporation’s Corporate Secretary.

Policies on Business Ethics and Conduct

Ball established a Corporate Compliance Committee in 1993, which now consists of a focal point in each operating division and which is chaired by a designated Compliance Officer. The Committee provides quarterly reports to management and to the Audit Committee. The Committee also publishes a code of business ethics, which is in the form of the Business Ethics 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”) designed to establish principles requiring the highest level of ethical behavior toward achieving business success within the requirements of the law and the Corporation’s policies and ethical standards. The Business Ethics Code of Conduct and the Executive Officers and Directors Ethics Statement are set forth on the Corporation’s Website at www.ball.com/investors under “Corporate Governance” and then under “Highlights.” Copies may also be obtained upon request from the Corporation’s Corporate Secretary.

Director Training

All new directors receive orientation training soon after being elected to the Board. Continuing education programs are made available to directors including internal presentations, third-party presentations and externally offered programs. Five directors attended externally offered director training programs in 2017.

Communications With Directors

The Corporation has established means for shareholders or others to send communications to the Board. Persons interested in communicating with the Board, its individual directors or its committees may send communications in writing to the Corporate Secretary or the Chairman of the Board. The communication should be sent in care of the Corporate Secretary, Ball Corporation, by mail to P.O. Box 5000, Broomfield, Colorado 80038-5000 or facsimile transmission to 303-460-2691.

In accordance with the NYSE and SEC requirements, the Corporation has established additional means for interested parties to send communications to the Board and selected committees, which are described on the Corporation’s Website at www.ball.com/investors under “Corporate Governance.”

Shareholder proposals for inclusion in the Corporation’s proxy materials will continue to be handled and must be communicated as disclosed in this Proxy Statement under “Shareholder Proposals for 2019 Annual Meeting.”

Meetings of Nonmanagement and Independent Directors

The Board meets regularly and not less than four times per year. Nonmanagement directors meet regularly, usually in conjunction with a regular Board meeting. Independent directors meet at least annually. Theodore M. Solso serves as Lead Independent Director.

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Director Independence Standards

Pursuant to the NYSE Listing Standards, the Board has adopted a policy adhering to the director independence requirements of the NYSE in determining the independence of directors. These standards are described on the Corporation’s Website at www.ball.com/investors under “Corporate Governance.”

The Board has determined that a majority of the Board is independent. Based upon the NYSE independence standards, during 2017 each of the members of the Board was and currently is independent with the exception of Messrs. Hayes, Hoover and Mariani.

The members of the Board are expected to attend all meetings of the Board, relevant committee meetings and the Annual Meeting of Shareholders. The Board held five meetings during 2017. Every legacy director attended 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 2017 Annual Meeting. Mr. Mariani and Ms. Ross attended all Board and applicable committee meetings since their respective appointments.

The Board has an Audit Committee, Nominating/Corporate Governance Committee, Human Resources Committee and Finance Committee.

Audit Committee

The primary purpose of the Audit Committee is to assist the Board in fulfilling its responsibilities to oversee management’s conduct and the integrity of the Corporation’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”); (5) the Internal Audit Department; and (6) the Corporation’s risk management. The Audit Committee is also responsible for engaging and evaluating the Corporation’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.

Members of the Audit Committee are Messrs. Alspaugh, Cave, Fiedler, Heinrich and 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 nine times during 2017.

The Report of the Audit Committee is set forth later in this Proxy Statement. The Committee has considered the non-audit services provided during 2017 and 2016 by the independent auditor as disclosed below and determined the services were compatible with maintaining the auditor’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’s independence.

Audit Fees and Services

The following table represents fees for professional services rendered by PricewaterhouseCoopers LLP, the Corporation’s independent auditor, for 2017 and 2016. Audit fees included the audit of the Corporation’s annual Consolidated Financial Statements, reviews of quarterly reports and the auditor’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 acquisitions and divestitures, audits of employee benefit plans, audits of carve-out financial statements, and pending accounting pronouncements. Tax fees consisted principally of tax compliance matters related to tax audits, return preparation fees and fees for tax consultations.

14

The Audit Committee’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’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 2017 and 2016 for services that were provided by PricewaterhouseCoopers LLP.

A copy of the Audit Committee Charter is set forth on the Corporation’s Website at www.ball.com/investors, under “Corporate Governance.”

Nominating/Corporate Governance Committee

The Nominating/Corporate Governance Committee is responsible for assisting the Board in fulfilling its responsibility to identify qualified individuals to become Board members; recommending to the Board the selection of Board nominees for the next Annual Meeting of Shareholders; addressing the independence and effectiveness of the Board by advising and making recommendations on matters involving the organization and operation of the Board, Corporate Governance Guidelines and directorship practices; overseeing the evaluation of the Board and its committees; and reviewing and assessing the Corporation’s sustainability activities and performance. The Nominating/Corporate Governance Committee utilizes the standards set forth below for considering director nominees.

Members of the Nominating/Corporate Governance Committee are Messrs. Fiedler, Heinrich, Smart and Solso and 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 2017.

The Board has established a process whereby nominees for the Board may be submitted by members of the Board, the CEO, shareholders and any other persons. The Committee considers these recommended candidates in light of criteria set forth below.

The Committee will seek candidates who meet at a minimum the following criteria: (1) have sufficient time to attend or otherwise be present at Board, relevant Board committee and Shareholders’ meetings; (2) will subscribe to Ball Corporation’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 interest 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.

As further described in the Board Diversity section on page 12, the Committee will apply the principles of diversity in consideration of candidates. The Committee utilizes third-party consultants to identify and screen candidates on a confidential basis for service on the Board. The Committee will also determine 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 most

15​

qualified nominees suited to serve as a director while attempting to ensure that a majority of the Board is independent and, where needed, to meet the NYSE and SEC requirements for financial literacy, accounting or financial management expertise or audit committee financial expert status.

The Nominating/Corporate Governance Committee will consider candidates recommended by shareholders in accordance with the Corporation’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 or facsimile transmission to 303-460-2691.

The Nominating/Corporate Governance Committee received no recommendations for candidates as nominees for the Board from a security holder or group of security holders that beneficially owned more than 5% of the Corporation’s voting common stock for at least one year as of the date of the recommendation.

A copy of the Nominating/Corporate Governance Committee Charter is set forth on the Corporation’s Website at www.ball.com/investors under “Corporate Governance.”

Human Resources Committee

The primary purpose of the Human Resources Committee is to assist the Board in fulfilling its responsibilities related to the evaluation and compensation of the CEO and overseeing the compensation of the other executive officers of the Corporation; approving the Corporation’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.

Members of the Human Resources Committee are Messrs. Smart, Solso and Taylor, and 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 2017. A copy of the Human Resources Committee Charter is set forth on the Corporation’s Website at www.ball.com/investors under “Corporate Governance.”

Finance Committee

The Finance Committee assists the Board in fulfilling its responsibility to oversee management in the financing and related risk management of the Corporation, the status of the Corporation’s retirement plans and insurance policies and the Corporation’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.

The members of the Finance Committee are Messrs. Alspaugh, Cave, Hoover and Mariani (who joined the Committee in December 2017) and Ms. Niekamp. The Committee met four times during 2017. A copy of the Finance Committee Charter is set forth on the Corporation’s Website at www.ball.com/investors under “Corporate Governance.”

Ball Corporation has adopted a policy with respect to transactions with related persons requiring its executive officers and directors to comply with all SEC and NYSE requirements concerning transactions between the Corporation and “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’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 Website, as indicated in the section “Policies on Business Ethics and Conduct” on page 13 herein.

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2017

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2016

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% Growth

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Revenue (net sales)

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$11.0 billion

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$9.1 billion

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20.9%

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Net Earnings (comparable basis)

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$728.0 million

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$563.0 million

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29.3%

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Free Cash Flow**

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$922.0 million

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($412.0 million)

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—

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EVA® Generated

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$240.4 million

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$198.6 million

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21.0%

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Closing Stock Price on December 31

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$37.85

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$37.535

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0.8%

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Diluted Earnings Per Share (comparable basis)

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$2.04

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$1.74

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17.2%

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​	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:	​	​	​		​
​	• Growing earnings before interest and taxes (“EBIT”) by maximizing value in existing businesses, expansion into new markets and products through internal capital investments, and merger and acquisition activities; ​	​	​
​	• Maximizing free cash flow; ​	​	​
​	• Disciplined and balanced capital allocation; and ​	​	​
​	• Generating incremental Economic Value Added (“EVA®”) over our internally used 9% after-tax hurdle rate, which is above our weighted average cost of capital (“WACC”), and over time leads to a higher share price and shareholder returns. ​	​	​	​

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Compensation Element

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Basis for Performance Measurement

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Alignment with Principle of Pay-for-Performance

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Page

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Short-Term Annual Cash Compensation

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Base Salary

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Individual performance and contribution based on primary duties and responsibilities

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Competitive compensation element required to recruit and retain top executive talent; pay for primary duties and responsibilities

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Economic Value Added (EVA®) Annual Incentive Plan

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EVA® Growth (net operating profit after-tax, less a cost of capital charge)

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Measures the increase in actual economic value generated by the business

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Long-Term Incentives (Cash)

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Long-Term Cash Incentive Plan (“LTCIP”)

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• ROAIC ​ • Relative TSR vs. S&P 500 subset ​

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Rewards ROAIC performance above a target rate set above Ball’s WACC and shareholder returns that outperform the market

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Long-Term Incentives (Equity)

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Stock Options/Stock-Settled Stock Appreciation Rights (“SARs”)

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Stock Price Appreciation

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Rewards absolute stock price growth over time

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Performance Contingent Restricted Stock Units (“PC-RSUs”)

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• Absolute EVA® Dollars Growth ​ • Stock Price ​

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Builds executive ownership with stock unit awards that vest contingent upon the achievement of absolute EVA® dollar growth relative to compound growth rate targets over a 3-year period

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Restricted Stock/RSUs

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Stock Price

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Granted from time-to-time, generally in connection with the promotion or recruitment of individuals to facilitate ownership and retention

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Other One-Time Incentives to Drive a Successful Integration and an Ownership-Based Culture

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Special Acquisition-Related Incentive Program (“SAIP”)

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• Cumulative EVA® Dollars ​ • Cumulative Cash Flow ​ • Stock Price ​

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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

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Deposit Share Program (“DSP”)

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Stock Price

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Promotes an employees-as-owners culture by making available a deposit share opportunity, but only in exchange for the recipient voluntarily investing in and holding shares of Ball Corporation common stock

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Compensation Element

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2017 Performance Achievement

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2017 Pay Outcome

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Annual Cash Compensation

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Economic Value Added (“EVA®”) Annual Incentive

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For Ball’s Consolidated Plan, the actual EVA® generated in excess of Ball’s internal 9% after-tax hurdle rate for fiscal year 2017 of $240.4 million exceeded our $186.3 million EVA® incentive plan target by $54.1 million. The actual EVA® generated in the Global Beverage Packaging business also exceeded its EVA® incentive plan target.

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Payout was at 162% of target for all NEOs except Mr. Fisher whose payout was 187% of target.

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Compensation Element

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2017 Performance Achievement

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2017 Pay Outcome

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Long-Term Incentives (Equity)

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Performance-Contingent RSUs (“PC-RSUs”) 2015-2017 Period

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Actual EVA® generated was $240.4 million compared to the target of  $214.5 million. With absolute EVA® dollars growing at greater than an 8% compound annual growth rate over the 3-year performance period, a maximum performance result was achieved.

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PC-RSUs granted in 2015 vested for all NEOs on January 31, 2018, at amounts that were 200% of target, based on the actual EVA® growth relative to target.

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Long-Term Incentives (Cash)

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Long-Term Cash Incentive Plan (“LTCIP”) 2015-2017 Period

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Actual 3-year average ROAIC of 12.0% exceeded the target of 9.0%. Relative TSR versus the S&P 500 subset was at the 57th percentile, which exceeded the target of 50th percentile.

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All of our NEOs received LTCIP payout equal to 164.8% of target, based on the blended ROAIC and TSR performance relative to targets.

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​	​	Officers	​	​	​	Title	​	​
​	​	John A. Hayes	​	​	​	President and CEO since 2011, elected Chairman in 2013	​	​
​	​	Scott C. Morrison	​	​	​	SVP and CFO since 2010	​	​
​	​	Daniel W. Fisher	​	​	​	SVP and COO, Global Beverage Packaging since 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	​	​

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The primary objective of the Corporation’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’ financial interests with those of the shareholders. The program is mainly designed to:

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Promote a culture of management owners whose financial interests are aligned with those of the Corporation’s shareholders;

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Pay-for-performance, such that total compensation reflects the individual performance of executives and the absolute and relative performance of the Corporation; and

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•

Efficiently manage the potential stock dilution, cash flow, tax and reported earnings implications of executive compensation, consistent with the other objectives of the program.

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Target total compensation is composed of base salary, annual EVA® incentive compensation and long-term incentive compensation in the form of both cash and equity. In support of the Corporation’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.

In addition to promoting share ownership, the Corporation’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.

The Committee oversees the administration of the executive compensation program and determines the compensation of the executive officers of the Corporation. The Committee is solely composed of nonmanagement directors, all of whom meet the independence requirements of the NYSE. Furthermore, the Committee has retained an independent consultant (the “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’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’s independence in 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.

When benchmarking compensation to the competitive market, we use two market reference points for our executive officers. This two-pronged approach provides a spectrum of relevant information on executive compensation levels, practices and trends in the marketplace.

The primary market reference point (“General Industry”) reflects the broad talent market in which we compete. The critical skills required by the Corporation’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.

The secondary market reference point (“Peer Group”) is composed of companies within the containers and packaging, food, household durable and nondurable goods, industrial 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 15 companies with fiscal-annual revenues ranging from 0.4x to 2.5x Ball’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.

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In developing the Peer Group, the Consultant used objective, quantitative financial and industry criteria, as well as qualitative criteria regarding the nature of our business operations. Specifically, the Consultant used the following principles and criteria in identifying the Peer Group companies:

For 2017, our Peer Group included the companies below, reflecting the removal of Bemis, Greif, Molson Coors, Silgan Holdings and Sonoco Products, and the addition of Alcoa, General Mills, Kellogg, Nucor and Sherwin-Williams. The Committee approved these adjustments in the third quarter of 2016 to better reflect the increased size and broader global footprint of the Company following the Rexam acquisition.

There were no changes made to this Peer Group in 2017 and, as a result, this same Peer Group will be used for all 2018 NEO pay decisions.

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The chart below illustrates the Corporation’s relative positioning compared to the 2017 Peer Group on relevant financial metrics, which reflect the financial impact of the 2016 Rexam acquisition.

Ball Market Capitalization, Revenue and Net Income as
Compared to the Peer Group

The Committee reviews and adjusts executive target total compensation levels, including long-term incentive levels in January of each year.

The Corporation begins the annual process by reviewing each executive officer’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’s Executive Compensation Department when preparing such reports.

Additionally, the Consultant creates tally sheets for each executive outlining each executive’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’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.

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The CEO’s target total compensation package is set by the Committee during an executive session based on the Committee’s review of the competitive information and recommendation prepared by the Consultant, assessment of the CEO’s individual performance in conjunction with the financial and operating performance of the Corporation and appropriate business judgment.

A recommendation for the target total compensation of the Corporation’s other executive officers, including the CFO and other NEOs, is made by the CEO after reviewing the executive’s and the Corporation’s business performance in conjunction with the executive’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’s individual job responsibilities, experience and overall performance, along with appropriate business judgment.

The Committee may also adjust an executive’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.

The primary elements of the Corporation’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.

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When determining our executive target total compensation decisions in January 2017, the Committee took into account the Corporation’s operating and financial performance in 2016, which resulted in a total return to shareholders of 4.0%, based on stock price appreciation plus reinvested dividends, compared to a 12.0% return of the S&P 500 and the 16.5% return of the Dow Jones Containers and Packaging Index. The Corporation also increased EVA® dollars from $167.9 million in 2015 to $198.6 million in 2016, which represents an after-tax return on average invested capital of 11.5% over a larger average invested capital base. The Committee also recognized that all NEOs contributed to the many other successes of the Corporation, including: (1) successful completion of the Rexam acquisition and 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) investing capital to meet global high single-digit volume growth for specialty beverage containers, (4) expanding our global reach by completing investments in metal beverage facilities in Monterrey, Mexico, and Myanmar, as well as an extruded aluminum aerosol facility in India, (5) leveraging our global capabilities in metal manufacturing, and (6) successfully delivering multiple aerospace technologies and instruments to government and commercial customers throughout 2016 which improved year-over-year financial performance. During 2016, the Company was again recognized 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, 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.

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Base Salary

Base salary levels are set on the basis of factors such as job responsibilities, the CEO’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 for Determining Executive Compensation,” which included an analysis of external market data, prepared by the Consultant and approved salary increases for all NEOs in late January 2017, with changes effective retroactively to January 1, 2017.

Annual Incentive

This short-term annual pay-for-performance incentive is used to encourage and reward the NEOs for making decisions that improve performance as measured by EVA®. It is designed to produce sustained shareholder value by establishing a direct link between EVA® improvement and incentive compensation. EVA® was selected as the measure for Ball’s Annual Incentive Compensation Plan because it has been demonstrated to correlate management’s incentive with share price growth and shareholder returns. EVA® is calculated by subtracting a charge for the use of invested capital from net operating profit after-tax as illustrated below:

Generating profits in excess of both operating and capital costs (debt and equity) creates EVA® dollars. If EVA® improves, value has been created.

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.

The Corporation’s and/or operating 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® performance relative to the established EVA® target. For any one year, the EVA® target is equal to the sum of the prior year’s target EVA® plus one-half the amount of the prior year’s EVA® gain or shortfall relative to the prior year’s EVA® target and is calculated as follows:

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Improvement in 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 an internal 9% after-tax “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’s actual cost of capital.

For a given year, a payout at 100% of target annual incentive compensation is achieved when actual EVA® is equal to the 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’s consolidated plan, a payout of 0% is realized when actual EVA® is $174 million less than targeted EVA®. A payout of 200% or greater may be achieved if actual EVA® is $87 million or higher than target 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 $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 2017, the Corporation’s consolidated actual EVA® performance exceeded our EVA® target by $54.1 million and resulted in a payout of 162% of target, as shown below:

Mr. Fisher’s EVA® target was based on a combination of his respective operating unit’s financial and EVA® goals and the Corporation’s consolidated plan; however, due to the competitively sensitive nature of such financial metrics, these values have been excluded.

Target Incentive Percentages and 2017 Incentive Paid—A target incentive opportunity is established each year as a percentage of an executive’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 2017 target incentive opportunity for Messrs. Hayes, Morrison and Baker and Ms. Pauley was dependent upon the Corporation’s consolidated EVA® performance; whereas for Mr. Fisher, 80% was dependent upon the EVA® performance of the Global Beverage Packaging operating unit and 20% dependent upon the Corporation’s consolidated EVA® performance. The table below summarizes for each NEO the 2017 target incentive opportunity as compared to the actual incentive paid as a result of the year’s strong EVA® performance. The value paid may include a one-third increment of a prior bank balance.

Certain U.S.-based executives, including the 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 Deferred Compensation” section.

Long-Term Incentives

This element of compensation is designed to provide ownership and cash opportunities to promote the achievement of longer term financial performance goals and enhanced TSR. The Corporation’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.

For 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” section) and the Corporation’s financial and operating performance.

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The long-term incentive awards provide value only if the Corporation achieves positive stock price and financial performance. This emphasis on long-term compensation, through performance-based long-term cash and equity awards, ensures a strong continued alignment with the Corporation’s executive ownership and shareholder value creation objectives.

Performance-Based Cash Awards—The Corporation’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’s TSR and ROAIC are considered in determining the amount, if any, of awards earned under the Corporation’s LTCIP. Performance is measured on a cumulative basis over a three-year performance period. Awards pursuant to the LTCIP are generally made on an annual basis such that three performance periods overlap. Any actual award earned is paid at the end of the three-year performance period. During 2017, there were three overlapping periods:

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The LTCIP provides executives the opportunity to earn awards based on a combination of two performance measures. One-half of the award is based on the Corporation’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 period 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 period with the average daily closing price and dividends prior to the start of the performance period relative to the distribution of the equivalent TSRs during the performance period 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’s net operating profit after-tax over the relevant performance period 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’s estimated WACC. The target, minimum and maximum performance requirements are as follows:

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.

Each NEO’s incentive opportunity is established by considering external long-term incentive market data and the Corporation’s internal pay equity. Each NEO’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’s long-term incentives remain consistent with competitive market practices.

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The executive’s award for any given performance period is calculated as follows:

For the 2017-2019 performance period, the fixed target dollar incentive opportunities awarded in early 2017 to the NEOs, and reported in the “Grants of Plan-Based Awards Table,” are as follows:

For the 2015-2017 performance period, the incentive opportunities for the NEOs were as follows:

As a result of the Corporation’s actual performance for the 2015-2017 performance period of 57th percentile TSR and 12.0% ROAIC, cash payouts (made in early 2018) to the NEOs are 164.8% of the target opportunities and reported in the “Summary Compensation Table.”

Equity-Based Awards—The Corporation’s equity awards may be provided through various forms (SARs, Incentive Stock Options (“ISOs”), Non-Qualified Stock Options (“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’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’s roles, responsibilities and performance.

In January 2017, the Committee approved the award of SARs and PC-RSUs to the 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% SARs and 40% PC-RSUs). The number and/or value of the equity awarded in 2017 to the NEOs is reported in the “Summary Compensation Table” and the “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.

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Stock-Settled SARs and Stock Options: SARs, ISOs and/or NQSOs are granted in order to reward executives for the creation of shareholder value, and will only provide value to executives if the price of the Corporation’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’s common stock on the date of grant.

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Performance-Contingent RSUs: PC-RSUs are granted in order to promote share ownership through the achievement of defined multiyear performance goals that enhance shareholder value and align with the Corporation’s Drive for 10 vision. The performance measure is a future target value of the Corporation’s absolute EVA® dollars generated in excess of Ball’s 9% after-tax hurdle rate. The future dollar absolute EVA® target value is calculated by increasing the prior year actual EVA® dollars generated in excess of the 9% after-tax hurdle rate by a compound annual growth rate of

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4% over the three-year 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 prior year-end achieved absolute EVA® dollars. In this case, even though we would have continued to generate positive 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® dollars at an aggressive compound annual growth rate of 8% over the three years of the 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 periods overlap. Any actual award earned is paid at the end of the three-year performance period. During 2017, there were three overlapping periods:

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2015-2017—PC-RSUs were granted in 2015, completed at the end of 2017, and vesting took place in early 2018. The actual EVA® generated was $240.4 million compared to our compound growth rate target of  $214.5 million and 200% of all granted units for that three-year period vested for the NEOs. The PC-RSUs vested in January 2018 and the value realized on vesting will be reported in the “Option Exercises and Stock Vested Table” in 2019.

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2016-2018—PC-RSUs were granted in 2016. This is in process and will complete at the end of 2018 and vesting will occur in early 2019, if the performance measure is attained. The target, minimum and maximum performance requirements for the 2016-2018 award are as follows:

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2017-2019—PC-RSUs were granted in 2017. This is in process and will complete at the end of 2019 and vesting will occur in early 2020, if the performance measure is attained. The target, minimum and maximum performance requirements for the 2017-2019 award are as follows:

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Restricted Stock or RSUs: The Committee or CEO may also grant restricted stock or RSUs generally in connection with the promotion or recruitment of individuals to facilitate ownership and retention. Pursuant to the provisions of the Amended and Restated 2013 Stock and Cash Incentive Plan, the Committee delegated to the CEO the authority to grant up to a maximum of 10,000 restricted shares or RSUs to any one individual in a calendar year, except the CEO may not make such grants to officers of the Corporation. Any such grant is ratified by the Committee at the first Committee meeting following such grant. Grants made are generally effective at the closing stock price on the day of the grant or may be effective at the closing stock price on a specific day in the future as defined by the Committee or the CEO. As an example, the future grant of a restricted stock award may be approved pending the effective date of a promotion, employment or a specific date. These awards generally vest in either 20% or 25% increments on each annual anniversary of the grant date. These grants serve as a long-term incentive element, promote share ownership and may provide an executive retention incentive.

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Other One-Time Incentives to Drive a Successful Integration and an Ownership-Based Culture

These elements of compensation are designed to provide ownership, align priorities of management and shareholders and to ensure success of acquisitions. For example, after an acquisition, management is focused on driving shareholder value through the identification of synergies, executing value capture initiatives, and ultimately generating additional EVA® and cash flow through the newly combined business, which are often motivated through the use of these one-time incentives.

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Special Acquisition-Related Incentive Program (“SAIP”): In conjunction 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 the

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financial metrics, these values have been excluded. The actual payout will be between 0% and 200% of the target award for each employee, with performance between minimum, target and maximum being extrapolated to determine the payout factor.

For sake of clarity, the Company felt it important to communicate the SAIP award eligibility shortly after the close of the Rexam transaction and considers these awards as having been granted in 2016. However, due to the cumulative nature for the entire 3 1/2-year performance period, the cumulative EVA® 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 SAIP values being reported for NEOs in this proxy statement are simply the recognition of the awards communicated in 2016.

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Deposit Share Program (“DSP”): Introduced in 2001, the Corporation may from time-to-time grant restricted stock or RSUs pursuant to the DSP. This program is used with the intent to further drive an ownership culture, especially among new leaders that may have had little-to-no Ball stock ownership, and to further align leadership focus with shareholder interests. Under this program, a participant receives one matching RSU for every acquired common stock share newly attained and held by the participant (either in the open market, through the exercise 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. Essentially, the Company is providing an incentive only if a participant should choose to newly invest in the Company. As long as a participant continues to hold their newly acquired shares, the RSUs will cliff vest four years from the date of grant; or, if stock ownership guidelines are met, 30% of the 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. RSUs granted pursuant to the DSP are made on the 15th day of each month following the participant’s submission of adequate documentation to the Corporation detailing the acquisition of the newly acquired shares.

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To engage the significant number of new leaders within Ball after the Rexam transaction, the Committee approved opportunities under the DSP to our NEOs and select members of the broader management team in July 2016. For sake of clarity, while the DSP opportunities were communicated to eligible NEOs and other select managers in 2016, participants may acquire common shares and receive grants of restricted stock units under this DSP offering until May 2018. DSP activity reported in this proxy statement for the NEOs simply reflects the execution of the award opportunity communicated in 2016. No new opportunities were awarded to the NEOs in 2017.

Retirement Benefits

The Corporation strives for overall benefits to be competitive with the market. The 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.

Included in these benefits for the U.S. salaried employees are the annual pension accruals under the qualified pension plan (“Salaried Pension 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’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”) and a multiplier that is based on service.

The 401(k) savings plan is a tax-qualified defined contribution plan that allows U.S. salaried employees, including the 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.

Certain executives, including the 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”). 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” section.

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The Corporation’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.

Additionally, the Corporation provides a deferred compensation benefit to certain U.S. 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.

Plan Terms and Procedures

In 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® Incentive Compensation Plan, which are administered by the Committee. The 2013 Stock and Cash Incentive Plan was 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) in an equivalent manner.

Risk Assessment

The Committee continually reviews the relationship between risk and reward in our compensation programs; both through recurring in-depth reviews and ongoing review of any program changes as they occur. At this time, the Committee does not believe that these compensation programs encourage excessive or inappropriate risk. The Corporation’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.

The Committee’s executive compensation Consultant conducted a thorough risk assessment of our executive compensation programs in 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’s compensation programs and processes that pose material risk to the Corporation. The basis for the Consultant’s conclusion is that the Corporation’s incentive plans and processes are well designed, diversified and appropriately structured to mitigate risk without diluting incentives for high performance.

Stock Ownership Guidelines

Consistent with its stock ownership philosophy, the Corporation has established guidelines for senior management. The 2017 stock ownership guidelines (minimum requirements) are as follows:

As of December 31, 2017, all executive officers including the NEOs 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 all have met their ownership guidelines with the exception of Ms. Ross, who joined the Board in October 2017 and is in the process of attaining shares within the required period.

Anti-Hedging Policy

The Corporation does not allow an executive or director to lock in some or all of any company share price appreciation, which would neutralize the economic risk associated with holding Ball Corporation common stock. However, executives and directors are permitted to use contracts to purchase or sell Ball Corporation common stock including pursuant to SEC

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Rule 10b5-1, subject to preapproval and applicable rules. Put and call options and other hedging transactions involving Corporation stock (including selling the stock “short”) are not permitted.

Severance and Change in Control Benefits

The NEOs are covered by arrangements that specify payments in the event the executive’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’s employment is terminated as specified in each of the agreements. Further discussion is provided in the “Other Potential Post-Termination Employment Benefits” section.

Accounting and Tax Considerations

When establishing pay elements or associated programs, the Committee reviews projections of the estimated pro forma expense and tax impact of all material elements of the executive compensation program. Generally, an accounting expense is accrued over the requisite service period of the particular pay element, which in many cases is equal to the performance period, and the Corporation realizes a tax deduction upon payment to and/or realization by the executive.

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 “Summary Compensation 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. 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.

In April 2017, the Committee approved one new deferred compensation plan for nonmanagement Directors that incorporates rules applicable to non-qualified deferred compensation as provided by Code Section 409A regulations.

Beginning January 1, 2006, the Corporation began accounting for stock-based awards including current and prior year stock options, SARs, restricted stock and RSUs in accordance with the requirements of Topic 718, which addresses accounting for stock compensation.

In December 2005, the Committee approved three new deferred compensation plans that incorporate rules applicable to non-qualified deferred compensation as provided by Code Section 409A regulations. In 2008, the Corporation reviewed and updated all plans and agreements to conform to Code Section 409A final regulations.

Code Section 280G considerations related to tax reimbursements made to executives for taxes on amounts paid in the event of termination following a change in control are discussed in the narrative to the “Other Potential Post-Termination Employment Benefits” section.

TABLES AND NARRATIVES

Set forth on the following pages are tables showing, for the CEO, CFO and the three other highest paid executive officers of the Corporation, the following: (1) fiscal year 2017 elements of compensation in summary form; (2) equity and non-equity incentives awarded in 2017; (3) outstanding stock options and stock awards held as of December 31, 2017; (4) the value realized on stock options or SARs exercised and stock awards that vested during 2017; (5) information regarding non-qualified deferred compensation; (6) projected pension benefit values; and projections for other potential post-termination benefits. The “Director Compensation Table” summarizes the fiscal year 2017 elements of compensation for the Corporation’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  17, which explains the Corporation’s compensation objectives and philosophy, its process for determining executive compensation and a description of the elements of compensation.

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SUMMARY COMPENSATION TABLE

The “Summary Compensation Table” represents all fiscal year 2017 elements of compensation for the Corporation’s NEOs including:

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Fair value of PC-RSU and/or other RSU awards granted in 2017, including the one-time awards under the SAIP, calculated in accordance with Topic 718, and

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For additional information regarding the SAIP awards, please refer to the “Other One-Time Incentives to Drive a Successful Integration and an Ownership-Based Culture” sections of this proxy.

The 2017 payout factors used to determine the amounts earned for the Annual EVA® Incentive Compensation Plan and LTCIP for the NEOs are provided in the “2017 Performance Outcome” column under “Elements of Ball’s Executive Compensation Program and 2017 Performance.”

In addition to these elements of compensation, the table also presents the change in 2017 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’s predecessor deferred compensation plans provide for an interest rate that is equal to the Moody’s Seasoned Corporate Bond Index (“Moody’s”) and in some plans, an interest rate that is 5 percentage points higher than 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’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.

The “All Other Compensation” column represents the sum of the values of:

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Corporation-paid insurance premiums, and

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Company match of securities purchases pursuant to the Corporation’s broad-based Employee Stock Purchase Plan (“ESPP”).

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The individual values are disclosed in the “All Other Compensation Table” that follows the “Summary Compensation Table.”

Details regarding post-termination compensation are discussed in the section entitled “Other Potential Post-Termination Employment Benefits.”

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Summary Compensation Table

(1)

Reflects the fair value of PC-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’s Annual Report on Form 10-K in Notes 1 and 17 to the Consolidated Financial Statements for fiscal year ended December 31, 2017. At the maximum number, the values for 2017 PC-RSUs are: Mr. Hayes $4,799,945; Mr. Morrison $1,160,000; Mr. Fisher $800,042; Mr. Baker $639,942, and Ms. Pauley $680,005; and values for 2016 PC-RSUs are: Mr. Hayes $4,619,993; Mr. Morrison $1,072,010; Mr. Fisher $359,981; Mr. Baker $540,037, and Ms. Pauley $515,977.

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As noted on pages 22 and 35, although SAIP PRSUs were granted in 2016, they are considered granted in 2017 for accounting purposes and are included in the above Summary Compensation Table. The assumptions used in the calculation of these amounts are included in the Corporation’s Annual Report on Form 10-K in Notes 1 and 17 to the Consolidated Financial Statements for fiscal year ended December 31, 2017. At the maximum number, the values for SAIP PRSUs are: Mr. Hayes $3,871,235; Mr. Morrison $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 each NEO’s anticipated contribution to the integration of the Rexam business and the execution of ancillary opportunities.

(2)

Reflects the fair value of ISO or SAR equity awards granted for each reported year, calculated in accordance with Topic 718. The assumptions used in the calculation of these amounts are included in the Corporation’s Annual Report on Form 10-K in Notes 1 and 17 to the Consolidated Financial Statements for fiscal year ended December 31, 2017.

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(3)

Includes payouts from the Annual Incentive Compensation Plan and LTCIP, which were earned in 2017 and paid or deferred in 2018. The detail for each NEO is as follows:

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Mr. Hayes—Annual Incentive Compensation Plan $2,771,854; LTCIP $1,812,800; no portion of the annual incentive was deferred in February 2018.

Mr. Morrison—Annual Incentive Compensation Plan $939,212; LTCIP $412,000; and $100,000 of the annual incentive was deferred in February 2018.

Mr. Fisher—Annual Incentive Compensation Plan $735,580; LTCIP $131,840; and $125,000 of the annual incentive was deferred in February 2018.

Mr. Baker—Annual Incentive Compensation Plan $571,852; LTCIP $206,000; and $100,000 of the annual incentive was deferred in February 2018.

Ms. Pauley—Annual Incentive Compensation Plan $577,285; LTCIP $204,352; no portion of the annual incentive was deferred in February 2018.

(4)

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Mr. Hayes—$276,042 aggregate change in pension value and $6,454 above-market earnings on deferred compensation.

Mr. Morrison—$157,742 aggregate change in pension value.

Mr. Fisher—$68,121 aggregate change in pension value.

Mr. Baker—$156,598 aggregate change in pension value and $32,801 above-market earnings on deferred compensation.

Ms. Pauley—$150,913 aggregate change in pension value and $988 above-market earnings on deferred compensation.

The change in pension value includes benefit accruals during 2017 and the impact of changes in assumptions from December 31, 2016, to December 31, 2017. The discount rate for this time period decreased from 3.87% to 3.46%, which increases the present value of the pension benefits.

(5)

May include the value of financial planning services, the incremental cost for the personal use of the corporate aircraft, the value of executive physical examinations, employer contributions to 401(k), employer contributions to the 2005 Deferred Compensation Company Stock Plan, employer paid disability insurance premiums and the value of the Corporation’s match for the ESPP. Additional information for all is included in the “All Other Compensation Table” below.

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All Other Compensation Table

(1)

Includes the costs for financial planning services for Mr. Morrison of  $10,000 and Ms. Pauley of  $7,500, and the incremental costs for the personal use of the corporate aircraft for Mr. Hayes of  $28,581 and Mr. Morrison of  $890.

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(2)

The incremental costs of the personal use of our corporate aircraft are determined based on the variable operating costs to the Corporation, 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 change based on usage.

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The “Grants of Plan-Based Awards Table” summarizes the plan-based awards granted by the Corporation to the NEOs during 2017, which includes the following:

•

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•

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•

Fair value of PC-RSUs for the 2017-2019 three-year performance period and/or other RSUs, calculated in accordance with Topic 718, and

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•

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Awards made under the Annual EVA® Incentive Compensation Plan are determined based on 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.

Awards under the LTCIP are granted on an annual basis and are determined based on the Corporation’s TSR relative to the subset of S&P 500 companies described in the CD&A as well as the Corporation’s ROAIC. The award made in 2017 is for the three-year performance period beginning January 1, 2017, and ending December 31, 2019.

PC-RSUs were granted to the NEOs in 2017. The awards will cliff vest after the performance period if the Corporation’s performance measure and basis for the degree of vesting of the units, which is based on a future target value of absolute EVA® dollars generated in excess of Ball’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 2017 have a potential outcome to the executive from 0% to 200%. SARs were granted to the NEOs in 2017. The awards vest annually in 25% increments starting on the first anniversary of the date of grant. If the price of the Corporation’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.

As described under “Other One-Time Incentives to Drive a Successful Integration and an Ownership-Based Culture,” a DSP opportunity was provided to the NEOs in 2016. While the DSP opportunities were communicated to eligible NEOs and other select managers in 2016, participants may acquire common shares and receive grants of restricted stock units under this DSP offering until May 2018. DSP activity reported in this table for the NEOs simply reflects the execution in 2017 of the award opportunity communicated in 2016. No new opportunities were awarded to NEOs in 2017. As long as the executive continues to hold the newly acquired shares, the RSUs will cliff vest four years from the date of grant; or, if stock ownership guidelines are met, 30% of the shares or units will vest at the end of the second year and third year and 40% will vest at the end of the fourth year.

Dividends or dividend equivalents, for RSUs granted prior to April 26, 2017, are paid quarterly on the number of unvested restricted shares or RSUs accounted for on the record date used for determining dividends payable to shareholders and at the same dividend rate as paid to shareholders. Dividend equivalents related to PC-RSUs granted pursuant to the 2013

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Stock and Cash Incentive Plan will be accrued and paid only if the performance condition is achieved and the restrictions on the units lapse. 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.

The vesting of plan-based awards may be accelerated as described in the narrative to the “Other Potential Post-Termination Employment Benefits Table.”

Grants of Plan-Based Awards Table