8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 24, 2022

CROWN HOLDINGS, INC.

(Exact name of Registrant as specified in its charter)

Pennsylvania	000-50189	75-3099507
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

770 Township Line Road

Yardley, Pennsylvania 19067

(215) 698-5100

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Not Applicable

(Former name or former address, if changed since last report)

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

Title of each class	Trading Symbols	Name of each exchange on which registered
Common Stock $5.00 Par Value	CCK	New York Stock Exchange
7 3/8% Debentures Due 2026	CCK26	New York Stock Exchange
7 1/2% Debentures Due 2096	CCK96	New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 24, 2022, Crown Holdings, Inc. (the “Company”) announced that Marsha C. Williams was elected to serve on the Board of Directors of the Company (the “Board”), effective on March 1, 2022.

Ms. Williams has served as Senior Vice President and Chief Financial Officer of Orbitz Worldwide, Inc. and as Executive Vice President and Chief Financial Officer of Equity Office Properties Trust.

It is expected that Ms. Williams will be appointed to the Board’s Compensation Committee. Ms. Williams will receive the same compensation that the other directors who are not employees of the Company receive for Board and committee membership, as described in the Company’s proxy statements filed with the U.S. Securities and Exchange Commission.

There are no arrangements between Ms. Williams and any other person pursuant to which Ms. Williams was appointed to serve as a director of the Company, nor are there any transactions in which the Company is a participant in which Ms. Williams has a direct or indirect material interest.

Item 9.01. Financial Statements and Exhibits

(c) Exhibits.

The following is furnished as an exhibit to this report.

99. 1	Crown Holdings, Inc. press release dated February 24, 2022.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: March 1, 2022

CROWN HOLDINGS, INC.
By:	/s/ Christy L. Kalaus
Name:	Christy L. Kalaus
Title:	Vice President and Corporate Controller

EX-99.1

Exhibit 99.1

News Release Corporate Headquarters 770 Township Line Road Yardley, PA 19067

CROWN HOLDINGS, INC. ELECTS MARSHA C. WILLIAMS

TO ITS BOARD OF DIRECTORS

Yardley, PA – February 24, 2022. Crown Holdings, Inc. (NYSE: CCK) announced today that Marsha C. Williams has been elected to the Company’s Board of Directors effective on March 1, 2022.

Ms. Williams served as Senior Vice President and Chief Financial Officer of Orbitz Worldwide, Inc. Prior to that, she served as Executive Vice President and Chief Financial Officer of Equity Office Properties Trust, among other senior financial and operations roles over her career.

Ms. Williams is a graduate of Wellesley College and holds a Masters of Business Administration in Finance and Accounting from the University of Chicago Graduate School of Business. She serves as Chairperson of the Board of Modine Manufacturing Company, which designs, manufactures, and tests heat transfer products for a wide variety of applications and markets, and as Lead Director of Fifth Third Bancorp.

John W. Conway, Chairman of the Board, commented, “We are very pleased to welcome Marsha to the Board. We will benefit from her broad range of executive and board experience in finance, operations and strategy. “

About Crown Holdings, Inc.

Crown Holdings, Inc., through its subsidiaries, is a leading global supplier of rigid packaging products to consumer marketing companies, as well as transit and protective packaging products, equipment and services to a broad range of end markets. World headquarters are located in Yardley, Pennsylvania. For more information, visit www.crowncork.com.

For more information, contact:

Kevin C. Clothier, Senior Vice President and Chief Financial Officer, (215) 698-5281, or

Thomas T. Fischer, Vice President, Investor Relations and Corporate Affairs, (215) 552-3720

XML

Document and Entity Information	Feb. 24, 2022
Document And Entity Information [Line Items]
Entity Registrant Name	CROWN HOLDINGS INC
Amendment Flag	false
Entity Central Index Key	0001219601
Document Type	8-K
Document Period End Date	Feb. 24, 2022
Entity Incorporation State Country Code	PA
Entity File Number	000-50189
Entity Tax Identification Number	75-3099507
Entity Address, Address Line One	770 Township Line Road
Entity Address, City or Town	Yardley
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	19067
City Area Code	215
Local Phone Number	698-5100
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Common Stock $5.00 Par Value
Trading Symbol	CCK
Security Exchange Name	NYSE
M 738 Debentures Due 2026 [Member]
Document And Entity Information [Line Items]
Security 12b Title	7 3/8% Debentures Due 2026
Trading Symbol	CCK26
Security Exchange Name	NYSE
M 712 Debentures Due 2096 [Member]
Document And Entity Information [Line Items]
Security 12b Title	7 1/2% Debentures Due 2096
Trading Symbol	CCK96
Security Exchange Name	NYSE