8-K
filed December 13, 2022, 6:59 PM ET
ticker CCK
CIK 0001219601
leadership
confidence high
sentiment positive
materiality 0.85
Crown Holdings appoints two Icahn designees to Board, terminates poison pill
CROWN HOLDINGS, INC.
- Icahn Enterprises (owns 8.5% of CCK) gets Jesse Lynn and Andrew Teno appointed to Board, effective immediately.
- Board expands to 13 directors; Icahn agrees to standstill and voting commitments with customary provisions.
- Rights Agreement (poison pill) expires on Dec 13, 2022, accelerated from original Nov 6, 2023 expiration.
- Bylaws amended to grant shareholders right to call special meetings and update universal proxy and forum selection.
- Company will include Icahn designees in its slate for election at the 2023 Annual Meeting.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jesse Lynn was appointed as member of the Board at CROWN HOLDINGS, INC..
- Action
- appointed
- Role
- member of the Board
Exact text from the filing
On December 12, 2022, pursuant to the Agreement, the Board appointed each of Andrew Teno and Jesse Lynn to serve as a member of the Board effective immediately.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Andrew Teno was appointed as member of the Board at CROWN HOLDINGS, INC..
- Action
- appointed
- Role
- member of the Board
Exact text from the filing
On December 12, 2022, pursuant to the Agreement, the Board appointed each of Andrew Teno and Jesse Lynn to serve as a member of the Board effective immediately.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
CROWN HOLDINGS, INC.: Amended and restated bylaws effective December 12, 2022, updating special meeting rights, universal proxy rules, and forum selection clause (effective 2022-12-12).
- Change
- bylaw amendment
- Effective
- 2022-12-12
Exact text from the filing
Effective December 12, 2022, the Board amended and restated the Company’s Amended and Restated By-Laws.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
CROWN HOLDINGS, INC. entered into Director Appointment and Nomination Agreement with Carl C. Icahn and the persons and entities listed therein, (collectively, the "Icahn Group") (effective 2022-12-12).
- Action
- entry
- Counterparty
- Carl C. Icahn and the persons and entities listed therein, (collectively, the "Icahn Group")
- Effective
- 2022-12-12
Exact text from the filing
On December 12, 2022, Crown Holdings, Inc. (the “ Company ”) entered into a Director Appointment and Nomination Agreement (the “ Agreement ”) with Carl C. Icahn and the persons and entities listed therein, (collectively, the “ Icahn Group ”)
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
CROWN HOLDINGS, INC. amended Rights Agreement Amendment with Equiniti Trust Company, as Rights Agent (effective 2022-12-13).
- Action
- amendment
- Counterparty
- Equiniti Trust Company, as Rights Agent
- Effective
- 2022-12-13
Exact text from the filing
On December 13, 2022, the Company entered into the Amendment No. 1 to the Rights Agreement (the “ Rights Agreement Amendment ”) with Equiniti Trust Company, as Rights Agent
View on SEC.gov
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