---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-22-303785"
form_type: "8-K"
ticker: "CCK"
cik: "0001219601"
company_name: "CROWN HOLDINGS, INC."
filed_at: "2022-12-13T23:59:59+00:00"
generated_at: "2026-06-21T05:11:54.984444+00:00"
event_type: "leadership"
sentiment: "positive"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

# Crown Holdings appoints two Icahn designees to Board, terminates poison pill

## Summary
- 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.

## SEC filing metadata
- accession: 0001193125-22-303785
- form_type: 8-K
- ticker: CCK
- cik: 0001219601
- company_name: CROWN HOLDINGS, INC.
- filed_at: 2022-12-13T23:59:59+00:00
- event_type: leadership
- sentiment: positive
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 1.01, 3.03, 5.02, 5.03, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1219601/000119312522303785/0001193125-22-303785-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1219601/000119312522303785/d417285d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-22-303785
- JSON: https://secwatch.observer/filing/0001193125-22-303785.json
- Plain text: https://secwatch.observer/filing/0001193125-22-303785.txt

## Key facts
- Executive change
  Jesse Lynn was appointed as member of the Board at CROWN HOLDINGS, INC..
  - Action: appointed
  - Role: member of the Board
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1219601/000119312522303785/0001193125-22-303785-index.htm
- Executive change
  Andrew Teno was appointed as member of the Board at CROWN HOLDINGS, INC..
  - Action: appointed
  - Role: member of the Board
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1219601/000119312522303785/0001193125-22-303785-index.htm
- Governance Changes
  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
  source text: Effective December 12, 2022, the Board amended and restated the Company’s Amended and Restated By-Laws.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1219601/000119312522303785/0001193125-22-303785-index.htm
- Material Agreements
  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
  source text: 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 ”)
  evidence_url: https://www.sec.gov/Archives/edgar/data/1219601/000119312522303785/0001193125-22-303785-index.htm
- Material Agreements
  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
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1219601/000119312522303785/0001193125-22-303785-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.