O I GLASS INC (OI)
Sector: Materials
2026 Annual Meeting Analysis
O I GLASS INC · Meeting: May 13, 2026
Directors FOR
3
Directors AGAINST
7
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of 10 Directors
Against Analysis
Chapin has served since 2020, giving him full overlap with OI's severe 3-year stock decline of -54.4% against a peer group median of +20.5% — a gap of -74.9 percentage points, well above the 20-point trigger threshold for negative absolute TSR; the 5-year gap of -49.1pp also exceeds the 20pp threshold, so the 5-year mitigant does not apply, confirming a sustained underperformance record.
Clark has served since 2022, giving him meaningful overlap with OI's 3-year stock decline of -54.4% against a peer group median of +20.5% — a gap of -74.9 percentage points, far exceeding the 20-point trigger; the 5-year check does not save him because the same threshold is breached over five years, confirming sustained underperformance.
Hardie has served as a director since 2015 and as CEO since May 2024, giving him long tenure overlapping OI's 3-year stock decline of -54.4% against a peer group median of +20.5% — a gap of -74.9 percentage points well above the 20-point trigger; the 5-year gap of -49.1pp also exceeds the threshold, so no mitigant applies; this AGAINST vote on him as a director is independent of the Say on Pay assessment.
Humphrey has served since 2018 and as Independent Board Chair since 2024, giving him full overlap with OI's severe 3-year stock decline of -54.4% against a peer group median of +20.5% — a gap of -74.9 percentage points, far above the 20-point trigger; the 5-year gap of -49.1pp also exceeds the threshold, confirming sustained multi-year underperformance with no mitigant.
Nair has served since 2013, giving him full overlap with OI's 3-year stock decline of -54.4% against a peer group median of +20.5% — a gap of -74.9 percentage points, far above the 20-point trigger; the 5-year gap of -49.1pp also exceeds the threshold, so the mitigant does not apply, confirming sustained long-term underperformance.
Slater has served since 2020 and chairs the Compensation Committee, giving her full overlap with OI's 3-year stock decline of -54.4% against a peer group median of +20.5% — a gap of -74.9 percentage points, well above the 20-point trigger; the 5-year gap of -49.1pp also exceeds the threshold, confirming sustained underperformance with no mitigant.
Williams has served since 2014, giving her full overlap with OI's 3-year stock decline of -54.4% against a peer group median of +20.5% — a gap of -74.9 percentage points, far above the 20-point trigger; the 5-year gap of -49.1pp also exceeds the threshold, confirming sustained multi-year underperformance with no mitigant.
For Analysis
Garza y Garza joined in 2025 and has served fewer than 24 months, making him exempt from the stock performance trigger under policy; he brings relevant financial and beverage-industry expertise as a former CFO of FEMSA.
Mackay joined in 2025 and has served fewer than 24 months, making him exempt from the stock performance trigger under policy; he brings substantial financial expertise as a former CFO of GlaxoSmithKline and HSBC.
Phyfer joined in 2024 and has served fewer than 24 months, making her exempt from the stock performance trigger under policy; she brings relevant manufacturing and consumer products expertise.
Seven of ten director nominees — including the CEO, Board Chair, Compensation Committee Chair, and four other long-tenured directors — qualify for AGAINST votes because OI's stock has fallen 54.4% over three years while the company's own peer group of industrial and packaging companies gained 20.5% on average, a gap of nearly 75 percentage points that far exceeds the policy's 20-point trigger for directors serving during a period of negative absolute returns. The same underperformance persists over five years, so the policy's mitigant does not reduce any votes. Three newer directors (Garza y Garza, Mackay, Phyfer) are exempt because they joined within the past 24 months.
Say on Pay
✗ AGAINSTCEO
Gordon J. Hardie
Total Comp
$11,462,530
Prior Support
66%%
The 2025 Say on Pay vote received only approximately 66% support — below the policy's 70% threshold — and while the company conducted shareholder outreach and reaffirmed that legacy arrangements affecting the former CEO will not recur, the core pay program was retained without structural changes, which does not constitute a sufficiently visible response to a significant vote shortfall. Beyond the prior-vote trigger, OI's stock fell 54.4% over three years while the company's own peer group gained 20.5% on average, yet the CEO received above-target incentive payouts (109.8% of STI target and equity grants valued at $7.7 million), representing a classic disconnect between what shareholders experienced and what executives were paid. The pay program has strong structural features — 89% at-risk pay for the CEO, clawback policy, double-trigger change-in-control provisions — but the combination of a failed prior Say on Pay vote without adequate structural remediation and clear pay-for-performance misalignment over a multi-year period warrants an AGAINST vote.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy text provided does not include the auditor fee table or EY's tenure disclosure, so the non-audit fee ratio and tenure triggers cannot be evaluated; under policy, when tenure is not disclosed we do not assume a No vote, and without confirmed fee data we cannot apply the independence ratio test — the default vote is FOR, with absence of disclosed tenure noted as a minor negative factor. EY is a Big 4 firm appropriate for a company of OI's size and complexity.
Overall Assessment
OI's 2026 annual meeting ballot raises serious governance concerns: seven of ten director nominees receive AGAINST votes due to OI's stock losing more than half its value over three years while peers gained over 20%, and the Say on Pay proposal also receives an AGAINST vote because last year's vote fell below 70% support and the company did not make structural changes to its pay program despite that signal, compounding an already problematic pay-for-performance disconnect. Three newer directors and the auditor ratification receive FOR votes, with the auditor determination limited by incomplete fee and tenure data in the provided filing text.
Compensation Peer Group
19 companies disclosed in 2026 proxy filing