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Crown Holdings, Inc Crown Holdings, Inc. One Crown Way Philadelphia, Pennsylvania 19154 ________________________ NOTICE OF 2014 ANNUAL MEETING OF SHAREHOLDERS ________________________ NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of CROWN HOLDINGS, INC. (“Company”) will be held at the Company’s office located at One Crown Way, Philadelphia, Pennsylvania on the 24th day of April 2014 at 10:00 a.m. to elect Directors; to ratify the appointment of independent auditors for the fiscal year ending December 31, 2014; to conduct a non-binding say-on-pay advisory vote on the compensation of Named Executive Officers as disclosed in this Proxy Statement; if properly presented, to consider and act upon two Shareholder proposals; and to transact such other business as may properly come before the Annual Meeting. Only Shareholders of Common Stock of record as of the close of business on March 4, 2014 will be entitled to vote. By Order of the Board of Directors WILLIAM T. GALLAGHER Senior Vice President, Secretary & General Counsel Philadelphia, Pennsylvania March 19, 2014 Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on April 24, 2014: The Proxy Statement and Proxy Card relating to the Annual Meeting of Shareholders and the Annual Report to Shareholders are available at http://investors.crowncork.com/phoenix.zhtml?c=85121&p=proxy Crown Holdings, Inc. One Crown Way Philadelphia, Pennsylvania 19154 ________________________ PROXY STATEMENT 2014 Annual Meeting of Shareholders QUESTIONS AND ANSWERS ABOUT THE 2014 ANNUAL MEETING Why am I receiving these materials? designated by the Company to act as Proxies to vote your shares at the Annual Meeting. The Board is The Company is providing you this Proxy asking you to allow any of the persons named as Statement, the accompanying Proxy Card and a Proxies on the Proxy Card (all of whom are Officers copy of our Annual Report for the year ended of the Company) to vote your shares at the Annual December 31, 2013, containing audited financial Meeting. The Proxies must vote your shares in the statements, in connection with our Annual Meeting manner you instruct. of Shareholders or any adjournments or postponements of the Annual Meeting. The Who is entitled to vote? Meeting will be held on April 24, 2014 at 10:00 a.m. at the Company’s office located at One Crown Only Shareholders as of the close of business on Way, Philadelphia, Pennsylvania. As a Shareholder March 4, 2014 (“Record Date”) are entitled to of the Company, you are cordially invited to attend receive notice of, to attend and to vote at the Annual the Annual Meeting and are entitled and requested Meeting or any adjournment or postponement of the to vote on the matters described in this Proxy Annual Meeting. Each Shareholder has one vote Statement. The accompanying Proxy is solicited on per share on all matters to be voted on. As of the behalf of the Board of Directors of the Company. Record Date, there were 138,407,590 shares of We are mailing this Proxy Statement and the Common Stock outstanding. accompanying Proxy Card and Annual Report to our Shareholders on or about March 19, 2014. What is the difference between holding shares as a Shareholder of record and as a beneficial owner? What is a Proxy? If your shares are registered directly in your name A Proxy is your legal designation of another person with Wells Fargo Shareowner Services, the to vote the shares that you own in accordance with Company’s stock transfer agent, you are considered your instructions. The person you appoint to vote the Shareholder of record with respect to those your shares is also called a Proxy. On the Proxy shares. Card you will find the names of the persons 2 If your shares are held in an account at a brokerage How does the Board of Directors recommend that firm, bank or trust as custodian on your behalf, you I vote? are considered the beneficial owner of these shares. Your shares are registered on the Company’s books The Board of Directors recommends that you vote in the name of the brokerage firm, bank or trust, or your shares: their nominee. Shares held in this manner are commonly referred to as being held in “street • “FOR” each of the nominees for election to name.” As the beneficial owner of the shares, you the Board have the right to direct your broker, bank or trustee how to vote your shares by using the vote • “FOR” the ratification of the appointment instruction card sent to you along with this Proxy of PricewaterhouseCoopers LLP as the Statement. You also are invited to attend the Company’s independent auditors for 2014 Annual Meeting. However, because a beneficial owner is not the Shareholder of record, you may not • “FOR” the approval of the non-binding vote these shares in person at the Annual Meeting advisory resolution on the compensation of unless you obtain a legal proxy from the broker, the Named Executive Officers as disclosed bank or trust giving you the right to vote the shares in this Proxy Statement at the Annual Meeting. • “AGAINST” the Shareholder proposal What proposals will be voted on at the Annual regarding executive stock retention Meeting? • “AGAINST” the Shareholder proposal Shareholders will vote on five proposals at the regarding executive retirement benefits Annual Meeting: What happens if additional matters are presented • The election of Directors at the Annual Meeting? • The ratification of the appointment of the Other than the items of business described in this Company’s independent auditors for the Proxy Statement, we are not aware of any other fiscal year ending December 31, 2014 business to be acted upon at the Annual Meeting. If you grant a Proxy to the persons named on the • A non-binding say-on-pay advisory vote on Proxy Card, they will have the discretion to vote the compensation of the Named Executive your shares in their best judgment with respect to Officers as disclosed in this Proxy Statement any additional matters properly brought before the Annual Meeting in accordance with Pennsylvania • A Shareholder proposal regarding executive law and the Company’s By-Laws. Moreover, if for stock retention any reason any of our nominees is not available as a candidate for Director, the persons named as • A Shareholder proposal regarding executive Proxies will vote the Proxies for any other candidate retirement benefits who may be nominated by the Board. The Company will also consider any other business that properly comes before the Annual Meeting in accordance with Pennsylvania law and the Company’s By-Laws. 3 How do I vote my shares? name of a brokerage firm and you do not provide voting instructions, that firm can vote your shares You may vote your shares by Proxy or in person. with respect to the ratification of the appointment of You may vote by Proxy by: independent auditors, as this matter is considered routine under the applicable New York Stock • telephone, using the toll-free number listed Exchange (“NYSE”) rules. All other matters to be on your Proxy Card or vote instruction card voted on at this year’s Annual Meeting are not or considered routine, and your broker cannot vote your shares on those matters without your • the Internet, at the web address provided on instruction. the cover page of this Proxy Statement or on your Proxy Card or vote instruction card or The Company urges you to instruct your broker, bank or trust on how to vote your shares. • marking, signing, dating and mailing your Proxy Card or vote instruction card and What are “broker non-votes”? returning it in the envelope provided. If you return your signed Proxy Card or vote A broker non-vote occurs when a brokerage firm instruction card but do not mark the holding shares for a beneficial owner does not vote boxes showing how you wish to vote, your on a particular proposal because the beneficial shares will be voted FOR Proposals 1 owner has not given voting instructions to the through 3 and AGAINST Proposals 4 and broker. The NYSE rules, to which brokers are 5. subject, direct that certain matters submitted to a vote of shareholders are “routine” items and You may also vote in person at the Annual Meeting generally permit brokers to vote on these “routine” if you are a Shareholder of record. If a brokerage matters in their discretion on behalf of beneficial firm, bank or trust holds your shares in street name, owners who have not furnished voting instructions. you must obtain a legal proxy from that firm before Brokers may not vote on “non-routine” proposals you can vote the shares in person at the Annual unless they have received voting instructions from Meeting. the beneficial owner. To the extent that they have not received voting instructions when voting their The deadline for voting by telephone or clients’ shares with respect to routine proposals, electronically through the Internet is 11:59 p.m. brokers report their clients’ shares as “non-votes” Central Time, April 23, 2014. with respect to such non-routine matters. Under current NYSE rules, only Proposal 2 (ratification of Will my shares be voted if I do not provide my auditors) in this Proxy Statement is a routine item. Proxy? What constitutes a quorum? It depends on whether your shares are registered directly in your own name or are held on your The presence, in person or by Proxy, of behalf in street name by a brokerage firm, bank or Shareholders entitled to cast a majority of votes will trust.
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