Crown (CCK) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting is scheduled for May 1, 2025, with shareholders voting on four key proposals, including director elections, auditor ratification, executive compensation, and a shareholder proposal on political spending transparency.

• Only shareholders of record as of March 11, 2025, are eligible to vote, with multiple voting methods available until April 30, 2025.

• The Board recommends voting for all director nominees, for auditor ratification and executive compensation, and against the shareholder proposal on political spending.

Voting matters and shareholder proposals

• Four proposals: election of nine directors, ratification of PricewaterhouseCoopers LLP as independent auditors, advisory vote on executive compensation, and a shareholder proposal on political spending transparency.

• The Board recommends voting for the first three proposals and against the shareholder proposal.

• The shareholder proposal on political spending transparency received 48% support in 2024 but is opposed by the Board, citing adequate existing controls and disclosure.

Board of directors and corporate governance

• Nine director nominees, eight of whom are independent; six joined in the last six years as part of a board refreshment process.

• The Board is diverse, with three female directors and one African American director.

• Board committees (Audit, Compensation, Nominating and Corporate Governance) are composed solely of independent directors.

• Annual election of all directors, mandatory retirement policy, proxy access, and no supermajority voting requirement for by-law amendments.

• Shareholder right to call special meetings and prohibition on poison pills.