UNITED STATES OF AMERICA

BEFORE THE FEDERAL TRADE COMMISSION

COMMISSIONERS: Lina M. Khan, Chair 

Rebecca Kelly Slaughter

Christine S. Wilson 

Alvaro M. Bedoya

__________________________________________

)

In the Matter of ) DECISION AND ORDER

) Docket No.

O-I Glass, Inc., )

a corporation. )

__________________________________________)

DECISION

The Federal Trade Commission initiated an investigation of certain acts and practices of 

O-I Glass, Inc. (“O-I” or “Respondent”). The Commission’s Bureau of Competition prepared 

and furnished to Respondent the Draft Complaint, which it proposed to present to the 

Commission for its consideration. If issued by the Commission, the Draft Complaint would 

charge Respondent with violations of Section 5 of the Federal Trade Commission Act, as 

amended, 15 U.S.C. § 45.

Respondent and the Bureau of Competition executed an Agreement Containing Consent 

Order (“Consent Agreement”) containing (1) an admission by Respondent of all the 

jurisdictional facts set forth in the Draft Complaint, (2) a statement that the signing of said 

Consent Agreement is for settlement purposes only and does not constitute an admission by 

Respondent that the law has been violated as alleged in the Draft Complaint, or that the facts as 

alleged in the Draft Complaint, other than jurisdictional facts, are true, (3) waivers and other 

provisions as required by the Commission’s Rules, and (4) a proposed Decision and Order.

The Commission considered the matter and determined that it had reason to believe that 

Respondent has violated the said Act, and that a complaint should issue stating its charges in that 

respect. The Commission accepted the Consent Agreement and placed it on the public record for 

a period of 30 days for the receipt and consideration of public comments; at the same time, it 

issued and served its Complaint. The Commission duly considered any comments received from 

interested persons pursuant to Commission Rule 2.34, 16 C.F.R. § 2.34. Now, in further 

conformity with the procedure described in Rule 2.34, the Commission makes the following 

jurisdictional findings:

1. Respondent O-I Glass, Inc. is a corporation organized, existing, and doing business 

under, and by virtue of, the laws of the State of Delaware with its executive offices and 

principal place of business located at One Michael Owens Way, Plaza 1, Perrysburg, OH 

43551.
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2. The Commission has jurisdiction of the subject matter of this proceeding and over 

Respondent, and the proceeding is in the public interest.

ORDER

I. Definitions

IT IS HEREBY ORDERED that, as used in this Order, the following definitions shall 

apply: 

A. “O-I” or “Respondent” means O-I Glass, Inc., its directors, officers, employees, agents, 

representatives, successors, and assigns; the joint ventures, subsidiaries, partnerships, 

divisions, groups, and affiliates controlled by O-I Glass, Inc., and the respective directors, 

officers, employees, agents, representatives, successors, and assigns of each.

B. “Commission” means the Federal Trade Commission.

C. “Agreement” means any agreement, contract, understanding, or provision or term thereof, 

whether express or implied, written or unwritten.

D. “Employee” means a Person employed by, previously employed by, or in the process of 

being employed by, Respondent in the United States as specified in Appendix A.

E. “Noncompete Agreement” means an Agreement between O-I and an Employee that 

restricts or restrains the right or ability of the Employee to seek or accept employment 

with any Person, to operate a business, or otherwise to compete with O-I for any period 

of time after the conclusion of the Employee’s employment with O-I.

F. “Person” means both natural and artificial persons, including but not limited to, 

corporations, partnerships, and unincorporated entities.

II. Injunction

IT IS FURTHER ORDERED that Respondent, in connection with its activities in or 

affecting commerce, as “commerce” is defined in Section 4 of the Federal Trade Commission 

Act, 15 U.S.C. § 44, shall cease and desist from, directly or indirectly, entering or attempting to 

enter into, maintaining or attempting to maintain, enforcing or attempting to enforce, or

threatening to enforce a Noncompete Agreement or communicating to an Employee or any 

prospective or current employer of that Employee that the Employee is subject to, a Noncompete 

Agreement. 
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III. Notice to Employees

IT IS FURTHER ORDERED that Respondent shall: 

A. No later than 30 days from the date this Order is issued, deliver to each Employee who is, 

or as of November 23, 2021 was, party to a Noncompete Agreement a letter in the form 

of Appendix B and a copy of this Order.

B. No later than 30 days from the date this Order is issued, and continuing for the duration 

of this Order, post a clear and conspicuous notice in the documentation, electronic or 

otherwise, provided to each new Employee upon hire that states: 

“IMPORTANT: Your employment with O-I in this position is not and will not be subject 

to a noncompete provision. This means that once you stop working for O-I: 

• You may seek or accept a job with any company or person – even if they compete 

with O-I. 

• You may run your own business – even if it competes with O-I.

• You may compete with O-I at any time following your employment with O-I.”

IV. Compliance Obligations

IT IS FURTHER ORDERED that Respondent shall:

A. No later than 10 days after the date on which this Order is issued: (a) take all steps 

necessary to void and nullify all existing Noncompete Agreements and notify 

Commission staff in writing that all existing Noncompete Agreements are voided and 

nullified, once completed; and (b) not require any Employee who is party to an existing 

Noncompete Agreement to pay back any remuneration or otherwise to be penalized as a 

result of the voided and nullified Noncompete Agreement.

B. No later than 30 days after the date on which this Order is issued, provide a copy of this 

Order and the Complaint to each of Respondent’s directors, officers, and employees with 

responsibility for hiring or recruitment in the United States. 

C. For a period of 10 years from the date this Order is issued, provide a copy of this Order 

and the Complaint to any Person who becomes a director, officer, or employee of 

Respondent with responsibility for hiring or recruitment in the United States, and provide 

such copies within 30 days of the commencement of such Person’s employment or term 

as a director or officer.

D. Require each Person to whom a copy of this Order is furnished pursuant to Paragraph 

IV.B and IV.C above to sign and submit to Respondent within 30 days of the receipt 

thereof a statement that (1) represents that the undersigned has read the Order, and (2) 

acknowledges that the undersigned has been advised and understands that non-
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compliance with the Order may subject Respondent to penalties for violation of the 

Order.

E. Retain documents and records sufficient to record Respondent’s compliance with its 

obligations under Section IV of this Order.

V. Compliance Reports

IT IS FURTHER ORDERED that Respondent shall file verified written reports

(“Compliance Reports”) in accordance with the following:

A. Respondent shall submit:

1. Interim Compliance Reports 30 days after the date this Order is issued, and every 

60 days thereafter for a period of one year; 

2. Annual Compliance Reports one year after the date this Order is issued, and 

annually for the next 9 years on the anniversary of that date; and

3. Additional Compliance Reports as the Commission or its staff may request.

B. Each Compliance Report shall contain sufficient information and documentation to 

enable the Commission to determine independently whether Respondent is in compliance

with this Order. Conclusory statements that Respondent has complied with its

obligations under the Order are insufficient. Respondent shall include in its reports, 

among other information or documentation that may be necessary to demonstrate 

compliance, (1) a full description of the measures Respondent has implemented and plans

to implement to comply with each paragraph of this Order, including a list of all persons 

who received the notice required by Section IV of this Order, together with proof of 

service of the notice; and (2) upon the Commission’s request, a copy of any employment 

agreement (apart from a collective bargaining agreement) Respondent enters or 

implements in the United States after execution of the Consent Agreement.

C. For a period of 5 years after filing a Compliance Report, Respondent shall retain all 

material written communications with each party identified in each Compliance Report as 

required by Paragraph IV.B and all non-privileged internal memoranda, reports, and 

recommendations concerning fulfilling Respondent’s obligations under this Order during 

the period covered by such Compliance Report. Respondent shall provide copies of these 

documents to Commission staff upon request.

D. Respondent shall verify each Compliance Report in the manner set forth in 28 U.S.C. §

1746 by the Chief Executive Officer or another officer or employee specifically 

authorized to perform this function. Respondent shall file its Compliance Reports with

the Secretary of the Commission at ElectronicFilings@ftc.gov and the Compliance 

Division at bccompliance@ftc.gov; as required by Commission Rule 2.41(a), 16 C.F.R. § 

2.41(a). 
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VI. Change in Respondent

IT IS FURTHER ORDERED that Respondent shall notify the Commission at least 30 

days prior to:

A. The dissolution of O-I Glass, Inc.;

B. The acquisition, merger, or consolidation of O-I Glass, Inc.; or

C. Any other change in Respondent, including assignment and the creation, sale, or 

dissolution of subsidiaries, if such change might affect compliance obligations arising out 

of this Order. 

VII. Access

IT IS FURTHER ORDERED that, for the purpose of determining or securing 

compliance with this Order, and subject to any legally recognized privilege, and upon written 

request and upon 5 days’ notice to Respondent, Respondent shall, without restraint or 

interference, permit any duly authorized representative of the Commission:

A. Access, during business office hours of the Respondent and in the presence of counsel, to 

all facilities and access to inspect and copy all books, ledgers, accounts, correspondence, 

memoranda and all other records and documents in the possession, or under the control, 

of the Respondent related to compliance with this Order, which copying services shall be 

provided by the Respondent at their expense; and

B. To interview directors, officers, or employees of Respondent, who may have counsel 

present, regarding such matters.

VIII. Purpose

IT IS FURTHER ORDERED that the purpose of this Order is to remedy the harm to 

competition the Commission alleged in its Complaint and to prevent the Respondent from 

entering into, attempting to enter into, maintaining or attempting to maintain, enforcing or 

attempting to enforce, or threatening to enforce a Noncompete Agreement.

IX. Term

IT IS FURTHER ORDERED that this Order shall terminate 20 years from the date it is 

issued.

By the Commission.

April J. Tabor

Secretary

SEAL:

ISSUED: