Board Recommendation
1	Elect twothree directors, botheach for a term of three years;		FOR each nomineeMs. Moerdyk and Mr. Orr			WHEN May 16, 2018 2:00 p.m. Eastern Daylight Saving Time
2
2	Vote, on an advisory basis, to approve executive compensation;		FOR
		3				WHERE Libbey Corporate Showroom 335 North St. Clair Street Toledo, Ohio 43604
3	Vote to ratify the appointment of Deloitte & Touche LLP as our independent auditors for the 20182020 fiscal year; and		FOR
		4
						RECORD DATE Close of business on March 19, 2018
4	Transact such other business as properly may come before the meeting.

Susan A. KovachJennifer M. Jaffee
Secretary
March 29, 2018April 1, 2020
Toledo, Ohio

Caution on Forward-Looking Statements

This proxy statement includes forward-looking statements as defined in Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements reflect only the Company’s best assessment at this time and are indicated by words or phrases such as “goal,” “plan,” “expects,” “ believes,” “will,” “estimates,” “anticipates,” or similar phrases. These forward-looking statements include all matters that are not historical facts. They include statements regarding the Company’s intentions, beliefs or current expectations concerning, among other things, the impact of COVID-19 on our operations and the length of time of such impact, our results of operations, financial condition, liquidity, prospects, growth, strategies and the impact of COVID-19 on the industry in which we operate and the industries we serve. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Investors are cautioned that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and the development of the industry in which we operate, may differ materially from these statements. Investors should not place undue reliance on such statements. Important factors potentially affecting performance include, but are not limited to, risks and uncertainties related to the impact of COVID-19 on the global economy, our associates, our customers and our operations; our high level of indebtedness and the availability and cost of credit; high interest rates that increase the Company's borrowing costs or volatility in the financial markets that could constrain liquidity and credit availability; the inability to achieve savings and profit improvements at targeted levels in the Company's operations or within the intended time periods; increased competition from foreign suppliers endeavoring to sell glass tableware, ceramic dinnerware and metalware in our core markets; global economic conditions and the related impact on consumer spending levels; major slowdowns or changes in trends in the retail, travel, restaurant and bar or entertainment industries, and in the retail and foodservice channels of distribution generally, that impact demand for our products; inability to meet the demand for new products; material restructuring charges related to involuntary employee terminations, facility sales or closures, or other various restructuring activities; significant increases in per-unit costs for natural gas, electricity, freight, corrugated packaging, and other purchased materials; our ability to borrow under our ABL credit agreement; protracted work stoppages related to collective bargaining agreements; increased pension expense associated with lower returns on pension investments and increased pension obligations; increased tax expense resulting from changes to tax laws, regulations and evolving interpretations thereof; devaluations and other major currency fluctuations relative to the U.S. dollar and the euro that could reduce the cost competitiveness of the Company's products compared to foreign competition; the effect of exchange rate changes to the value of the euro, the Mexican peso, the Chinese renminbi and the Canadian dollar and the earnings and cash flows of our international operations, expressed under U.S. GAAP; the effect of high levels of inflation in countries in which we operate or sell our products; the failure of our investments in e-commerce, new technology and other capital expenditures to yield expected returns; failure to prevent unauthorized access, security breaches and cyber-attacks to our information technology systems; compliance with, or the failure to comply with, legal requirements relating to health, safety and environmental protection; our failure to protect our intellectual property; and the inability to effectively integrate future business we acquire or joint ventures into which we enter. These and other risk factors that could cause results to differ materially from the forward-looking statements can be found in the Company’s Annual Report on Form 10-K and in the Company’s other filings with the SEC. Refer to the Company’s most recent SEC filings for any updates concerning these and other risks and uncertainties that may affect the Company’s operations and performance. Any forward-looking statements speak only as of the date of this proxy statement, and the Company assumes no obligation to update or revise any forward-looking statement to reflect events or circumstances arising after the date of this proxy statement.

Dear Fellow Shareholders, Despite operating in an extremely competitive environment in 2017, Libbey remained committed to Creating Momentum. To guide Libbey through the intensely competitive global environment, we deliberately focused on our strategic goals of improving marketing capabilities with new product development and innovation, improving operating processes, systems and technology, and building winning teams that foster high performance and live our core values. We expect these operating strategies to lead to improved shareholder value. Our progress during 2017 with respect to these strategic initiatives was significant: • We launched our new e-commerce platform in July, with over 300 products introduced. • Our innovation and development of new products drove approximately $17.6 million of sales. • We launched over 600 new products at trade shows throughout the year. • We began implementation of a re-balance of our production footprint to improve cost and delivery. • We made significant progress in shaping a cohesive executive team that better represents our current structure and our path forward. • We introduced career development programs throughout the organization to offer our employees a structured framework in which to grow and to deepen our talent bench. This progress enabled us to deliver improved performance in the second half of 2017 and emerge as one of the strongest players in the global glass tableware and housewares industries. Building on these achievements, Libbey is entering 2018 motivated to continue transformational progress that will drive long-term success. We are confident in our management's ability to deliver improved financial performance. 2018 marks Libbey's 200th anniversary. We are proud to join the exclusive group of companies that claim a legacy spanning two centuries. The Libbey board of directors and management raise a glass to our shareholders, customers, and employees for their dedication and support during Libbey's first 200 years. We are excited to see what the next 200 years hold. Sincerely, John C. Orr Independent Lead Director
	“To guide Libbey through the intensely competitive global environment, we deliberately focused on our strategic goals of improving marketing capabilities with new product development and innovation, improving operating processes, systems and technology, and building winning teams that foster high performance and live our core values. We expect these operating strategies to lead to improved shareholder value.” CHAIRMAN OF THE BOARD

Dear Fellow Shareholders,

2019 was a pivotal year for Libbey, as we accelerated our evolution to deliver future growth, stability and profitability. We have taken a number of steps to transform the business, including:

Assembling a stronger group of senior leaders;

Strategically realigning our organizational structure;

Focusing on significantly improving our cash flow;

Expanding our e-commerce capability to serve additional markets;

Furthering our investment in a new enterprise resource planning (ERP) system; and

Building on existing strengths in our key markets.

We were pleased to welcome Mike Bauer to Libbey as our new Chief Executive Officer in March 2019. Mike’s seasoned perspective and disciplined approach to the business has renewed our focus on our most critical strategic objectives. Accordingly, we implemented an organizational realignment in the second half of the year, transforming Libbey into a functionally aligned global organization.

In connection with the organizational realignment, Jim Burmeister transitioned from Chief Financial Officer to Chief Operating Officer. Jim’s experience and leadership provide meaningful advantages as we continue to optimize our supply chain, lower our overall operating expense, reduce our complexity, and implement the business transformation enabled by our ERP implementation.

Juan Amezquita joined Libbey as Chief Financial Officer in early 2020, bringing a balance of relevant industry experience and new insight. Juan is leading our efforts to reduce working capital and fixed costs as we continue to prioritize cash generation and free cash flow.

Libbey’s 6,000 associates worldwide continue to execute our ongoing transformation with skill and commitment. We are fortunate to have an experienced Board and a talented leadership team driving every day to make Libbey a stronger, more competitive and profitable enterprise. Together, we have made significant progress and remain committed to Libbey's transformation in the face of a volatile economic environment and challenging competitive conditions.

We thank you for your support.

Sincerely,

2018 Proxy Statement William A. Foley

Chairman of the Board of Directors

1

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Table of Contents

PROXY STATEMENTSTATEMENT SUMMARY

Company Overview and Business Highlights

Our strategy is focused on the following three key areas:

PROFITABLE GROWTH including leveraging our industry leading digital and e-commerce capabilities, focusing on underpenetrated segments of the foodservice channel, and maintaining a flow of innovative new products;

OPERATIONAL EXCELLENCE through best-in-class service, asset optimization and continuous improvement; and

ORGANIZATIONAL EXCELLENCE that develops our talent and culture to a more agile, externally focused organization in which people feel empowered, accountable and embrace transparency and change.

We made great progress with our initiatives throughout 2019, focusing the year on improving our cash generation, operating efficiencies and execution, as well as aligning our teams around critical plans to drive growth and stability.

Made considerable progress on our organizational realignment plan that focuses on transformational actions and structural changes to create a simplified organization best positioned to deliver against its key financial and operational priorities

During 2017, we remained committed

Made headway on our business transformation to our Creating Momentum strategic priorities:simplify processes and improve capabilities across many areas of the business, led by the on-going implementation of a new enterprise resource planning system

PROFITABLE GROWTH		OPERATIONAL EXCELLENCE •		ORGANIZATIONAL EXCELLENCE
Improving marketing capabilities in new product development and innovation to drive profitable growth		Improving operating processes, systems and technology		Building winning teams that foster high performance and live our core values

This commitment to Creating Momentum is evidenced by the following significant accomplishments:

We launched our new e-commerce platform in July, with over 300 products introduced.

Our innovation and development of new products drove approximately $17.6 million of sales.

We launched 225 new products at the International Housewares Show in March, 350 new products at the National Restaurant Association show in May, and 72 new products at the New York Table Top show in October.

•

We launched the new Urban StoryIntroduced Assheuer + Pott GmbH & Co. KG (APS® Collection as well as) premium serveware and buffetware products to the Constellation™ Dinnerware Collection, which includes the firsthospitality and exclusive use of the Microban® technology on ceramic dinnerware in the foodservice industrycatering sector in the U.S. and Canada. (Microban& Canada foodservice channel® is a registered trademark of Microban Products Company.)

We completed an extensive program

Expanded our digital platform to re-positionsupport customers and end users in our Europe, Middle East and Africa (EMEA) operations and customer profitability profiles.

We began implementation of a re-balancefoodservice channel with the launch of our production network.foodservice website

We implemented

Implemented an enhanced inspection and repair process to further extend asset lives and optimized furnace repair schedules resulting in more time between furnace rebuilds and a company-wide career development programreduction in depreciation expense

Upgraded our laser edge technology at our Shreveport manufacturing facility, resulting in more efficient operations

Full-year 2019 Financial & Operating Highlights

2019 net sales of $782.4 million reflected a decrease of 1.9% (0.9% in constant currency) versus prior year

Net loss was $69.0 million in 2019, compared to assista net loss of $8.0 million in 2018; our employeesresults in reaching their full potential2019 were affected by non-cash asset impairment charges of $65.2 million in our Latin America and to deepen our talent bench.EMEA segments

•

Adjusted Income from Operations (as defined in Appendix A) was $35.2 million, an increase of 19.7% versus the prior year

•

Our adjusted EBITDA (calculated as shown in Appendix A) for 2019 was $70.3 million, compared to $71.0 million in 2018

•

Net cash provided by operating activities improved $26.6 million, driving $40.5 million of incremental Free Cash Flow (as defined in Appendix A) for the year

While we are focused on taking advantage of opportunities we see in our markets to drive long-term growth, we need to continue to improve both our operational and organizational excellence. Therefore, in 2018,2020 we planintend to startcontinue our implementation of several technology upgradesmomentum in executing revenue growth, leveraging our new global functional structure to drive significant operational improvement and will be making investments that will be criticalkeeping a disciplined focus on cash generation.

Management and Board Leadership

Michael P. Bauer joined the Company as CEO and a director on March 25, 2019, succeeding Mr. Foley who remained an employee but transitioned to expanding our future growth opportunitiesExecutive Chairman (effective March 25, 2019) and, improving the effectiveness of our supply chain.

Despite the significant progress we made with respectmore recently, retired from employment and transitioned to our strategic priorities, our business was impacted by a number of headwinds: Intense global competition, continued declines in restaurant traffic, weather-related disasters, and the increasing shift of retail sales away from traditional brick-and-mortar stores toward e-commerce, all impacted our financial results.

2017 net sales of $781.8 million reflected a decrease of 1.5% from prior year.

Net loss was $93.4 million in 2017, comparedChairman (effective March 1, 2020). John Orr continues to net income of $10.1 million in 2016, driven primarily by a non-cash goodwill impairment charge of $79.7 million associated with our Latin America segmentserve as well as a $6.7 million charge related to the revaluation of deferred tax assets as a result of the latest U.S. tax reform.

•	Our Adjusted EBITDA (calculated as shown in Appendix A) for 2017 was $70.6 million, compared to $111.6 million in 2016.

Our stock price decreased from $19.46 on December 31, 2016, to $7.52 on December 31, 2017, reflecting annual total shareholder return (TSR) of (59)%, as shown in the following chart:

2 Libbey Inc.

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Proxy Statement Summary

Comparison of Cumulative Five-Year Total Return

				Indexed Returns Years Ending
Company / Index		Base Period Dec 2012		Dec 2013		Dec 2014		Dec 2015		Dec 2016		Dec 2017
Libbey Inc.		100		108.53		162.48		111.69		104.64		42.68
Russell 2000 Index		100		138.82		145.62		139.19		168.85		193.58
Peer Group		100		146.62		132.39		131.81		172.23		233.12

See page 35 forIndependent Lead Director. For more information regarding the peer group referred to in the above graph and table.

We fell short of target with respect to the financial performance measures under our 2017 Senior Management Incentive Plan (“SMIP”) and our 2015 Long-Term Incentive Plan (“LTIP”).

We nonetheless remained committed to returning value to our shareholders, distributing $10.4 million of free cash flow to our shareholders through dividends in 2017.

How to Vote

Registered Shareholders

IN PERSON		VIA MAIL		VIA PHONE		VIA INTERNET
Bring the proxy card, notice document or email you received and bring other proof of identification and request a ballot at the Annual Meeting.		If you received printed copies of the proxy materials by mail, you may mark, date and sign the enclosed proxy card and return it in the postage-paid envelope that was provided to you. You should sign your name exactly as it appears on the proxy card. If you are signing in a representative capacity (for example, as guardian, executor, trustee, custodian, attorney or officer of a corporation), you should indicate your name and title or capacity.		Call on a touch-tone telephone, toll-free 1-800-690-6903, 24 hours a day, seven days a week, until 11:59 p.m., eastern daylight saving time, on May 15, 2018. Make sure you have your proxy card, notice document or email that you received and follow the simple instructions provided.		Go to www.proxyvote.com, 24 hours a day, seven days a week, until 11:59 p.m., eastern daylight saving time, on May 15, 2018. Make sure you have available the proxy card, notice document or email that you received and follow the simple instructions provided.

For additional voting information,Board's leadership structure, see "Questions and Answers About the Meeting - How Do I Vote?Board Structure." starting on page 64.

2018 Proxy Statement 3

2

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Proxy Statement Summary

Table of Contents

Voting Proposals and Board Recommendations

PROPOSAL 1     Election of Directors

Election of William A. Foley, Deborah G. Miller and Steve Nave as Class III Directors

The Board recommends a vote FOR each Director Nominee

Director Nominees - Class III

PROPOSAL NO. 1
ELECTION OF DIRECTORS
Election of Ms. Carol B. Moerdyk and Mr. John C. Orr as Class I directors
The Board recommends a vote WILLIAM A. FOLEY, 72FOR each Director Nominee

DIRECTOR NOMINEES - CLASS I

CAROL B. MOERDYK, 67 DEBORAH G. MILLER, 70		JOHN C. ORR, 67 STEVE NAVE, 50
Retired, Senior Vice President, International of OfficeMax Incorporated Chairman, Libbey Inc. Director Since 1998 1994 Not Independent		Retired, President, Chief Executive Officer of Myers Industries, Inc. CEO, Enterprise Catalyst Group Director Since 2008 2003 Independent Lead Director Since 2016
Qualifications: •    Significant financial expertise developed through her experience as a CFA and public company chief financial officer •    Public company board and corporate governance experience •    Executive leadership and U.S. and international operations experience Libbey Committees •    Compensation •    Nominating and Governance Other Current Public Company Boards •    American Woodmark Corporation		Qualifications: •    Extensive international manufacturing and plant management experience •    Extensive organizational leadership experience •    Public company board and corporate governance experience Libbey Committees •    Audit •    Nominating and Governance Chair Other Current Public Company Boards •    None Venture Capitalist Director Since 2017 Independent

DIRECTOR NOMINEES
ARE INDEPENDENT			HAVE SIGNIFICANT EXECUTIVE LEADERSHIP EXPERIENCE		HAVE OTHER PUBLIC COMPANY BOARD EXPERIENCE			HAVE U.S. AND INTERNATIONAL OPERATIONS EXPERIENCE

4 Libbey Inc.

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Proxy Statement Summary

CONTINUING DIRECTORS - CLASS II AND III

Name and Age		Independent		Director Since		Libbey Committees		Other Current Public Company Boards
Carlos V. Duno, 70		Yes		2003		C (Chair)		None
Owner and CEO, The Hire Firm						N&G
William A. Foley, 70		No		1994				Myers Industries, Inc.
Chairman & CEO, Libbey Inc.
Ginger M. JonesQualifications , 53•   Consumer product marketing experience, particularly in the glass tableware industry •  Significant organizational leadership skills •  Public company board experience		Yes Qualifications •  Global management experience •  Sales and marketing ingenuity •  Extensive information technology experience		2013		A (Chair)		None
VP Qualifications •  Extensive e-commerce experience •  Deep knowledge of retail and CFO, Cooper Tire & Rubber Company						C
consumer products industries Eileen A. Mallesch•  Significant executive leadership experience ,•  62Brand marketing expertise		Yes		2016		A		Fifth Third Bancorp
SVP and CFO, property and casualty insurance business of Nationwide Insurance (retired)						C		State Auto Financial Corp.
Libbey Committees •  None
Deborah G. MillerLibbey Committees , 68•   Audit •  Nominating & Governance		Yes Libbey Committees •  Compensation Chair •  Audit (effective May 13, 2020) •  Nominating & Governance (until May 13, 2020)

Continuing Directors - Classes I and II

Name	Age	Director Since	Independent	Committees
Michael P. Bauer	55	2019	No (CEO)	None
Ginger M. Jones	55	2013	Yes	Audit; Compensation
Eileen A. Mallesch	64	2016	Yes	Compensation; Nominating & Governance*
Carol A. Moerdyk	69	1998	Yes	Compensation; Nominating & Governance
John C. Orr	69	2008	Yes	Audit; Nominating & Governance

*Effective May 13, 2020

Board Snapshot

INDEPENDENT	TENURE OF ≤ 7 YEARS	2003		A		Sentinel Group Funds, Inc. WOMEN
CEO, Enterprise Catalyst Group 6/8	4/8					N&G		4/8
Steve Nave, 48		Yes		2017		C		None
President, CEO and a director, Bluestem Group Inc. (retired)

A: Audit
C: Compensation
N&G: Nominating & Governance

BOARD SNAPSHOT

3

INDEPENDENT	TENURE OF LESS THAN 5 YEARS	WOMEN	MINORITIES
7/8	3/8	4/8	1/8

2018 Proxy Statement 5

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Proxy Statement Summary

Table of Contents

Executive Compensation

PROPOSAL NO. 2
ADVISORY SAY-ON-PAY
RESOLVED, that the stockholders of the Company approve, on an advisory and non-binding basis, the compensation of the Company’s named executives, as disclosed in this proxy statement, including the Compensation Discussion & Analysis, compensation tables and narrative discussion, pursuant to Item 402 of Regulation S-K.
The Board recommends a vote FOR this Proposal

2017 EXECUTIVE PAY HIGHLIGHTS

PROPOSAL 2Advisory Say-On-Pay

Pursuant to Section 14(a) of the Exchange Act, we are providing shareholders the opportunity to cast an advisory vote with respect to the following resolution:

RESOLVED, that the shareholders of the Company approve, on an advisory and non-binding basis, the compensation of the Company’s named executives, as disclosed in this proxy statement, including the compensation tables and narrative discussion, pursuant to Item 402 of Regulation S-K.

The Board recommends a vote FOR this Proposal

Our Compensation Committee strives to provide an executive compensation program that aligns the interests of our executives with those of our shareholders. In furtherance of that aim, the Compensation Committee adjusted the mix of certain payThe core elements in 2017, thereby increasing the percentage of our CEO's target pay opportunity that is performance-based from 44% to 50%. The percentage of our CEO's target pay opportunity that is "at-risk" remained high, slightly increasing from 80% in 2016 to 81% in 2017.

Elements of Compensation

compensation program are:

Element	At Risk	Performance Based	% of CEO Target Pay
	CEO	Element		Key Characteristics	NEOs
	Base Salary				24%
		BASE SALARY
		Base Salary		Fixed component; reviewed annually
		INCENTIVE-BASED PAY (Performance-Based; At Risk)
		Annual cash incentive award under our SMIPSenior Management Incentive Plan (SMIP)	✔	At-risk variable pay opportunity for short-term performance; based 50% on Adjusted Cash Earnings and 50% on Strategic Objectives; no guaranteed minimum payout; maximum payout of 200% of target ✔		24%
		Long-term performance cash incentive awardsaward under our LTIPLong-Term Incentive Plan (LTIP)	✔	Formula-driven, at-risk cash award that comprises 50% of LTIP opportunity; based on ROIC for each year through 2017; no guaranteed minimum payout; maximum payout of 200% of target ✔		26%
		TIME-BASED PAY (At Risk)
		Nonqualified stock options (NQSOs) granted under our LTIP		Comprise 20% of LTIP opportunity; exercise price equal to closing stock price on grant date; generally awarded annually; vest ratably over four years; expire ten years from grant date
		Restricted stock units (RSUs) grantedawarded under our LTIP	✔			Comprise 30% of LTIP opportunity; vest ratably over four years; no dividends or voting rights with respect to unvested RSUs
26%

The percentages above represent annualized pay opportunity of the CEO (Michael P. Bauer) at target and do not include sign-on or retention awards. “NEOs” exclude Annunciata Cerioli, former Vice President, Chief Supply Chain Officer, whose employment ended March 31, 2017. Adjusted cash earnings and ROIC are calculated

The following table sets forth the 2019 compensation for each named executive officer as shown indetermined under SEC rules. See the notes accompanying the Appendix A.Summary Compensation Table

6 Libbey Inc.on page 40 for more information.

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Proxy Statement Summary

PAY FOR PERFORMANCE ALIGNMENT

Name		Base Salary				Stock Awards				Option Awards				Non-Equity Incentive Compensation				All Other Compensation				Total
Michael P. Bauer		$	520,313			$	366,837			$	122,419			$	564,167			$	93,339			$	1,667,075
William A. Foley			380,250				677,771				0				420,647				44,727				1,523,395
James C. Burmeister			421,668				118,467				0				329,204				18,845				888,184
Sarah J. Zibbel			310,002				59,424				0				169,613				35,206				574,245

Our 2019 executive compensation program aligns pay with performance:

SALARIES REDUCED		INCENTIVE PAYMENTS BELOW TARGET •	30% reduction in CEO target pay. Our new CEO, Mr. Bauer, has total target direct compensation of $2,868,750, a 30% reduction from that of our former CEO, Mr. Foley, whose total target direct compensation was $4,125,000. Total target direct compensation = annualized base salary + (SMIP target % x annualized base salary) + (LTIP target % x annualized base salary). In setting Mr. Bauer's compensation, the Compensation Committee considered many factors, including Mr. Bauer's skill set and experience, benchmarking data provided by the Committee's independent compensation consultant, the relationship of Mr. Bauer's compensation to that of our other executive officers, and the fact that Mr. Bauer had never before been CEO of a public company. For more information regarding Mr. Bauer's compensation, see "What pay did Libbey's executives receive for 2019?" beginning on page 26.

OPTIONS UNDER WATER •

Simpler annual incentive plan with stronger tie to financial performance. The 2019 SMIP has only 4 metrics and is based 85% on financial performance, while the 2018 SMIP had 6 metrics and was based 65% on financial performance. See page 24 for a comparison of metrics and weightings under the 2018 and 2019 plans.

DECLINE IN RSU VALUE •

36% voluntary reduction in annual incentive payouts. Based on performance against targets for the metrics under our 2019 SMIP, our executives achieved payouts of 136% of target under our 2019 SMIP. However, in recognition of the decline in the Company's stock price during 2019 and the need to conserve cash, executive leadership team recommended, and Compensation Committee agreed, to cap payouts under the 2019 SMIP at target. Additional information regarding our 2019 SMIP can be found beginning on page 26.

Voluntary 10% salary reduction for CEO and 5% salary reduction for other executives beginning May 1, 2017

•

Long-term cash incentive payouts below target. Failure to achieve target with respect to the financial performance measures of our 2017 LTIP (2017-2019 performance cycle), resulted in payouts were only 19.7% of target; SMIP payouts were 63.0% to 85.0%23.1% of target(1)target. More information regarding our long-term incentive plans can be found beginning on page 30.

As of December 31, 2017, all NQSOs granted since 2010 are under water •

Decline in RSU value.RSUs granted to named executives in 20172019 have declined in value more than 50% since grant datethe dates of grant. See page 32 for additional information regarding equity compensation.

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(1) Does not include Ms. Cerioli, whose employment ended March 31, 2017

Table of Contents

Base Salaries

Effective April 1, 2017, each

PROPOSAL 3     Ratification of Auditors

Ratification of the non-CEO named executives received a base salary increase ranging from 1.5% to 3.0%. In lightappointment of the Company's disappointing performance during the first quarter of 2017, all of the then-current executives volunteered to reduce their base salaries. Mr. Foley reduced his salary by 10.0%, while Mr. Burmeister, Ms. Kovach, Mr. Miñarro, and Ms. Summersgill reduced their salaries by 5.0%. These reductions were effective May 1, 2017, and continued through December 31, 2017.

Incentive Plan Targets

In setting the named executives’ target opportunities under the 2017 SMIP and 2017 LTIP, the Compensation Committee elected not to increase the target opportunities from the prior-year plans for any of the named executives except Ms. Summersgill, whose SMIP target opportunity was increased from 45% to 50%, consistent with the target opportunity of Ms. Kovach.

By reducing their base salaries (as explained above), the executives also effectively reduced their target opportunities under the 2017 SMIP,Deloitte & Touche LLP as SMIP targets are a percentage of each executive’s actual base salary earningsLibbey’s independent auditors for the year.

2017 SMIP Results

2020 fiscal year

The Committee assessed our performance under our 2017 SMIP in February 2018. Payouts under the 2017 SMIP were based 50% on company-wide adjusted cash earnings (calculated as shown in Board recommends a vote FOR this ProposalAppendix A

) and 50% on strategic objectives. While we made meaningful progress toward our strategic objectives, our poor performance with respect to our adjusted cash earnings metric resulted in all of our named executives receiving below-target payouts ranging from 63.0% to 85.0% of target.

2015 LTIP Performance Cash Results

In February 2018, our Compensation Committee also reviewed our performance under the performance cash component of the 2015 LTIP, which covered the three-year performance cycle ended December 31, 2017. Payouts for all of the named executives were determined based on our return on invested capital (ROIC) for each of the three 1-year performance periods included in the three-year performance cycle. The scale used to determine the payout score for each of the three 1-year performance periods is reset for each performance period to correlate with targeted ROIC for that year. The amount of the final payout was determined based on the average of the three discrete, single-year payout scores. Applying the payout scales described on page 33, the Committee approved payouts equal to only 19.7% of the target opportunities for the named executives. ROIC is calculated as shown in Appendix A.

CEO Target Pay Opportunity vs. Realizable Pay
	Target Pay includes: annualized base salary at the rate in effect before May 1, 2017, voluntary reduction; 2017 SMIP target opportunity as estimated at the time of grant; performance cash target opportunity under the 2015 LTIP (for the 2015-2017 performance cycle); the grant date fair value of RSUs and NQSOs granted in 2017 pursuant to our 2017 LTIP; and the value of "All Other Compensation" as reported in the Summary Compensation Table. Realizable Pay includes: actual base salary; actual payout under the 2017 SMIP; actual performance cash payout under the 2015 LTIP (for the 2015-2017 performance cycle); the market value of RSUs and NQSOs granted in 2017 pursuant to our 2017 LTIP; and the value of "All Other Compensation" as reported in the Summary Compensation Table. The market value was determined by multiplying the number of RSUs by $7.52, the closing price of our common stock on the last trading day of 2017. The market value of all NQSOs granted in 2017 was $0, as all NQSOs granted in 2017 were under water as of December 31, 2017.

2018 Proxy Statement 7

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Proxy Statement Summary

Executive Pay Practices

The table below highlights our current executive pay practices, including practices we have implemented in order to drive performance and practices that we have not implemented because we do not believe they would serve our shareholders’ long-term interests:

WHAT WE DO		WHAT WE DON’T DO
•    We tie pay to performance by ensuring that a significant portion of executive pay is performance-based or at-risk. We set clear financial and strategic goals for corporate performance, and we differentiate based on individual performance against objectives determined early in the year. •    Periodically, we review market data relative to our peer group of companies, and we utilize tally sheets to ensure compensation opportunities are consistent with the Compensation Committee’s intent. •    We mitigate undue risk by emphasizing long-term incentives and using caps on potential payouts under both our annual and long-term incentive plans, clawback provisions in our Omnibus Incentive Plans, reasonable retention strategies, performance targets and appropriate Board and management processes to identify and manage risk. •    We have modest post-employment and change in control arrangements that apply to our executives, with severance multiples of less than or equal to 2x. •    We utilize “double-trigger” vesting of equity awards and non-equity incentives after a change in control. •    We provide only limited perquisites that we believe have a sound benefit to our business. •    We have stock retention requirements to enhance alignment of our executives’ interests with those of our shareholders. •    Our Compensation Committee retains an external, independent compensation consultant and other external advisors as needed.		•    We do not maintain compensation programs that we believe create undue risks for our business. •    We do not provide significant additional benefits to executive officers that differ from those provided to all other U.S. employees. •    We do not permit repricing of stock options or SARs, nor do we permit buyouts of underwater stock options or SARs. •    We do not permit hedging, pledging or engaging in transactions involving derivatives of our stock. •    We do not have an employment agreement or change in control agreement with our CEO, nor is our CEO covered by our Executive Severance Compensation Policy. •    We do not have employment agreements with our executive officers. •    Our severance and change in control benefits do not include tax "gross-ups.".

Audit-Related Matters

PROPOSAL NO. 3
RATIFICATION OF INDEPENDENT AUDITORS
Ratification of the appointment of Deloitte & Touche LLP as Libbey’s independent auditors for the 2018 fiscal year
The Board recommends a vote FOR this Proposal

For information regarding the fees Libbey paid to its auditors for fiscal 20172019 and 2016,2018, see "What fees did Libbey pay to its auditors for fiscal 2019 and 2018?" on page 57.

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LIBBEY INC. PROXY STATEMENT

We have sent you this proxy statement because our Board of Directors is asking you to give your proxy (the authority to vote your shares) to our proxy committee so that they may vote your shares on your behalf at our annual meeting of shareholders. The members of the proxy committee are James C. BurmeisterJuan Amezquita and Susan A. Kovach.Jennifer M. Jaffee. They will vote your shares as you instruct.

We will hold the meeting in the Libbey Corporate Showroom located at 335 North St. Clair Street, Toledo, Ohio, on May 16, 2018,13, 2020, at 2 p.m., eastern daylight saving time. EDT. This proxy statement contains information about the matters being voted on and other information that may be helpful to you.

CORPORATE

CORPORATE GOVERNANCE

PROPOSAL

PROPOSAL NO. 1
ELECTION OF DIRECTORS
Election of Ms. Carol B. Moerdyk and Mr. John C. Orr as Class I Directors.
The Board recommends a vote FOR each Director Nominee.

1     Election of Directors

Election of William A. Foley, Deborah G. Miller and Steve Nave as Class III Directors

The Board recommends a vote FOR each Director Nominee

Our Board of Directors, which currently has eight directors, is divided into three classes. The term of office for members of Class IIII of the Board of Directors will expire on the date of the Annual Meeting in 2018. 2020.

Upon the recommendation of the Nominating and Governance Committee, the Board has nominated Carol B. MoerdykWilliam A. Foley, Deborah G. Miller and John C. OrrSteve Nave to stand for election to Class I.

III.

Those persons who are elected to Class IIII as directors at the 20182020 Annual Meeting will hold office until their terms expire on the date of the 20212023 Annual Meeting or until their successors are elected and qualified. The terms of office of the members of Class III and Class IIIII of the Board of Directors will expire on the date of the Annual Meeting in 20192021 and 2020,2022, respectively. Information regarding Mr. Foley, Ms. MoerdykMiller and Mr. OrrNave is under “Libbey Board of Directors - Who are our Director Nominees?” on page 11.8.

Only Mr. Foley, Ms. MoerdykMiller and Mr. OrrNave will be nominated for election as directors at the Annual Meeting. Each has consented to being named in this proxy statement and to serve if elected, and we expect each to be available to serve. If eitherany of them becomes unavailable to serve before the Annual Meeting, the proxy will be voted for a substitute nominee or nominees designated by the Board, or the number of directors may be reduced.

Shares represented by proxies will be voted for the election of these twothree nominees unless authority to vote for any or all of these nominees is withheld. A shareholder entitled to vote for the election of directors may withhold authority to vote for any or all nominees.

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Table of the nominees.

Contents

Libbey Board of Directors

HOW DOES OUR BOARD SELECT NOMINEES FOR OUR BOARD?

Our Board selects new directors followingafter review and evaluation by the Nominating and Governance Committee, which also proposes and reviews the criteria for membership at least biannually and proposes and reviews the selection process. The Nominating and Governance Committee evaluates governance needs and skill requirements and solicits input from all Board members and makes its recommendation to the Board. The Chairman, on behalf of the Board, extends invitations to join the Board.

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Corporate Governance

The Board, in its Corporate Governance Guidelines, has determined that Board members must satisfy the following standards and qualifications:

REQUISITE CHARACTERISTICS FOR BOARD CANDIDATES

the highest professional and personal ethics and values, consistent with long-standing Libbey values and standards

broad experience at the policy-making level in business, government, education, technology or public interest

REQUISITE CHARACTERISTICS FOR BOARD CANDIDATES •    the highest professional and personal ethics and values, consistent with long-standing Libbey values and standards •    broad experience at the policy-making level in business, government, education, technology or public interest •    commitment to enhancing shareholder value •    devotion of sufficient time to carry out the duties of Board membership and to provide insight and practical wisdom based upon experience •    expertise in areas that add strategic value to the Board - for example, e-commerce experience, consumer products experience; omni-channel experience; brand marketing experience; diversity of race, ethnicity, gender, age, cultural background or professional experience; broad international exposure or specific in-depth knowledge of a key geographic growth area; shared leadership model experience; extensive knowledge of the Company’s business or in a similar type industry or manufacturing environment; mergers and acquisitions; global business integration experience; significant sophisticated financial understanding or experience; global supply chain expertise; transformative change management experience; information technology or enterprise risk management implementation experience; sitting chief executive officer or chief financial officer of a public company; financial acumen; investor relations experience; and risk oversight or management experience •    serve on the boards of directors of no more than three other public companies and, if intending to serve on the Audit Committee of the Board, serve on the audit committees of no more than two other public companies

commitment to enhancing shareholder value

devotion of sufficient time to carry out the duties of Board membership and to provide insight and practical wisdom based upon experience

expertise in areas that add strategic value to the Board - for example: relevant industry experience; senior leadership experience in a business that faces significant competition or operates on a global scale; transformative change management experience; experience managing /mitigating risks associated with information security, cyber security or data privacy; experience assessing and implementing technology tools to enhance business operations and customer service; experience serving as a public director for another public company; succession planning experience; investor relations, sustainability or corporate responsibility experience; new product development and innovation experience; strategic planning experience; mergers and acquisitions and joint venture experience; knowledge of financial/SEC reporting and controls; capital structure/treasury experience; manufacturing and supply chain experience; risk management experience; and organizational development experience

serve on the boards of directors of no more than three other public companies and, if intending to serve on the Audit Committee of the Board, serve on the audit committees of no more than two other public companies

In addition, the Board’s Corporate Governance Guidelines set forth the Board’s intention to seek directors who are strategic thinkers, understand complex capital structures and the operational constraints that they create, are members of the boards of directors of other public companies and have experience and expertise in corporate governance, marketing expertise and/or experience in the consumer products industry. Consistent with the Board’s Corporate Governance Guidelines, the Board also seeks directors who, as compared to existing members of the Board, are diverse with respect to geography, employment, age, race or gender. Reflecting this desire to foster a diverse Board, four of our current non-management directors are women and one non-management director is Hispanic.

Finally, the Board considers other relevant factors as it deems appropriate, including the Board’s current composition, the balance of management and independent directors, the need for particular subject-matter expertise and the Board’s evaluations of other prospective nominees.

The Nominating and Governance Committee engaged a third-party search firm to identify and recruit Ms. Moerdyk, Mr. Orr and Mr. Nave. Under its charter, the Nominating and Governance Committee has authority to engage third-party search firms in fulfilling its duties to select nominees to the Board.

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Corporate Governance

WHO ARE OUR DIRECTOR NOMINEES?

Our Board of Directors is divided into three classes, with one class standing for election at each Annual Meeting. Our Board has nominated Carol B. MoerdykWilliam A. Foley, Deborah G. Miller, and John C. Orr,Steve Nave, who are incumbents, for election at our 20182020 Annual Meeting of shareholders.

		CAROL B. MOERDYK
		Class I Age 67 Director since 1998 Independent	Director Qualifications: •    Significant financial expertise developed through her experience as a CFA and public company chief financial officer •    Public company board and corporate governance experience •    Executive leadership and U.S. and international operations experience
	Professional Experience Ms. Moerdyk retired from OfficeMax Incorporated (formerly Boise Cascade Office Products Corporation) in 2007. At OfficeMax, she served as Senior Vice President, International from August 2004 until her retirement. Previously, she held various roles at Boise Cascade Office Products Corporation, including Senior Vice President Administration, Senior Vice President North American and Australasian Contract Operations, and Chief Financial Officer. Ms. Moerdyk began her professional career as an assistant professor of finance at the University of Maryland. Education Ms. Moerdyk is a Chartered Financial Analyst and holds a bachelor’s degree from Western Michigan University and a Ph.D. Candidate’s Certificate in finance from the University of Michigan. Libbey Committees Compensation; Nominating and Governance Public Company Boards Ms. Moerdyk has served on the Board of Directors of American Woodmark Corporation (NASDAQ: AMWD) since 2005. William A. Foley

Class III          

Director since 1994; Chairman since 2011          

Age 72

Consumer product marketing experience, particularly in the glass tableware industry

Significant organizational leadership and management skills

Public company board and corporate governance experience

Mr. Foley served as Libbey's Chief Executive Officer from January 2016 until March 24, 2019, after which he remained an employee and served as Executive Chairman of the Board. Mr. Foley retired from employment with Libbey on February 29, 2020, at which time he transitioned to serving as non-executive Chairman of the Board. Foley served as Chairman and Chief Executive Officer of Blonder Accents, LLC from June 2011 until November 2011 and served as Chairman and Chief Executive Officer of Blonder Company from 2008 until June 2011. Previously, Mr. Foley was President and a director of Arhaus, Inc.; co-founder of Learning Dimensions LLC; Chairman and Chief Executive Officer of LESCO Inc.; and Chairman and Chief Executive Officer of Think Well Inc. Mr. Foley also fulfilled the roles of Vice President, General Manager for The Scotts Company Consumer Division, and Vice President and General Manager of Rubbermaid Inc.’s Specialty Products division. Mr. Foley spent the first 14 years of his career with Anchor Hocking Corp. in various positions, including Vice President of Sales & Marketing of the Consumer and Industrial Products Group.

Mr. Foley holds a bachelor’s degree from Indiana University and an M.B.A. from Ohio University.

Mr. Foley has been a member of the Board of Directors of Myers Industries, Inc. (NYSE: MYE) since 2011.

		JOHN C. ORR
		Class I Age 67 Director since 2008 Independent Lead Director since 2016	Director Qualifications: •    Extensive international manufacturing and plant management experience •    Extensive organizational leadership experience •    Public company board and corporate governance experience
	Professional Experience From 2005 until his retirement in December 2015, Mr. Orr served as President, Chief Executive Officer, and a director of Myers Industries, Inc. (NYSE: MYE), an international manufacturer of polymer products for industrial, agricultural, automotive, commercial and consumer markets. Before assuming those positions, Mr. Orr was President and Chief Operating Officer of Myers Industries and General Manager of Buckhorn Inc., a Myers Industries subsidiary. Mr. Orr’s earlier career included 28 years with The Goodyear Tire and Rubber Company, where he gained experience in production and plant management at facilities throughout North America and Australia, eventually holding such positions as Director of Manufacturing in Latin America and Vice President Manufacturing for the entire company worldwide. Education Mr. Orr holds a B.S. in communication from Ohio University and has additional training from Harvard Business School in business strategy, finance and operations. Libbey Committees Audit; Nominating and Governance Chair Public Company Boards Mr. Orr served on the Board of Myers Industries, Inc. (NYSE: MYE) from May 2005 to December 2015. deborah g. miller

Class III          

Director since 2003

Age 70

Global management experience

Sales and marketing ingenuity

Extensive information technology experience

From 2003 to the present, Ms. Miller has been Chief Executive Officer of Enterprise Catalyst Group, a management consulting firm specializing in high technology and biotechnology transformational applications. Ms. Miller was also President, Chief Executive Officer and Chairman of Ascendent Systems, a provider of enterprise voice mobility solutions, from 2005 to 2007. Ms. Miller has more than 30 years of global management experience, including roles as Chief Executive Officer of Maranti Networks; President and Chief Executive Officer of Egenera; Chief Executive Officer of On Demand Software; and various positions with IBM. Throughout her career, Ms. Miller has contributed to the success of international business enterprises with her innovative approach to sales and marketing.

Ms. Miller has a bachelor’s degree from Wittenberg University, of which she is an Emeritus member of the Board of Directors.

Ms. Miller has been a member of the Board of Directors of Sentinel Group Funds, Inc. (SENCX) since 1995.

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steve nave

Class III          

Director since 2017

Age 50

Extensive e-commerce experience

Deep knowledge of retail and consumer products industries

Significant executive leadership experience

Brand marketing expertise

Mr. Nave is General Partner of Kingsley-Malta Capital, an investment fund he founded in April 2019 that participates in early-to-late stage venture capital and private equity investments. Since December 2019, Mr. Nave has also served as chief financial officer and co-founder of j3st gaming, a technology start-up in the online gaming space. From November 2014 until he retired in February 2018, Mr. Nave served as President and Chief Executive Officer of Bluestem Group Inc., a holding company whose businesses include Bluestem Brands, Inc., a multi-brand, online retailer. From December 2012 until November 2014, Mr. Nave served as President and Chief Executive Officer and a director of Bluestem Brands, Inc. Prior to Bluestem, Mr. Nave held several executive leadership positions with Walmart.com, from its launch in 2000 until 2011, including Chief Financial Officer, Chief Operating Officer, and most recently as its chief executive, as well as serving as a senior officer of Wal-Mart Stores, Inc. From 1995 to 2000 he served in both the Audit and Mergers & Acquisitions practices of Ernst & Young, LLP, serving clients in the Retail & Consumer Products and Technology industries. Mr. Nave previously served on the board of directors of Shopzilla, Inc., a leading source of sales and consumer feedback for online merchants and retail advertisers in the United States and Europe.

Mr. Nave has a bachelor’s degree in Accounting from Oklahoma State University.

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WHO ARE OUR CONTINUING DIRECTORS?

		WILLIAM A. FOLEY
		Class III Age 70 Chief Executive Officer since 2016 Chairman since 2011 Director since 1994	Director Qualifications: •    Consumer product marketing experience, particularly in the glass tableware industry •    Significant organizational leadership and management skills •    Public company board and corporate governance experience
	Professional Experience Mr. Foley has been Libbey’s Chief Executive Officer since January 12, 2016. Since 2011, he also has served as Chairman of the Board, on which he has served as a director since 1994. Mr. Foley served as Chairman and Chief Executive Officer of Blonder Accents, LLC from June 2011 until November 2011 and served as Chairman and Chief Executive Officer of Blonder Company from 2008 until June 2011. Previously, Mr. Foley was President and a director of Arhaus, Inc.; co-founder of Learning Dimensions LLC; Chairman and Chief Executive Officer of LESCO Inc.; and Chairman and Chief Executive Officer of Think Well Inc. Mr. Foley also fulfilled the roles of Vice President, General Manager for The Scotts Company Consumer Division, and Vice President and General Manager of Rubbermaid Inc.’s Specialty Products division. Mr. Foley spent the first 14 years of his career with Anchor Hocking Corp. in various positions, including Vice President of Sales & Marketing of the Consumer and Industrial Products Group. Education Mr. Foley holds a bachelor’s degree from Indiana University and an M.B.A. from Ohio University. Public Company Boards Mr. Foley has been a member of the Board of Directors of Myers Industries, Inc. (NYSE: MYE) since 2011. michael p. bauer

Class I

Chief Executive Officer and a Director since 2019

Age 55

Demonstrated ability to turn around and grow businesses under difficult circumstances

Significant financial and organizational leadership skills

Substantial marketing, product development and supply chain experience

Mr. Bauer joined Libbey as Chief Executive Officer and a director on March 25, 2019. Before joining Libbey, Mr. Bauer spent more than 20 years with Fortune Brands Home & Security, Inc. (NYSE: FBHS), serving most recently as President of The Master Lock Company (the Security segment of Fortune Brands) from December 2014 to July 2018. Mr. Bauer previously held roles of increasing responsibility at Moen Incorporated, another Fortune Brands subsidiary, beginning in 1997 as Corporate Controller and culminating in his roles as Vice President and General Manager, Retail Business, from 2007 to 2011, and President, U.S. Business, from 2011 to 2014. Mr. Bauer’s earlier experience includes serving as Chief Financial Officer and Vice President of Finance for Nook Industries, Inc. (1997), holding various accounting and finance roles at Avery Dennison Corporation (NYSE: AVY) (1992 to 1997), and working as an audit manager for Coopers & Lybrand (1987 to 1992).

Mr. Bauer holds a bachelor’s degree from Cleveland State University and an M.B.A. from Case Western Reserve University.

		DEBORAH G. MILLER
		Class III Age 68 Director since 2003 Independent	Director Qualifications: •    Global management experience •    Sales and marketing ingenuity •    Extensive information technology experience
	Professional Experience From 2003 to the present, Ms. Miller has been the Chief Executive Officer of Enterprise Catalyst Group, a management consulting firm specializing in high technology and biotechnology transformational applications. Ms. Miller was also President, Chief Executive Officer and Chairman of Ascendent Systems, a provider of enterprise voice mobility solutions, from 2005 to 2007. Ms. Miller has more than 30 years of global management experience, including roles as Chief Executive Officer of Maranti Networks; President and Chief Executive Officer of Egenera; Chief Executive Officer of On Demand Software; and various positions with IBM. Throughout her career, Ms. Miller has contributed to the success of international business enterprises with her innovative approach to sales and marketing. Education Ms. Miller has a bachelor’s degree from Wittenberg University, of which she is an Emeritus member of the Board of Directors. Public Company Boards Ms. Miller has been a member of the Board of Directors of Sentinel Group Funds, Inc. (SENCX) since 1995. ginger m. jones

Class II

Director since 2013

Age 55

Experience as chief financial officer of a public company with over $2 billion in revenues

Significant executive leadership experience in financial strategy and experience in public audit functions, resulting in her qualification as an audit committee financial expert

Experience in global supply chain

Ms. Jones served as Senior Vice President, Chief Financial Officer of Cooper Tire & Rubber Company (NYSE: CTB) from December 2014 until her retirement in December 2018. Before joining Cooper, she served as Chief Financial Officer of Plexus Corp. (NASDAQ: PLXS), a global electronics, engineering and manufacturing services company, from April 2007 until May 2014 and was responsible for all finance, treasury, investor relations and information technology functions. A certified public accountant, Ms. Jones began her career with Deloitte & Touche, culminating in her role as audit manager for audits of middle market companies.

She holds a bachelor’s degree in accounting from the University of Utah and an M.B.A. from The Ohio State University Fisher College of Business.

Ms. Jones currently serves on the Board of Directors of Tronox Limited (NYSE: TROX) (since April 2018) and Nordson Corporation (NASDAQ: NDSN) (since November 2019).

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		STEVE NAVE
		Class III Age 48 Nominated in 2017 Independent	Director Qualifications: •    Extensive e-commerce experience •    Deep knowledge of retail and consumer products industries •    Significant executive leadership experience •    Brand marketing expertise
	Professional Experience Mr. Nave is the retired President and Chief Executive Officer of Bluestem Group Inc., a holding company whose businesses include Bluestem Brands, Inc., a multi-brand, online retailer of a broad selection of name-brand and private label general merchandise through 16 unique retail brands. Mr. Nave served in that position from November 2014, when a subsidiary of Bluestem Group Inc. acquired Bluestem Brands, Inc., until February 2018, when he retired. Mr. Nave continues to serve as a director of Bluestem Group Inc. (since November 2014). From December 2012 until November 2014, Mr. Nave served as President and Chief Executive Officer and a director of Bluestem Brands, Inc. Prior to Bluestem, Mr. Nave held several executive leadership positions with Walmart.com, from its launch in 2000 until 2011, including Chief Financial Officer, Chief Operating Officer, and most recently as its chief executive, as well as serving as a senior officer of Wal-Mart Stores, Inc. From 1995 to 2000 he served in both the Audit and Mergers & Acquisitions practices of Ernst & Young, LLP, serving clients in the Retail & Consumer Products and Technology industries. Mr. Nave previously served on the board of directors of Shopzilla, Inc., a leading source of sales and consumer feedback for online merchants and retail advertisers in the United States and Europe. Education Mr. Nave has a bachelor’s degree in Accounting from Oklahoma State University. Public Company Boards None. eileen a. mallesch

Class II

Director since 2016

Age 64

Significant financial and enterprise risk management expertise

Public company board and corporate governance experience

Experience with mergers, acquisitions and divestitures

International business experience

Foodservice and consumer products industry knowledge

Ms. Mallesch served as Senior Vice President and Chief Financial Officer of the property and casualty insurance business of Nationwide Insurance from 2005 to 2009. Previously, Ms. Mallesch was employed by General Electric, where she served as Senior Vice President and Chief Financial Officer of Genworth Financial Life Insurance Company from 2003 to 2005; Vice President and Chief Financial Officer of GE Financial Employer Services Group from 2000 to 2003; and Controller for GE Americom from 1998 to 2000. Ms. Mallesch’s positions before 2000 include International Business Area Controller, Energy Ventures for Asea Brown Boveri, Inc., a multinational power and automation technologies company, and financial management positions with PepsiCo, Inc. (NYSE: PEP). Ms. Mallesch is a certified public accountant and began her career as a senior auditor with Arthur Andersen.

Ms. Mallesch holds a bachelor’s degree in accounting from City University of New York.

Ms. Mallesch currently serves on the boards of directors of Brighthouse Financial (NASDAQ: BHF) (since November 2018), Fifth Third Bancorp (NASDAQ:FITB) (since 2016) and State Auto Financial Corp. (NASDAQ: STFC) (since 2010). Ms. Mallesch also served on the board of directors of Bob Evans Farms, Inc. from 2008 to January 2018. Before the January 2018 sale to Post Holdings, Inc., Bob Evans Farms, Inc.'s stock was listed on the NASDAQ under the symbol BOBE.

		CARLOS V. DUNO
		Class II Age 70 Director since 2003 Independent	Director Qualifications: •    Strategic planning in international organizations •    Glass industry experience, both at Vitro S.A. and as a former director of Anchor Glass Container Corporation
	Professional Experience Mr. Duno is the Owner and Chief Executive Officer of The Hire Firm (since 2006), the premier recruiting and staffing firm in northern New Mexico, and Owner and Chief Executive Officer of CDuno Consulting (since 2004). From 2001 to 2004, Mr. Duno served as Chairman of the Board and Chief Executive Officer of Clean Fuels Technology, a leading developer of emulsified fuels for transportation and power generation applications. Mr. Duno’s glass industry experience began during his six years as President of Business Development and Planning for Vitro S.A. in Monterrey, Mexico from 1995 to 2001. Mr. Duno’s earlier professional experience included a two-year term as Vice President Strategic Planning for Scott Paper Company and several years with McKinsey & Co. and Eli Lilly. Education Mr. Duno holds a B.S. in industrial engineering from the National University of Mexico, and an M.B.A. in finance and an M.S. in industrial engineering, both from Columbia University. He also is certified in leadership and transition coaching by the Hudson Institute of Coaching. Public Company Boards None. carol b. moerdyk

Class I

Director since 1998

Age 69

Significant financial expertise developed through her experience as a CFA and public company chief financial officer

Public company board and corporate governance experience

Executive leadership and U.S. and international operations experience

Ms. Moerdyk retired from OfficeMax Incorporated (formerly Boise Cascade Office Products Corporation) in 2007. At OfficeMax, she served as Senior Vice President, International from August 2004 until her retirement. Previously, she held various roles at Boise Cascade Office Products Corporation, including Senior Vice President Administration, Senior Vice President North American and Australasian Contract Operations, and Chief Financial Officer. Ms. Moerdyk began her professional career as an assistant professor of finance at the University of Maryland.

Ms. Moerdyk is a Chartered Financial Analyst and holds a bachelor’s degree from Western Michigan University and a Ph.D. Candidate’s Certificate in finance from the University of Michigan.

Ms. Moerdyk has served on the Board of Directors of American Woodmark Corporation (NASDAQ: AMWD) since 2005.

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		GINGER M. JONES
		Class II Age 53 Director since 2013 Independent	Director Qualifications: •    Experience as chief financial officer of a public company with over $2 billion in revenues •    Significant executive leadership experience in financial strategy and experience in public audit functions, resulting in her qualification as an audit committee financial expert •    Experience in global supply chain
	Professional Experience Ms. Jones is the Vice President, Chief Financial Officer of Cooper Tire & Rubber Company (NYSE: CTB), where she has served since December 2014. Prior to joining Cooper, she served as Chief Financial Officer of Plexus Corp. (NASDAQ: PLXS), a global electronics, engineering and manufacturing services company, from April 2007 until May 2014 and was responsible for all finance, treasury, investor relations and information technology functions. A certified public accountant, Ms. Jones began her career with Deloitte & Touche, culminating in her role as audit manager for audits of middle market companies. Education She holds a bachelor’s degree in accounting from the University of Utah and an M.B.A. from The Ohio State University Fisher College of Business. Public Company Boards None. john c. orr

Class I

Director since 2008; Lead Independent Director since 2016

Age 69

Extensive international manufacturing and plant management experience

Extensive organizational leadership experience

Public company board and corporate governance experience

From 2005 until his retirement in December 2015, Mr. Orr served as President, Chief Executive Officer, and a director of Myers Industries, Inc. (NYSE: MYE), an international manufacturer of polymer products for industrial, agricultural, automotive, commercial and consumer markets. Before assuming those positions, Mr. Orr was President and Chief Operating Officer of Myers Industries and General Manager of Buckhorn Inc., a Myers Industries subsidiary. Mr. Orr’s earlier career included 28 years with The Goodyear Tire and Rubber Company, where he gained experience in production and plant management at facilities throughout North America and Australia, eventually holding such positions as Director of Manufacturing in Latin America and Vice President Manufacturing for the entire company worldwide.

Mr. Orr holds a B.S. in communication from Ohio University and has additional training from Harvard Business School in business strategy, finance and operations.

Mr. Orr served on the Board of Myers Industries, Inc. (NYSE: MYE) from May 2005 to December 2015.

	EILEEN A. MALLESCH
	Class II Age 62 Director since 2016 Independent	Director Qualifications: •    Significant financial and enterprise risk management expertise •    Public company board and corporate governance experience •    Experience with mergers, acquisitions and divestitures •    International business experience •    Foodservice and consumer products industry knowledge
Professional Experience Ms. Mallesch served as Senior Vice President and Chief Financial Officer of the property and casualty insurance business of Nationwide Insurance from 2005 to 2009. Previously, Ms. Mallesch was employed by General Electric, where she served as Senior Vice President and Chief Financial Officer of Genworth Financial Life Insurance Company from 2003 to 2005; Vice President and Chief Financial Officer of GE Financial Employer Services Group from 2000 to 2003; and Controller for GE Americom from 1998 to 2000. Ms. Mallesch’s positions before 2000 include International Business Area Controller, Energy Ventures for Asea Brown Boveri, Inc., a multinational power and automation technologies company, and financial management positions with PepsiCo, Inc. (NYSE: PEP). Ms. Mallesch is a certified public accountant and began her career as a senior auditor with Arthur Andersen. Education Ms. Mallesch holds a bachelor’s degree in accounting from City University of New York. Public Company Boards Ms. Mallesch currently serves on the boards of directors of Fifth Third Bancorp (NASDAQ:FITB) (since 2016) and State Auto Financial Corp. (NASDAQ: STFC) (since 2010). Ms. Mallesch also served on the board of directors of Bob Evans Farms, Inc. from 2008 to January 2018. Before the January 2018 sale to Post Holdings, Inc., Bob Evans Farms, Inc.'s stock was listed on the NASDAQ under the symbol BOBE.

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Corporate Governance

HOW DOES OUR BOARD DETERMINE WHICH DIRECTORS ARE CONSIDERED INDEPENDENT?

Pursuant to the Corporate Governance Guidelines approved by the Board, the Board has made a determination as to each Board member’s independence. In making this determination, the Board has considered the existence or absence of any transactions or relationships between each director or any member of his or her immediate family and Libbey and its subsidiaries and affiliates, including those reported under “Board Processes - Certain Relationships and Related Transactions,”below. The Board also examined the existence or absence of any transactions or relationships between directors or their affiliates and members of Libbey’s senior management or their affiliates.

As provided in the Guidelines, the purpose of this review was to determine whether there is any relationship that is inconsistent with a determination that a director is independent of Libbey or its management. Specifically, the Guidelines preclude a determination of independence if the director does not meet the independence requirements in the NYSE American Company Guide, since our common stock currently is listed on the NYSE American exchange.

As a result of this review, the Board has affirmatively determined that Carlos V. Duno, Ginger M. Jones, Eileen A. Mallesch, Deborah G. Miller, Carol B. Moerdyk, Steve Nave and John C. Orr are independent of Libbey and its management under the standards set forth in the Corporate Governance Guidelines. Mr. FoleyBauer is considered to be an inside director because of his current employment as Libbey’s CEO.

Mr. Foley is considered an inside director because of his recent employment as Libbey’s CEO (until March 25, 2019) and Executive Chairman (until March 1, 2020).

Compensation Committee Independence. In determining whether the members of our Compensation Committee are independent, within the meaning established by the NYSE American Company Guide, our Board takes into account all factors specifically relevant to a determination of whether any Compensation Committee member has a relationship to us that is material to his or her ability to be independent in connection with his or her duties as a Compensation Committee member. The factors considered include, but are not limited to, the source of compensation of the member and whether the member is affiliated with us or one of our subsidiaries or affiliates. After taking into account all of these factors, our Board has determined that all of the members of our Compensation Committee are independent within the meaning established by the NYSE American Company Guide.

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HOW DOES OUR BOARD THINK ABOUT BOARD REFRESHMENT AND SUCCESSION PLANNING?

The Board has no arbitrary term limits. The Board intends to maintain a balance between independent directors who have longer terms of service and over time have developed greater insight into the Company's business, particularly as it has performed through multiple economic cycles, and directors who have more recently joined the Board. Since 2011, eight directors have departed the Board and six directors have joined the Board.

Directors are required to retire from the Board when they reach the age of 75, although a director elected before his or her 75th birthday may continue to serve until the annual shareholder meeting following the date on which he or she turns age 75. On the recommendation of the Nominating and Governance Committee, the Board may waive this requirement as to any director if it deems the waiver to be in the best interests of the Company.

The Board and each of its standing committees conduct self-evaluations annually. The Board carefully considers the results of the self-evaluations and potential skill gaps among current Board membership when making decisions regarding the addition or replacement of Board members. For example, when searching for a potential new director in 2017, the Board specifically sought a candidate with e-commerce experience, as the Board recognized the lack of e-commerce experience among its then-current members and recognized the importance of e-commerce to the Company's Creating Momentum strategy. Mr. Nave, who has extensive e-commerce experience, ultimately was ultimately nominated by the Board and elected to the Board at the 2017 Annual Meeting.

HOW DO SHAREHOLDERS NOMINATE CANDIDATES FOR THE BOARD?

A shareholder who wishes to recommend a prospective nominee for the Board may notify our Corporate Secretary or any member of the Nominating and Governance Committee in writing, including any supporting material the shareholder deems appropriate. Candidates nominated by shareholders will be given the same consideration as candidates nominated by other sources.

2018 Proxy Statement 15

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Table of Contents

Corporate Governance

The Board's Board’s Role and Responsibilities

WHAT ARE THE BOARD'S KEY RESPONSIBILITIES?

The Board's key responsibilities include:

Overseeing and providing policy guidance for the business, affairs and operations of the Company;

Selecting the CEO and electing the officers of the Company;

Monitoring overall corporate performance;

Overseeing and participating in the Company's strategic and business planning process;

Reviewing the annual business budget; and

Reviewing significant risks, issues and opportunities facing the Company and management's approach to addressing such risks, issues and opportunities.

HOW DO SHAREHOLDERS AND OTHER INTERESTED PARTIES COMMUNICATE WITH THE BOARD?

Shareholders and other parties interested in communicating directly with the non-management directors as a group may do so by writing to Non-Management Directors, c/o Corporate Secretary, Libbey Inc., 300 Madison Avenue, P.O. Box 10060, Toledo, Ohio 43699-0060. The Nominating and Governance Committee has approved a process for handling letters that we receive and that are addressed to the non-management members of the Board. Under that process, the Corporate Secretary is responsible for reviewing all such correspondence and regularly forwarding to the non-management members of the Board a summary of all correspondence and copies of all correspondence that, in the Corporate Secretary's opinion, deals with the function of the Board or its committees or that the Corporate Secretary otherwise determines requires the Board's attention. Directors may, at any time, review a log of all correspondence that we receive and that is addressed to the Non-Management Directorsnon-management directors or other Board members and request copies of that correspondence. Concerns relating to accounting, internal controls or auditing matters are brought immediately to the attention of our internal auditors and Audit Committee and are handled according to procedures established by the Audit Committee.

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Board Structure

HOW IS OUR BOARD LEADERSHIP STRUCTURED?

Our Board currently has seven non-management directors and one management director. AllSix of the non-management directors have been determined to be independent. For more information with respect to how the Board determines which directors are considered to be independent, see “How does the Board determine which directors are considered independent?”above.

The

In addition to assessing its leadership structure periodically, the Board periodically assesses its leadership structure and, when warranted by specific circumstances, such as the appointment of a new CEO. When appropriate, the Board changes its leadership structure to ensure effective, independent oversight of management and to facilitate its engagement in, and understanding of, our business. TheFor example, when Mr. Foley was named CEO in January 2016, the Board believesbelieved that the most effective leadership structure at the presentthat time iswas for Mr. Foley, an experiencedwho had served as a director with a history of overseeing the Company's management,since 1994 and as Chairman since 2011, to serve as both Chairman and CEO. Combining the Chairman and CEO roles in Mr. Foley demonstratesdemonstrated to our employees, suppliers, customers and other stakeholders that we arewere under strong leadership, with a single person, who has extensive institutional and industry knowledge, setting the tone and having primary responsibility for managing our operations.

Recognizing the importance of independent Board leadership, the Board also created the role of Lead Independent Lead Director and chose Mr. Orr to assume the role. Mr. Orr has been an independent director on the Board since 2008, serves as the Chair of the Nominating and Governance Committee, and is a member of the Audit Committee.

The Board believes that the combination of

When Mr. Bauer was appointed to succeed Mr. Foley servingas CEO, the Board again separated the role of CEO and Chairman, with Mr. Foley being appointed to serve as Executive Chairman (effective March 25, 2019) and, after Mr. Foley retired from employment with Libbey, as Chairman (effective March 1, 2020).

Mr. Bauer is responsible for overseeing the day-to-day affairs of Libbey and directing the formulation and implementation of our strategic plans. As Chairman, Mr. Foley is responsible for setting the agendas for and chairing Board meetings and meetings of shareholders, attending meetings of the Board’s committees with the approval of the respective committee, and assisting management in representing Libbey to external groups as needed and as determined by the Board, such as in connection with international trade matters relevant to Libbey.

We believe that this leadership structure is currently the most appropriate for Libbey because it allows our CEO to focus primarily on our business strategy and operations while leveraging the experience of our Chairman to direct the business of the Board.

Mr. Orr, a director since 2008, has served as Lead Independent Director since 2016, when Mr. Foley was appointed Libbey’s CEO. Mr. Orr serves as the principal liaison between the independent directors, the Chairman and the CEO, and Mr. Orr servingis responsible for approving the agendas for Board meetings, presiding over executive sessions of the independent directors, coordinating feedback from directors in connection with the evaluations of the CEO and each director, and acting as Independent Lead Director promotes unified leadership while maintaining effective, independent oversight.

chair of any Board meeting when the Chairman is not present.

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INDEPENDENT LEAD DIRECTOR'S DUTIES

•    Advising the Chairman and CEO as to an appropriate schedule of Board meetings, to ensure that the non-management directors can perform their duties responsibly while not interfering with ongoing company operations; •    Approving with the Chairman and CEO the information, agenda and schedules for the Board and Committee meetings; •    Advising the Chairman and CEO as to the quality, quantity and timeliness of the information submitted by management that is necessary or appropriate for the non-management directors to effectively and responsibly perform their duties; •    Recommending to the Chairman the retention of advisors and consultants to report directly to the Board; •    Calling meetings of the non-management directors; •    Developing the agendas for and serving as Chairman of the executive sessions of the Board’s non-management directors; •    Serving as principal liaison between the non-management directors and the Chairman and CEO on sensitive issues; •    Recommending to the Nominating and Governance Committee the membership of various Board Committees, as well as the selection of Committee chairperson; •    Serving as Chairman of the Board when the Chairman is not present; •    Serving as ex-officio member of each committee and regularly attending committee meetings; and •    Leading the evaluation of the CEO, including an annual evaluation of the CEO’s interactions with the directors and ability to lead and direct the full Board.

2018 Proxy Statement 17

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Corporate Governance

WHAT ARE THE ROLES OF THE BOARD’S COMMITTEES?

Our Board of Directors has the following standing committees:

audit committee

Ginger Jones⁽¹⁾⁽²⁾, Chair

Eileen Mallesch^(1)(2)(3)

Deborah Miller⁽²⁾

John Orr⁽¹⁾⁽²⁾

Number of 2019 Meetings:     7

See “Audit-Related Matters – Report of the Audit Committee”

compensation committee

Steve Nave, Chair

Ginger Jones

Eileen Mallesch

Carol Moerdyk

Number of 2019 Meetings:     7

Consider the potential impact of our executive pay program on our risk profile

Review executive pay at comparable companies and develop, implement and oversee pay levels and incentive compensation plans for our executives, including the CEO

Review and approve goals and objectives relevant to the targets of the executive incentive compensation plans

Annually evaluate the Compensation Committee’s performance and effectiveness

Produce an annual report on executive compensation for inclusion in the proxy statement or annual report on Form 10-K, as required by the SEC

Approve award grants under our equity participation plans and oversee and administer these plans

nominating and governance committee

John Orr, Chair

Deborah Miller

Carol Moerdyk

Steve Nave⁽³⁾

Number of 2019 Meetings:     5

Develop and implement corporate governance policies and practices

Establish a selection process for new directors to meet the needs of the Board, evaluate and recommend candidates for Board membership, assess the Board's performance and review that assessment with the Board and establish objective criteria to evaluate the CEO's performance

Review director pay and recommend to the Board pay levels for our non-management directors

•	Review plans for both emergency and orderly succession of the CEO
•
AUDIT COMMITTEE
Ginger Jones(1)(2), Chair Eileen A. Mallesch(1)(2) Deborah G. Miller(2) John C. Orr(1)(2) Number of 2017 Meetings: 7	See “Audit-Related Matters – Report of the Audit Committee” on page 58.
COMPENSATION COMMITTEE
Carlos V. Duno, Chair Ginger Jones Eileen A. Mallesch Carol B. Moerdyk Steve Nave Number of 2017 Meetings: 7	•    Consider the potential impact of our executive pay program on our risk profile •    Review executive pay at comparable companies and recommend to the Board pay levels and incentive compensation plans for our executives •    Review and approve goals and objectives relevant to the targets of the executive incentive compensation plans •    Establish the CEO’s pay, and in determining the long-term incentive compensation component of the CEO’s pay, consider the Company’s performance, relative shareholder return, the value of similar awards to chief executive officers at comparable companies and the awards given to the CEO in prior years •    Annually evaluate the Compensation Committee’s performance and effectiveness •    Produce an annual report on executive compensation for inclusion in the proxy statement or annual report on Form 10-K, as required by the SEC •    Approve award grants under our equity participation plans and oversee and administer these plans
NOMINATING AND GOVERNANCE COMMITTEE
John C. Orr, Chair Carlos V. Duno Deborah G. Miller Carol B. Moerdyk Number of 2017 Meetings: 4	•    Develop and implement corporate governance policies and practices •    Establish a selection process for new directors to meet the needs of the Board, evaluate and recommend candidates for Board membership, assess the Board's performance and review that assessment with the Board and establish objective criteria to evaluate the CEO's performance •    Review director pay and recommend to the Board pay levels for our non-management directors •    Review plans for both emergency and orderly succession of the CEO

(1)
(1)	Determined by the Board to be qualified as an audit committee financial expert, as defined in SEC regulations.

(2)
(2)	Determined by the Board to be financially sophisticated and literate and to have accounting and related financial management expertise, as those qualifications are interpreted by the Board in its business judgment.

(3)	Effective May 13, 2020, Mr. Nave will replace Ms. Mallesch as a member of the Audit Committee and Ms. Mallesch will replace Mr. Nave as a member of the Nominating and Governance Committee.

The Board has determined that all members of its standing committees are independent, as defined in SEC regulations and the NYSE American Company Guide. The Board also has determined that all members of the Compensation Committee are “outside directors,” as defined in 26 CFR § 1.162-27.

HOW OFTEN DID OUR BOARD MEET DURING FISCAL 2017?

During 2017, the Board held five regularly scheduled meetings and two special meetings. Each Board member, except Mr. Nave, attended 75% or more of the aggregate number of Board and Board committee meetings that he or she was eligible to attend. Mr. Nave, who was elected to the Board at our 2017 Annual Meeting of Shareholders, attended four of the six meetings he was eligible to attend in 2017. Due to medical reasons, Mr. Nave was unable to attend the December 11, 2017, meetings of the Board and the Compensation Committee.

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Board Processes

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

A substantial majority of our directors is independent, as defined in the NYSE American Company Guide and our Corporate Governance Guidelines. Our Code of Business Ethics and Conduct, which we refer to as our Code of Ethics, generally prohibits related-party transactions involving directors.

Our Code of Ethics requires that all of Libbey’s directors, officers and other employees avoid conflicts of interest. Related-party transactions of the nature and magnitude that must be disclosed under Item 404(b)404(a) of Regulation S-K would be considered transactions that could give rise to a conflict of interest, and therefore are covered by our Code of Ethics. Our Code of Ethics requires that conflicts of interest be reported to our Legal Department, and that our General Counsel's written concurrence is required to waive any conflict of interest. In addition, our Code of Ethics requires that waivers of our Code of Ethics with respect to executive officers or directors may be granted only by the Board of Directors and only if the noncompliance with our Code of Ethics is or would be immaterial or if the Board of Directors otherwise determines that extraordinary circumstances exist and that the waiver is in our shareholders' best interests.

DOES LIBBEY HAVE CORPORATE GOVERNANCE GUIDELINES?

Our Board of Directors has adopted Corporate Governance Guidelines that govern the Board of Directors. Our Corporate Governance Guidelines and Code of Business Ethics and Conduct (which applies to all of our employees, officers and directors), as well as the Charters for each of the Audit Committee, the Compensation Committee and the Nominating and Governance Committee, are available on our website (www.libbey.com). They also are available in print, upon request, to any holder of our common stock.stockholder. Requests should be directed to Corporate Secretary, Libbey Inc., 300 Madison Avenue, P.O. Box 10060, Toledo, Ohio 43699-0060.

HOW OFTEN DID OUR BOARD MEET DURING FISCAL 2019?

During 2019, the Board held nine meetings. Each Board member attended 75% or more of the aggregate number of Board and Board committee meetings that he or she was eligible to attend.

ARE LIBBEY’S DIRECTORS REQUIRED TO ATTEND LIBBEY’S ANNUAL MEETING OF SHAREHOLDERS?

Our directors are not required to attend our Annual Meeting of shareholders, but we typically hold a Board meeting at the same location and on the same day as the Annual Meeting. We anticipate that a substantial majority of our directors will attend the Annual Meeting on May 16, 2018.13, 2020. In 2017,2019, all of the Board members attended our Annual Meeting except Mr. Theo Killion,for Carlos Duno, who did not stand for reelection.

2018 Proxy Statement 19

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Corporate Governance

Non-Management Directors'Non-Management Directors’ Compensation

The

Although the Nominating and Governance Committee periodically reviews director compensation market data to ensure that the compensation of Libbey's non-management directors remains competitive. In October 2016, atcompetitive, Libbey's directors repeatedly have declined to increase the Nominatingannual cash retainer payable to non-management directors since 2013 and Governance Committee's request, management conductedhave declined to increase the value of the equity award made to non-management directors since 2015. As a result, a market study of Libbey's non-management director compensation usingperformed in late 2018 found that the compensation paid to Libbey's non-management directors was substantially below the median for the peer group used in developing our 2019 CEO and CFO pay program and below public companies of similar size, as set forth in the most recent National Association of Corporate Directors (NACD) 2015-2016 Director Compensation Report and the most recently filed proxy statements of the companies in the proxy-based peer group listed on page 35. The market study disclosed2017-2018 director compensation report. In order to ensure that theLibbey's compensation paid to Libbey'sfor non-management directors was at or near median. Accordingly,remains sufficiently competitive to attract and retain directors with the skills and expertise needed to support Libbey's strategy, the Nominating and Governance Committee elected notrecommended to the Board, and the Board approved, an increase our non-management directors' compensation.

In July 2017, at the Nominating and Governance Committee's request, management refreshed the market study based on the NACD 2016-2017 Director Compensation Report and proxy statements filed since October 2016 by the companies in the proxy-based peer group. The July 2017 market study disclosed that compensation paid to Libbey's non-management directors was below median, particularly with respect to the annual cash retainer. In lightretainer payable for Board service and an increase in the value of the Company's financial performance,annual equity award, as noted in the Nominating and Governance Committee again elected nottable below. In connection with Mr. Foley’s transition from Executive Chairman to increase our non-management directors' compensation.

Chairman, effective March 1, 2020, the Board reinstated the Chairman of the Board Retainer at the same rate that had been in place from August 1, 2013 through January 11, 2016, before Mr. Foley became CEO.

ELEMENT OF COMPENSATION		ANNUAL COMPENSATION AMOUNT
Annual Cash Retainer		$62,000 (increased from $47,500 effective January 1, 2019)
Chairman of the Board Retainer		$80,000 (effective March 1, 2020)
Lead Independent Director Cash Retainer		$20,000
Equity Award		On the date of each annual meeting of shareholders, outright grant of shares of common stock with an intended economic value of $90,000, attributable to service during the preceding year (increased from $80,000 beginning with the grant on the date of the 2019 Annual Meeting) Our stock retention guidelines require that the director hold the net after-tax shares issued for at least one year from the grant date
Committee Chair Cash Retainers (in addition to Committee Member Cash Retainers)		$12,500 (Audit Committee and Compensation Committee) $6,500 (Nominating and Governance Committee)
Committee Member Cash Retainers		$7,500 (Audit Committee and Compensation Committee) $5,000 (Nominating and Governance Committee)
Other Fees		$500 per one-half day of special service

For service periods of less than one year, amounts are prorated. Our management directors do not receive additional pay for service on the Board of Directors. Each

Historically, the Board determined the number of shares granted to each non-management director by dividing the intended economic value by the closing stock price on the grant date. However, to conserve shares available for issuance under our Omnibus Incentive Plans, the Board elected to calculate the number of shares of common stock to be granted to each non-management director on May 15, 2019 by the average closing price of our common stock over the fourth quarter of 2018. This change in methodology resulted in each non-management directors receivesdirector being granted shares with a grant date fair value of $33,784. The $56,216 difference between the following compensation for their service ongrant date fair value of the boardshares granted ($33,784) and its committees. For service periodsthe intended economic value ($90,000) was paid to each non-management director in cash.

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Table of less than one year, amounts are prorated.

Contents

ELEMENT OF COMPENSATION		ANNUAL COMPENSATION AMOUNT
Annual Cash Retainer		$47,500
Independent Lead Director Cash Retainer		$20,000
Equity Award		On the date of each annual meeting of shareholders,outright grant of shares of common stock valued at $80,000 on the date of grant
Committee Chair Cash Retainers (in addition to Committee Member Cash Retainers)		$12,500 (Audit Committee and Compensation Committee) $6,500 (Nominating and Governance Committee)
Committee Member Cash Retainers		$7,500 (Audit Committee and Compensation Committee) $5,000 (Nominating and Governance Committee)
Other Fees		$500 per one-half day of service

We also maintainhave stock ownership and retention guidelines for our non-management directors. For more information regarding ourUnder the guidelines:

Each non-management director who joined the Board on or before August 1, 2017, must acquire, within five years of joining the Board, the number of shares of Libbey common stock ownership and retention guidelinesdetermined by dividing $237,500 by the average closing price of Libbey common stock over the one-year period ending July 25, 2017. 

Each non-management director who joined the Board after August 1, 2017, must acquire, within five years of joining the Board, the number of shares of Libbey common stock equal in value to at least five times the annual cash retainer for non-management directors see “Stock Ownership/in effect on the date the director is first elected to the Board. For purposes of determining the number of shares of Libbey common stock to be acquired, the cash equivalent value will be divided by the average closing price of Libbey common stock over the one-year period ending on the date of the director's election to the Board. 

Until the director acquires the guideline number of shares, he or she must hold 100% of the net after-tax shares of Libbey common stock issued to him or her on the date of each annual shareholders meeting and all other Libbey shares that he or she owns or otherwise acquires.

Once the director has achieved the guideline number of shares, he or she may dispose of Libbey common stock, provided that: (a) until retirement, the director must continuously hold at least the guideline number of shares; and (b) shares of Libbey common stock purchased by the director and net after-tax shares issued to the director on the date of each annual shareholders meeting must be held by the director for at least one year from the date on which the director acquired them.

As of March 20, 2020, all our existing non-management directors are in compliance with the Director Retention Guidelines” on page 60.

Guidelines.

Pursuant to the Director Deferred Compensation Plan (DCP), directors may elect to defer cash and/or equity compensation into any of 13 measurement funds. The Director DCP and the predecessor deferred compensation plans for which non-management directors were eligible are unfunded plans, and the Company does not guarantee an above-market return on amounts deferred under these plans. Amounts deferred under the Director DCP or a predecessor plan are, at the director's election, payable either in a lump sum or in installments over a time period of time selected by the director. Amounts deferred under our first deferred compensation plan for outside directors are payable in a lump sum upon the earlier of the director's death or retirement from our Board.

We reimburse our non-management directors for their travel expenses incurred in attending Board or Board committee meetings and for fees and expenses incurred in attending director education seminars and conferences. The directors do not receive any other personal benefits.

The following table below shows the pay received by our non-management directors in 2017.

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Corporate Governance

Director Compensation for Year Ended December 31, 2017
Director		Fees Earned or Paid in Cash ($)(1)		Stock Awards ($)(2)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(3)		All Other Compensation ($)		Total ($)
Carlos V. Duno		72,500		79,998		0		0	��	152,498
Ginger M. Jones		75,000		79,998		0		0		154,998
Eileen A. Mallesch		62,500		79,998		0		0		142,498
Deborah G. Miller		60,000		79,998		0		0		139,998
Carol B. Moerdyk		60,000		79,998		0		0		139,998
Steve Nave		37,303		0		0		0		37,303
John C. Orr		90,000		79,998		0		0		169,998

2019.

Director Compensation for Year Ended December 31, 2019

Director		Fees Earned or Paid in Cash(1)				Stock Awards(2)				Change in Pension Value and Nonqualified Deferred Compensation Earnings(3)				All Other Compensation				Total
Ginger M. Jones		$	145,716			$	33,784			$	0			$	0			$	179,500
Eileen A. Mallesch			138,216				33,784				0				0				172,000
Deborah G. Miller			112,040				33,784				0				0				145,824
Carol B. Moerdyk			113,851				33,784				0				0				147,635
Steve Nave			139,223				33,784				0				0				173,007
John C. Orr			126,919				33,784				0				0				160,703

(1)
(1)	Includes pay deferred into the Libbey common stock measurement fund pursuant to the Director DCP.

(2)

(2)

Represents the grant date fair value, determined in accordance with FASB ASC Topic 718, of awards of stock made to non-management directors on May 17, 2017.15, 2019. On that date, we awarded certain non-management directors stock having a grant date fair value of $8.12$2.44 per share. The awards were attributable to service during the preceding year. Pursuant to our stock ownership and retention guidelines for non-management directors, directors are required to hold the net after-tax shares issued for at least one year from the grant date.

(3)

(3)

We do not maintain a pension plan for our non-management directors. We do not guarantee any particular rate of return on any pay deferred pursuant to our deferred compensation plans. Dividends on pay deferred into the Libbey Inc. phantom stock or measurement fund under our deferred compensation plans for non-management directors accrue only if and to the extent payable to holders of our common stock. Pay deferred into interest-bearing accounts under our deferred compensation plans for non-management directors does not earn an above-market return, as the applicable interest rate is the yield on ten-year treasuries. Pay deferred into other measurement funds under our deferred compensation plans for non-management directors does not earn an above-market return, as that pay earns a return only if and to the extent that the net asset value of the measurement fund into which the pay is deemed invested actually increases.

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LIBBEYEXECUTIVE COMPENSATION

OFFICERS

As of April 1, 2020, our executive officers are:

Michael P. Bauer
PROPOSAL NO. 2
ADVISORY SAY-ON-PAY
We are providing shareholders the opportunity to cast an advisory vote with respect to the following resolution: RESOLVEDChief Executive Officer, that the shareholders of the Company approve, on an advisory and non-binding basis, the compensation of the Company’s named executives, as disclosed in this proxy statement, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, pursuant to Item 402 of Regulation S-K.
The Board recommends a vote FOR this Proposal

Biographical information for Mr. Bauer appears under "Libbey Board of Directors - Who are our continuing directors?"

Juan Amezquita

Senior Vice President, Chief Financial Officer and Treasurer

Mr. Amezquita, 51, has been Senior Vice President, Chief Financial Officer since January 13, 2020. Mr. Amezquita joined Libbey from Owens-Illinois (NYSE: OI), where he had served as Vice President of Strategy and Integration since April 2019. Mr. Amezquita previously held roles of increasing responsibility in O-I’s finance and treasury functions, beginning in 2005 as Treasurer of O-I Colombia and culminating in his roles as Vice President and Treasurer from 2012 to 2015 and Vice President of Finance and Corporate Controller from 2016 to April 2019. Mr. Amezquita’s earlier experience includes serving as chief financial officer for companies in the business services and health care industries in Colombia, as well as working as an IT systems analyst.

James C. Burmeister

Senior Vice President, Chief Operating Officer

Mr. Burmeister, 52, has been Senior Vice President, Chief Operating Officer since October 2019. Mr. Burmeister joined Libbey in March 2017 as Vice President, Chief Financial Officer; became Senior Vice President, Chief Financial Officer in June 2018; and was appointed to the additional role of Senior Vice President, Chief Operating Officer in October 2019. Mr. Burmeister ceased serving as Chief Financial Officer on January 13, 2020. Mr. Burmeister came to Libbey from The Andersons, Inc. (NASDAQ: ANDE), where he served since 2014 as Vice President, Finance and Treasurer, managing the treasury, tax, investor relations, sourcing, business development and continuous improvement functions. Before joining The Andersons, Inc., Mr. Burmeister held roles of increasing responsibility in operations finance with Owens Corning (NYSE: OC), beginning in 2005 as Director of Finance of the cultured stone business and culminating in his role from 2013-2014 as Vice President, Finance of the roofing and asphalt division. Earlier in his career, Mr. Burmeister served in a variety of roles with General Electric (NYSE: GE), including an assignment with GE's highly regarded Corporate Audit Staff, and with Rubbermaid in its supply chain function. Mr. Burmeister is a graduate of the U.S. Naval Academy and served as a commissioned officer in the U.S. Marine Corps from 1990 to 1995.

Jennifer M. Jaffee

Senior Vice President, General Counsel and Secretary

Ms. Jaffee, 37, has been Senior Vice President, General Counsel and Secretary of Libbey Inc. since December 1, 2019. Ms. Jaffee joined Libbey in 2009 as Corporate Counsel and held roles of increasing responsibility, including Senior Counsel and Assistant Secretary from 2014 to 2016, Assistant General Counsel and Assistant Secretary from 2016 to October 2019, and Associate General Counsel and Corporate Secretary from October 2019 until assuming her current role. Before joining Libbey, Ms. Jaffee was an associate at the firms Eastman & Smith Ltd., from 2008 to 2009, and Jones Day, from 2006 to 2008.

Sarah J. Zibbel

Senior Vice President, Chief Human Resources Officer

Ms. Zibbel, 40, has been Senior Vice President, Chief Human Resources Officer since June 2018, having joined Libbey in April 2018 as Vice President, Chief Human Resources Officer. Ms. Zibbel came to Libbey from Owens-Illinois, Inc. (NYSE: OI), where she most recently served as Vice President, Global Talent, Culture & Organizational Effectiveness since December 2017. Ms. Zibbel's previous positions at Owens-Illinois include Vice President, HR Strategy & Enterprise Transformation from 2016 to December 2017, Vice President, Human Resources, Global Technology and Operations from 2015 to 2016, Director, Corporate Human Resources from 2011 to 2015, and Manager, Corporate Human Resources from 2010 to 2011. Before joining Owens-Illinois, Ms. Zibbel was HR Operations Manager for Rexam PLC from 2009 to 2010, Human Resources Leader at Owens Corning (NYSE: OC) from 2005 to 2009, and Human Resource Director at MedCorp Inc. from 2002 to 2005.

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EXECUTIVE COMPENSATION

Proposal 2     Advisory Say-On-Pay

Pursuant to Section 14(a) of the Exchange Act, we are providing shareholders the opportunity to cast an advisory vote with respect to the following resolution:

RESOLVED, that the shareholders of the Company approve, on an advisory and non-binding basis, the compensation of the Company’s named executive officers, as disclosed in this proxy statement, including the compensation tables and narrative discussion, pursuant to Item 402 of Regulation S-K.

The Board recommends a vote FOR this Proposal

Our 20172019 executive pay program discussed below under “Compensation Discussion and Analysis” and related tables and narrative, is intended to deliver performance-based, market-driven pay:

PAY OBJECTIVE		SUPPORTIVE COMPONENTS OF 20172019 PAY PROGRAM
Support our business strategy; drive long-term performance and shareholder value		•     Annual and long-term incentive plan performance measures focused on growing our business profitably, improving our ability to generate cash, and improving our return on invested capital (ROIC) adjusted EBITDA •     Strategic objectives that are closely tied to developing and executing our strategy
Align interests of executives and shareholders		•     Performance-based annual and long-term incentive plans •     81%76% of our CEO’s target pay opportunity is “at-risk” •    Growth in our stock price is required in order to deliver any value to named executives under NQSOs •     RSUs directly align interests of executives and shareholders •     Stock retention guidelines designed to require our executives to achieve ownership of meaningful amounts of our stock
Attract and retain highly talented and experienced senior executives who are key to implementing our strategy and achieving future success		•    Market-driven total pay package •    NQSO and     RSU grants that vest ratably over four3 years
Align executive pay program with corporate governance best practices		•     Limited perquisites (taxperquisites: tax return preparation and financial planning (discontinued effective January 1, 2020); executive health screening program,program; limited ground transportationtransportation; and airline club membership) membership •     Limited severance pay arrangements •     Stock retention guidelines designed to require executives to achieve ownership of meaningful amounts of our stock •     Annual and long-term incentive awards and RSU and NQSO awards are subject to clawback

We believe that our 20172019 executive pay program linked directly to our corporate strategy. The quantitative performance metrics under both our 2017 SMIPstrategy and the performance cash component of our 2017 LTIP were tied directly to improving our ability to generate cashestablished a meaningful link between pay and improving our return on invested capital, both of which are critical to achieving our strategic objectives.

Additionally, the reduced payouts under our 2017 SMIP (ranging from 63% to 85% of target for each of the named executives, excluding Ms. Cerioli) and the performance cash component of our 2015 LTIP (at only 19.7% of target) directly reflect our financial performance and the Committee’s recognition that, even as we returned cash to shareholders in 2017 through dividends, our total shareholder return for the year was (59%), as shown in the chart on page 3.

performance.

Because your vote is advisory, it will not be binding on Libbey, our Compensation Committee or our Board of Directors. However, we value the opinions of our shareholders, and our Compensation Committee and Board will carefully consider the outcome of this vote.

22 Libbey Inc.

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Table of Contents

Executive Compensation

ExecutiveCompensation Discussion and AnalysisProgram

This

The Company is a “smaller reporting company” under Item 10 of Regulation S-K promulgated under the Securities and Exchange Act of 1934, and the following compensation disclosure is intended to comply with the requirements applicable to smaller reporting companies. Although the rules allow the Company to provide less detail about its executive compensation program, the Compensation Discussion and Analysis providesCommittee is committed to providing the information regardingnecessary to help shareholders understand its executive compensation-related decisions. Accordingly, this section includes supplemental narratives that describe our 20172019 executive pay program, particularly as it relates to the following individuals, who are our named executivesexecutive officers for 2017:

2019:

Named Executive		Title
Michael P. Bauer		Chief Executive Officer
William A. Foley		Executive Chairman and former Chief Executive Officer since January 11, 2016
James C. Burmeister		Senior Vice President, Chief Operating Officer and former Chief Financial Officer since joining Libbey on March 30, 2017
Veronica (Ronni) L. Smith Sarah J. Zibbel		Vice President, Interim Chief Financial Officer from January 1, 2017, until March 30, 2017; from March 30, 2017, until August 10, 2017, Ms. Smith served as Vice President, Corporate Controller, and from August 10, 2017, until her retirement on December 31, 2017, Ms. Smith served as Vice President, Finance Operations
Annunciata (Nucci) Cerioli		Senior Vice President, Chief Supply Chain Officer from December 1, 2014, until her employment ended March 31, 2017
Susan A. Kovach		Vice President, General Counsel and Secretary since July 2004
Salvador Miñarro Villalobos		Vice President, General Manager, U.S. and Canada from April 1, 2015, until his employment ended on January 15, 2018
Carol Summersgill		Vice President, Human Resources from September 1, 2016, until her employment ended on February 26, 2018Officer

EXECUTIVE SUMMARY

During 2017, we remained committed to our Creating Momentum strategic priorities:

PROFITABLE GROWTH		OPERATIONAL EXCELLENCE		ORGANIZATIONAL EXCELLENCE
Improving marketing capabilities in new product development and innovation to drive profitable growth		Improving operating processes, systems and technology		Building winning teams that foster high performance and live our core values

As discussed in the COMPENSATION PHILOSOPHYProxy Statement Summary at page 2, we made significant progress with respect to our strategic priorities, but our financial performance fell short of our expectations.

Executive Pay Highlights

Our executive compensation programs are designed to attract, develop and retain global business leaders who can drive financial and strategic objectives and are intended to foster a pay-for-performance culture and maximize long-term shareholder value.

KEY COMPENSATION PRACTICES

For a summary of

Our Compensation Committee follows these guiding principles when designing our compensation programs:

•

Competitiveness- Overall, the mix and levels of compensation should be reasonably comparable to appropriate peer companies so that the Company can continue to attract, retain and motivate high performing executives in an environment where companies are increasingly competing for high-caliber talent. Recognizing that Libbey’s size, manufacturing asset intensity and multi-channel characteristics make identifying appropriate peer companies especially challenging, the general guideline is to target compensation at the median; however, individual positions may have target compensation mix and/or levels above or below the median depending on an evaluation of relevant factors, including experience, performance, time in position, and what is needed to attract the best talent for key positions, particularly when the Company recruits from much larger companies.

•	Pay for Performance- Major pay components should be tied to the Company’s overall performance. Base salary and annual incentive compensation also should be tied to the performance of the individual executive.

•

Values- While the Company’s pay for performance philosophy should reward the achievement of financial and strategic objectives, how the results are achieved is also important in assessing base salary adjustments and annual incentive payments. Therefore, how the executive achieves results through collaboration and leadership - in keeping with the Company’s set of core values, notably teamwork, performance, continuous improvement, respect, development, and customer focus – is a key consideration in the individual performance review process.

•

Judgment- In assessing the executive’s contributions to the Company’s performance, the Committee looks to results-oriented performance measures, but also considers the long-term impact of an executive’s decisions. The CEO and Committee use their judgment and experience to evaluate whether an executive’s actions were aligned with the Company’s values and cultural elements.

•

Accountability for Short- and Long-Term Performance- Annual and long-term incentives should reward an appropriate balance of short- and long-term financial and strategic business results, with an emphasis on managing the business for the long term. Such incentives should have a clear, direct and balanced link to the Company’s financial and strategic objectives.

•	Alignment to Shareholders’ Interests- Long-term incentives should align the interests of individual executives with the long-term interests of the Company’s shareholders.

•	Simplicity- The Company strives to the extent practicable to make its compensation programs straightforward, simple to understand, and easy to administer and evaluate for competitiveness and appropriateness.

•	Reasonableness- Indirect executive compensation programs are designed to be reasonable and appropriate, with executive perquisites applied conservatively but judiciously.

In applying these guiding principles, the Committee seeks to ensure that the Company’s executive compensation practices, including practices we use to drive performanceprograms attract, retain and practices we do not use because we do not believe they would serve our shareholders’ long-termmotivate highly talented executives, support achieving the Company’s financial and strategic objectives, and align with shareholder interests see page 8 of the Proxy Statement Summary.

generally.

2018 Proxy Statement 23

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Key Compensation

CORE COMPENSATION ELEMENTS

Practices

✔ WHAT WE DO		WHAT WE DON’T DO
✓   Tie pay to performance by ensuring that a significant portion of executive pay is performance-based or at-risk ✓   Set clear financial and strategic goals for corporate performance, and differentiate based on individual performance against objectives determined early in the year ✓   Review market data relative to our peer group of companies, and use tally sheets to ensure compensation opportunities are consistent with the Compensation Committee’s intent ✓   Mitigate undue risk by emphasizing long-term incentives, capping potential payouts under our annual and long-term incentive plans, and using clawback provisions in our Omnibus Incentive Plans, reasonable retention strategies, performance targets and appropriate Board and management processes to identify and manage risk ✓   Have modest post-employment and change in control arrangements that are competitive with market practices ✓   Utilize “double-trigger” vesting of equity awards and non-equity incentives after a change in control ✓   Have stock retention requirements to enhance alignment of our executives’ interests with those of our shareholders ✓   Our Compensation Committee retains an external, independent compensation consultant and other external advisors as needed		No compensation programs that we believe create undue risks for our business     No significant additional benefits to executive officers that differ from those provided to all other U.S. employees     No repricing of stock options or SARs, nor buyouts of underwater stock options or SARs     No hedging, pledging or engaging in transactions involving derivatives of our stock     No employment agreements with our executives     No tax “gross ups” in our severance and change in control benefits

Core Compensation Elements

The Compensation Committee strives to provide an executive compensation program that aligns the interests of our executives with those of our shareholders. In furtherance of that aim, 50% of our CEO's target pay opportunity is performance-based and 81%76% of our CEO's target pay opportunity is “at-risk.“at risk.”

The percentages above represent pay opportunity at target and do not include sign-on or retention awards. "Incentive-Based Pay" includes an annual cash incentive award under our SMIP and long-term performance cash awards under our LTIP. "Time-Based Pay" includes NQSOs and RSUs granted under our LTIP. “NEOs” exclude Ms. Cerioli, whose employment ended March 31, 2017.

Pay for Performance Alignment

We strive to structure our executive compensation program to align pay with performance. The 2017 compensation of our named executives reflects the Company's performance in multiple respects:

Element	Key Characteristics	% of CEO Target Pay
BASE SALARY							24%
SALARIES REDUCED Base Salary			INCENTIVE PAYMENTS BELOW TARGET		OPTIONS UNDER WATER		DECLINE IN RSU VALUE Fixed component, reviewed annually
Voluntary 10% salary reduction for CEO and 5% salary reduction for other executives beginning May 1, 2017 INCENTIVE-BASED PAY (Performance-Based; At Risk)			LTIP payouts were only 19.7% of target; SMIP payouts were 63.0% to 85.0% of target50%(1)		As of December 31, 2017, all NQSOs granted since 2010 are under water		RSUs granted in 2017 have declined in value since grant date

(1) Does not include Ms. Cerioli, whose employment ended March 31, 2017

BASE SALARY

Named Executive		Annualized Salary Before April 1, 2017 ($)		Annualized Salary Effective April 1, 2017 ($)		Annualized Salary Effective May 1, 2017(1)  ($)
W. Foley		825,000		825,000		742,500
J. Burmeister		375,000		375,000		356,250
V. Smith		270,307		278,416		278,416
A. Cerioli		440,004		N/A		N/A
S. Kovach		343,250		353,548		335,870
S. Miñarro		357,041		362,397		344,277
C. Summersgill		300,000		309,000		293,550

(1) Reflects voluntary salary reductions as discussed under the heading "What pay did Libbey's executives receive for 2017?".

ANNUAL CASH INCENTIVE

The annual cash incentive plan adopted by the Committee in March 2017 provided the named executives with the opportunity to earn an award based 50% on the Company's adjusted cash earnings and 50% on achievement with respect to certain financial, operational, and organizational strategic objectives directly tied to our Creating Momentum strategic priorities of profitable growth, operational excellence, and organizational excellence. Adjusted cash earnings is calculated as shown inAppendix A. Despite strong performance with respect to the shared and individual strategic objectives component, poor performance with respect to the adjusted cash earnings metric resulted in below-target payouts of 63% to 85%, excluding Ms. Cerioli. Our SMIP has paid out below target each of the last 5 years, evidencing the rigor of the targets set by the Committee.

24 Libbey Inc.

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Executive Compensation

LONG-TERM INCENTIVE PROGRAM

Under the long-term incentive plan approved by the Committee in February 2017 for the 2017-2019 performance cycle, 50% of each executive's overall LTIP target opportunity consists of a performance-based cash incentive. This represents an increase from 40% of overall target opportunity for previous performance cycles.

The performance cash opportunity under the 2017 LTIP (2017-2019 performance cycle) is based on the Company's ROIC in 2017 and the Company's adjusted EBITDA in 2018 and 2019. ROIC and adjusted EBITDA are calculated as shown in Appendix A.

The Company's failure to achieve targeted ROIC in each of 2015, 2016 and 2017 resulted in payouts under the performance cash component of our 2015 LTIP of only 19.7% of target. This represents the lowest LTIP performance cash score ever under the performance cash component of the Company's long-term incentive plans.

EQUITY AWARDS

Under our 2017 LTIP, named executives were awarded RSUs and NQSOs with ratable, 4-year vesting. The RSUs and NQSOs had grant date fair values equal to 30% and 20%, respectively, of each executive's overall 2017 LTIP target opportunity. The value of this equity compensation has been impacted by our negative total shareholder return. The chart below shows the grant date fair value and December 31, 2017, market value of the RSUs and NQSOs granted to our CEO and other named executives in 2017. The grant date fair value was determined in accordance with FASB ASC Topic 718. The December 31, 2017, market value was determined by multiplying the number of RSUs by $7.52, the closing price of our common stock on the last trading day of 2017. As none of the NQSOs granted in 2017 was in-the-money as of December 31, 2017, the market value of the NQSOs is $0.

LOOKING AHEAD: 2018 COMPENSATION PROGRAM CHANGES

2018 SMIP

In order to simplify the plan design and focus the executives on key financial measures and Company-wide strategic objectives, each executive's annual incentive award opportunity under the 2018 SMIP will be based 65% on financial metrics (40% adjusted cash earnings, 10% revenue from new products, 15% e-commerce revenue) and 35% on shared non-financial strategic objectives. Because the plan design will not include individual objectives, the Committee will have the ability to adjust each executive's payout up or down to reflect exceptional or unsatisfactory individual performance.

2018 LTIP

Each executive's target opportunity under the 2018 LTIP will consist of restricted stock units with an economic value on the date of grant equal to 50% of the target opportunity and performance cash with a target value of 50% of the target opportunity.

The Committee elected to award the equity component of the 2018 LTIP entirely in RSUs to conserve shares under its incentive plans and manage its burn rate in light of the decline in the Company's stock price.

The Committee elected to use adjusted EBITDA as the financial metric for the performance cash component of the 2018 LTIP (for the 2018-2020 performance cycle) for the following reasons:

◦	After the Company's disappointing performance in 2017, including failure to achieve threshold with respect to the adjusted cash earnings metric of the 2017 SMIP, the Committee felt it was imperative to re-focus management on the primary drivers of cash earnings;

◦	Given the asset intensity of our business, as well as our relatively high degree of financial leverage, the Committee believes that adjusted EBITDA is an appropriate measure of core operating performance;

◦	Adjusted EBITDA is regularly used by the Company internally to measure profitability; and

2018 Proxy Statement 25

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Executive Compensation

◦	We believe adjusted EBITDA is used by investors, analysts and other interested parties in comparing our performance across reporting periods and in comparing Libbey to other companies with different capital and legal structures.

2016 LTIP and 2017 LTIP

•

For the same reasons as noted above with respect to the 2018 LTIP, in February 2018, the Committee modified the performance cash component of the 2016 LTIP (2016-2018 performance cycle) and 2017 LTIP (2017-2019 performance cycle) to provide that the performance metric for the 2018 and 2019 plan years would be based on adjusted EBITDA as opposed to ROIC. See "What pay did Libbey's executives receive for 2017? - Long-Term Performance-Based Compensation," below for additional information.

EXECUTIVE COMPENSATION PHILOSOPHY

Our executive compensation programs are designed to attract, develop and retain global business leaders who can drive financial and strategic objectives and are intended to foster a pay-for-performance culture and maximize long-term shareholder value.

Our Compensation Committee follows these guiding principles when designing our compensation programs:

Competitiveness- Overall, the mix and levels of compensation should be reasonably comparable to appropriate peer companies so that the Company can continue to attract, retain and motivate high performing executives in an environment where companies are increasingly competing for high-caliber talent. Recognizing that Libbey’s size, manufacturing asset intensity and multi-channel characteristics make identifying appropriate peer companies especially challenging, the general guideline is to target compensation at the median; however, individual positions may have target compensation mix and/or levels above or below the median depending on an evaluation of relevant factors, including experience, performance, time in position, and what is needed to attract the best talent for key positions, particularly when the Company recruits from much larger companies.

Pay for Performance- Major components of compensation should be tied to the Company’s overall performance. Base salary and annual incentive compensation also should be tied to the performance of the individual executive and his or her specific business unit or function.

Values- While the Company’s pay for performance philosophy should reward the achievement of financial and strategic objectives, the manner in which results are achieved is also important in assessing base salary adjustments and annual performance bonus payments. Therefore, while not always directly quantifiable, the manner in which the executive achieves results through collaboration and leadership - in keeping with the Company’s set of core values, notably teamwork, performance, continuous improvement, respect, development, and customer focus - are key considerations in the individual performance review process.

Judgment- In assessing the executive’s contributions to the Company’s performance, the Committee looks to results-oriented performance measures, but also considers the long-term impact of an executive’s decisions. The CEO and Committee use their judgment and experience to evaluate whether an executive’s actions were aligned with the Company’s values and cultural elements.

Accountability for Short- and Long-Term Performance- Annual and long-term incentives should reward an appropriate balance of short- and long-term financial and strategic business results, with an emphasis on managing the business for the long term. Such incentives should have a clear, direct and balanced link to the Company’s financial and strategic objectives.

Alignment to Shareholders’ Interests- Long-term incentives should align the interests of individual executives with the long-term interests of the Company’s shareholders.

Simplicity- The Company strives to the extent practicable to make its compensation programs straightforward, simple to understand, and easy to administer and evaluate for competitiveness and appropriateness.

Reasonableness- Indirect executive compensation programs are designed to be reasonable and appropriate, with executive perquisites applied conservatively but judiciously.

In applying these guiding principles, the Committee seeks to ensure that the Company’s executive compensation programs attract, retain and motivate highly talented executives, support achieving the Company’s financial and strategic objectives, and align with shareholder interests generally.

26 Libbey Inc.

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Executive Compensation

WHAT ARE THE ELEMENTS OF LIBBEY’S EXECUTIVE COMPENSATION PROGRAM?

Balanced Program with Significant Pay at Risk

The core elements of compensation for which our executives were eligible in 2017 were base salary, an annual cash incentive award under our SMIP, and long-term cash incentive and equity awards under our LTIP. For 2017, the pay opportunities of our named executives were designed to provide a balance of stable and competitive pay in the form of base salary, welfare and retirement benefits and perquisites; equity-based compensation (NQSOs and RSUs) that aligns our executives’ interests with those of shareholders generally and also serves as a retention tool; and annual and long-term incentive awards that are designed to motivate our executives to execute our strategy, thereby driving our financial and operational performance.

CORE COMPENSATION ELEMENTS

Type of Pay		Element		Key Characteristics		Objectives
Base salary		Base salary		Fixed component; reviewed annually		Talent attraction and retention
Incentive-Based Pay		Annual cash incentive award under our 2017 SMIPSenior Management Incentive Plan (SMIP)		At-risk variable pay opportunity for short-term performance; based 85% on financial metrics and 15% on strategic objectives; no guaranteed minimum payout; maximum payout equal toof 200% of target; payout is based 50% on adjusted cash earnings and 50% on strategic objectives		Talent attraction and retention; motivation; alignment with key business and financial objectives and strategies; alignment with shareholder intereststarget
		Long-term performance cash incentive awards under our 2017 LTIPLong-Term Incentive Plan (LTIP)		Formula-driven, at-risk cash award that comprises 50% of LTIP opportunity; based on 2017 ROIC and 2018 and 2019 adjusted EBITDA; no guaranteed minimum payout; maximum payout equal toof 200% of target; payout based on ROIC for each year through 2017		Talent attraction and retention; motivation; alignment with key business and financial objectives and strategies; alignment with shareholder intereststarget
TIME-BASED PAY (At Risk)							26%
Time-Based Pay			NQSOs Restricted stock units (RSUs) granted under our 2017 LTIP		Comprise 20% Intended to comprise 50% of LTIP opportunity; at risk; exercise price equal to closing stock price on grant date; generally awarded annually; vest ratably over four years beginning on a date not earlier than the first anniversary of the date the award is approved; expire ten years from grant date		Talent attraction and retention; motivation; alignment with shareholder interests
		RSUs granted under our 2017 LTIP		Comprise 30% of LTIP opportunity; at risk; vest ratably over four years beginning on a date not earlier than the first anniversary of the date the award is approved;three years; no dividends or voting rights with respect to unvested RSUs		Talent attraction and retention; motivation; alignment with shareholder interests

OTHER COMPENSATION ELEMENTS

The percentages above represent annualized pay opportunity at target and do not include sign-on awards. “CEO” refers to Michael P. Bauer. See Appendix A for the definition of ROIC and calculations of adjusted cash earnings and adjusted EBITDA.

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2019 financial and operating highlights

During 2019, we remained committed to our strategic priorities:

PROFITABLE GROWTH including leveraging our industry leading digital and e-commerce capabilities, focusing on underpenetrated segments of the foodservice channel, and maintaining a flow of innovative new products;

OPERATIONAL EXCELLENCE through best-in-class service, asset optimization and continuous improvement; and

ORGANIZATIONAL EXCELLENCE that develops our talent and culture to a more agile, externally focused organization in which people feel empowered, accountable and embrace transparency and change.

We also made significant progress with respect to key financial drivers of our strategic initiatives:

Element		Key Characteristics		Objectives
Perquisites		Direct payment or reimbursement of personal financial planning and tax return preparation fees; annual executive health screening and related services; ground transportation for trips between Toledo, Ohio, and the Detroit/Wayne County Metropolitan airport for the executive when traveling for business purposes and the executive's spouse when traveling together; membership in one airline club of the executive's choice; for executives relocating at Libbey's request, moving and related expenses associated with the move (may also include loss-on-sale protection when necessary to attract talent); and, for Mr. Foley, a housing allowance for housing in the Toledo, Ohio, area since his primary residence is in the Cleveland, Ohio, area		Talent attraction and retention
	•	Our adjusted EBITDA (calculated as shown in Appendix A) for 2019 was $70.3 million.

Sales from new products contributed 7.3% of consolidated net sales for the year.

We achieved a $17 million reduction in net inventories year-over-year while maintaining best-in-class customer service levels.

Pay for Performance Alignment

The 2019 compensation of our named executives reflects alignment of pay with performance:

•	30% Reduction in CEO Target Pay. When Mr. Bauer was hired as CEO in March 2019, the Compensation Committee set his annual target direct compensation 30% below that of our prior CEO, Mr. Foley.

CEO Annual Target Direct Compensation

•
Welfare and retirement benefits		Medical, dental and life insurance benefits for U.S. Simplified Annual Incentive Plan More Closely Tied to Financial Performance. In designing the 2019 SMIP, the Committee made several changes to simplify the plan design, focus the executives on key financial measures and strategic objectives, and increase the same basis aspercentage of the plan tied to the Company’s financial performance.

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•

36% Voluntary Reduction in Annual Incentive Payouts. Based on the Company’s 2019 performance with respect to the targets set by the Compensation Committee in early 2019 for each of the 2019 SMIP metrics, each of the named executives earned a payout under the 2019 SMIP equal to 136% of target. However, in recognition of the decline in the Company’s stock price during 2019 and the need to conserve cash, the executive leadership team recommended, and the Compensation Committee agreed, that all U.S. salaried employees; matching contributionspayouts under the 2019 SMIP should be limited to 100% of target. Our SMIP has paid out at or below target each of the last seven years.

•

Below-Target Payouts Under Long-Term Incentive Plan. The performance cash opportunity under the 2017 LTIP (2017-2019 performance cycle) was based on the Company's ROIC in 2017 and the Company's adjusted EBITDA in 2018 and 2019. The Company's failure to achieve target with respect to these performance measures resulted in payouts under the performance cash component of our 2017 LTIP of only 23.1% of target. Our LTIP has paid out below target each of the last seven years.

•	RSUs Granted in 2019 Have Declined in Value. Under our 2019 LTIP, named executives were awarded RSUs with ratable, 3-year vesting. Demonstrating that our executive’s pay is aligned with other shareholders, the value of this equity compensation has been further impacted by our negative total shareholder return. The chart below shows, with respect to the RSUs granted to our 401(k) savings plannamed executives in 2019, the market value on the same basis as for all U.S. salaried employees; for Ms. Kovach only, retirement benefits under our Salary Plan (a qualified retirement plan for all U.S. salaried employees hired before January 1, 2006) and our Supplemental Retirement Benefit Plan ("SERP") (an excess, non-qualified plan designed to provide substantially identical retirement benefits as the Salary Plan to the extent the Salary Plan cannot provide those benefits due to IRS limitations; no enhanced credit has ever been provided). Company contribution credits under the Salary Plangrant date and the SERP were discontinued atmarket value on December 31, 2019. The market value was determined by multiplying the endnumber of 2012		Talent attraction and retention
Limited Income Protection		Separation benefits under change in control agreements orRSUs by the closing price of our executive severance policy; contingent component payable only if employment is terminated under specified circumstances		Talent attraction and retentioncommon stock on the applicable date.

Market Value of RSUs Granted Under 2019 LTIP

■ Grant Date       ■ December 31, 2019

2018 Proxy Statement 27

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Executive Compensation

WHAT PAY DID LIBBEY’S EXECUTIVES RECEIVE FOR 2017?

Base Salary

2019?

Base Salaries
•	Salary for new CEO 18% lower than for previous CEO

•	No salary increases for recently hired executives

The Compensation Committee reviews base salaries at least annually and makes salary decisions after receiving input from its independent compensation consultant and the CEO (with respect to salaries of non-CEO executives).

Mr. Bauer succeeded Mr. Foley as our CEO effective March 25, 2019. In setting Mr. Bauer's initial base salary and target short-term and long-term incentive opportunities, we considered his highly sought after skill-set and experience, the significant responsibilities of the Chief Executive Officer position and its importance to achieving our strategy, the relationship of his compensation to that of our other executive officers, the fact that Mr. Bauer had never before been chief executive officer of a public company, and the results of a benchmarking study.

Except for Mr. Foley, the named executives' annualized base salary rates are:

Named Executive	Annualized Base Salary
M. Bauer		$	675,000
J. Burmeister			430,000
S. Zibbel			310,002

While serving as CEO during 2019, Mr. Foley's annualized base salary was $825,000, the same initial rate established at his time of hire in January 2016. As Executive Chairman, Mr. Foley’s annualized base salary was $232,000, equivalent to the compensation he would have received as a non-management director. See "Non-Management Directors' Compensation" for more information regarding our compensation program for non-management directors.

In March 2019, the Committee reviewed of Mr. Burmeister’s pay package. Effective March 15, 2019, the Committee authorized an increase in Mr. Burmeister’s annual salary from $390,000 to $430,000 and increases in Mr. Burmeister’s annual and long-term incentive opportunities. In authorizing these increases, the Committee considered Mr. Burmeister’s high performance, the need to retain Mr. Burmeister, the results of a benchmarking study, and the significant contributions that Mr. Burmeister has made and is expected to continue to make toward achieving the Company’s strategic objectives.

Ms. Zibbel did not receive a salary increase in 2019, as she was hired in April 2018.

Annual Cash Incentive Award Under Our SMIP
SALARY HIGHLIGHTS •	•    10% voluntary salary Based 85% on financial metrics (50% on adjusted cash earnings, 20% on OTIF and inventory reduction, for CEO beginning May 1, 2017 •    5% voluntary salary reduction for other then-current executives beginning May 1, 2017 15% on new product revenue) and 15% on strategic objectives (ERP implementation)

In February 2017,

Despite achieving payouts of 136% of target, management recommended, and the Compensation Committee approved modest base salary increases of 1.5% for Mr. Miñarro and 3.0% for each of Ms. Cerioli, Ms. Kovach, Ms. Smith and Ms. Summersgill. At Mr. Foley’s request, his base salary was not increased. For the executives other than Ms. Cerioli (who left the Company on March 31, 2017), the increases were effective April 1, 2017.

When we hired Mr. Burmeister as Vice President, Chief Financial Officer, effective March 30, 2017, the Committee approved an initial base salary of $375,000.

In light of disappointing performance during the first quarter of 2017, the executive leadership team decided to take action to reduce costs. Accordingly, effective May 1, 2017, the CEO and other then-current members of the executive leadership team voluntarily agreed, to 10% and 5% salary reductions, respectively. These salary reductions were effective through December 31, 2017. There was no salary reduction for Ms. Smith, who was no longer a member of the executive leadership team as of May 1, 2017.cap actual payouts at 100%

Annual Cash Incentive Award under our SMIP

SMIP HIGHLIGHTS	•    Annual Cash Incentive Award •    Based 50% on Company's adjusted cash earnings and 50% on performance against strategic objectives •    Below-target payouts ranging from 63% to 85% (excluding Ms. Cerioli)

Plan Design

The Compensation Committee approved our 2017the 2019 SMIP design, metrics, targets and approved each named executive's SMIP target opportunitypayout scales in March 2017.

TARGET OPPORTUNITIES

Each ofFebruary 2019. In designing our named executives had a target opportunity under the 2017 SMIP equal to a percentage of his or her actual base salary earned in 2017.

In setting the named executives’ target opportunities under the 20172019 SMIP, the Compensation Committee elected notsought a design that, compared to increase the target opportunities from the prior-year plan for any of the named executives except Ms. Summersgill, whoseour 2018 SMIP, target opportunity was increased from 45% to 50% to match Ms. Kovach's target opportunity.

By reducing their base salaries (as explained above), the executives also effectively reduced their target opportunities under the SMIP, as SMIP targets are a percentage of each executive’s actual base salary earnings for the year.

Named Executive		Target Award as a Percentage of Full-Year Base Salary		Target Award as Estimated in March 2017 ($)		Target Award based on Actual Full-Year Base Salary ($)
W. Foley		100%		825,000		770,000
J. Burmeister		60%		169,922		162,812
V. Smith		40%		110,556		110,556
A. Cerioli		60%		267,962		66,001
S. Kovach		50%		175,487		169,595
S. Miñarro		60%		218,241		209,387
C. Summersgill		50%		153,375		148,225

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Executive Compensation

PLAN DESIGN

Under our 2017 SMIP, each named executive had an opportunity to earn a payout based 50%less complex with greater emphasis on the Company’s adjusted cash earnings (calculated as shown in Appendix A) and 50% on strategic objectives. By contrast, our 2016 SMIP design consisted of two equally weighted financial performance metrics: revenue growth (net sales) and adjusted cash earnings (calculated as shown in Appendix A). Because execution of our strategic objectives was essential to ensuring the Company’s future, the Compensationmetrics. The Committee felt it was important, however, to continue to directly incent the executives to focus their efforts on the critical objectives supporting our Creating Momentum strategy. The Committee recognizedobjective of ERP implementation, recognizing that the fruitsbenefits of the Company's investment with respect to these objectives mayERP implementation would not be reflected in improvements to the Company's financial performance until future years. The Committee also considered the need to maintain motivation amongmotivate the management team and retain high-performing leaders after several years of below-target payouts.

Under For these reasons, the termsCommittee adopted the following design:

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Table of her separation agreement, Ms. Cerioli was eligible to earn a payout with respect to the adjusted cash earnings metric, but she was not eligible to earn a payout with respect to the strategic objectives component.Contents

Adjusted Cash Earnings

(50% of Target Opportunity)

The target and payout scale for the Company adjusted cash earnings performance metric was:

Adjusted Cash Earnings
Full-Year Cash Earnings (dollars in thousands)				Percent of Targeted Cash Earnings		Performance Level		Payout Percentage
	$119,596			110.0%		Maximum		200%
	$108,724			100.0%		Target		100%
	$86,979			80.0%		Threshold		50%
< $86,979				< 80.0%		Below Threshold		0%

While the 2017

Full-Year Adjusted Cash Earnings (in thousands)			Percent of Targeted Cash Earnings		Performance Level		Payout Percentage
$97,061			110.0%		Maximum		200%
$88,237			100.0%		Target		100%
$70,590			80.0%		Threshold		50%
< $70,590			< 80.0%		Below Threshold		0%

The 2019 adjusted cash earnings target of $108.7$88.2 million was lower than the adjusted cash earnings target under our 20162018 SMIP, but higher than the Company's 2018 adjusted cash earnings (as calculated for incentive compensation purposes under the 2018 SMIP) of $69.2 million. The Committee believed that the 20172019 adjusted cash earnings target was a sufficiently challenging goal because it reflected a significant increase over the Company's adjusted cash earnings for 2018 and, when this target was established in early 2017,2019, the Company expected adjusted cash earnings to be affected by intensecosts associated with implementation of a new global ERP system and a continued challenging competitive pressure, technology investments in e-commerce and new product development, planned furnace rebuilds, further currency headwinds, and continued decline in restaurant and retail traffic. The degree of difficulty required for the Company to achieve target performance with respect to the financial metrics in its annual incentive plan is evidenced by historical results. The Company has failed to achieve target with respect to the financial performance metrics of its annual incentive plans for the past three years.

environment.

Under the 20172019 SMIP, the Committee may adjust actual results to exclude the impact of extraordinary and unusualspecial items. Examples of special items for which adjustments may be made include restructuring charges, asset impairment charges, and other similar items that are either not foreseen or are foreseen but are not included in the Company's annual operating plan because the occurrence of the event is substantially uncertain at the time the annual operating plan is submitted to the Board. The Committee believes such adjustments are appropriate so that our executives' pay will not be impacted, positively or negatively, by special items that are not a reflection of our core operating performance. As explained in further detail below, and as shown inWith respect to the calculations set forth on attached Appendix A,2019 SMIP, the Committee adjusted cash earnings to reflect certain special items. The adjustments to cash earnings had no effect on the payout percentage for the metric, as adjusted cash earnings remained below the threshold level required for any payout.

2018 Proxy Statement 29

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Executive Compensation

The Committee believed that it was appropriate to adjust cash earnings (calculated as set forth on attached Appendix A) by the following items that did not reflect our core operating performance and were not anticipated or budgeted. As a result, the Committee adjusted cash earnings (calculated as set forth on attachedbudgeted: Appendix A) by the following items:

Item		Amount of Adjustment to Company-Wide Cash Earnings ($)
Reorganization charges		2,488,000
Mexico Goodwill Impairment		79,700,000
Total		82,188,000

Item	Amount of Adjustment to Company-Wide Cash Earnings
Asset impairments		$	65,152,000
Organizational realignment			3,341,000
Debt refinancing fees			525,000
Total		$	69,018,000

After accounting for these adjustments, adjusted cash earnings was $59.4were $91.5 million, or 54.6%103.7% of targeted adjusted cash earnings for the year. Based on the payout scale above, adjusted cash earnings was below threshold,were above target, resulting in no payout scores of 137.5% of target for the named executives with respect to the adjusted cash earnings component of the SMIP.

Strategic Objectives

The strategic objectives

OTIF and Inventory Reduction (20% of Target Opportunity)

Success under the OTIF and inventory reduction component of the 20172019 SMIP consistedis based on our ability to reduce net inventory while sustaining high levels of shared strategic objectives that were common amongcustomer service, measured by the executivespercentage of orders delivered on time and individual strategic objectives that varied among the executives.

Shared Strategic Objectives

With respect to the shared strategic objectives described below, the named executives who shared the objective were evaluatedin full (OTIF). The Company achieved OTIF of 94.4% and scoredinventory reduction net of currency impact (calculated as shown in Appendix A) of $16,708,000, resulting in a group, such that all applicable named executives received the same rating for the objective. Although the named executives were scored as a group, the weight assigned to each objective varied among the named executivespayout score of 187% based on the extentfollowing matrix:

 Inventory Reduction (Dollars in Millions)

			Min	Target	Max
	OTIF	Max	91% ($10.0) 100%	91% ($13.0) 150%	91% ($18.0) 200%
		Target	90% ($10.0) 75%	90% ($13.0) 100%	90% ($18.0) 150%
		Min	87% ($10.0) 50%	87% ($13.0) 75%	87% ($18.0) 100%

Objective Payout %

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Table of Contents

New Product Revenue (15% of Target Opportunity)

The new product revenue performance measure under the 2019 SMIP consists of gross revenue from new products launched in the previous 36 months on a rolling basis. The Committee chose new product revenue as a performance measure to whichencourage progress toward the respective executives could influence achievementCompany's long-term goal to have new products make up 8% to 9% of the objective. Company's sales. This form of measure acknowledges that, due to the length of the new product development cycle from initial innovation to market penetration, revenue benefits from new products take time to achieve.

The targets weretarget and payout scale for the new product revenue performance metric was:

Full-Year New Product Gross Revenue (dollars in thousands)		Percent of Targeted New Product Gross Revenue		Performance Level		Payout Percentage
$57,750		110.0%		Maximum		200%
$52,500		100.0%		Target		100%
$44,625		85.0%		Threshold		50%
< $44,625		< 85.0%		Below Threshold		0%

Based on the new product pipeline in place in early 2019, the Committee felt the new product revenue target was sufficiently challenging, even though the target was lower than the prior year’s target. The Company ultimately achieved $61.8 million in gross revenue from new products in 2019, a $3.3 million increase versus the prior year, resulting in a payout score of 200% based on the scale above. Even if the Committee had maintained the higher target and payout scale from the prior year, the $61.8 million in new product gross revenue still would have resulted in a 200% payout score.

Strategic Objective: ERP Implementation (15% of Target Opportunity)

The target was established by the Committee early in 20172019 and the Company's performance with respect to the objectives was evaluated and scored by the Committee in February 2018.

2020. The tables below describe eachCommittee included the objective because it supports operational excellence and profitable growth. ERP investment is critical to driving future top-line growth and margin improvement. The target was established by the Committee early in 2019, based on the Company’s timeline and budget with respect to three key ERP implementation milestones the Company intended to achieve during the year. The ERP objective was qualitative, with success measured based on how many of the shared strategic objectives, their link to our Creating Momentum strategy,three key milestones the named executives to whomCompany executed during the objectives applied,year, within budget.

At its meeting in February 2020, the weight of the objectives as a percentage of each named executive's overall strategic objectives component of the SMIP, the types of measures, targets, andCommittee reviewed the Company's performance with respect to the objective as determined byERP objective. Despite the fact that the Company had made significant progress with respect to the ERP implementation, the Committee at its February 2018 meeting.

Drive sales through innovation and new product development
Strategy Link:	Supports growth objective		Measure	Threshold	Target	Maximum	Actual Performance
Applicable NEOs:	All except Mr. Foley		Global revenue from new products or innovation	$12.6 million	$14.0 million	$15.4 million	$17.6 million
Weight:	5.0% to 25.0% per applicable NEO			(2 rating)	(3 rating)	(5 rating)	5 rating

.

Enable digital capability and achieve e-commerce revenue growth
Strategy Link:	Supports growth objective		Measure	Threshold	Target	Maximum	Actual Performance
Applicable NEOs:	All		E-commerce revenue growth attributable to brick & mortar and pure play retailers	17.2%	21.5%	28.0%	22.5%
Weight:	10.0% to 20.0% per applicable NEO			(2 rating)	(3 rating)	(5 rating)	3.3 rating

Develop talent
Strategy Link:	Supports organizational excellence		Measure	Threshold	Target	Maximum	Actual Performance
Applicable NEOs:	All		Non-financial	Complete individual development plans and development meetings for all Top 40 leaders	Complete individual development plans and meetings for all top talent	In addition, each member of the leadership team leads a development training session	Completed individual development plans for all top talent plus each member of leadership team led a development training session
Weight:	10.0% to 25.0% per applicable NEO
				(3 rating)	(4 rating)	(5 rating)	5 rating

30 Libbey Inc.

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Executive Compensation

Individual Strategic Objectives

In additiontook a conservative approach and scored the Company’s performance below threshold, resulting in no payout with respect to the shared strategic objectives described above, each named executive officer (except Ms. Cerioli) was assigned individual strategic objectives early in the year. The individual strategic objectives are designed to be specific and measurable and to further the Company's Creating Momentum strategy by directly supporting the Creating Momentum strategic priorities of profitable growth, operational excellence, and organizational excellence. While certainERP metric of the individual objectives had financial or other quantitative components, the overall scoring and assessment was subjective and qualitative, with the executive's performance against each goal being rated on a scale of 0 to 5.

Although disclosure of certain of the individual objectives of our executives may result in competitive harm, the following table provides examples of the individual objectives2019 SMIP.

Target Opportunities

Each of our named executives for 2017:

Name		Individual Objective
Mr. Foley		• Develop corporate growth strategy
		• Production network re-balancing assessment and implementation
		• Build customer relationships
Mr. Burmeister		• Assess internal controls and improve enterprise risk management mitigation
		• Establish business partnerships
Ms. Smith		• Ensure smooth CFO and Corporate Controller transitions
		• Fulfill duties as interim CFO
Ms. Kovach		• Develop intellectual property strategy
		• Oversee resolution of Mexican tax assessment
Mr. Miñarro		• Manage U.S. & Canada inventory
		• Achieve U.S. & Canada budgeted regional revenue
Ms. Summersgill		• Executive leadership team development
		• Create culture transformation strategy

At its meetinghad a target opportunity under the 2019 SMIP equal to a percentage of his or her actual base salary earned in 2019. Except with respect to Mr. Bauer, the Compensation Committee approved each executive’s target opportunity in February 2018,2019. Mr. Bauer’s SMIP target was approved at the time of his hire in March 2019.

For the reasons described above under “Base Salaries,” the Committee reviewedelected to increase Mr. Burmeister’s SMIP target opportunity from 60% to 70%, effective March 15, 2019.

In connection with his retirement as CEO, Mr. Foley’s participation in the named executives'2019 SMIP was prorated to March 31, 2019.

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Table of Contents

Payouts

In February 2020, the Committee evaluated and scored the Company’s performance with respect to each of their individual strategic objectivesmetric and the Company's performance with respect to the shared strategic objectives. The Committee received input from Mr. Foley regarding the other named executives' performance with respect to their individual strategic objectives. After meeting in executive session, the Committeeoverall plan and determined the Company's scores with respect to each shared objective and each executive's scores with respect to his or her individual objectives.

The weighted rating of the overall strategic objectives for each named executive was converted to a payout score based on the following scale:

Strategic Objectives
Overall Rating		Payout Percentage
above 4.5		176% - 200%
4.1 - 4.5		151% - 175%
3.6 - 4.0		126% - 150%
3.1 - 3.5		101% - 125%
2.6 - 3.0		76% - 100%
2.0 - 2.5		51% - 75%
below 2.0		0% - 50%

Under the 2016 SMIP design, a participant's payout could be increased or decreased up to 25% based on individual performance. The Committee elected not to include the 25% individual performance modifier in the 2017 SMIP design, as each participant's individual performance would already be reflected in his or her score with respect to the strategic objectives component. In effect, the maximum possible payout for a participant under the 2017 SMIP was 200% of target, lower than the 225% maximum possibleexecutive’s actual payout under the 2016 SMIP.

2018 Proxy Statement 31

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Executive Compensation

Based on the payout scores for each of the plan components and the weight assigned to each component, the total unadjusted payout score under the 2019 SMIP PAYOUTS

was 136% of target.

Component		Payout Score		Weight		Weighted Payout Score		Total Unadjusted Payout Score
Adjusted Cash Earnings		137.5%		50%		68.8%		136%
OTIF & Inventory		187%		20%		37.4%
New Product Revenue		200%		15%		30.0%
ERP Implementation		0%		15%		0.0%

The CEO and the other executive officers recommended to the Committee, and the Committee agreed, that payouts under the SMIP should be capped at 100% in light of the Company’s need to conserve cash and the significant decline in total shareholder return in 2019.

Accordingly, the named executives received the following payouts under the SMIP:

														Unadjusted Payout								Actual Payout
Named Executive		Eligible Base Salary				Target as % of Eligible Base Salary				Target				As Percent of Target				Unadjusted Award				As Percent of Target				Actual Award
M. Bauer		$	520,313				100	%		$	520,313				136	%		$	707,626				100	%		$	520,313
W. Foley			206,250	(1)			100	%			206,250				136	%			280,500				100	%			206,250
J. Burmeister			421,668				60%-70	%(2)			287,043				136	%			390,378				100	%			287,043
S. Zibbel			310,002				50	%			155,001				136	%			210,801				100	%			155,001

(1)     Mr. Foley’s participation in the SMIP was prorated based on the portion of the year during which he served as CEO.

(2)    Mr. Burmeister's target opportunity was increased from 60% to 70% effective March 15, 2019.

29

Named Executive		Target Award as a Percentage of Full-Year Base Salary		Target Award based on Actual Full-Year Base Salary ($)			Cash Earnings Component Payout Score (50% of overall payout)		Strategic Objectives Component Payout Score (50% of overall payout)		Total Payout as Percent of Target		Actual Award ($)
W. Foley		100%		770,000			0%		150%		75%		577,500
J. Burmeister		60%		162,812			0%		170%		85%		138,391
V. Smith		40%		110,556			0%		150%		75%		82,917
A. Cerioli		60%		66,001			0%		0%		0%		0
S. Kovach		50%		169,595			0%		140%		70%		118,716
S. Miñarro		60%		209,387			0%		126%		63%		131,914
C. Summersgill		50%		148,225			0%		170%		85%		125,991

Long-Term Performance-Based Compensation

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Table of Contents

Long-Term Performance-Based Compensation
•
LTIP HIGHLIGHTS	•     Long-term performance cash incentive award •    Based on Company's ROIC for each year through 2017 and EBITDA for 2018 and each year thereafter •    Below with target payoutequal to 50% of 19.7% for 2015overall LTIP (for the 2015-2017 performance cycle) •    2016 LTIP (for 2016-2018 performance cycle) and 2017 LTIP (for 2017-2019 performance cycle) both tracking below target opportunity

Based on Company's adjusted ROIC for 2017 and adjusted EBITDA for 2018 and 2019

In

Below target payout of 23.1% for 2017 each named executive’sLTIP (for the 2017-2019 performance cycle)

2018 LTIP (for 2018-2020 performance cycle) and 2019 LTIP (for 2019-2021 performance cycle) both tracking below target

Our long-term incentive opportunity includedplans include a cash-based performance component (50% of target opportunity) and an award of NQSOstime-based equity (50% of target opportunity). The performance component under our LTIP provides for cash awards if and RSUs. to the extent we achieve our targeted financial metrics for each of the 1-year performance periods included in the 3-year performance cycle. The scale used to determine the payout score for each of the three 1-year performance periods is reset for each performance period to correlate with targeted financial performance for that year. The amount of the final payout, if any, is determined based on the average of the three discrete, single-year payout scores. In deciding to set annual goals instead of 3-year goals, the Committee considered the extreme difficulty in forecasting three years ahead in the volatile economic environment and competitive market conditions (as evidenced by our inability to achieve target performance under our annual incentive plans over the preceding six years) and the need to keep management engaged as the Company faces that challenging environment.

Our performance during 2019 is included in the 3-year performance cycle for each of our 2019 LTIP (2019-2021 performance cycle), 2018 LTIP (2018-2020 performance cycle) and 2017 LTIP (2017-2019 performance cycle).

2019 LTIP (2019-2021 Performance Cycle)

The long-term incentive opportunity is intended to have an aggregate economic value equal to a target percentage of the executive’s base salary.salary in effect on January 1, 2019, or, if the executive is hired later in the year, the base salary in effect at time of hire. Mr. Bauer’s target was set by the Committee at his time of hire, while the other named executive’s targets were set by the Committee in February 2019. For the reasons explained above under “Base Salaries,” the Committee subsequently chose to increase Mr. Burmeister’s target from 100% to 120% effective March 15, 2019. The table below sets forth the target percentage for each of the named executives in 2017.

Named Executive		2017 Target Long-Term Award as a Percentage of Annualized Base Salary
W. Foley		300%
J. Burmeister		100%
V. Smith		70%
A. Cerioli		120%
S. Kovach		95%
S. Miñarro		120%
C. Summersgill		80%

the 2019 LTIP.

Named Executive		2019 Target Long-Term Award as a Percentage of Annualized Base Salary	Weight of Performance Cash Component	2019 Target Long-Term Cash Award as a Percentage of Annualized Base Salary
M. Bauer		225%	50%	112.5%
W. Foley		300%	50%	150%
J. Burmeister		100% - 120%	50%	50% - 60%
S. Zibbel		70%	50%	35%

The Committee believes cash is the appropriate vehicle for the performance component of the long-term incentive plans. While the Committee has considered the use of performance-based equity awards, the Committee continues to use performance-based cash because of the need to conserve shares under its omnibus incentive plansOmnibus Incentive Plans and manage the Company's burn rate in light of the decline in the Company's stock price.

The cash-based

In early 2022, the Committee will evaluate the Company’s performance opportunity providedwith respect to our named executives for performance during 2017 consistedthe 2019 LTIP and determine the amounts of the following components:

A performance component under our 2015 LTIP (for the 2015-2017 performance cycle) that provides for cash awardspayouts, if and to the extent we achieve our targeted return on invested capital (ROIC)any, for each of the three 1-yearnamed executives.

2018 LTIP (2018-2020 Performance Cycle)

In early 2021, the Committee will evaluate the Company’s performance periods included in the three-year performance cycle; a performance component under our 2016 LTIP (for the 2016-2018 performance cycle) and 2017 LTIP (for the 2017-2019 performance cycle) that provides for cash awards if andwith respect to the extent we achieve our targeted return on invested capital (ROIC) for 20172018 LTIP and our targeted earnings before interest, tax, depreciation and amortization (EBITDA)determine the amounts of the payouts, if any, for each of the remaining one-yearnamed executives. Based on the Company’s performance periods included in 2018 (0% payout score) and 2019 (69.3% payout score), the three-year performance cycle. Becausehighest possible payout under the 2018 LTIP would be below target at 89.8%.

30

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Table of ROIC's relationship to total shareholder return,Contents

2017 LTIP (2017-2019 Performance Cycle)

When the Committee initially adopted the 2017 LTIP, the Committee believed that using adjusted ROIC as a performance measure would align with the long-term interests of our shareholders. After the Company's disappointing performance in 2017, for any performance cycleshareholders because of whichadjusted ROIC's relationship to total shareholder return. In February 2018, or 2019 is a part the Committee choseelected to changeuse adjusted EBITDA as the financial metric for the performance in eachcash component of those twothe 2018 LTIP and modified the performance cash components of the 2016 LTIP and 2017 LTIP to provide that the performance metric for the 2018 and 2019 plan years would be based on adjusted EBITDA as opposed to ROIC. The Committee transitioned from adjusted ROIC to adjusted EBITDA for the following reasons:

The Committee recognized that the large investments needed in connection with our ERP implementation, our e-commerce platform and new product development, all of which are essential to our Creating Momentum strategic priorities, were unlikely to generate significant returns until future years;

Given the asset intensity of our business, as well as our relatively high degree of financial leverage, the Committee believes that adjusted EBITDA is an appropriate measure of core operating performance;

The Committee felt it was imperative to re-focus management on the primary drivers of cash earnings. For additional discussion ofearnings;

Adjusted EBITDA is regularly used by the Committee's rationale in replacing ROIC withCompany internally to measure profitability; and

We believe adjusted EBITDA see "Looking Ahead: 2018 Compensation Program Changes" on page 25. The scaleis used by investors, analysts and other interested parties in comparing our performance across reporting periods and in comparing Libbey to determine the payout score for each of the three 1-year performance periods is reset for each performance periodother companies with different capital and legal structures.

Despite transitioning from adjusted ROIC to correlate with targeted ROIC or targeted adjusted EBITDA, as applicable, for that year. The amount of the final payout, if any, will be determined based on the average of the three discrete, single-year payout scores. In deciding to set annual goals

32 Libbey Inc.

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Executive Compensation

instead of three-year goals, the Committee considered the extreme difficulty in forecasting three years ahead in the volatile economic environment (as evidenced by our inabilityCompany still failed to achieve target performance under our annual incentive plans overfor the past five years)2018 and the need to keep management engaged as the Company faces that challenging environment.

◦	For any performance cycle of which 2015 is a part, our 2015 ROIC target was 12.9%. We achieved ROIC of 10.9% in 2015, resulting in a payout score for the 2015 calendar year of 0%, as determined according to the following scale:

Basis Points Above or Below 2015 Targeted ROIC		Payout Score
+50		200%
0		100%
-70		50%
Less than -70		0%

◦	For any performance cycle of which 2016 is a part, our 2016 ROIC target was 10.8%. We achieved ROIC of 9.9% in 2016, resulting in a payout score for the 2016 calendar year of 59%, as determined according to the following scale:

Basis Points Above or Below 2016 Targeted ROIC		Payout Score
+100		200%
0		100%
-150		25%
Less than -150		0%

◦

For any performance cycle of which 2017 is a part, our 2017 ROIC target was 9.2%. In setting the target, the Committee considered the Company's prior-year performance and alignment with the Company's annual operating plan and long-term strategic initiatives. The volatile global economy, decline in restaurant traffic, shift in retail sales toward e-commerce, and competitive pricing environment of 2016 were expected to continue in 2017. The realities of the business environment led the Company to shift its priorities from aggressive growth toward improving marketing and new product development capabilities and innovation, improving customer relationships, and simplifying the business - all of which would support future sustainable, profitable growth. The Committee believed that a 2017 ROIC target of 9.2% would prove sufficiently challenging to achieve. In February 2018, the Committee determined that we had achieved 2017 ROIC of 3.1%, resulting in a payout score for the 2017 calendar year of 0%, as determined according to the following scale:

Basis Points Above or Below 2017 Targeted ROIC		Payout Score
+50		200%
0		100%
-100		50%
Less than -100		0%

2019 calendar years.

2017			2018			2019
Adjusted ROIC			Adjusted EBITDA			Adjusted EBITDA
Target: 9.2%			Target: $89.8 million			Target: $80.0 million
Scale			Scale			Scale
Basis Points +/- Target	Score		% of Target	Score		% of Target	Score
+50	200%		112.5%	200%		115.0%	200%
0	100%		100.0%	100%		100.0%	100%
-100	50%		87.5%	50%		80.0%	50%
< -100	0%		< 87.5%	0%		< 80.0%	0%
2017 Adjusted ROIC			2018 Adjusted EBITDA			2019 Adjusted EBITDA
3.1%			$72.5 million			$70.2 million
2017 Payout Score			2018 Payout Score			2019 Payout Score
0%			0%			69.3%
Average of three 1-year Payout Scores: 23.1%

ROIC2019 adjusted EBITDA is calculated as set forth on Appendix A.

In February Calculations for 2017 ROIC and 2018 the Compensation Committee reviewedadjusted EBITDA are included in our performance for the three-year performance cycle ended December 31, 2017,proxy statements filed March 29, 2018 and based on the average of the three discrete payout scores for each of 2015, 2016 and 2017, determined that we had achieved an overall payout score of 19.7% of target under the 2015 LTIP.

March 28, 2019, respectively.

Performance cash payouts under our LTIP are not subject to modifications based on individual performance. Payouts wereperformance but are prorated however, for those executives who were not employed forto reflect the entire 2015-2017portion of the 2017-2019 performance period.

period during which the executive was employed.

The final payout amounts received by the named executives under the performance cash component of the 20152017 LTIP were:

Named Executive	2017 LTIP Cash Target					2017 LTIP Cash Payout Score as % of Target			2017 LTIP Cash Payout
M. Bauer		$	189,844				23.1%			$	43,854
W. Foley			928,125				23.1%				214,397
J. Burmeister			182,513				23.1%				42,161
S. Zibbel			63,256				23.1%				14,612

Named Executive		2015 LTIP Cash Target ($)		2015 LTIP Cash Payout ($)		2015 LTIP Cash Payout as a Percentage of Target
W. Foley(1)		660,000		130,020		19.7%
J. Burmeister(1)		37,911		7,468		19.7%
V. Smith		65,802		12,963		19.7%
A. Cerioli(1)		105,012		20,687		19.7%
S. Kovach		124,153		24,458		19.7%
S. Miñarro		168,019		33,100		19.7%
C. Summersgill(1)		32,356		6,374		19.7%

(1)	Prorated to reflect the portion of the performance cycle during which the named executive was employed.

2018 Proxy Statement 3331

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Executive Compensation

Table of Contents

Stock Options and RSUs

Equity Compensation
•
EQUITY HIGHLIGHTS	•    Annual RSU awards under LTIP although mix may change from yearintended to year •    RSU value at time of award is equal to 30%50% of LTIP target opportunity •    NQSO value at time of award is equal to 20% of LTIP target opportunity •    4-yearopportunity; 3-year ratable vesting

Sign-on award of NQSOs to new CEO to establish meaningful link between pay and performance

In February 2017, the

2019 LTIP Restricted Stock Units

The Compensation Committee typically makes awards of equity to our senior leadership team under our long-term incentive compensation program each February. The Compensation Committee authorized these awards at its February 2019 meeting, which occurred before we announced financial results for the 2018 fiscal year. The Committee elected to award the equity component of the 2019 LTIP entirely in RSUs to conserve shares under the Company's Omnibus Incentive Plans and manage its burn rate in light of the decline in the Company's stock price.

The intended economic value of the RSUs awarded to participants in our 2017 LTIP NQSOs andeach executive was equal to 50% of the executive’s long-term target incentive opportunity. To further conserve shares under the Omnibus Incentive Plans, the Committee determined the number of RSUs having anto be granted to each participant by dividing the intended economic value atby $6.50, the timeaverage closing price of our common stock over the fourth quarter of 2018. Because of the decline in the Company’s stock price between the fourth quarter of 2018 and the grant dates, the RSUs actually awarded to each executive had a grant date fair value of 47% less than the intended economic value.

As explained above, the Committee increased Mr. Burmeister’s LTIP target effective March 15, 2019. To reflect this increase, the Committee awarded Mr. Burmeister an additional 3,692 RSUs. The grant date for this award equalwas March 15, 2019.

Except for the 3,692 RSUs granted to 20%Mr. Burmeister and 30%, respectively,the RSUs granted to Mr. Bauer, the grant date was the first business day after we released our fiscal 2018 financial results. For awards of their target long-term incentive opportunities. These NQSOsRSUs made to Mr. Bauer, the Committee authorized these awards in March 2019 and the grant date was Mr. Bauer’s first day of employment. All RSUs awarded in 2019 vest ratably over four years beginning on February 17, 2018, except forthree years. The awards to Mr. Burmeister, which vest ratably over four years beginning on March 30, 2018.

Sign-on and Retention Awards

In connection with his hire, Mr. Burmeister was awarded a $100,000 cash sign-on bonusBauer were granted to induce Mr. BurmeisterBauer to join the Company and were issued outside the terms of the Company's Omnibus Incentive Plans in accordance with Section 711(a) of the NYSE American Company Guide.

Sign-on Awards

To induce Mr. Bauer to join the Company and to replaceestablish an immediate and meaningful link to Libbey's long-term stock performance, the valueCompensation Committee made Mr. Bauer a new-hire grant of compensation being forfeited150,000 non-qualified stock options on March 25, 2019. The options are divided into four groups of 37,500 options each, with one group having an exercise price of $7.00, one group having an exercise price of $8.50, one group having an exercise price of $10.00, and one group having an exercise price of $11.50. This new-hire grant cliff vests on March 25, 2022, the third anniversary of Mr. Bauer's first day of employment. The awards to Mr. Bauer were granted to induce Mr. Bauer to join the Company and were issued outside the terms of the Company's Omnibus Incentive Plans in accordance with Section 711(a) of the NYSE American Company Guide.

Other Equity Grant Practices

The Compensation Committee has delegated authority to the CEO to make limited grants of RSUs to senior managers and other employees who are not executive officers or direct reports to the CEO. The CEO’s authority to make these grants in 2019 was subject to the following limitations and conditions:

The maximum number of shares underlying RSUs that the CEO was authorized to award to all eligible individuals was 275,000;

The RSUs awarded could vest no more rapidly than ratably on the first, second and third anniversaries of the grant date;

The CEO was authorized to grant awards only outside "quiet periods";

The CEO was required to report at his previous employer. If Mr. Burmeister resigns without Good Reason before March 30, 2018 (when he has been employedleast quarterly to the Compensation Committee regarding the nature and scope of awards made pursuant to this authority; and

The agreements pursuant to which RSUs were granted must be substantially in the form approved by Libbey for one year), he must repay the entire sign-on bonus within 30 daysCommittee from time to time.

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Table of his date of termination. “Good Reason” is defined on page 41.

Ms. Smith received and earned a retention bonus of $225,000 in connection with her service as Interim Chief Financial Officer during 2017.

Contents

HOW DOES LIBBEY DETERMINE THE FORMS AND AMOUNTS OF EXECUTIVE PAY?

Participants and Tools

The Role of the Compensation Committee

The Compensation Committee, consisting entirely of independent directors, is responsible for overseeing the design, development and implementation of our executive pay program. Each year, the Compensation Committee evaluates Libbey's executive compensation program to determine what, if any, changes are appropriate. In making these determinations, the Committee may consult with its independent compensation consultant, management and the Board, as described below; however, the Compensation Committee uses its own judgment in making final decisions regarding the compensation paid to our executives.

The Role of the Independent Compensation Consultant

The Compensation Committee consults with its independent executive compensation consultant when determined to be appropriate by the Compensation Committee. In 2017, the Compensation Committee retained Exequity, LLP to serveserved as the Committee’s independent compensation consultant. A representativeconsultant until October 2019, at which time the Committee replaced Exequity with the Rewards Solutions practice of Aon Consulting, Inc. The Committee replaced Exequity with Aon in order to develop another perspective on our executive compensation program and ensure it is geared to achieving our strategy. Aon’s retention was not due to a disagreement with Exequity over its advice or services. All amounts that we incurred in 2019 for services provided by Exequity and Aon were attributable to services provided by them to the Compensation Committee in connection with its executive pay decisions.

The Committee’s independent compensation consultant attended the majority of the meetings of the Compensation Committee in 2017,2019, including the February 2017, March 20172019 and February 20182020 meetings at which the Compensation Committee made decisions regarding our executive pay program for 20172019 and also advised the Committee in connection with other pay decisions made during the year. All expenses that we incurred in 2017 for services provided by Exequity were attributable to services provided by Exequity to the Compensation Committee in connection with its executive pay decisions.

In compliance with the NYSE American Company Guide's disclosure requirements regarding compensation consultant independence, Exequity and Aon each provided the Compensation Committee with a letter addressing each of six independence factors. Their responses affirm the independence of Exequity and theAon and their respective partners, consultants, and employees who service the Compensation Committee on executive compensation matters.

The Role of Management

Our CEO, our Senior Vice President, Chief Human Resources Officer and our Senior Vice President, General Counsel and Secretary attend meetings of, and provide information to, the Compensation Committee and its consultant to assist them in their pay determinations. In addition, management may request that the Compensation Committee convene a meeting, and management may communicate with the Compensation Committee’s consultant to provide the consultant with information or understand the views of, or request input from, the consultant as to pay proposals being submitted by management to the Committee. However, the Compensation Committee meets in executive session, without any member of management present, to discuss and make its final executive pay determinations.

Our non-CEO executives play no direct role in determining their own pay, except to the extent they assess their own performance against their individual performance objectives as part of our performance appraisal process and to the extent that the Senior Vice President, Chief Human Resources Officer, the Senior Vice President, Chief Financial Officer and the Senior Vice President, General Counsel and Secretary provide information to the Compensation Committee with respect to pay programs affecting the entire executive leadership team.

The Compensation Committee sets the performance goals for our SMIP and LTIP based upon input from our CEO, including suggested individual performance objectives and metrics under the SMIP and the performance cash component of the LTIP. In setting our corporate performance objectives and measures, the Committee seeks input from its independent consultant. The Committee also seeks input from our Board in setting our CEO’s individual performance objectives and metrics.

34Internal Pay Equity and Wealth Accumulation Libbey Inc.

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Executive Compensation

INTERNAL PAY EQUITY AND WEALTH ACCUMULATION

In determining awards for current and future performance periods, the Compensation Committee considers internal pay equity within the senior leadership team, but does not consider the impact of, or wealth accumulated as a result of, equity awards made during prior years, since those awards represent pay for services rendered during prior-year periods.

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TALLY SHEETS

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Tally Sheets

In connection with the preparation of our proxy statement each year, the Committee reviews “tally sheets” that summarize, for each executive officer, the compensation paid and equity grants awarded during the prior year, as well as the amounts that would have been payable to each executive officer if the executive officer’shis or her employment had been terminated under a variety of scenarios as of December 31 of the prior year. The Committee uses these “tally sheets,” which are prepared by management and provide substantially the same information as is provided in the tables in this proxy statement, primarily to ensure that our executives’ estimated pay is consistent with the Committee’s intent in adopting the program and for reviewing internal pay equity within the senior leadership team.

BENCHMARKING AND PEER GROUPS

Benchmarking and Peer Groups

The Compensation Committee engages its independent consultant to conduct a full benchmarking study of the Company’s executive compensation and that of its peers approximately every other year. Because the Committee uses benchmarking studies as a reference point, and not the sole determinative factor, in setting executive compensation, the Committee does not conduct benchmarking on an annual basis. Exequity conducted a full benchmarking study in the fall of 2016, and2018 that the Compensation Committee considered the study as a point of reference but not the sole determinative factor,point in setting our executives'executives’ 2019 pay opportunities for 2017.opportunities. Exequity worked with management to develop a peer group to use as a reference point in setting 2017 pay for executives.the benchmarking study. Initially, we reviewed for inclusion in the peer group public companies having revenues in the range of .4.5 to 2.52.0 times our revenues and having businesses that are consumer-driven and/or engaged in manufacturing. To reflect the fact that Libbey was still in the beginning stages of transitioning from a manufacturing-focused company to a consumer products company, we limited the consumer companies to 40% of the peer group. As a result, we identified, and the Compensation Committee approved for use in developing our 20172019 CEO and CFO pay program, the following group of companies:

group:

PROXY-BASED PEER GROUP
Actuant American Woodmark Corporation	Helen of Troy Limited	Lindsay Corporation
Barnes Group Inc.	Infinera Corporation	Myers Industries, Inc.
Bassett Furniture Industries, Inc.	Interface, Inc.	Oxford Industries, Inc.
Callaway Golf Company	iRobot Corporation	Sleep Number Corporation
The Dixie Group, Inc.	Kimball International, Inc.	Trex Company, Inc.
Ethan Allen Interiors Inc.	La-Z-Boy Incorporated	TriMas Corporation
Flexsteel Industries, Inc.	Lifetime Brands, Inc.
Barnes Group Inc.	Flexsteel Industries, Inc.	Lindsay Corporation
Bassett Furniture Industries, Inc.	Graco, Inc.	Myers Industries, Inc.
Callaway Golf Company	Helen of Troy Limited	Oxford Industries, Inc.
Chart Industries, Inc.	Integra LifeSciences Holdings Corp.	Trex Company, Inc.
Coherent, Inc.	iRobot Corporation	TriMas Corporation
ESCO Technologies Inc.	La-Z-Boy Incorporated

We refer to this peer group as the "proxy-based“proxy-based peer group."” At the time the proxy-based peer group was selected, we ranked, by revenues, at the mid-point of the peer group. The proxy-based peer group was used in constructing the graph on page 3.

In order to

To gather sufficient comparative data for executive positions other than the CEO and CFO, we created a second peer group consisting of companies who had participated in Equilar'sEquilar’s so-called “Top 25 Survey,” in which participating companies submit executive compensation data for their 25 most highly compensated executive positions. Using the same revenue criteria as described above for the proxy-based peer group, but a broader industry base than the proxy-based peer group, we identified, and the Compensation Committee approved, for use in developing our 2017 executive pay program, the following group of companies:

group:

EQUILAR TOP 25 PEER GROUP
Apogee Enterprises, Acacia Communications, Inc.	Infinera Corporation	Oxford Industries, Inc.
Callaway Golf Company	Integra LifeSciences Holding Corp.	PGT, Inc.
Coherent, Inc.	Kate Spade & Company	Quanex Building Products Corp.
Deckers Outdoor Corporation	Lindsay Corporation	Trex Company, Inc.
ESCO Technologies Inc.	lululemon athletica inc.	TriMas Corporation
Ethan Allen Interiors Inc.	M/A-COM Technology Solutions Holdings, Nautilus, Inc.
Armstrong Flooring, Inc.	Federal Signal Corporation	Nordson Corporation
Avanos Medical, Inc.	Hillenbrand, Inc.	Powell Industries, Inc.
Callaway Golf Company	Infinera Corporation	Quanex Building Products Corporation
Cantel Medical Corp.	Insulent Corporation	SPX Flow, Inc.
Chart Industries, Inc.	Knoll, Inc.	Tennant Company
ESCO Technologies Inc.	MTS Systems Corporation	Trex Company, Inc.
		Vera Bradley, Inc.
Graco, Inc.	MTS Systems Corporation

We refer to this peer group as the "Equilar“Equilar Top 25 peer group."” At the time the Equilar Top 25 peer group was selected, we ranked, by revenues, at the mid-point of the peer group.

Using publicly disclosed pay information from the current proxy statements for the companies in the proxy-based peer group, Exequity compared the compensation of our Chief Executive Officerthe CEO and Chief Financial OfficerCFO to the proxy-based peer group in terms of base pay, target annual bonus opportunity, target total cash, long-term incentives and target total direct compensation (target total cash plus long-term

2018 Proxy Statement 35

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Executive Compensation

incentives). Using data submitted by the companies in the Equilar Top 25 peer group as a reference point, Exequity compared the compensation of our top officer positions (other than the CEO and CFO) to the peer group in terms of base pay, target annual bonus opportunity, target total cash, long-term incentives and target total direct compensation (target total cash plus long-term incentives). Exequity used the Equilar Top 25 peer group as an additional reference point when evaluating the compensation of our CEO and CFO.

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The market study conducted by Exequity disclosed that base salaries

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Say-On-Pay Results and incentiveShareholder Engagement

Our annual say-on-pay vote is one of our opportunities for most positions were generally within a reasonable range of the median, but that the total target compensation of Libbey's then-current Chief Financial Officer, Sherry Buck, was above median due to an increase in the number of individuals new to the chief financial officer role at other companies in the peer group in the two years since the Company's priorreceive feedback from shareholders regarding our executive compensation benchmarking study.  

SAY-ON-PAY RESULTS

At our 2017program. Following the 2018 Annual Meeting, of shareholders,at which our advisory say-on-pay proposal garnered the support of over 92%approximately 82% of the shares voted. voted, we reached out to our top 25 shareholders (collectively representing over 61% of our then outstanding common stock) to solicit feedback regarding executive compensation and corporate governance. Our Chief Financial Officer, General Counsel and Chief Human Resources Officer spoke with six shareholders (collectively representing over 21% of our then outstanding common stock) who accepted our invitation to provide feedback.

In our conversations with shareholders, we generally heard support for the strategic initiatives on which we are focused and for the compensation measures tied to those initiatives and recognition of the need to retain key executives in order to execute the Company's strategy and improve the Company's performance. We also heard suggestions for changes to our executive compensation program, many of which varied significantly from shareholder to shareholder. Suggestions we heard included, but were not limited to, preference for use of performance shares instead of performance cash in the Company's long-term incentive program, suggestions regarding performance metrics, and consideration of stock option awards as powerful incentive tools to drive performance and increase the Company's stock price.

Our Compensation Committee interpreted these results as an affirmation of our executive pay program and, as aconsidered the vote result the Committee retained a relatively similar structure for our 2017 executive pay program.

Overview of Process for Setting 2017 Executive Pay

RETENTION AWARD FOR MS. SMITH

In connection with her appointment as Interim Chief Financial Officer effective January 1, 2017, Ms. Smith and the Company entered into a retention letter agreement. Underfeedback we received as it evaluated the terms of the agreement, the Company agreedcompensation opportunities to pay Ms. Smith a retention bonus of $225,000 in three equal installments of $75,000, with one installment being payable upon the occurrence of each of the following trigger events: (a) five days after the successful filing of the Company's Annual Report on Form 10-K for the 2016 fiscal year; (b) five days after the first date of employment of Ms. Buck's successor; and (c) 60 days after the first date of employment of Ms. Buck's successor. Ms. Smith's eligibility for each installment of the retention bonus was conditioned upon her continued employment with the Company and satisfactory performance of her job duties. If Ms. Smith's employment had terminated before the occurrence of any of the events listed above (other than a termination by the Company without Cause), Ms. Smith would have been ineligible for any future retention bonus installments and would have been required to repay all retention bonus installments already received.

INITIAL COMPENSATION PACKAGE FOR MR. BURMEISTER

In connection with the hiring of Mr. Burmeister as Vice President, Chief Financial Officer, effective March 30, 2017, the Compensation Committee approved an initial base salary of $375,000, a target SMIP opportunity of 60%, and a target LTIP opportunity of 100%. In setting Mr. Burmeister's initial base salary and target short-term and long-term incentive opportunities, we considered Mr. Burmeister's highly sought after skill-set and experience, his compensation package at his previous employer, the significant responsibilities of the Vice President, Chief Financial Officer position and its importance to achieving our Creating Momentum strategy, the relationship of his compensation to that of our other executive officers, the fact that Mr. Burmeister had never before been chief financial officer of a public company, and the results of the benchmarking study completed in October 2016. The Committee also granted Mr. Burmeister a sign-on cash bonus of $100,000 to compensate Mr. Burmeister for compensation he was forfeiting at his previous employer. If Mr. Burmeister resigns without Good Reason before March 30, 2018 (the first anniversary of his date of hire), he must repay the entire sign-on bonus within 30 days of his date of termination.

BASE SALARY ADJUSTMENTS

The Compensation Committee reviews base salaries at least annually. With respect to base salary increases that were implemented in April 2017, the Compensation Committee made its decisions after receiving input from Mr. Foley and Exequity.

APPROVAL OF 2017 SMIP AND 2017 LTIP DESIGNS

The Compensation Committee approved the Company's 2017 SMIP and the performance component of the Company's 2017 LTIP in the first quarter of 2017. The material terms of the performance goals under these plans were approved by shareholders at the 2016 Annual Meeting of shareholders. The SMIP and the performance cash component of the 2017 LTIP are intended to serve as "umbrella" plans and potential funding vehicles for cash bonuses to ensure full tax deductibility of cash bonuses paid to officers who are subject to Internal Revenue Code Section 162(m). Performance under the approved formulas determines the amounts of the bonus pools under the 2017 SMIP and performance cash component of the 2017 LTIP, respectively, and the allocations of the bonus pools set by the Compensation Committee determine the maximum amount of awards to individual participants under the plans. The bonus pool for the 2017 SMIP was established by the Committee at 4% of actual 2017 adjusted EBITDA (excluding special charges, after adjustments for any acquisitions or dispositions, and assuming budgeted exchange rates). The bonus pool under the performance cash component of the 2017 LTIP was established by the Committee at 1.5% of actual, cumulative adjusted EBITDA (excluding special charges, after adjustments for any acquisitions or dispositions, and assuming budgeted exchange rates) for the performance cycle. The umbrella plans merely set the maximum bonus payout that any named executive may receive under the relevant plans, and the actual bonus paid to each named executive was determined as described under"What pay did Libbey's executives receive for 2017?"above.

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EQUITY GRANTS UNDER OUR LTIP

The Compensation Committee typically makes awards of RSUs and NQSOs to our senior leadership team under our long-term incentive compensation program each February. The Compensation Committee authorized these awards at its February 2017 meeting, which occurred before we announced financial results for the 2016 fiscal year. The number of RSUs actually awarded was a function of the average closing price of our common stock over a period of 20 consecutive trading days ending on the grant date, and the number of NQSOs granted was a function of the Black-Scholes value (calculated using the average closing price of Libbey Inc. common stock over a period of 20 consecutive trading days ending on the grant date, and capping volatility at 50%) of the NQSOs on the grant date. In each case except for awards made to Mr. Burmeister, the grant date was the first business day after we released our fiscal 2016 financial results. For awards of RSUs and NQSOs made to Mr. Burmeister, the Committee authorized these awards in March 2017 and the grant date was the first business day after we released our financial results for the first quarter of 2017.

AWARDS UNDER OUR 2017 SMIP AND 2015 LTIP

In February 2017, the Compensation Committee reviewed and certified our 2017 performance and made the awards under our 2017 SMIP and the performance cash component of our 2015 LTIP (for the 2015-2017 performance cycle). Details regarding the decisions made and payouts awarded are described above under "What pay did Libbey's executives receive for 2017?"

WHAT ARE LIBBEY'S EQUITY GRANT PRACTICES?

As explained above, the Compensation Committee typically makes awards of RSUs and NQSOs in Februarybe provided to our executive leadership team under our LTIP.officers in 2019 and beyond. The Compensation Committee also occasionally makes "sign-on" awardsCommittee's ability to implement some of RSUs and NQSOs to newly hired executives and other key employees. Typically, the number of RSUs and/or NQSOs awardedsuggestions proposed by shareholders is determined as described above under “Equity Grants under our LTIP”. Occasionally, the sign-on awards include the award of a fixed number of RSUs or NQSOs intended to make the executive whole for equity awards that the executive forfeits when leaving his or her prior employment.

The Compensation Committee has delegated authorityconstrained due to the CEO to make limited grants of NQSOs, RSUs and SARs to senior managers and other employees who are not executive officers or direct reports to the CEO. The CEO’s authority to make these grants in 2017 was subject to the following limitations and conditions:

The maximum number of shares underlying RSUs, NQSOs and/or SARs thatavailable for issuance under our equity incentive plans. 

At our 2019 Annual Meeting, our advisory say-on-pay proposal garnered the CEO was authorized to award to all eligible individuals was 125,000;

The exercise pricesupport of any NQSOs and/or SARs awarded could not be less than the closing priceapproximately 84% of the Company's common stock on the grant date;

The RSUs, NQSOs and/or SARs awarded could vest no more rapidly than ratably on the first, second and third anniversaries of the grant date;

The CEO was authorized to make awards only outside "quiet periods";

The CEO was required to report at least quarterly to the Compensation Committee regarding the nature and scope of awards made pursuant to this authority; and

The agreements pursuant to which RSUs, NQSOs, and/or SARs were granted must be in substantially the form approved by the Committee from time to time.

shares voted.

POLICIES AND PRACTICES RELATED TO LIBBEY’S EXECUTIVE COMPENSATION PROGRAM

Potential Impact of Misconduct on Compensation

Our SMIP and long-term incentive plans are authorized under our Amended and Restated Libbey Inc. 2006 Omnibus Incentive Plan or our Amended and Restated Libbey Inc. 2016 Omnibus Incentive Plan, each of which contains a “clawback” provision. The clawback provision of the Amended and Restated Libbey Inc. 2006 Omnibus Incentive Plan obligates the recipient of a cash or equity award to reimburse us if:

we are required, as a result of misconduct, to prepare an accounting restatement due to our material noncompliance with any financial reporting requirement under the securities laws; and

the award recipient knowingly engaged, or was grossly negligent in engaging, in the misconduct, or knowingly failed, or was grossly negligent in failing, to prevent the misconduct or is one of the individuals subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002.

The amount to be reimbursed is the amount of any payment in settlement of an award made under the Amended and Restated Libbey Inc. 2006 Omnibus Plan and earned or accrued during the 12-month period following the first public issuance or filing with the SEC of the financial document embodying the financial reporting requirement in question.

2018 Proxy Statement 37

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Awards under the Amended and Restated Libbey Inc. 2016 Omnibus Incentive Plan are subject to forfeiture and clawback under such final rule as is promulgated under the Dodd-Frank Wall Street Reform and Consumer Protection Act as amended,by the SEC, and under any clawback policy that we may have in place at any time.

Share Ownership /

Executive Stock Retention Guidelines

We obligatehave stock retention guidelines for our non-management directors andexecutives to ensure our executive officers to achieve orexecutives retain ownership of meaningful amounts of equity in Libbey. For more information, see“Stock Ownership/Under the guidelines, each executive is generally required to retain, until his or her separation from service:

50% of the net after-tax shares underlying each grant of RSUs that subsequently vests; and

50% of the net after-tax shares underlying NQSOs that the executive subsequently exercises.

Executives nearing retirement are released from our guidelines on the date the Board is notified of the planned retirement, or one year before the contemplated retirement date, whichever is later.

As of March 20, 2020, all applicable named executives were in compliance with the Executive Retention Guidelines”Guidelines.

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on page 60.

Deductibility of Compensation

Prior to the adoption of the Tax Cuts and Jobs Act (TCJA),

Section 162(m) of the Internal Revenue Code limitedprecludes the Company from taking a federal income tax deduction for compensation paid in excess of $1 million to our covered employees (which includes the CEO and our three other most highly compensated executive officers, other than the Chief Financial Officer, for years prior to 2018). Prior to 2018 (and including tax years that began prior to January 1, 2018), this limitation did not apply to performance-based compensation. While the Compensation Committee has generally attempted to maximize the tax deductibility of executive compensation, the Compensation Committee believes that the primary purpose of our compensation program is to support the Company’s business strategy and the long-term interests of our shareholders. Therefore, the Compensation Committee has maintained the flexibility to award compensation that may not be tax-deductible if doing so furthers the objectives of our executive compensation program.

Under the recent U.S. tax reform, the exception to Section 162(m) for performance-based compensation has been repealed for tax years beginning after December 31, 2017, subject to certain transition and grandfathering rules. In addition, the Chief Financial Officer is now included as a covered employee. Despite these new limits on the deductibility of performance-based compensation, paidthe Compensation Committee continues to certain executive officers as of the end of the fiscal year in excess of $1.0 million unless the compensation is “performance-based.” The Committee believesbelieve that preserving the tax deductibility is an important, but not the sole, objective when designing executive compensation programs. Accordingly, while our 2016 SMIP and the performance cash componentsa significant portion of our 2015 LTIP, 2016 LTIP and 2017 LTIP (fornamed executive officers’ compensation should be tied to the 2015-2017 performance cycle,Company’s performance. Therefore, we do not currently anticipate that the 2016-2018 performance cycle andchanges to Section 162(m) will significantly impact the 2017-2019 performance cycle, respectively) are designed to qualify as “performance-based” compensation, other componentsdesign of our 2017 executive paycompensation program (base salary and RSUs) are not. Additionally, in certain circumstances the Committee may authorize compensation arrangements that are not tax deductible in whole or in part, but which promote other important objectives, such as attracting and retaining key executive leaders who can drive financial and strategic objectives that maximize long-term shareholder value. The TCJA eliminated the performance-based compensation exception so that for 2018 all compensation paid to certain executive officers in excess of $1.0 million will be nondeductible (except for any amounts that qualify as "performance-based" that have been grandfathered pursuant to the written binding contract transition rule under the TCJA). The Committee intends to evaluate the impact of the adoption of the TCJA on Section 162(m), on compensation paid after 2017, and on our compensation practices.

going forward.

Compensation Risk Assessment

On an annual basis, management conducts a risk assessment of our compensation policies, practices and plans to determine whether they encourage excessive risk-taking. In addition to reviewing this annual risk-assessment, the Compensation Committee also reviews and discusses, at least annually, the relationship between risk management policies and practices and compensation and evaluates compensation policies and practices that could mitigate any such risk. Examples of features of our compensation program that guard against excessive risk-taking include:

An appropriate mix of fixed and variable, short-term and long-term, and cash and equity compensation;

Compensation Committee discretion regarding individual executive awards;

Oversight by non-participants in the plans;

Long-term compensation awards and vesting periods that encourage a focus on sustained, long-term results;

Executive incentive awards are subject to forfeiture and clawback;

Prohibition against hedging, pledging and engaging in transactions involving derivatives of our stock;

Stock ownership/retention requirements for our executives; and

"Double-trigger" vesting of equity awards and non-equity incentives after a change in control.

The Compensation Committee has determined that our compensation policies, practices and plans do not encourage excessive and unnecessary risk-taking, and that the level of risk that they do encourage is not reasonably likely to have a material adverse effect on the Company.

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POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

Mr. Foley

Mr. Foley is employed at will. He is not covered by an employment agreement or change in control agreement, nor is he eligible to participate in our Executive Severance Compensation Policy, our Salary Plan, or our SERP.

Policy.

In early 2016, the Company entered into a letter agreement with Mr. Foley that provides for, among other things, limited separation benefits under certain circumstances. As with all other named executives, the award agreements relating to grants of RSUs, NQSOs and performance cash opportunities also provide for separation benefits in certain circumstances. There are no conditions to Libbey’s obligations to provide separation benefits to Mr. Foley.

Because Mr. Foley was retired at the time of his appointment as CEOhire and intendsintended to retire once again when his employment with Libbey endsended (regardless of when or how it ends)ended), the Compensation Committee chose to provide Mr. Foley with more modest separation benefits compared to those of our other named executives.

If Mr. Foley’s employment terminates, other than by Libbey for Cause, Mr. Foley would be entitled to the following Basic Benefits:

Accrued Benefits; and

For the year in which termination occurs, a prorated award under our SMIP based on actual performance.

If the termination is due to Mr. Foley’s death or permanent disability, Mr. Foley would be entitled to the Basic Benefits plus:

A prorated target award under the performance cash component of the LTIP for any performance cycle in effect on the date of death or permanent disability, paid as soon as administratively feasible; and

Immediate vesting of all unvested NQSOs and RSUs.

If the termination is by Libbey without Cause, Mr. Foley would be entitled to the Basic Benefits plus:

As to performance-based cash compensation under our LTIP, payment of the amount actually earned for each performance cycle in effect on the date of termination, prorated to the termination date; however, the amounts will not be prorated if the termination is in connection with a change in control; and

Immediate vesting of unvested NQSOs and RSUs granted in 2017 that are scheduled to vest within one year of the termination date and immediate vesting of all unvested NQSOs and RSUs granted in 2016; however, all unvested NQSOs and RSUs, regardless of the year in which they were granted, will vest if the termination is in connection with a change in control.

If the termination is due to Mr. Foley’s resignation, Mr. Foley would be entitled to the Basic Benefits plus:

As to performance-based cash compensation under our LTIP, payment of the amount actually earned for each performance cycle in effect on the date of termination, prorated to the termination date; and

Immediate vesting of all unvested NQSOs and RSUs granted in 2016.

		Death or Disability			Resignation, Retirement or Termination without Cause
Cash Severance		None			None
Annual Cash Incentive (SMIP)(1)		Prorated to March 31, 2019 and subject to actual performance			Prorated to March 31, 2019 and subject to actual performance
Long-Term Performance Cash Incentive(1)		Target awards for each of 2017 LTIP, 2018 LTIP and 2019 LTIP, in each case prorated to March 31, 2019, paid as soon as administratively feasible			Prorated to March 31, 2019 and subject to actual performance
Equity Awards		All awards immediately vest			All awards immediately vest
Health, Welfare and Other Benefits		Accrued Benefits only			Accrued Benefits only

(1)	Except in the case of death or permanent disability, amounts paid under our SMIP and the performance cash component of our LTIP will be paid between January 1 and March 15 of the year following the end of the relevant performance cycle.

In March 2019, Mr. Foley retired from his role as CEO but continued to be employed by the Company as Executive Chairman. In connection with his retirement from his role as CEO, his participation in the 2019 SMIP and the performance cash component of our LTIP will be paid between January 1 and March 15components of the year following2017 LTIP (2017-2019 performance cycle), 2018 LTIP (2018-2020 performance cycle) and 2019 LTIP (2019-2021 performance cycle) was prorated to March 31, 2019.

Mr. Foley retired from employment with the Company on February 29, 2020 but continues to serve on the Board as Chairman. In connection with his end of the relevant performance cycle.

Ifemployment, Mr. Foley had retired on or before December 31, 2017, allFoley’s unvested equity awards granted in 2016 would have immediately vested and all other unvested equity awards would have been forfeited.on February 29, 2020.

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All Other Named Executives

We do not have employment agreements with our non-CEOother named executives. Our non-CEO named executivesThey are, however:

parties to change in control agreements that provide for payments under the circumstances described below in the event of a termination of employment in connection with a Change in Control; and

covered by our Executive Severance Compensation Policy, which provides for certain separation benefits in the event of termination of employment without Cause absent a Change in Control.

In order to reduce the termination benefits payable to executives who are terminated without Cause after short tenures with the Company, all executive officers hired in 2017, including Mr. Burmeister, are ineligible for full benefits under the Executive Severance Compensation Policy until they have been employed by the Company for at least 18 months. In addition, the sign-on bonus provided to Mr. Burmeister is subject to full repayment if Mr. Burmeister resigns without Good Reason before March 30, 2018.

The terms of award agreements under which awards of RSUs and NQSOs were made provide for acceleration of unvested awards in the event of termination of employment under certain circumstances. Additionally, the terms of award agreements relating to the performance cash components of our 2015 LTIP (for the 2015-2017 performance cycle), 2016 LTIP (for the 2016-2018 performance cycle) and 2017 LTIP (for the 2017-2019 performance cycle), 2018 LTIP (for the 2018-2020 performance cycle) and 2019 LTIP (for the 2019-2021 performance cycle) provide for payouts in the event of termination of employment under certain circumstances.

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Executive Compensation

Ms. Cerioli’s employment ended March 31, 2017. Her

The following table assumes a termination was without Cause under the Executive Severance Compensation Policy, and she received severance benefits and payments pursuant to the terms of the Executive Severance Compensation Policy and equity and performance cash agreements. Such severance benefits and payments are consistent with those described below under “Termination without Cause” and in the Potential Payments upon Termination of Employment table on page 53.

Ms. Smith retired effective December 31, 2017. Ms. Smith was not entitled to any separation benefits or payments in connection with her resignation.

Because individuals hired after January 1, 2006, are ineligible for participation in the Salary Plan and SERP, Ms. Kovach is our only named executive who is eligible for benefits under the Salary Plan and SERP. Asdate of December 31, 2017, Ms. Kovach was at least age 552019, and had at least five years of service with Libbey. As a result, Ms. Kovach would have been eligible to receive a retirement benefit under our Salary Plan and SERP if she had retired on or before December 31, 2017. If Ms. Kovach or any of our other named executives had retired on or before December 31, 2017, all unvested equity awards would have been forfeited.

With respect to all non-CEO named executives, the following table summarizes the trigger events under which payments may be made and/or other benefits provided, the material payments or benefits to be provided, and the conditions to our obligations to make the payments and/or provide the benefits.

Death or Disability

Termination for Cause or Quit without Good Reason

Quit for Good Reason

Termination without Cause

Termination without Cause or Quit for Good Reason in connection with Change in Control

Cash Severance

All Non-CEO NEOs None

All Non-CEO NEOs None

All Non-CEO NEOs None

Mr. Burmeister(1)

All other Non-CEO NEOs

All Non-CEO NEOs

Cash Severance

None

None

None

6 months’ salary continuation + lump sum 50% of target annual incentive

12 months’ salary continuation + lump sum target annual incentive (For Mr. Bauer: 24 months’ salary continuation + lump sum 2x target annual incentive)

Lump sum 2x annual salary + 2x target annual incentive(3)(2) (For Mr. Bauer: Lump sum 3x annual salary + 3x target annual incentive)(2)

Annual Cash Incentive (SMIP)

None

None

None

Prorated for the year and subject to actual performance(1)

Prorated for the year and subject to actual performance(1)

Long-Term Performance Cash Incentive

Prorated target award for any current performance cycle

None

Prorated for the performance cycles and subject to actual performance(1)

Prorated for the performance cycles and subject to actual performance(2)(1)

Prorated for the performance cycles andNot prorated but subject to actual performance(2)(1)

Restricted Stock Units and Non-qualified Stock Options Equity Awards

All awards immediately vest

Forfeit all unvested awards

Forfeit all unvested awards

Awards scheduled to vest within 1 year immediately vest

All awards immediately vest

Health, Welfare and Other Benefits

Accrued Benefits only

Accrued Benefits only

Accrued Benefits only

Accrued Benefits; 6 months’ continued dental/health benefits; 1 yearbenefits during period of salary continuation; outplacement services during period of salary continuation

Accrued Benefits; 1 year continued dental/health benefits; 1 year outplacement services

Accrued Benefits; 18 months (24 months for Mr. Bauer) continued dental/health/life insurance benefits; outplacement services with cost to Libbey ≤15% base salary; financial planning services with cost to Libbey ≤$10,000

Conditions to Payment of Benefits

None

None

None

Release of claims against Libbey; Confidentiality obligations; Obligation to assign intellectual property rights; Obligation to assist with litigation; 1 year1-year obligation not to interfere with customer accounts, compete, divert business opportunities, solicit our employees, or disparage us

Release of claims against Libbey; Confidentiality obligations; Obligation to assign intellectual property rights; Obligation to assist with litigation; 1 year1-year obligation not to interfere with customer accounts, compete, divert business opportunities, solicit our employees, or disparage us

(1)	The above table assumes a termination date of December 31, 2017. If Mr. Burmeister's employment is terminated without Cause after he has been employed by the Company for at least 18 months, he will receive the same termination benefits as the other non-CEO named executives.

(1)
(2)	Amounts paid under our SMIP and the performance cash component of our LTIP will be paid between January 1 and March 15 of the year following the end of the relevant performance cycle.

(2)
(3)	Lump-sum cash payments will be paid no later than five days after termination of employment except to the extent the payments are subject to a six-month delay under Internal Revenue Code Section 409A, in which case payment will be on the first day of the seventh month after the executive’s termination of employment.termination.

40 Libbey Inc.

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Executive Compensation

Table of Contents

DEFINITIONS

Unless otherwise specified above, the following definitions apply:

“Accrued Benefits” includes base salary through date of termination, any amounts to which the executive is entitled under any retirement savings plan, equity participation plan, medical benefit plan or employment policy and any incentive compensation earned but not yet paid for a performance period ended before the date of termination.

“Cause” means (a) willful and continuous failure to substantially perform duties; (b) willful and continuous failure to substantially follow and comply with directives of the Board; (c) commission of an act of fraud or dishonesty that results in harm to us or failure to comply with a material policy, including our Code of Business Ethics and Conduct; (d) material breach of a material obligation to us; or (e) commission of illegal conduct or gross misconduct that causes harm to us. When used in reference to a termination that is not in connection with a change in control, “Cause” can have any of the previously listed meanings or:or conviction of a misdemeanor or felony that is directly related to, or indicates the executive is not suited for, the position the executive occupies with us.

“Change in Control” generally means any of the following events:

A person (other than Libbey, any trustee or other fiduciary holding securities under one of our employee benefit plans, or any corporation owned, directly or indirectly, by our shareholders in substantially the same proportions as their ownership of our common stock) becomes the “beneficial owner,” directly or indirectly, of our securities representing 30% or more of the combined voting power of our then-outstanding securities;

The consummation of a merger or consolidation pursuant to which we are merged or consolidated with any other corporation (or other entity), unless our voting securities outstanding immediately prior to the merger or consolidation continue to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 66 2/3% of the combined voting power of securities of the surviving entity outstanding immediately after the merger or consolidation;

A plan of complete liquidation or an agreement for the sale or disposition of all or substantially all of our assets is consummated; or

During any period of two consecutive years (not including any period prior to the execution of the agreement), Continuing Directors (as defined below) cease for any reason to constitute at least a majority of our Board. Continuing Directors means (i) individuals who were members of the Board at the beginning of the two-year period referred to above and (ii) any individuals elected to the Board, after the beginning of the two-year period referred to above, by a vote of at least 2/3 of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously approved in accordance with this provision. However, an individual who is elected to the Board after the beginning of the two-year period referred to above will not be considered to be a Continuing Director if the individual was designated by a person who has entered into an agreement with us to effect a transaction that otherwise meets the definition of a change in control.

A person typically is considered to be the “beneficial owner” of securities if the person has or shares the voting power associated with those securities.

“Good Reason” means (a) the executive ceases to be an officer of the Company; (b) we reduce the executive’s base salary and we do not apply the reduction in the same or similar manner to similarly situated employees; (c) we materially reduce the executive’s annual incentive compensation opportunity and the reduction is not applied in the same or similar manner to similarly situated employees; (d) we materially reduce or eliminate an executive benefit or an employee benefit, and we do not apply the reduction to similarly situated employees in the same or similar manner; (e) we materially breach any written agreement between the executive and the Company and we fail to remedy the breach within 60 days after our receipt from the executive of written notice of breach; or (f) we exercise our right not to renew the agreement unless we concurrently exercise our right not to renew the agreements of similarly situated employees.

Compensation Committee Report

The Compensation Committee has reviewed and discussed with Libbey’s management the Compensation Discussion and Analysis in this proxy statement. Taking all of these reviews and discussions into account, the Compensation Committee has approved the inclusion of the Compensation Discussion and Analysis in this proxy statement and has approved the incorporation by reference of the Compensation Discussion and Analysis in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017.

39

Carlos V. Duno, Chair Ginger M. Jones Eileen A. Mallesch Carol B. Moerdyk Steve Nave

2018 Proxy Statement 41

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Table of Contents

Executive Compensation

Executive Compensation Tables

SUMMARY

SUMMARY COMPENSATION TABLE

The following narrative and tables describe the “total compensation” our named executives earned during 2017, 20162019 and 2015.2018. The total compensation presented below does not reflect the actual pay received by, or the target pay of, the named executives in 2017, 20162019 or 2015. The actual value realized by our named executives in 2017 from NQSOs and RSUs is presented in the Option Exercises and Stock Vested Table on page 49. Target annual and long-term incentive awards for 2017 are presented in the Grants of Plan-Based Awards Table on page 45.

2018.

The core components of our named executives’ compensation are base salary, an annual cash incentive opportunity pursuant tounder our SMIP, and a long-term incentive opportunity under our LTIP, which includes performance-based cash compensation and equity awards. In addition to these core components, our executives occasionally receive compensation through sign-on awards, discretionary awards in recognition of outstanding individual contributions, retention awards, or in connection with termination of employment.

Mr. Burmeister

In connection with his hire, Mr. BurmeisterBauer received a $100,000 cash sign-on bonusaward of 150,000 NQSOs to induce him to join the Company and to replaceCompany. The sign-on NQSOs cliff-vest on March 25, 2022, the valuethird anniversary of compensation being forfeited at his previous employer. If Mr. Burmeister resigns without Good Reason before March 30, 2018, he must repay the entire sign-on bonus within 30 days of his date of termination. “Good Reason” is defined on page 41.

Ms. Smith

Ms. Smith received a retention bonus of $225,000 inBauer's start date.

In connection with her service as Interim Chief Financial Officer during 2017. Ms. Smith did not receive any compensationhis transition from CEO to Executive Chairman, Mr. Foley’s salary was reduced to $232,000 and his participation in connection with her retirement.

Ms. Cerioli

In 2017, Ms. Cerioli received compensation in connection with her termination of employment. These payments and benefits were determined in accordance with the Executive Severance Compensation Policy and the award agreements governing awards of RSUs, NQSOsSMIP and LTIP performance cash opportunities.was prorated to March 31, 2019.

Our named executives do not participate in a pension plan. We do not guarantee any particular rate of return on deferred compensation under our Executive Savings Plan ("ESP") or our Executive Deferred Compensation Plan ("EDCP"). The valuesrate of those RSUs and NQSOs for which vesting accelerated in connection with Ms. Cerioli’s termination are not included inreturn depends upon the “All Other Compensation” column in this Summary Compensation Table because the cumulative grant date fair values were included in the “Stock Awards” and “Option Awards” columnsperformance of the Summary Compensation Tables in the yearsfund in which they were granted.

For additional information regarding the payments and benefits provided to Ms. Cerioli in connection with her termination of employment, and additional information regarding the agreements, plans and policies pursuant to which those payments and benefits were provided, see “Potential Payments upon Termination of Employmentparticipant's ESP or Change in Control”above and the Potential Payments upon Termination of Employment TableEDCP account is deemed invested. Accordingly, our named executives do not have any above-market earnings on page 53.

42 Libbey Inc.

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Executive Compensation

nonqualified deferred compensation.

Name	Year		Salary ($)				Bonus ($)(1)				Stock Awards ($)(2)				Option Awards ($)(3)				Non-Equity Incentive Compensation ($)(4)				All Other Compensation ($)(5)				Total ($)
Michael P. Bauer(6)	2019			520,313				0				366,837				122,419				564,167				93,339				1,667,075
Chief Executive Officer
William A. Foley(7)	2019			380,250				0				677,771				0				420,647				44,727				1,523,395
Chairman and former CEO	2018			825,000				0				814,353				0				1,014,805				123,984				2,778,142
James C. Burmeister(8)	2019			421,668				0				118,467				0				329,204				18,845				888,184
Senior Vice President, Chief Operating Officer	2018			386,250				0				123,389				0				247,598				28,362				785,599
Sarah J. Zibbel(9)	2019			310,002				0				59,424				0				169,613				35,206				574,245
Senior Vice President, Chief Human Resources Officer	2018			228,626				100,000				120,170				0				107,538				22,304				578,638

Summary Compensation Table

															Change in
															Pension
															Value and
															Nonqualified
												Non-Equity			Deferred
								Stock		Option		Incentive			Compensation		All Other
				Salary		Bonus		Awards		Awards		Compensation			Earnings		Compensation			Total
Name and Principal Position		Year		($)(1)		($)(2)		($)(3)		($)(4)		($)(5)			($)(6)		($)(7)			($)
William A. Foley		2017		770,000		0		544,611		322,592		707,520			0		120,649			2,465,372
Chairman and		2016		804,185		0		1,037,687		532,688		801,520			0		110,050			3,286,130
Chief Executive Officer(8)
James C. Burmeister		2017		271,354		100,000		76,808		47,057		145,859			0		25,752			666,830
Vice President,
Chief Financial Officer(9)
Veronica L. Smith		2017		276,389		225,000		41,637		24,660		95,880			0		30,600			694,166
former Vice President, Interim
Chief Financial Officer(10)
Annunciata Cerioli		2017		110,001		0		0		0		20,687			0		803,825			934,513
former Vice President,		2016		424,670		0		185,728		103,312		214,012			0		60,679			988,401
Chief Supply Chain Officer(11)		2015		377,646		0		244,588		77,851		86,713			0		27,435			814,233
Susan A. Kovach		2017		339,189		0		71,754		42,500		143,174			22,060		33,959			652,636
Vice President, General		2016		341,568		0		123,696		68,809		209,254			21,812		34,191			799,330
Counsel & Secretary		2015		334,070		0		128,214		69,025		123,403			0		24,320			679,032
Salvador Miñarro Villalobos		2017		348,978		0		94,283		55,844		165,014			0		77,171			741,290
Vice President, General		2016		355,291		0		162,528		90,407		241,106			0		98,845			948,177
Manager U.S. & Canada(12)		2015		373,902		0		617,047		93,409		143,209			0		71,138			1,298,705
Carol Summersgill		2017		296,450		0		52,808		31,279		132,365			0		51,216			564,118
Vice President,
Human Resources(13)

(1)

(1)

As to Mr. MiñarroMs. Zibbel for 2015, represents base salary paid from January 1 through March 31, 2015, as well as other fixed components of pay that our Mexican subsidiary was required under Mexican law to pay Mr. Miñarro, totaling $111,372. These amounts were paid to Mr. Miñarro in Mexican pesos, and the amount included in this column was translated to U.S. currency using the interbank exchange rate in effect at the time of payment to Mr. Miñarro. The remaining $262,530 represents the base salary paid to Mr. Miñarro after he assumed his executive officer role on April 1, 2015.

(2)	As to Mr. Burmeister for 2017,2018, represents a signing bonus. As to Ms. Smith, represents a retention award in connection with her appointment as Interim Chief Financial Officer.

(2)

(3)

Represents the grant date fair value, in accordance with FASB ASC Topic 718, with respect toof RSUs granted in 2017, 20162019 and 2015,2018, respectively. As to Mr. Foley in 2016, also representsThe actual values realized by the grant date fair value, determined in accordance with FASB ASC Topic 718,executive depends on the number of awardsRSUs that actually vest and the price of our common stock made to non-management directors on May 10, 2016. On that date, we awarded certain non-management directors stock having a grant date fair value of $80,007, or $17.58 per share. Although Mr. Foley ceased to be a non-management director when he was appointed CEO on January 12, 2016, this stock award was attributable to service as a non-management director during the 2015 fiscal year. As to all RSUs vest. RSU awards in 2017, 2016 and 2015, the2019 vest ratably over a three-year period. RSU awards in 2018 vest ratably over a four-year period, fromexcept that 10,000 RSUs granted to Ms. Zibbel in 2018 cliff-vest on the datethird anniversary of grant or, in Mr. Burmeister's case, from theher first day of employment. When Ms. Smith retired effective December 31, 2017, all unvested RSUs were forfeited. When Ms. Cerioli’s employment ended on March 31, 2017, vesting was accelerated with respect to all RSUs that otherwise would have vested by March 31, 2018, and all other unvested RSUs were forfeited. For more information, see Footnote 11, “Employee Stock Benefit Plans,” to the consolidated financial statements included in our Annual Report on Form 10-K filed with the SEC on February 27, 2020.March 1, 2018. The actual values realized by the respective named executives depend on the number of RSUs that actually vest and the price of our common stock when the RSUs vest.

(3)

(4)

Represents the grant date fair value, in accordance with FASB ASC Topic 718, with respect to NQSOs granted to Mr. Bauerin 2017, 2016 and 2015, respectively. The awards vest ratably over a four-year period from the date of grant or, in Mr. Burmeister's case, from the first day of employment. When Ms. Smith retired effective December 31, 2017, all unvested NQSOs were forfeited. When Ms. Cerioli’s employment ended on March 31, 2017, vesting was accelerated with respect to all NQSOs that otherwise would have vested by March 31, 2018, and all other unvested NQSOs were forfeited. For more information, see Footnote 11, “Employee Stock Benefit Plans,” to the consolidated financial statements included in our Annual Report on Form 10-K filed with the SEC on March 1, 20182019. The actual values received by the respective named executivesMr. Bauer depend on the number of NQSOs that actually vest, the number of shares with respect to which NQSOs are exercised and the price of our common stock on the date on which the NQSOs are exercised.The awards cliff-vest on March 25, 2022, the third anniversary of Mr. Bauer’s date of hire. For more information, see Footnote 11, “Employee Stock Benefit Plans,” to the consolidated financial statements included in our Annual Report on Form 10-K filed with the SEC on February 27, 2020.

2018 Proxy Statement 43

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Executive Compensation

(4)

(5)

Represents amounts earned by the named executives in 2017, 20162019 and 2015 2018 under our SMIP and under the performance cash component of our 2015 LTIP, 20142017 LTIP and 20132016 LTIP, respectively. The awards under our 2019 SMIP and 2017 LTIP were paid in March of 2018, 2017 and 2016, respectively,2020 and the awards under the performance cash component of our 2015 LTIP, 2014 LTIP2018 SMIP and 20132016 LTIP were paid in March of 2018, 2017 and 2016, respectively.2019.

40

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(5)

(6)

Represents the actuarial increase in pension value under our Salary Plan and our SERP. In 2015, the net pension value under our Salary Plan and our SERP declined for all named executives who were participants under those plans; as a result, for 2015 the amount of the actuarial increase is $0. We do not guarantee any particular rate of return on deferred compensation under our Executive Savings Plan (“ESP”) or our EDCP. The rate of return depends upon the performance of the fund in which the participant’s ESP or EDCP account is deemed invested. Accordingly, the amounts included in this column do not include above-market earnings on nonqualified deferred compensation. Ms. Kovach is the only named executive who is eligible to participate in the Salary Plan and SERP.

(7)	For 2017, includes: (i)2019, includes annual company matching contributions to our 401(k) savings plan (a broad-based plan open to all U.S. salaried employees); (ii) for Ms. Cerioli, our expense associated with the compensation payable to her in connection with her termination of employment; and (iii) the following perquisites:

						Housing
				Tax		Allowance,								Annual
		EDCP		Prep /		Commuting								Executive
		Matching		Financial		or Relocation		Tax		Ground		Airline Club		Physical		Legal
		Contribution		Planning		Assistance		Gross-Up		Transport		Membership		Exam		Fees		Total
Named Executive		($)(a)		($)(b)		($)(c)		($)(d)		($)(e)		($)		($)		($)(f)		($)
W. Foley		29,700		14,334		51,477		5,908		1,307		495		1,528		0		104,749
J. Burmeister		0		7,378		0		0		22		0		3,246		0		10,646
R. Smith		0		14,400		0		0		0		0		0		0		14,400
A. Cerioli		0		0		0		0		0		0		0		0		0
S. Kovach		3,359		14,400		0		0		0		0		0		0		17,759
S. Miñarro		0		10,889		32,266		11,102		173		0		3,671		5,569		63,670
C. Summersgill		0		14,119		13,489		3,629		1,775		0		3,084		0		36,096

Named Executive		EDCP Matching (a)				Tax Prep / Financial Planning (b)				Housing Allowance, Commuting or Relocation Assistance (c)				Tax Gross-Up (d)				Ground Transport (e)				Airline Club				Annual Executive Physical Exam				Total
M. Bauer		$	0			$	0			$	50,333			$	21,892			$	1,953			$	845			$	4,047			$	79,070
W. Foley			5,800				3,744				17,838				0				0				545				0				27,927
J. Burmeister			0				1,500				0				0				0				545				0				2,045
S. Zibbel			0				15,046				0				0				47				545				2,768				18,406

(a)	Annual company matching contributions to our EDCP

(b)	The cost we paid for tax return preparation and financial planning for the respective named executivesexecutive

(c)

As to Mr. Bauer, represents relocation expense. As to Mr. Foley, represents a $45,000$14,164 allowance for housing in the Toledo, Ohio, area since Mr. Foley’s primary home is in the Cleveland, Ohio metropolitan area and $6,477$3,674 in expenses related to commuting between Cleveland and Toledo. As to Mr. Miñarro and Ms. Summersgill, represents relocation expense.Foley's housing allowance ended effective April 24, 2019.

(d)	As to Mr. Foley, represents tax gross-up on commuting expense. As to Mr. Miñarro and Mr. Summersgill,Bauer, represents tax gross-up on relocation expense.

(e)

Includes our incremental cost for ground transportation for personal and business trips from the Toledo, Ohio, area to the Detroit / Wayne County Metropolitan Airport. For personal trips, includes the entire cost that we incurred for such transportation. For business trips, includes the amount in excess of the amount to which the respective named executivesexecutive would have been entitled as reimbursement for mileage and parking under our travel policy applicable to all employees.

(6)
(f)	Represents legal expenses incurred by the Company Mr. Bauer was hired as CEO on behalf of Mr. Miñarro in connection with immigration matters.March 25, 2019.

(7)

(8)

Effective March 24, 2019, Mr. Foley assumed retired from his role as CEO effective January 12, 2016.but continued to be employed by the Company as Executive Chairman until his employment ended on February 29, 2020. Mr. Foley now serves as non-executive Chairman and is compensated in accordance with the Company’s non-management director compensation program. For more information, see"Non-Management Directors' Compensation."

(8)
(9)	Mr. Burmeister was hiredpromoted to Senior Vice President, Chief Operating Officer and Chief Financial Officer on March 30, 2017.

(10)	Ms. Smith was appointed InterimOctober 1, 2019. Mr. Burmeister ceased serving as Chief Financial Officer effective January 1, 2017. Ms. Smith retired on December 31, 2017.13, 2020 but continues to serve as Chief Operating Officer.

(9)
(11)	Ms. CerioliZibbel was hired on December 1, 2014. Her employment ended March 31, 2017.April 5, 2018.

(12)	Mr. Miñarro was named Vice President, General Manager, U.S. and Canada, on April 1, 2015. He previously served as Vice President, General Manager, Latin America.

(13)	Ms. Summersgill was named Vice President, Human Resources on September 1, 2016. She previously served as Vice President, Human Resources for the U.S. and Canada region.

44 Libbey Inc.

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Executive Compensation41

GRANTS OF PLAN-BASED AWARDS TABLE

During 2017, the Compensation Committee granted to our named executives RSUs and NQSOs under our 2016 Omnibus Plan and 2017 LTIP. RSU recipients are not entitled to dividends or voting rights with respect to the common shares underlying the RSUs unless and until they are earned or vested. We do not reprice NQSOs, nor have we repurchased underwater NQSOs. On February 5, 2018, the Compensation Committee approved the payment of cash awards under our 2017 SMIP and our 2015 LTIP.

This table and accompanying footnotes contain information as to each of these awards, including information as to applicable performance measures for our cash awards, and vesting schedules for RSUs and NQSOs.

Grants of Plan-Based Awards Table

																	All Other Stock Awards: Number of Shares of Stock or Units		All Other Option Awards: Number of Securities Underlying Options		Exercise or Base Price of Option Awards		Grant Date Fair Value of Stock and Option Awards
								Estimated Possible Payouts under Non-Equity Incentive Plan Awards(2)
Named Executive		Plan Name		Award Date(1)		Grant Date(1)		Threshold			Target			Maximum
								($)			($)			($)			(#)(3)		(#)(4)		($/Sh)		($)(5)
W. Foley		2017 SMIP		3/24/17				206,250			825,000			1,650,000
		2017 LTIP (cash)		2/13/17				618,750			1,237,500			2,475,000
		2017 LTIP (RSU)		2/13/17		3/1/17											43,779						544,611
		2017 LTIP (NQSO)		2/13/17		3/1/17													88,550		13.60		322,592
J. Burmeister		2017 SMIP		3/24/17				42,481			169,922			339,844
		2017 LTIP (cash)		3/16/17				86,216			172,432			344,864
		2016 LTIP (cash)		3/16/17				21,966			87,865			175,730
		2015 LTIP (cash)		3/16/17				18,956			37,911			75,822
		2017 LTIP (RSU)		3/16/17		5/3/17											9,344						76,808
		2017 LTIP (NQSO)		3/16/17		5/3/17													21,186		9.38		47,057
R. Smith		2017 SMIP		3/24/17				27,639			110,556			221,112
		2017 LTIP (cash)		2/13/17				47,304			94,607			189,214
		2017 LTIP (RSU)		2/13/17		3/1/17											3,347						41,637
		2017 LTIP (NQSO)		2/13/17		3/1/17													6,769		13.60		24,660
A. Cerioli		2017 SMIP		3/24/17				66,991			267,962			535,924
		2017 LTIP (cash)		2/13/17				132,001			264,002			528,004
S. Kovach		2017 SMIP		3/24/17				43,872			175,487			350,974
		2017 LTIP (cash)		2/13/17				81,522			163,044			326,088
		2017 LTIP (RSU)		2/13/17		3/1/17											5,768						71,754
		2017 LTIP (NQSO)		2/13/17		3/1/17													11,666		13.60		42,500
S. Miñarro		2017 SMIP		3/24/17				53,294			213,175			426,350
		2017 LTIP (cash)		2/13/17				107,113			214,225			428,450
		2017 LTIP (RSU)		2/13/17		3/1/17											7,579						94,283
		2017 LTIP (NQSO)		2/13/17		3/1/17													15,329		13.60		55,844
C. Summersgill		2017 SMIP		3/24/17				38,344			153,375			306,750
		2017 LTIP (cash)		2/13/17				60,000			120,000			240,000
		2017 LTIP (RSU)		2/13/17		3/1/17											4,245						52,808
		2017 LTIP (NQSO)		2/13/17		3/1/17													8,586		13.60		31,279

(1)

For non-equity incentive plan awards, the Award Date and the Grant Date are the date on which the Compensation Committee approved the applicable incentive plan or, if later, the date on which the Committee approved the executive’s participation in, and target opportunity under, the applicable incentive plan. For All Other Stock Awards and All Other Option Awards, the Award Date is the date on which the Compensation Committee took action, and the Grant Date is the date on which we determined the number of NQSOs or RSUs awarded. The number of RSUs and NQSOs awarded to the named executives under our 2017 LTIP was determined by dividing the target dollar value of the applicable component of equity to be awarded by (a) in the case of RSUs, the average closing price of Libbey common stock over the 20 consecutive trading-day period ending on the grant date; or (b) in the case of NQSOs, the Black-Scholes value of the options, determined using the average closing price of Libbey common stock over the 20 consecutive trading-day period ending on the grant date and capping the volatility at 50%. We inform grant recipients of their awards after we determine the number of RSUs and/or NQSOs to be granted. For awards

2018 Proxy Statement 45

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Executive Compensation

Table of Contents

made in March 2017, we determined the number of RSUs and NQSOs to be granted on the first business day after we announced our results of operations for the 2016 fiscal year. For Mr. Burmeister's awards of RSUs and NQSOs, we determined the number on the first business day after we announced our results of operations for the first quarter of 2017, since his first day of employment occurred during a quiet period.

(2)	Represents the range, as estimated on the award date, of possible cash awards under (a) our 2017 SMIP and (b) the performance cash component of our 2017 LTIP.

(a)	Under our SMIP, each named executive is eligible for an annual incentive award in an amount up to 200% of the executive officer’s target award, which in turn is a percentage of the executive’s anticipated full-year base salary, as set forth in the following table:

		Target Award as a Percentage of Anticipated Full-Year Base Salary
Named Executive		(%)
W. Foley		100
J. Burmeister		60
V. Smith		40
A. Cerioli		60
S. Kovach		50
S. Miñarro		60
C. Summersgill		50

Under the 2017 SMIP, each named executive except has an opportunity to earn a payout based 50% on company-wide adjusted cash earnings and 50% on strategic objectives. The amount disclosed under the "Threshold" column represents 25% of target performance and assumes achievement of a 50% payout with respect to the adjusted cash-earnings component and 0% with respect to the strategic objectives component. For additional information regarding the adjusted cash earnings and strategic objectives metrics, including the methods of measure, weighting of components, and payout scales, see "What pay did Libbey's executive's receive for 2017?OUTSTANDING" starting on page 28. Adjusted cash earnings is calculated as shown in Appendix A.

(b)

Under the performance cash component of our 2017 LTIP, each named executive is eligible for a cash award in an amount up to 200% of the named executive’s target award. Each named executive’s target award under the performance cash component is 50% of the named executive’s target award under all components of the relevant LTIP. The target awards are based on the named executives’ respective annualized base salaries as of January 1, 2017 (in the case of Mr. Burmeister, March 30, 2017). Each named executive’s target award under all components of the 2017 LTIP is set forth in the following table:

		2017 Target Long-Term Award as a Percentage of Annualized Base Salary		2017 LTIP Performance Cash Target as a Percentage of Annualized Base Salary
Named Executive		(%)		(%)
W. Foley		300		150
J. Burmeister		100		50
V. Smith		70		35
A. Cerioli		120		60
S. Kovach		95		48
S. Miñarro		120		60
C. Summersgill		80		40

The extent to which a payout is earned under the performance cash component of the 2017 LTIP is based on our ROIC for 2017 and our EBITDA for each of 2018 and 2019. ROIC and EBITDA are calculated as shown in Appendix A. The scale used to determine the payout score for each of the three one-year performance periods is reset for each performance period to correlate with targeted ROIC or EBITDA, as applicable, for that year. The amount of the final payout, if any, will be determined based on the average of the three discrete, single-year payout scores. The scale used to determine the payout score for the 2017 calendar year is:

	Basis Points Above or Below		Payout Score
	2017 Targeted ROIC		(%)
	+150		200
	0		100
	-100		50
	Less than -100		0

(3)	Represents grants of RSUs made under our 2017 LTIP. The grants vest 25% per year beginning on March 30, 2018 for Mr. Burmeister and February 17, 2018 for all other named executives.

(4)	Represents grants of NQSOs made under our 2017 LTIP. The grants vest 25% per year beginning on March 30, 2018 for Mr. Burmeister and February 17, 2018 for all other named executives.

(5)	Represents the respective grant date fair values, determined in accordance with FASB ASC Topic 718, of the RSUs and NQSOs.

46 Libbey Inc.

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Executive Compensation

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

Our named executives had the following types of equity awards outstanding at the end of the 20172019 fiscal year:

NQSOs granted under our Amended 2016 Omnibus Plan and predecessor plans; and

RSUs granted under our 2016 Omnibus Plan.

•	RSUs granted under our Amended 2016 Omnibus Plan and predecessor plans; and
•	RSUs and NQSOs granted to Mr. Bauer to induce him to join the Company and issued outside the terms of the Company's Omnibus Incentive Plans in accordance with Section 711(a) of the NYSE American Company Guide.

The following table shows, for each of the named executives, as of December 31, 20172019: (a) the number, exercise price and expiration date of NQSOs that were vested but not yet exercised and of NQSOs that were not vested; and (b) the number and market value of RSUs that were not vested.

Ms. Cerioli had no outstanding equity awards as of December 31, 2017. Pursuant to the terms of the applicable award agreements, upon termination of Ms. Cerioli’s employment on March 31, 2017, vesting was accelerated as to all NQSOs and RSUs that otherwise would have vested within one year of her termination date. All other unvested NQSOs and RSUs were forfeited. Vested NQSOs expired on June 29, 2017. For additional information, see footnote (12) to the Potential Payments Upon Termination of Employment table on page 53.

2018 Proxy Statement 47

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Executive Compensation

					Option Awards													Stock Awards
Name	Award Date(1)		Grant Date(1)(2)		Number of Securities Underlying Unexercised Options Exercisable				Number of Securities Underlying Unexercised Options Unexercisable(3)				Option Exercise Price			Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested(4)				Market Value of Shares or Units of Stock That Have Not Vested(5)
M. Bauer	3/10/19		3/25/19			0				37,500			$	7.00		3/25/29			116,827			$	169,399
	3/10/19		3/25/19			0				37,500				8.50		3/25/29
	3/10/19		3/25/19			0				37,500				10.00		3/25/29
	3/10/19		3/25/19			0				37,500				11.50		3/25/29
W. Foley	1/11/16		2/25/16			94,949				31,649				17.13		2/25/26			14,963				21,696
	2/13/17		3/1/17			44,276				44,274				13.60		3/1/27			21,889				31,739
	2/6/18		2/28/18																119,757				173,648
	2/18/19		2/22/19																190,385				276,058
J. Burmeister	3/16/17		5/3/17			10,594				10,592				9.38		5/3/27			4,672				6,774
	2/6/18		2/28/18																18,145				26,310
	2/18/19		2/22/19																30,000				43,500
	3/10/19		3/15/19																3,692				5,353
S. Zibbel	3/7/18		5/2/18																10,500				15,225
	3/7/18		5/2/18																10,000				14,500
	2/18/19		2/22/19																16,692				24,203

Outstanding Equity Awards at Fiscal Year-End

						Option Awards								Stock Awards
Named Executive		Award Date(1)		Grant Date(1)(2)		Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable(3)		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)(4)		Market Value of Shares or Units of Stock That Have Not Vested ($)(5)
W. Foley		1/11/16		2/25/16		31,650		94,948		17.13		2/25/26		44,891		337,580
		2/13/17		3/1/17		0		88,550		13.60		3/1/27		43,779		329,218
J. Burmeister		3/16/17		5/3/17		0		21,186		9.38		5/3/27		9,344		70,267
V. Smith(6)		2/7/11		2/10/11		2,500		0		17.00		3/31/18		0		0
		2/6/12		2/17/12		2,500		0		13.95		3/31/18		0		0
		2/11/13		2/22/13		3,216		0		19.02		2/22/23		0		0
		2/17/14		2/24/14		3,651		0		23.02		2/24/24		0		0
		2/16/15		3/2/15		1,242		0		38.06		3/31/18		0		0
		2/8/16		2/25/16		2,241		0		17.13		3/31/18		0		0
A. Cerioli(7)
S. Kovach		2/4/08		2/15/08		3,621		0		15.35		2/15/18
		2/7/11		2/10/11		3,625		0		17.00		2/10/21
		2/6/12		2/17/12		4,624		0		13.95		2/17/22
		2/11/13		2/22/13		6,902		0		19.02		2/22/23
		2/17/14		2/24/14		4,810		1,603		23.02		2/24/24		1,409		10,596
		2/16/15		3/2/15		2,343		2,342		38.06		3/2/25		1,734		13,040
		2/8/16		2/25/16		4,089		12,264		17.13		2/25/26		5,798		43,601
		2/13/17		3/1/17		0		11,666		13.60		3/1/27		5,768		43,375
S. Miñarro		2/4/08		2/15/08		3,200		0		15.35		2/15/18
		2/9/09		2/27/09		3,500		0		1.01		2/27/19
		2/8/10		2/11/10		6,000		0		10.13		2/11/20
		12/6/10		12/31/10		20,000		0		15.47		12/31/20
		2/7/11		2/10/11		7,000		0		17.00		2/10/21
		2/6/12		2/17/12		7,500		0		13.95		2/17/22
		7/5/12		8/1/12		3,597		0		13.96		8/1/22
		2/11/13		2/22/13		7,918		0		19.02		2/22/23
		2/17/14		2/24/14		4,937		1,645		23.02		2/24/24		1,446		10,874
		2/16/15		3/2/15		3,170		3,170		38.06		3/2/25		8,347		62,769
		2/8/16		2/25/16		5,372		16,114		17.13		2/25/26		7,618		57,287
		2/13/17		3/1/17		0		15,329		13.60		3/1/27		7,579		56,994
C. Summersgill		4/13/15		5/18/15										1,116		8,392
		12/11/15		12/11/15										1,250		9,400
		2/8/16		2/25/16										2,267		17,048
		8/18/16		9/1/16										1,125		8,460
		2/13/17		3/1/17		0		8,586		13.60		3/1/27		4,245		31,922

(1)

(1)

Except with respect to the award made to Ms. Summersgill in December 2015, theThe Award Date is the date on which the Compensation Committee took action, and the Grant Date is the date on which we determined the number of NQSOs or RSUs, as the case may be, awarded. With respect to the award made to Ms. Summersgill in December 2015, the Award Date is the date on which the award was authorized by the CEO pursuant to the authority delegated to the CEO by the Compensation Committee. For additional information regarding the CEO's authority to grant equity awards, see"What are Libbey's equity grant practices?"

(2)

(2)

SeeSee “Executive Compensation Discussion and AnalysisProgram — How does Libbey determine the forms and amounts of executive pay? —What pay did Libbey's executives receive for 2019? - Equity Grants Under Our LTIP”Compensation”for informationinformation as to how we determine the number of NQSOs and RSUs awarded to our named executives. We inform grant recipients of their awards after we determine the number of NQSOs and/or RSUs to be granted. For awards made in February 2017,2019, the grant date was the first business day after we announced our results of operations for the 20162018 fiscal year. For awards made to Mr. Burmeister in March 2017,2019, the grant date was the first business day after we announced our financial results foreffective date of his LTIP target increase. For awards made to Mr. Bauer in 2019, the first quartergrant date was his date of 2017.hire.

48 Libbey Inc.

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Executive Compensation

(3)

(3)

Represents NQSOs awarded under our Omnibus Plans.Plans and, with respect to Mr. Bauer, issued outside our Omnibus Incentive Plans in accordance with Section 711(a) of the NYSE American Company Guide. NQSOs granted before 2015 vest 25% on each of the first four anniversaries of the grant date. NQSOs granted to Mr. Burmeister in May 2017 vest 25% on each of the first four anniversaries of March 30, 2017, his first day of employment. All other NQSOs granted to Mr. Foley in 2017 vest 25% per year for four years beginning on February 17th17 of the year after the grant. NQSOs granted to Mr. Bauer in 2019 cliff-vest on March 25, 2022, the third anniversary of his hire date.

(4)

(4)

Represents RSUs awarded under our Omnibus Plans.Plans and, with respect to Mr. Bauer, issued outside our Omnibus Incentive Plans in accordance with Section 711(a) of the NYSE American Company Guide. One share of our common stock underlies each RSU. RSUs granted in March 2015, February 2016, and March 2017, and February 2018 vest 25% per year for four years beginning on February 17th17 of the year after the grant. The 10,000 sign-on RSUs granted to Ms. Zibbel on May 2, 2018 cliff vest on April 5, 2021, the third anniversary of her start date, while the remaining 14,000 RSUs granted to Ms. Zibbel in May 20172018 vest 25% per year forratably over four years beginningstarting on March 30, 2018.April 5, 2019. All other RSUs granted to Mr. Bauer in 2019 vest 25%one-third on each of the first fourthree anniversaries of the grant date. The RSUs granted to Mr. Burmeister on March 15, 2019 vest one-third on each of the first three anniversaries of the grant date. All other RSUs granted in 2019 vest one-third per year for three years beginning on February 18, 2020.

(5)
(5)	Represents the market value, as of December 31, 2017,2019, of unvested RSUs. We have estimated the market value by multiplying the number of shares of common stock underlying the RSUs by $7.52, the closing price of our common stock on December 29, 2017, the last trading day of 2017.

(6)	Pursuant to the terms of the applicable NQSO and RSU award agreements, upon Ms. Smith’s retirement on December 31, 2017, all unvested NQSOs and RSUs were forfeited.

(7)	Ms. Cerioli had no outstanding equity awards as of December 31, 2017. When Ms. Cerioli’s employment ended on March 31, 2017, vesting was accelerated as to all NQSOs and RSUs that otherwise would have vested within one year of her termination date. All other unvested NQSOs and RSUs were forfeited. Vested NQSOs expired unexercised on June 29, 2017.

OPTION EXERCISES AND STOCK VESTED FOR FISCAL 2017 TABLE

The following table sets forth information concerning the exercise of stock options by the named executives in 2017 and the value of RSUs that vested in 2017.

Option Exercises and Stock Vested in Fiscal 2017

		Option Awards				Stock Awards
Named Executive		Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)(1)		Number of Shares Acquired on Vesting ($)(2)		Value Realized on Vesting ($)(3)
W. Foley		0		0		14,964		265,910
J. Burmeister		0		0		0		0
R. Smith		0		0		2,270		31,548
A. Cerioli		0		0		10,474		165,088
S. Kovach		0		0		5,721		98,735
S. Miñarro		0		0		9,893		172,701
C. Summersgill		0		0		2,314		24,799

(1)	Our named executive officers did not exercise any options during 2017.

(2)	Represents the number of RSUs that vested during 2017.

(3)	Represents the value of RSUs that vested during 2017. The value was determined by multiplying the number of shares by$1.45, the closing price of our common stock on the applicable vesting dates:last trading day of 2019.

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STOCK OWNERSHIP INFORMATION

WHO ARE THE LARGEST OWNERS OF LIBBEY STOCK?

The following table shows information, as of March 20, 2020 unless otherwise indicated, with respect to the persons we know to be beneficial owners of 5% or more of our common stock. Except as otherwise indicated by footnote, the percentage ownership indicated is based on 22,577,358 outstanding shares of Libbey Inc. common stock as of March 20, 2020.

Name and Address of Beneficial Owner		Amount and Nature of Beneficial Ownership		Percent of Class
Dimensional Fund Advisors LP(1) Building One 6300 Bee Cave Road Austin, TX 78746		1,214,757		5.38	%

(1)

Based solely on Amendment No. 5 to Schedule 13G filed with the SEC on February 12, 2020, as of December 31, 2019, Dimensional Fund Advisors LP, an investment adviser, was the beneficial owner of 1,214,757 common shares, with sole dispositive power as to all such shares, shared dispositive power as to no such shares, sole voting power with respect to 1,167,499 common shares, and shared voting power with respect to no common shares.

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HOW MUCH LIBBEY STOCK DO OUR DIRECTORS AND OFFICERS OWN?

BENEFICIAL OWNERSHIP TABLE

The following table shows, as of March 20, 2020, the number of shares of our common stock and percentage of all issued and outstanding shares of our common stock that are beneficially owned by our directors, the named executives and our directors and executive officers as a group. With respect to those named executives who were no longer employed by the Company as of March 20, 2020, the information included in this table is accurate to the best of our knowledge. Our address, as set forth on the Notice of Annual Meeting of Shareholders, is the address of each director and named executive set forth below. The shares owned by the named executives set forth below include the shares held in their accounts in our 401(k) plan. An asterisk indicates ownership of less than one percent of the outstanding stock.

Name of Beneficial Owner		Amount and Nature of Beneficial Ownership				Percent of Class
Michael P. Bauer(1)			10,000				*
James C. Burmeister(1)			42,288				*
William A. Foley(1)(2)			643,956				2.85	%
Ginger M. Jones(2)			46,481				*
Eileen A. Mallesch(2)			36,258				*
Deborah G. Miller(2)			56,284				*
Carol B. Moerdyk(2)			63,534				*
Steve Nave(2)			25,786				*
John C. Orr(2)			50,122				*
Sarah J. Zibbel(1)			6,026				*
Directors and Executive Officers as a Group(1)(2)			987,742				4.37	%

(1)	Includes the following NQSOs that have been granted to our named executives and all executive officers as a group and that currently are exercisable or will be exercisable on or before May 18, 2020:

Named Executive		Number of Outstanding Stock Options Exercisable Within 60 Days
M. Bauer			0
	Vesting Date		Closing Price ($)
	February 17, 2017		17.77
	February 22, 2017		17.25
	February 24, 2017		16.25
	March 31, 2017		14.58
	May 18, 2017		8.08
	September 1, 2017		8.20
	December 11, 2017		6.05
W. Foley			215,148
J. Burmeister			15,890
S. Zibbel			0
All executive officers as a group			233,838

(2)	Includes the following shares of our common stock that are deferred by non-management directors under our 2009 Director Deferred Compensation Plan, which we refer to as our Director DCP, and that are payable as shares of our common stock:

Name of Director		Number of Deferred Shares
W. Foley(a)			0
G. Jones			13,846
E. Mallesch			36,258
D. Miller			0
C. Moerdyk			0
S. Nave			25,786
J. Orr			0
All non-management directors as a group			75,890

Does not include the following shares of phantom stock that are held by non-management directors pursuant to our deferred compensation plans for outside directors and that are payable in cash:

Name of Director		Number of Phantom Shares
W. Foley(a)			13,126
G. Jones			0
E. Mallesch			0
D. Miller			2,443
C. Moerdyk			20,566
S. Nave			80,093
J. Orr			0
All non-management directors as a group			116,228

(a)

Mr. Foley was a non-management director from 1994 until he assumed the role of CEO on January 12, 2016. After serving as a management director from January 12, 2016 through February 29, 2020, he returned to serving as a non-management director effective March 1, 2020.

For more information regarding our deferred compensation plans for non-management directors, see “Non-Management Directors’ Compensation,” above.

2018 Proxy Statement 49

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Executive Compensation

PENSION BENEFITS IN FISCAL 2017 TABLE

Executives hired before January 1, 2006, are eligible for benefits under our Salary Plan and our SERP. Of

In addition to outstanding shares of common stock that our named executives only Ms. Kovach is eligible for benefits underbeneficially owned as of March 20, 2020, the Salary Plan and SERP. None of our other named executives is eligible forand all executive officers as a pension benefitgroup have received the following grants of RSUs that have not yet vested:

Named Executive		Number of Unvested RSUs(1)
M. Bauer			520,750
W. Foley			0
J. Burmeister			176,464
S. Zibbel			89,341
All executive officers as a group			947,183

(1)

Of these amounts, 387 RSUs with 4-year ratable vesting were awarded on February 13, 2017; 4,672 RSUs with 4-year ratable vesting were awarded on March 16, 2017; 13,840 RSUs with 4-year ratable vesting were awarded on February 5, 2018; 10,500 RSUs with 4-year ratable vesting were awarded on March 7, 2018; 10,000 RSUs with 3-year cliff vesting were awarded on March 7, 2018; 34,040 RSUs with 3-year ratable vesting were awarded on February 18, 2019; 119,288 RSUs with 3-year ratable vesting were awarded on March 10, 2019; and 754,456 RSUs with 3-year ratable vesting were awarded on February 18, 2020. One share of our common stock will be issued for each vested RSU. Dividends do not accrue on RSUs until they vest. For further information, see the Outstanding Equity Awards at Fiscal Year-End Table.

EQUITY COMPENSATION PLAN INFORMATION

Following are the number of securities and weighted average exercise price thereof under our Salary Plan or SERP because each joined Libbey after December 31, 2005.

The Salary Plan is a qualified plan,compensation plans approved and the SERP is an excess, non-qualified plan designed to provide substantially identical retirement benefits as the Salary Plan to the extent that the Salary Plan cannot provide those benefits due to limitations in the Internal Revenue Code. Benefits under the Salary Plan and SERP are determinednot approved by annual contribution credits equal to a percentage of annual earnings plus interest. Ms. Kovach is eligible for a pension benefit under the Salary Plan and SERP under the cash balance formula, which is based upon the value of a notional account that had an opening balance determined in accordance with the final average pay formula described below as of January 1, 1998. Under the cash balance formula, the account balance is increased each year with a contribution amount based on the sum of age and years of service with Libbey and with interest based upon the 30-year Treasury rate.

The final average pay formula is:

[(A) × (B) × (C)] + [(D) × (E) × (C)] + [(F) + (A) + (G)]

Where:

(A)	Monthly final average earnings for the three highest consecutive calendar years before 2008

(B)	1.212%

(C)	Years of credited service up to 35 years

(D)	Monthly final average earnings above Social Security Wage base at retirement

(E)	0.176%

(F)	0.5%

(G)	Years of credited service over 35 years

Only base salary and amounts earned under the SMIP are included in calculating final average earnings.

The retirement benefit may be adjusted if the employee has more or less than 35 years of credited service or retired before age 65. The Salary Plan and the SERP provide for additional benefit accruals beyond age 65 and for annual annuity benefits as well as an optional lump sum form of benefit.

The following table sets forth information concerning the benefits provided to Ms. Kovach under the Salary Plan and the SERPsecurity holders as of December 31, 2017, the date that we use for pension plan measurement for financial statement reporting purposes.

2019:

Plan Category		Number of Securities to be Issued Upon Exercise of Outstanding Options and Rights				Weighted Average Exercise Price of Outstanding Options and Rights				Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans
Equity compensation plans approved by security holders(1)			1,549,333			$	16.94				2,140,834
Equity compensation plans not approved by security holders(2)			266,827				9.25				0
Total			1,816,160				15.31				2,140,834

(1)	Includes 990,010 restricted stock units awarded under Libbey's equity compensation plans.
Pension Benefits in Fiscal 2017 Table

Named Executive		Plan Name		Number of Years of Credited Service (#)(1)		Present Value of Accumulated Benefit ($)(2)		Payments During Last Fiscal Year ($)
S. Kovach		Salary Plan		14.08		176,411		0
		SERP		14.08		135,132		0

(2)
(1)	Represents actual years of service116,827 restricted stock units and 150,000 nonqualified stock options granted as inducement awards to Libbey. The plans were frozen at the end of 2012, after which additional pension service is not credited.

(2)	Amounts were determined based on the assumptions outlined in our audited financial statements for the year ended December 31, 2017, except that Ms. Kovach is assumed to receive benefits under the cash balance design at her normal retirement age of 65.

50 Libbey Inc.

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Executive Compensation

NONQUALIFIED DEFERRED COMPENSATION TABLE

The following table sets forth information with respect to our EDCP. The EDCP was the only nonqualified deferred compensation plan under which employees could defer pay earned in 2017:

Nonqualified Deferred Compensation in Fiscal 2017 Table

		Executive Contributions in Last FY				Registrant Contributions in Last FY				Aggregate Earnings in Last FY					Aggregate Withdrawals / Distributions in Last FY					Aggregate Balance at Last FYE(3)
Named Executive		($)		RSUs		($)(1)		RSUs		($)(2)			RSUs		($)			RSUs		($)		RSUs
W. Foley		29,700		0		29,700		0		353			0		0			0		121,635		0
J. Burmeister		0		0		0		0		0			0		0			0		0		0
R. Smith		0		0		0		0		0			0		0			0		0		0
A. Cerioli		15,000		0		0		0		3,619			0		(98,049	)		0		0		0
S. Kovach		3,359		0		3,359		0		(2,716	)		903		0			0		73,923		17,434
S. Miñarro		0		0		0		0		0			0		0			0		0		0
C. Summersgill		16,355		0		0		0		11,538			0		0			0		80,701		0

(1)	The following amounts are included in the column headed “All Other Compensation” in the Summary Compensation Table above: Mr. Foley - $29,700; Ms. Kovach - $3,359.

(2)	Not included in the Summary Compensation Table because earnings are not at an above-market rate.

(3)	Of the total amounts in this column, the following amounts are reported as “Salary” or “Stock Awards” in the Summary Compensation Table in this proxy statement for the 2017, 2016 and/or 2015 fiscal years:

Named Executive		Salary ($)		Stock Awards ($)
W. Foley		60,638		0
J. Burmeister		0		0
R. Smith		0		0
A. Cerioli		83,800		0
S. Kovach		11,015		0
S. Miñarro		0		0
C. Summersgill		16,355		0

Under the EDCP, our named executives and other members of senior management may defer base pay, cash incentive and bonus compensation and RSUs into an account that is deemed invested in one of 13 measurement funds, including a Libbey common stock measurement fund. RSUs in all events are deemed invested in the Libbey common stock measurement fund. We selected these funds to provide measurement options similar to the investment options provided under our 401(k) plan. Participants make deferral elections with respect to cash pay and RSUs before the year in which they are earned or they vest.

Participants can defer (a) up to 60% of the amount by which base salary exceeds required payroll obligations and 401(k) plan contributions; (b) up to 60% of the amount by which cash incentive or bonus compensation exceeds required payroll obligations; and (c) up to 100% of RSUs that are earned or vest during the year to which the deferral relates. We provide matching contributions on excess contributions of base salary in the same manner as we provide matching contributions under our 401(k) plan. The matching contributions are deemed invested in accordance with the participant’s election as to his or her own contributions.

The balance credited to a participant’s account, including the matching contributions that we make, is 100% vested at all times. However, the EDCP is not funded and, as a result, EDCP account balances are subject to the claims of our creditors.

We must pay the account balance in a lump sum made on, or in installments that begin on, the distribution date elected by the participant. However, if a participant dies before his or her account balance is distributed in full, we must distribute the account balance in a lump sum to the participant’s beneficiaries no later than 60 days after the participant’s death. If a participant ceases to be a Libbey employee before his or her 62^nd birthday, we must pay the participant his or her account balance in a lump sum within 60 days after the date of his or her separation from service, unless the participant is a “specified employee” for purposes of Internal Revenue Code Section 409A. In that event, we must pay the participant his or her account balance on the first day of the seventh month after his or her separation from service. If a participant ceases to be a Libbey employee on or after his or her 62nd birthday, we must distribute the account balance either in a lump sum or in installments, as elected by the participant, on or beginning on the distribution date elected by the participant. In that event, the distribution date cannot be later than the January 1st immediately following the

2018 Proxy Statement 51

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Executive Compensation

participant’s 75th birthday. If, however, the executive is a “specified employee” for purposes of Internal Revenue Code Section 409A, we cannot distribute the account balance, or begin distributing the account balance, to the participant before the first day of the seventh month after the participant’s separation from service. Finally, if a change in control, as defined in the EDCP, occurs, a participant’s entire account balance will be distributed to him or her within 30 days after the change in control.

EDCP hardship distributions are permitted, but there are no loan provisions. All EDCP distributions are fully taxable. Rollovers to defer taxes are not permitted.

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

As discussed under “Compensation Discussion and Analysis — Potential Payments upon Termination or Change in Control,” we have a letter agreement with Mr. Foley and, for all non-CEO named executives, an Executive Severance Compensation Policy and change in control agreements pursuant to which they may be entitled to severance payments and/or other benefits upon termination of their employment, including in connection with a change in control of Libbey.

The terms of our RSU and NQSO award agreements provide for acceleration of unvested awards in the event of termination of employment under certain circumstances. Additionally, the terms of award agreements relating to the performance cash components of our 2015 LTIP (for the 2015-2017 performance cycle), 2016 LTIP (for the 2016-2018 performance cycle) and 2017 LTIP (for the 2017-2019 performance cycle) provide for payouts in the event of termination of employment under certain circumstances.

Ms. Cerioli’s employment ended effective March 31, 2017. Her termination was without Cause under the Executive Severance Compensation Policy, and she received severance benefits and payments pursuant to the terms of the Executive Severance Compensation Policy and the agreements pursuant to which awards of RSUs, NQSOs and performance cash awards were made. The amounts of these severance benefits and payments are set forth under “Involuntary termination without Cause - no change in control triggering event.”

Ms. Smith retired effective December 31, 2017. She received no severance benefits or payments in connection with her retirement.

For each of Ms. Cerioli and Ms. Smith, the amounts reflected in the table on the following page are the amounts actually payable to each of them in connection with their respective terminations of employment.

With respect to all other named executives, the table provides information with respect to the amounts payable to each of them based upon the following significant assumptions:

We have assumed that the executive’s employment terminated on December 31, 2017, under the various scenarios described in the table.

For purposes of illustrating the amounts payable on or in connection with a change in control, we have assumed that a change in control occurred on December 31, 2017, and that the named executive’s employment terminated concurrently with the change in control.

Ms. Kovach is the only named executive eligible for benefits under our Salary Plan and SERP. As of December 31, 2017, Ms. Kovach was at least age 55 and had at least five years of service with Libbey. As a result, Ms. Kovach would have been eligible to receive a retirement benefit under our Salary Plan and SERP if she had retired on or before December 31, 2017. If any of our non-CEO named executives had retired on or before December 31, 2017, all unvested equity awards would have been forfeited.

52 Libbey Inc.

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Executive Compensation

Potential Payments Upon Termination of Employment(1)

Named Executive		Cash Severance ($)		Annual Incentive for Year of Termination ($)		LTIP Cash ($)(2)		Acceleration of Unvested Equity Awards ($)(3)		Misc. Benefits ($)		Total ($)
William A. Foley
Death or permanent disability(4)		0		577,500		1,725,900		666,798		0		2,970,198
Voluntary termination(5)		0		577,500		754,821		337,580		0		1,669,901
Involuntary termination without Cause - no change in		0		577,500		754,821		419,887		0		1,752,208
control(6)
Involuntary termination without Cause in connection		0		577,500		1,483,845		666,798		0		2,728,143
with a change in control(7)
Involuntary termination for Cause		0		0		0		0		0		0
James C. Burmeister
Death or permanent disability(4)		0		138,391		153,965		70,267		0		362,623
Quit for Good Reason-no change in control(8)		0		0		76,832		0		0		76,832
Involuntary termination without Cause - no change		285,000		138,391		76,832		17,567		80,799		598,589
in control(9)
Quit for Good Reason or involuntary termination		1,140,000		138,391		169,566		70,267		80,835		1,599,059
without Cause – change in control(10)
Involuntary termination for Cause		0		0		0		0		0		0
Veronica L. Smith
Retirement(11)		0		0		0		0		0		0
Annunciata Cerioli
Involuntary termination without Cause - no change in		704,006		0		0		96,141		93,219		893,366
control(12)
Susan A. Kovach
Death or permanent disability(4)		0		118,716		263,753		110,612		0		493,081
Retirement(13)		0		118,716		0		0		311,543		430,259
Quit for Good Reason - no change in control(8)		0		0		105,874		0		0		105,874
Involuntary termination without Cause - no change in		503,805		118,716		105,874		42,496		88,278		859,169
control(14)
Quit for Good Reason or involuntary termination		1,007,610		118,716		201,473		110,612		83,214		1,521,625
without Cause - change in control(10)
Involuntary termination for Cause		0		0		0		0		0		0
Salvador Miñarro Villalobos
Death or permanent disability(4)		0		131,914		351,440		187,925		0		671,279
Quit for Good Reason — no change in control(8)		0		0		140,073		0		0		140,073
Involuntary termination without Cause — no change		550,843		131,914		140,073		75,614		93,219		991,663
in control(14)
Quit for Good Reason or involuntary termination		1,101,686		131,914		265,681		187,925		91,887		1,779,093
without Cause - change in control(10)
Involuntary termination for Cause		0		0		0		0		0		0
Carol Summersgill
Death or permanent disability(4)		0		125,991		72,356		75,223		0		273,570
Quit for Good Reason – no change in control(8)		0		0		33,041		0		0		33,041
Involuntary termination without Cause — no change		440,325		125,991		33,041		23,071		85,397		1,498,476
in control(14)
Quit for Good Reason or involuntary termination		880,650		125,991		86,774		75,223		72,544
without Cause – change in control(10)
Involuntary termination for Cause		0		0		0		0		0		0

2018 Proxy Statement 53

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Executive Compensation

(1)

Represents potential payments pursuant to equity award agreements, performance cash award agreements and (a) in the case of the named executives other than Mr. Foley or Mr. Burmeister, our Executive Severance Compensation Policy or their respective change in control agreements, as applicable, (b) in the case of Mr. Foley, his Letter Agreement, and (c) in the case of Mr. Burmeister, his employment offer letter or his change in control agreement, as applicable. Only Ms. Kovach was eligible for retirement benefits as of December 31, 2017.

(2)

As to those triggering events for which we estimated future payouts under the performance cash component of our 2016 LTIP and 2017 LTIP, we estimated the payout under the performance cash component of our 2016 LTIP assuming achievement at 53% of target performance, and we estimated the payout under the performance cash component of our 2017 LTIP assuming achievement of 67% of target performance. The amounts actually earned under the performance cash component of our 2016 LTIP and 2017 LTIP would be paid between January 1 and March 15 of the calendar year following the conclusion of the applicable performance cycle.

(3)

For those triggering events that result in acceleration of unvested equity awards: (a) except as to RSUs granted to Ms. Cerioli, we have estimated the value of common stock underlying RSUs by multiplying the applicable number of RSUs by $7.52, the closing price of our common stock on December 31, 2017; and (b) except as to RSUs granted to Ms. Cerioli, we have determined the in-the-money/intrinsic value of the applicable NQSOs by deducting the respective exercise prices for the NQSOs from $7.52 and multiplying the result (if greater than zero) by the applicable number of NQSOs. As to Ms. Cerioli, the values for the RSUs and NQSOs were calculated based on the closing price of our common stock on March 31, 2017, which was $14.58.

(4)	Represents the sum of:

(a)	under “Annual Incentive for Year of Termination,” the amount actually earned under our 2017 SMIP;

(b)	under “LTIP Cash,” a target award (unprorated because the performance cycle was complete as of December 31, 2017) under the performance cash component of our 2015 LTIP and prorated target awards under the performance cash component of our 2016 LTIP and our 2017 LTIP; and

(c)	under “Acceleration of Unvested Equity Awards,” the sum of (i) the estimated value, as of December 31, 2017, of common stock underlying all RSUs that were not vested as of December 31, 2017, and (ii) the in-the-money/intrinsic value, as of December 31, 2017, of all NQSOs that were not vested as of December 31, 2017.

(5)	Represents the sum of:

(a)	under “Annual Incentive for Year of Termination,” the amount actually earned under our 2017 SMIP;

(b)	under “LTIP Cash,” the sum of the amount actually earned under the performance cash component of our 2015 LTIP and an estimate of the prorated amount that actually would be earned under the performance cash component of each of our 2016 LTIP and 2017 LTIP [estimated as described in footnote (2) above]; and

(c)	under "Acceleration of Unvested Equity Awards," the sum of: (i) the estimated value, as of December 31, 2017, of common stock underlying RSUs granted in 2016 that were not vested as of December 31, 2017; and (ii) the in-the-money/intrinsic value, as of December 31, 2017, of NQSOs granted in 2016 that were not vested as of December 31, 2017.

(6)	Represents the sum of:

(a)	under “Annual Incentive for Year of Termination,” the amount actually earned under our 2017 SMIP;

(b)	under “LTIP Cash,” the sum of the amount actually earned under the performance cash component of our 2015 LTIP and an estimate of the prorated amount that actually would be earned under the performance cash component of each of our 2016 LTIP and 2017 LTIP [estimated as described in footnote (2) above]; and

(c)

under "Acceleration of Unvested Equity Awards," the sum of: (i) the estimated value, as of December 31, 2017, of common stock underlying RSUs granted in 2017 that were not vested as of December 31, 2017, but were scheduled to vest by December 31, 2018,; (ii) the in-the-money/ intrinsic value, as of December 31, 2017, of NQSOs granted in 2017 that were not vested as of December 31, 2017, but were scheduled to vest by December 31, 2018; (iii) the estimated value, as of December 31, 2017, of common stock underlying RSUs granted in 2016 that were not vested as of December 31, 2017; and (iv) the in-the-money/intrinsic value, as of December 31, 2017, of NQSOs granted in 2016 that were not vested as of December 31, 2017.

(7)	Represents the sum of:

(1)	under “Annual Incentive for Year of Termination,” the amount actually earned under our 2017 SMIP; and

(2)	under “LTIP Cash,” the sum of the amount actually earned under the performance cash component of our 2015 LTIP and an estimate of the unprorated amount that actually would be earned under the performance cash component of each of our 2016 LTIP and 2017 LTIP [estimated as described in footnote (2) above]; and

(3)	under “Acceleration of Unvested Equity Awards,” the sum of (i) the estimated value, as of December 31, 2017, of common stock underlying all RSUs that were not vested as of December 31, 2017, and (ii) the in-the-money/intrinsic value, as of December 31, 2017, of all NQSOs that were not vested as of December 31, 2017.

(8)	Under “LTIP Cash,” represents prorated actual awards under the performance cash component of our 2015 LTIP, 2016 LTIP and 2017 LTIP [estimated as described in footnote (2) above]. We have prorated the amounts through the assumed date of termination.

(9)	Represents the sum of:

(a)	under “Cash Severance,” the sum of 6 months' base salary and 50% of Mr. Burmeister's target award under our 2017 SMIP, at the annual base salary and target incentive opportunity in effect on the date of termination;

(b)	under “Annual Incentive for Year of Termination,” the amount actually earned under our 2017 SMIP;

(c)	under “LTIP Cash,” the sum of the amount actually earned under the performance cash component of our 2015 LTIP and prorated actual awards under the performance cash component of each of our 2016 LTIP and our 2017 LTIP [estimated as described in footnote (2) above];

(d)	under "Acceleration of Unvested Equity Awards," the sum of: (i) the estimated value, as of December 31, 2017, of common stock underlying RSUs that were not vested as of December 31, 2017, but were scheduled to vest by December 31, 2018,; (ii) the in-the-money/intrinsic

54 Libbey Inc.

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Executive Compensation

value, as of December 31, 2017, of NQSOs that were not vested as of December 31, 2017, but were scheduled to vest by December 31, 2018; and

(e)	under “Misc. Benefits,” the sum of (i) the estimated cost (net of contributions by the named executive at the active employee rate) of continued medical, dental, and prescription drug coverage for six months following termination; and (iii) and executive outplacement services for a period of one year from termination at the rate of $75,000 per year.

(10)	Represents the sum of:

(a)	under “Cash Severance,” the sum of two times the named executive’s annual base salary and two times the named executive’s target award under our 2017 SMIP, at the annual base salary and target incentive opportunity in effect on the date of termination;

(b)	under “Annual Incentive for Year of Termination,” the amount actually earned under our 2017 SMIP;

(c)	under “LTIP Cash,” the sum of the amount actually earned under the performance cash component of our 2015 LTIP and an estimate (without proration) of the amount the named executive would earn under the performance cash component of each of our 2016 LTIP and our 2017 LTIP [estimated as described in footnote (2) above];

(d)	under “Acceleration of Unvested Equity Awards,” the estimated value, as of December 31, 2017, of common stock underlying RSUs not yet vested as of that date and the in-the-money/intrinsic value, as of December 31, 2017, of NQSOs not yet vested as of that date; and

(e)

under “Misc. Benefits,” the sum of (i) the maximum cost (15% of base salary) to be incurred by Libbey to provide executive level outplacement services for two years after termination; (ii) the estimated cost (net of contributions by the named executive at the active employee rate) of continued medical, dental, prescription drug and life insurance coverage for 18 months following termination; and (iii) and the maximum cost ($10,000) to provide financial planning services to the named executive.

(11)	Ms. Smith did not receive any severance paymentsBauer in connection with her retirement.

(12)	Represents the sum of:

(a)	under “Cash Severance,” salary continuation for 12 months and a lump sum payment equal to Ms. Ceriloi's target award under our 2017 SMIP, at the annual base salary and target incentive opportunityhis hire in effect on the date of termination;

(b)	under “Annual Incentive for Year of Termination,” the amount actually earned under our 2017 SMIP;

(c)	under “LTIP Cash,” the sum of the amount actually earned under the performance cash component of our 2015 LTIP and prorated actualMarch 2019. These inducement awards under the performance cash component of our 2016 LTIP [estimated as described in footnote (2) above];

(d)

under "Acceleration of Unvested Equity Awards," the sum of: (i) the estimated value, as of March 31, 2017, of common stock underlying RSUs that were not vested as of March 31, 2017, but were scheduled to vest by March 31, 2018,; (ii) the in-the-money/intrinsic value, as of March 31, 2017, of NQSOs that were not vested as of March 31, 2017, but were scheduled to vest by March 31, 2018; andgranted under an equity compensation plan.

(e)	under “Misc. Benefits,” the sum of (i) the estimated cost (net of contributions by the named executive at the active employee rate) of continued medical, dental, and prescription drug coverage for 12 months following termination; and (iii) and executive outplacement services for a period of one year from termination at the rate of $75,000 per year.

(13)	Represents the sum of:

(a)	under “Annual Incentive for Year of Termination,” the amount actually earned under our 2017 SMIP; and

(b)	under “Misc. Benefits,” the present value of Ms. Kovach’s accumulated benefit under our Salary Plan and SERP at December 31, 2017.

In addition, if the Compensation Committee were to exercise discretion to accelerate unvested RSUs and NQSOs that were scheduled to vest by December 31, 2018, we estimate that the value, as of December 31, 2017, of the accelerated RSUs would be $111,331, and that the in-the-money/intrinsic value, as of December 31, 2017, of the accelerated NQSOs would be $10,286. We estimated these values in the manner described in footnote (3) above.

(14) Represents the sum of:

(a)	under “Cash Severance,” the sum of 12 months' base salary and the named executive's target award under our 2017 SMIP, at the annual base salary and target incentive opportunity in effect on the date of termination;

(b)	under “Annual Incentive for Year of Termination,” the amount actually earned under our 2017 SMIP;

(c)	under “LTIP Cash,” the sum of the amount actually earned under the performance cash component of our 2015 LTIP and prorated actual awards under the performance cash component of each of our 2016 LTIP and our 2017 LTIP [estimated as described in footnote (2) above];

(d)

under "Acceleration of Unvested Equity Awards," the sum of: (i) the estimated value, as of December 31, 2017, of common stock underlying RSUs that were not vested as of December 31, 2017, but were scheduled to vest by December 31, 2018,; (ii) the in-the-money/ intrinsic value, as of December 31, 2017, of NQSOs that were not vested as of December 31, 2017, but were scheduled to vest by December 31, 2018; and

(e)	under “Misc. Benefits,” the sum of (i) the estimated cost (net of contributions by the named executive at the active employee rate) of continued medical, dental, and prescription drug coverage for 12 months following termination; and (iii) and executive outplacement services for a period of one year from termination at the rate of $75,000 per year.

2018 Proxy Statement 55

45

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Table of Contents

Executive Compensation

CEO Pay Ratio

As

AUDIT-RELATED MATTERS

Proposal 3     Ratification of Auditors

The Audit Committee has appointed Deloitte & Touche LLP to serve as our independent auditors for our 2020 fiscal year. Although ratification by the shareholders is not required by Section 953(b)law, the Board of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Mr. Foley, our Chairman and Chief Executive Officer. The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.

For 2017:

The median of the annual total compensation of all employees of our company worldwide (other than our CEO), was $14,106; and

The annual total compensation of our CEO, as reported in the Summary Compensation Table in this Proxy Statement, was $2,465,372.

Based on this information for 2017, the ratio of the annual total compensation of Mr. Foley, our CEO, to the median of the annual total compensation of all employees was:	175: 1

To identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of our median employee and our CEO, the methodology and the material assumptions, adjustments, and estimatesDirectors believes that we used were as follows:

We selected October 1, 2017, as the date upon which we would identify the “median employee.”

We determined that, as of October 1, 2017, our employee population consisted of approximately 6,147 individuals. However, we chose to exclude the approximately six employees employed in Canada, two employees employed in Australia, and one employee employed in Singapore from the determination of the “median employee,”you should be given the small numberopportunity to express your views on the subject. Unless otherwise directed, proxies will be voted for ratification.

The Board recommends a vote FOR this proposal

If our shareholders do not ratify the appointment of employeesDeloitte & Touche LLP, our Audit Committee, in those jurisdictionsits discretion, will consider the voting results and the estimated costs of obtaining their compensation information. In total, we excluded less than 5% of our non-U.S. workforce (approximately nine individuals) from the identification of the median employee, as permitted by SEC rules. After taking these exclusions into consideration, our employee population consisted of approximately 6,138 individuals.

Given the global distribution of our employee population, we useevaluate whether to select a variety of pay elements to structure the compensation arrangements of our employees. Consequently, for purposes of measuring the compensation of our employees, we selected “regular wages” as the most appropriate measure of compensation. “Regular wages” includes base wages, overtime, paid days off, shift differential, production schedule premium, production bonuses and non-US pay types such as Christmas bonus, anniversary bonus, and perfect attendance bonus. Given our multiple payroll systems, we gathered the requisite information applying this compensation measure with respect to our employees using the 12-month period ending December 31, 2017.

We did not make any cost-of-living adjustments in identifying the “median employee.”

Using this methodology, we determined that the “median employee” was a full-time, hourly employee located in Mexico, with regular wages of $11,061 for the 12-month period ending December 31, 2017. For purposes of translating to U.S. dollars the compensation elements paid in Mexican pesos, we used a year-end average rate comprised of the average month-end rate for the 12 calendar months.

With respect to the annual total compensation of the “median employee,” we identified and calculated the elements of the employee’s compensation for 2017 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $14,106. The difference between the employee’s regular wages and annual total compensation represents the estimated value of the employee’s other statutory benefits, ancillary benefits customary in Mexico, and pension benefits ($3,045).

•	With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our 2017 Summary Compensation Table included in this Proxy Statement.

The Securities and Exchange Commission rules for identifying the median compensated employee and calculating the pay ratio based on that employee's annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

independent auditor.  

56 Libbey Inc.

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WHAT

AUDIT-RELATED MATTERS

PROPOSAL NO. 3
RATIFICATION OF AUDITORS
The Audit Committee has appointed Deloitte & Touche LLP to serve as our independent auditors for our 2018 fiscal year. Although ratification by the shareholders is not required by law, the Board of Directors believes that you should be given the opportunity to express your views on the subject. Unless otherwise directed, proxies will be voted for ratification.
The Board of Directors recommends a vote FOR this proposal.

WHAT FEES DID LIBBEY PAY TO ITS AUDITORS FOR FISCAL 20172019 AND 2016?

2018?

For the years ended December 31, 2017,2019, and December 31, 2016,2018, Deloitte & Touche LLP served as the Company’s external auditors. Fees for services rendered by Deloitte & Touche LLP for the years ended December 31, 2017,2019, and December 31, 2016,2018, are as follows:

Nature of Fees		2017 Fees ($)		2016 Fees ($)
Audit Fees(1)		1,078,000		1,116,444
Audit-Related Fees(2)		125,500		112,840
Tax Fees		0		0
All Other Fees		0		0
Total		1,203,500		1,229,284

Nature of Fees		2019 Fees				2018 Fees
Audit Fees(1)		$	1,403,940			$	1,163,145
Audit-Related Fees(2)			90,677				99,586
Tax Fees(3)			36,250				0
All Other Fees			0				0
Total			1,530,867				1,262,731

(1)

(1)

Audit Fees include fees associated with the annual audit of our internal controls, the annual audit of financial statements, the reviews of our quarterly reports on Form 10-Q and annual report on Form 10-K, and statutory audit procedures.procedures and services that generally only the independent registered accounting firm can provide such as comfort letters, consents and assistance with review of documents to be filed with or furnished to the SEC.

(2)
(2)	Audit-related fees include fees for audits of our employee benefit plans.

(3)	Tax fees are for tax consulting and planning services.

WHAT

WHAT ARE LIBBEY'S PRE-APPROVAL POLICIES AND PROCEDURES?

All audit-related, tax and other services were pre-approved by the Audit Committee, which concluded that the provision of these services by Deloitte & Touche LLP was compatible with the maintenance of that firm’s independence in the conduct of its audit functions. The Audit Committee’s policy regarding auditor independence requires pre-approval by the Audit Committee of audit, audit-related and tax services on an annual basis. The policy requires that engagements that the auditors or management anticipates will exceed pre-established thresholds must be separately approved. The policy also provides that the Committee will authorize one of its members to pre-approve certain services. The Committee appointed Ginger Jones, Chair of the Committee, to pre-approve these services.

For our 20172019 fiscal year, Deloitte & Touche LLP served as the Company’s independent registered public accounting firm. The Audit Committee has appointed Deloitte & Touche LLP to serve as our independent auditors for our 20182020 fiscal year.

Representatives of Deloitte & Touche LLP are expected to attend the Annual Meeting and will have an opportunity to make a statement if they so desire. The representatives will be available to respond to appropriate questions.

2018 Proxy Statement 57

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Table of Contents

Audit-Related Matters

Report of the Audit Committee

Report of the Audit Committee

The following Report of the Audit Committee does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other filing by Libbey under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent Libbey specifically incorporates this Report by reference therein.

The Audit Committee oversees the integrity of our financial statements on behalf of the Board of Directors; the adequacy of our systems of internal controls; our compliance with legal and regulatory requirements; the qualifications and independence of our independent auditors; and the performance of our independent auditors and of our internal audit function.

In fulfilling its oversight responsibilities, the Audit Committee has direct responsibility for, among other things:

confirming the independence of our independent auditors;

appointing, compensating and retaining our independent auditors;

reviewing the scope of the audit services to be provided by our independent auditors, including the adequacy of staffing and compensation;

approving non-audit services;

overseeing management’s relationship with our independent auditors;

overseeing management’s implementation and maintenance of effective systems of internal and disclosure controls;

reviewing our internal audit program; and

together with the Board and its other standing committees, overseeing our enterprise risk management program.

The Audit Committee reviews and discusses with management and the independent auditors all annual and quarterly financial statements before their issuance. The Audit Committee’s discussions with management and the independent auditors include a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the financial statements.

With respect to the audited financial statements for the year endedyear-ended December 31, 2017,2019, the Audit Committee met both with management and with the independent auditors who are responsible for auditing the financial statements prepared by management and expressing an opinion on the conformity of those audited financial statements with accounting principles generally accepted in the United States. The Audit Committee also met with each of the independent auditors and the internal auditors without management being present. The Audit Committee discussed with the independent auditors and management the results of the independent auditors’ examinations; their judgments as to the quality, not just the acceptability, of our accounting principles; the adequacy and effectiveness of our accounting and financial internal controls; the reasonableness of significant judgments; the clarity of disclosures in the financial statements; and such other matters as are required to be communicated todiscussed by the Audit Committee under Statement on Auditing Standards Standard No. 61, as amended, as adopted byapplicable requirements of the Public Company Accounting Oversight Board in Rule 3200T.and the SEC. The independent auditors provided the Audit Committee with the written disclosures and the letter required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditors’ communications with the Audit Committee concerning independence, and the Audit Committee has discussed with the independent auditors their independence.

Taking all of these reviews and discussions into account, the Audit Committee has recommended to the Board of Directors that the audited financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2017,2019, for filing with the Securities and Exchange Commission.

Ginger M. Jones, ChairChair

Eileen A. Mallesch

Deborah G. Miller

John C. Orr

58 Libbey Inc.

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STOCK OWNERSHIP INFORMATION

WHO ARE THE LARGEST OWNERS OF LIBBEY STOCK?

The following table shows information with respect to the persons we know to be beneficial owners of more than 5% of our common stock as of December 31, 2017, based solely on filings made by such beneficial owners with the SEC:

47

Name and Address of Beneficial Owner		Amount and Nature of Beneficial Ownership		Percent of Class
Frontier Capital Management Co., LLC.(1)  99 Summer Street Boston, MA 02110		1,850,495		8.4	%
Dimensional Fund Advisors LP(2)  Building One 6300 Bee Cave Road Austin, TX 78746		1,545,708		7.0	%
BlackRock, Inc.(3)  55 East 52nd Street New York, NY 10055		1,260,279		5.7	%

(1)

Amendment No. 1 to Schedule 13G filed with the SEC on behalf of Frontier Capital Management Co., LLC. (“Frontier”), an investment adviser, indicates that, as of December 31, 2017, Frontier was the beneficial owner of 1,850,495 common shares, with sole dispositive power as to all of such shares, shared dispositive power as to none of such shares, sole voting power as to 746,156 common shares, and shared voting power with respect to no common shares.

(2)

Amendment No. 3 to Schedule 13G filed with the SEC on behalf of Dimensional Fund Advisors LP (“Dimensional”), an investment adviser, indicates that, as of December 31, 2017, Dimensional was the beneficial owner of 1,545,708 common shares, with sole dispositive power as to all of such shares, shared dispositive power as to none of such shares, sole voting power with respect to 1,469,337 common shares, and shared voting power with respect to no common shares.

(3)

Amendment No. 1 to Schedule 13G filed with the SEC on behalf of BlackRock, Inc. (“BlackRock”), a parent holding company, indicates that, as of December 31, 2017, BlackRock was the beneficial owner of 1,260,279 common shares, with sole dispositive power as to all of such shares, shared dispositive power as to none of such shares, sole voting power with respect to 1,229,645 common shares, and shared voting power with respect to no common shares.

2018 Proxy Statement 59

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Stock Ownership Information

HOW MUCH LIBBEY STOCK DO OUR DIRECTORS AND OFFICERS OWN?

STOCK OWNERSHIP/RETENTION GUIDELINES

Non-Management Director Stock Ownership and Retention Guidelines

In July 2017, we adopted new stock ownership and retention guidelines for our non-management directors. These new guidelines replaced the stock retention guidelines that had been in place since 2015. The new guidelines were adopted based on review of a benchmarking study conducted by management at the request of the Nominating and Governance Committee. The Nominating and Governance Committee adopted the new guidelines in order to align with majority practice at companies with revenues between $500 million and $1 billion.

Under the new guidelines:

Each non-management director who joins the Board on or before August 1, 2017, must acquire, within five years from the date he or she was first elected to the Board, the number of shares of Libbey common stock determined by dividing $237,500 by the average closing price of Libbey common stock over the one-year period ending July 25, 2017.

Each non-management director who joined the Board after August 1, 2017, must acquire, within five years from the date on which he or she is first elected to the Board, the number of shares of Libbey common stock equal in value to at least five times the annual cash retainer for non-management directors in effect on the date the director is first elected to the Board. For purposes of determining the number of shares of Libbey common stock to be acquired, the cash equivalent value will be divided by the average closing price of Libbey common stock over the one-year period ending on the date of the director's election to the Board.

Until the director acquires the guideline number of shares, he or she must hold 100% of the net after-tax shares of Libbey common stock issued to him or her on the date of each annual shareholders meeting and all other Libbey shares that he or she owns or otherwise acquires.

Once the director has achieved the guideline number of shares, he or she may dispose of Libbey common stock subject, provided that: (a) until retirement, the director must continuously hold at least the guideline number of shares; and (2) shares of Libbey common stock purchased by the director and net after-tax shares issued to the director on the date of each annual shareholders meeting must be held by the director for at least one year from the date on which the director acquired them.

As of March 19, 2018, all of our existing non-management directors are in compliance with the Director Retention Guidelines.

Executive Stock Ownership/Retention Guidelines

In October 2007, we established guidelines pursuant to which our executive officers also are required to achieve ownership of meaningful amounts of equity in Libbey. We refer to the guidelines, as originally established, as the Original Guidelines.

Under the Original Guidelines, each executive officer was required to own a specified number of shares of Libbey common stock equal to a multiple of his or her base salary in effect on January 1, 2008, or, if later, the date on which the executive officer became subject to the guidelines. Ms. Kovach is the only executive officer who remained subject to the Original Guidelines as of December 31, 2017. As of December 31, 2017, she was in compliance with the Original Guidelines.

In late 2012, we transitioned our executive stock ownership guidelines to stock retention guidelines to provide greater parity between long-time executive officers and our newer executive officers and to further align our executives’ interests with those of shareholders. We refer to the new stock retention guidelines as the Executive Retention Guidelines.

Under the Executive Retention Guidelines, each executive is generally required to retain, until his or her separation from service:

50% of the net after-tax shares underlying each grant of RSUs made after January 1, 2013, that subsequently vests; and

50% of the net after-tax shares underlying NQSOs granted after January 1, 2013, that the executive subsequently exercises.

Ms. Kovach was exempt from the Executive Retention Guidelines until January 1, 2018. Until then, she could sell or otherwise dispose of our stock, but only to the extent of any shares in excess of her ownership guideline under the Original Guidelines.

Executives nearing retirement are released from our guidelines on the date the Board is notified of the planned retirement, or one year before the contemplated retirement date, whichever is later.

As of December 31, 2017, all applicable named executives were in compliance with the Executive Retention Guidelines.

60 Libbey Inc.

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Stock Ownership Information

Table of Contents

BENEFICIAL OWNERSHIP TABLE

The following table shows, as of March 19, 2018, the number of shares of our common stock and percentage of all issued and outstanding shares of our common stock that are beneficially owned by our directors, the named executives and our directors and executive officers as a group. With respect to those named executives who were no longer employed by the Company as of March 19, 2018, the information included in this table is accurate to the best of our knowledge. Our address, as set forth on the Notice of Annual Meeting of Shareholders, is the address of each director and named executive set forth below. The shares owned by the named executives set forth below include the shares held in their accounts in our 401(k) plan. An asterisk indicates ownership of less than one percent of the outstanding stock.

Name of Beneficial Owner		Amount and Nature of Beneficial Ownership		Percent of Class
James C. Burmeister(1)(2)(4)		10,297		*
Annunciata (Nucci) Cerioli(1)(2)		10,797		*
Carlos V. Duno(3)		49,305		*
William A. Foley(1)(2)(3)		166,220		*
Ginger M. Jones(3)		17,397		*
Susan A. Kovach(1)(2)		74,985		*
Eileen A. Mallesch(3)		10,472		*
Deborah G. Miller(3)		35,344		*
Salvador Miñarro Villalobos(1)(2)		114,645		*
Carol B. Moerdyk(3)		45,484		*
Steve Nave(3)		0		*
John C. Orr(3)		34,940		*
Veronica (Ronni) L. Smith(1)(2)(4)		17,550		*
Carol Summersgill(1)(2)(4)		3,079		*
Directors and Executive Officers as a Group(1)(2)(3)(4)		590,515		2.68	%

(1)	Does not include shares of our common stock that have vested but are deferred under our Executive Deferred Compensation Plan, which we refer to as our EDCP. As of March 19, 2018, each of our named executives, and all executive officers as a group, had the following number of shares of our common stock that are vested but deferred under our EDCP:

Named Executive		Number of Deferred Shares
W. Foley		0
J. Burmeister		0
V. Smith		0
A. Cerioli		0
S. Kovach		17,720
S. Miñarro		0
C. Summersgill		0
All executive officers as a group		17,720

Does not include the following number of shares of phantom stock that are held by our named executives and all executive officers as a group pursuant to our EDCP and that are payable in cash:

Named Executive		Number of Phantom Shares
W. Foley		0
J. Burmeister		0
V. Smith		0
A. Cerioli		0
S. Kovach		1,014
S. Miñarro		0
C. Summersgill		0
All executive officers as a group		1,014

2018 Proxy Statement 61

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Stock Ownership Information

(2)	Includes the following number of NQSOs that have been granted to our named executives and all executive officers as a group and that currently are exercisable or will be exercisable on or before May 18, 2018:

Named Executive		Number of Outstanding Stock Options Exercisable Within 60 Days
W. Foley		85,437
J. Burmeister		5,297
V. Smith		15,350
A. Cerioli		0
S. Kovach		36,172
S. Miñarro		81,428
C. Summersgill		0
All executive officers as a group		223,684

(3)	Includes the following number of shares of our common stock that are deferred by non-management directors under our 2009 Director Deferred Compensation Plan, which we refer to as our Director DCP, and that are payable as shares of our common stock:

Name of Director		Number of Deferred Shares
C. Duno		26,327
W. Foley(a)		0
G. Jones		0
E. Mallesch		10,472
D. Miller		0
C. Moerdyk		0
S. Nave		0
J. Orr		0
All non-management directors as a group		36,799

Does not include the following number of shares of phantom stock that are held by non-management directors pursuant to our deferred compensation plans for outside directors and that are payable in cash:

Name of Director		Number of Phantom Shares
C. Duno		0
W. Foley(a)		13,126
G. Jones		0
E. Mallesch		0
D. Miller		2,443
C. Moerdyk		20,566
S. Nave		6,921
J. Orr		0
All non-management directors as a group		43,056

(a)	Mr. Foley was a non-management director from 1994 until he assumed the role of CEO on January 12, 2016.

For more information regarding our deferred compensation plans for non-management directors, see “Non-Management Directors’ Compensation in 2017QUESTIONS” above.

(4)	Based on last known information as of date of separation from service. For Ms. Cerioli, that date was March 31, 2017. For Mr. Miñarro, that date was January 15, 2018. For Ms. Smith, that date was December 31, 2017. For Ms. Summersgill, that date was February 23, 2018.

62 Libbey Inc.

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Stock Ownership Information

In addition to outstanding shares of common stock that our named executives beneficially owned as of March 19, 2018, or, for those no longer employed by the Company as of that date, as of their last date of employment, the named executives and all executive officers as a group have received the following grants of RSUs that have not yet vested:

Named Executive		Number of Unvested RSUs(1)
W. Foley		222,438
J. Burmeister		33,538
V. Smith		0
A. Cerioli		0
S. Kovach		30,727
S. Minarro		0
C. Summersgill		0
All executive officers as a group		342,773

(1)

Of these amounts, a total of 867 RSUs with four-year ratable vesting were awarded on February 16, 2015; a total of 33,792 RSUs with four-year ratable vesting were awarded on February 8, 2016; a total of 37,160 RSUs with four-year ratable vesting were awarded on February 6, 2017; a total of 9,344 RSUs with four-year ratable vesting were awarded on March 16, 2017; a total of 15,877 RSUs with four-year ratable vesting were awarded on October 23, 2017; a total of 14,000 RSUs with three-year cliff vesting were awarded on November 3, 2017; and a total of 231,733 RSUs with four-year ratable vesting were awarded on February 5, 2018. One share of our common stock will be issued for each vested RSU. Dividends do not accrue on RSUs until they vest. For further information, see “Executive Compensation — Compensation Discussion and Analysis — What pay did Libbey's executives receive for 2017?”and the Outstanding Equity Awards at Fiscal Year-End Table above.

Section 16(a) Beneficial Ownership Reporting Compliance

All of our directors and executive officers are required to file initial reports of share ownership and reports of changes in ownership with the SEC pursuant to Section 16(a) of the Exchange Act. We have reviewed these reports, including any amendments, and written representations from the executive officers and directors of the Company. Based solely on this review, we believe that all 2017 filing requirements were met for each of our directors and executive officers subject to Section 16(a), with the following exceptions: one inadvertently late filing for Mr. Nave regarding one transaction in 2017 related to deferred director cash compensation; and one inadvertently late filing for Ms. Kovach regarding nine transactions that occurred from 2009 through 2011 related to deferred executive cash compensation.

2018 Proxy Statement 63

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QUESTIONS AND ANSWERS ABOUT
THE MEETING

WHO MAY VOTE?

You may vote if you were a holder of the common stock of Libbey Inc. at the close of business on March 19, 2018.

20, 2020.

A complete list of shareholders entitled to vote at the Annual Meeting will be maintained at the Company’s principal executive offices at 300 Madison Avenue, Toledo, Ohio, for a period of at least 10ten days before the Annual Meeting.

WHAT MAY I VOTE ON, WHAT ARE MY VOTING OPTIONS AND HOW DOES THE BOARD RECOMMEND THAT I VOTE?

Proposal			Voting Options		Board Recommendation
1	Election of Directors:  Election of Carol B. MoerdykWilliam A. Foley, Deborah G. Miller and John C. OrrSteve Nave to serve as Class IIII directors		For, Withhold (as to any nominee) or Abstain		FOReach of Ms. Moerdyk and Mr. Orrnominee
2	Advisory Say-on-Pay: RESOLVED, that the stockholders of the Company approve, on an advisory and non-binding basis, the compensation of the Company’s named executives, as disclosed in this proxy statement, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, pursuant to Item 402 of Regulation S-K		For, Against or Abstain		FOR
3	Ratification of Independent Auditor:  Ratification of the appointment of Deloitte & Touche LLP as Libbey’s independent auditors for the 20182020 fiscal year		For, Against or Abstain		FOR

HOW DO I VOTE?

Registered Shareholders

If you are a registered shareholder, you may vote in any of the following ways:

•
		Vote by telephone: Call on a touch-tone telephone, toll-free 1-800-690-6903, 24 hours a day, seven days a week, until 11:59 p.m., eastern daylight saving time, EDT, on May 15, 2018.12, 2020 for shares held directly or May 10, 2020 for shares held in a Plan. Make sure you have your proxy card, notice document or email that you received and follow the simple instructions provided.

•		Vote over the internet: Go to www.proxyvote.com, 24 hours a day, seven days a week, until 11:59 p.m., eastern daylight saving time, EDT, on May 15, 2018.12, 2020 for shares held directly or May 10, 2020 for shares held in a Plan. Make sure you have available the proxy card, notice document or email that you received and follow the simple instructions provided.
		Vote by mail: If you received printed copies of the proxy materials by mail, you may mark, date and sign the enclosed proxy card and return it in the postage-paid envelope that was provided to you. You should sign your name exactly as it appears on the proxy card. If you are signing in a representative capacity (for example, as guardian, executor, trustee, custodian, attorney or officer of a corporation), you should indicate your name and title or capacity.
		Vote in person at the annual meeting: Bring the proxy card, notice document or email you received and bring other proof of identification and request a ballot at the meeting.

Vote by mail: If you received printed copies of the proxy materials by mail, you may mark, date and sign the enclosed proxy card and return it in the postage-paid envelope that was provided to you. Sign your name exactly as it appears on the proxy card. If you are signing in a representative capacity (for example, as guardian, executor, trustee, custodian, attorney or officer of a corporation), indicate your name and title or capacity.

Vote in person at the annual meeting: Bring the proxy card, notice document or email you received and bring other proof of identification and request a ballot at the meeting.

Shares held jointly by two or more registered shareholders may be voted by any joint owner unless we receive written notice from another joint owner denying the authority of the first joint owner to vote those shares.

64 Libbey Inc.

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Questions and Answers About the Meeting

Table of Contents

Shares Held in Street Name

If you hold your shares in street name — in other words, you(you hold your shares through a broker or other nominee —nominee) you will receive from your broker a notice regarding availability of proxy materials that will tell you how to access our proxy materials and provide voting instructions to your broker over the internet. It also will tell you how to request a paper or e-mail copy of our proxy materials. If you hold your shares in street name and do not provide voting instructions to your broker, your shares will not be voted on any proposals on which your broker does not have discretionary authority to vote, including Proposals 1 and 2.

Shares Held Through 401(k) Plan

If you participate in one of our 401(k) plans, and if you have investments in the Libbey Inc. stock fund and have an e-mail address provided by Libbey for business purposes, you will receive an e-mail message at your Libbey-provided e-mail address containing instructions that you must follow in order for shares in your account to be voted. If you participate in one of our 401(k) plans, have investments in the Libbey Inc. stock fund and do not have an e-mail address provided by Libbey for business purposes, you will receive instructions from the trustee of the applicable 401(k) plan that you must follow in order for shares in your account to be voted.

MAY I CHANGE MY VOTE?

If you are a shareholder of record, you may, at any time before your shares are voted at the annual meeting, change your vote or revoke your proxy by:

by sending us a proxy card dated later than your last vote;

vote, notifying the Secretary of Libbey in writing;writing, or

voting at the meeting.

If you hold your shares in street name through a broker or other nominee, you should contact your broker or nominee to determine how to change your vote or revoke your proxy.

HOW MANY SHARES OF LIBBEY COMMON STOCK ARE OUTSTANDING?

At the close of business on March 19, 2018,20, 2020, there were 22,028,71822,577,358 shares of Libbey common stock outstanding. Each share of common stock is entitled to one vote.

HOW BIG A VOTE DO THE PROPOSALS NEED IN ORDER TO BE ADOPTED?

Provided that a quorum is present either in person or by proxy at the Annual Meeting, Proposals 1 through 3Meeting:

Proposal 1:              Since the election of directors is uncontested, each director must receive the requiredvote of the majority of the votes set forth below:cast with respect to such director’s election.

Proposals 2-3:         The affirmative vote of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the proposal.

Proposal			Required Vote
1	Election of Carol B. Moerdyk and John C. Orr as Class I directors		Since the election of directors is uncontested, each director must receive the vote of the majority of the votes cast with respect to such director’s election.
2	Advisory Say-on-Pay		The affirmative vote of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the proposal.
3	Ratification of Independent Auditors		The affirmative vote of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the proposal.

WHAT CONSTITUTES A QUORUM?

Under our By-laws, the holders of a majority of the total shares issued and outstanding, whether present in person or represented by proxy, will constitute a quorum, permitting business to be transacted at the meeting.

HOW WILL VOTES BE COUNTED?

Votes cast in person or by proxy will be tabulated by the inspector of elections appointed for the meeting and will determine whether a quorum is present. Abstentions will be counted as shares that are present and entitled to vote for purposes of determining whether a quorum is present. For purposes of determining whether the shareholders have approved a matter, abstentions are not treated as votes cast “for,” “against” or “withheld,” and therefore will have no effect on the outcome of any of Proposals 1 – 3. Additionally, broker non-votes will not be considered as present and entitled to vote with respect to any of Proposals 1 – 2. The common stock outstanding on the record date held by the trustee under Libbey’s 401(k) plans will be voted by the trustee in accordance with instructions from participants in those plans. Votes will not be cast with respect to those shares in the plans for which no instructions are received.

2018 Proxy Statement 65

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Table of Contents

Question and Answers About the Meeting

WHAT ARE BROKER NON-VOTES?

If you hold your shares in street name through a broker or other nominee, your broker or nominee may not be permitted to vote your shares with respect to certain matters, including Proposals 1 – 2, unless you give your broker or nominee specific instructions as to how to vote. Non-voted shares on non-routine matters are called broker non-votes. They will not be counted in determining the number of shares necessary for approval but will be counted in determining whether there is a quorum.

HOW WILL VOTING BE CONDUCTED ON OTHER MATTERS RAISED AT THE MEETING?

The proxy committee will vote on other matters that properly come before the meeting in accordance with the Board’s recommendation or, if no recommendation is given, in the discretion of the proxy committee.

WHEN MUST SHAREHOLDER PROPOSALS BE SUBMITTED FOR THE 20192021 ANNUAL MEETING?

A shareholder desiring to submit a proposal for inclusion in our Proxy Statement for our 20192021 Annual Meeting must deliver the proposal so that we receive it no later than November 29, 2018.December 2, 2020. Any proposal submitted outside the processes of Rule 14a-8 under the Exchange Act will be considered untimely if submitted after February 12, 2019.15, 2021. A shareholder desiring to nominate one or more directors for election at our 20192021 Annual Meeting must deliver the written nomination no earlier than January 16, 2019,13, 2021, and no later than February 15, 2019.12, 2021. All such proposals must be addressed to Susan A. Kovach,Jennifer M. Jaffee, Senior Vice President, General Counsel and Secretary, Libbey Inc., 300 Madison Avenue, P.O. Box 10060, Toledo, Ohio 43699-0060.

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Table of Contents

GENERAL INFORMATION

Certain Legal Proceedings

GENERAL INFORMATION

Certain Legal Proceedings

We are involved in various routine legal proceedings arising in the ordinary course of our business. We are a named potentially responsible party with respect to a landfill in West Covina, California, and with respect to the Lower Ley Creek and Upper Ley Creek sub-sites of the Onondaga (New York) Lake Superfund Site. For a detailed discussion of these environmental contingencies, see note 17, Contingencies, to the Consolidated Financial Statements included in Part II, Item 8 of the Company's Annual Report on Form 10-K for the year-ended December 31, 2019. In addition, the Company and its subsidiaries are subject to examination by various countries’countries' tax authorities. These examinations may lead to proposed or assessed adjustments to our taxes. For a detailed discussion on tax contingencies, see note 7, Income Taxes, to the Consolidated Financial Statements included in Part II, Item 8 of the Company’sCompany's Annual Report on Form 10-K for the year endedyear-ended December 31, 2017.

Other Business

2019.

Other Business

As of the date of this proxy statement, neither the Board nor management knows of any other business that will be presented for consideration at the Annual Meeting. However, if other proper matters are presented at the meeting, it is the intention of the proxy committee intends to take such action as shall be in accordance with their judgment on such matters. All other matters to be voted upon by shareholders will require a majority vote of common stock represented in person or by proxy.

Solicitation Costs

Solicitation Costs

The Company has retained Georgeson Shareholder to solicitassist in the submissionsolicitation of proxies authorizingproxies. We estimate the votingcost of shares in accordance with the Board’s recommendations. The Company has agreed to pay a fee of $8,000,Georgeson's services will be approximately $8,500, plus expenses for out-of-pocket costs, for Georgeson’s services.costs. Certain of the Company’s officers and employees may solicit the submission of proxies authorizing the voting of shares in accordance with the Board of Directors’ recommendations, but no additional remuneration will be paid by the Company for the solicitation of those proxies. Such solicitations may be made by personal interview, telephone or telegram.electronic communication. Arrangements have been made with Corporate Investor Communications, Inc. to perform a broker-nominee search. Arrangements also have been made with brokerage firms and others for the forwarding of proxy solicitation materials to the beneficial owners of common stock, and the Company will reimburse them for reasonable out-of-pocket expenses incurred in connection therewith. The Company will pay the cost of preparing and mailing this proxy statement and other costs of the proxy solicitation made by the Company’s Board of Directors.

Reports to Shareholders

Reports to Shareholders

We are pleased to take advantage of SEC rules that permit issuers to furnish their proxy materials to shareholders on the internet. Shareholders may request a paper copy of this proxy statement and the 20172019 Annual Report by:

Internet	www.proxyvote.com
Telephone	1-800-579-1639
Internet Email	www.proxyvote.com
Telephone	1-800-579-1639
Email	sendmaterial@proxyvote.com

A copy of the Company’s Annual Report on Form 10-K for the year endedyear-ended December 31, 2017,2019, including the consolidated financial statements, as filed with the Securities and Exchange Commission,SEC, may be obtained without charge by sending a written request to Libbey Inc., Attention: Investor Relations, 300 Madison Avenue, P.O. Box 10060, Toledo, Ohio 43699-0060.

By Order of the Board of Directors,

   
Jennifer M. Jaffee
SecretarySusan A. Kovach
Secretary

Toledo, Ohio
March 29, 2018

April 1, 2020

2018 Proxy Statement 67

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APPENDIX A

Calculation of Adjusted EBITDA, Adjusted Cash Earnings and Decrease in Inventories

Used Forfor Incentive Compensation Purposes

(dollars in thousands)

		Year ended December 31, 2017
Adjusted EBITDA(1)
Reported net income (loss) (U.S. GAAP)		$	(93,368	)
Add: Interest expense			20,400
Add: Provision for income taxes			15,798
Add: Depreciation and amortization			45,544
Add: Special items before interest and taxes
Goodwill impairment			79,700
Reorganization/restructuring charges			2,488
Reported Adjusted EBITDA (non-GAAP)			70,562
Impact of currency to reflect results at budgeted exchange rates			(4,761	)
Adjusted EBITDA at budgeted exchange rates (non-GAAP)		$	65,801
Increase in Trade Working Capital(2)
Increase in accounts receivable - net		$	4,884
Increase in inventories - net			17,877
Increase in accounts payable			(6,764	)
Increase in Trade Working Capital (non-GAAP)			15,997
Increase due to currency			(9,597	)
Increase in Trade Working Capital at budgeted exchange rates (non-GAAP)		$	6,400
Adjusted Cash Earnings
Adjusted EBITDA at budgeted exchange rates (non-GAAP)		$	65,801
Increase in Trade Working Capital at budgeted exchange rates (non-GAAP)			(6,400	)
Adjusted Cash Earnings at budgeted exchange rates (non-GAAP)		$	59,401

		Year-ended December 31, 2019
Adjusted EBITDA(1)
Reported net income (loss) (U.S. GAAP)		$	(69,019)
Add: Interest expense			22,510
Add: Provision for income taxes			8,753
Add: Depreciation and amortization			39,046
Add: Special items before interest and taxes
Asset impairments			65,152
Organizational realignment			3,341
Debt refinancing fees			525
Reported Adjusted EBITDA (non-GAAP)			70,308
Impact of currency to reflect results at budgeted exchange rates			(149)
Adjusted EBITDA at budgeted exchange rates (non-GAAP)		$	70,159
Decrease in Trade Working Capital(2)
Decrease in accounts receivable - net		$	2,670
Decrease in inventories - net			17,306
Increase in accounts payable			4,426
Decrease in Trade Working Capital (non-GAAP)			24,402
Decrease due to currency			(673)
Decrease in Trade Working Capital at budgeted exchange rates (non-GAAP)		$	23,729
Adjusted Cash Earnings
Adjusted EBITDA at budgeted exchange rates (non-GAAP)		$	70,159
Decrease in Trade Working Capital at budgeted exchange rates (non-GAAP)			23,729
Adjustment to Cash Earnings to reduce actual SMIP payout to target(3)			(2,388)
Adjusted Cash Earnings at budgeted exchange rates (non-GAAP)		$	91,500
Decrease in Inventories – net
Inventories – net balance at the beginning of the year		$	192,103
Inventories – net balance at the end of the year			174,797
Decrease in inventories – net			17,306
Decrease due to currency			598
Decrease in inventories – net at constant currency exchange rates (non-GAAP)		$	16,708

(1)

We believe that Adjusted EBITDA, a non-GAAP financial measure, is a useful metric for evaluating our financial performance, as it is a measure that we use internally to assess our performance. For certain limitations and a reconciliation from net income (loss) to Adjusted EBITDA, see the "Non-GAAP Measures" and "Reconciliation of Net Income (Loss) to Adjusted EBITDA" sections included in Part II, Item 6. Selected Financial Data, in our 20172019 Annual Report on Form 10-K.

(2)

(2)

Trade Working Capital, a non-GAAP financial measure, is defined as net accounts receivable plus net inventories less accounts payable. We believe that Trade Working Capital is important supplemental information for investors in evaluating liquidity in that it provides insight into the availability of net current resources to fund our ongoing operations. Trade Working Capital is a measure used by management in internal evaluations of cash availability and operational performance.

Trade Working Capital is used in conjunction with and in addition to results presented in accordance with U.S. GAAP. Trade Working Capital is neither intended to represent nor be an alternative to any measure of liquidity and operational performance recorded under U.S. GAAP. Trade Working Capital may not be comparable to similarly titled measures reported by other companies.

(3)	Adjustment represents the favorable impact to Adjusted Cash Earnings of reducing the Senior Management Incentive Plan payout from 136% of target to 100% of target.

A-1

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Table of Contents

Adjusted Income from Operations, a non-GAAP financial measure, is defined as net income (loss) plus interest expense, provision for income taxes, other (income) expense, and special items, when applicable, that Libbey believes are not reflective of our core operating performance. For a reconciliation of Adjusted Income from Operations to the most directly comparable U.S. GAAP measure, see Libbey's 8-K press release dated February 25, 2020. 

Free Cash Flow, a non-GAAP financial measure, is the sum of net cash provided by operating activities and net cash used in conjunction with and in additioninvesting activities. The most directly comparable U.S. GAAP measure is net cash provided by (used in) operating activities. For a reconciliation of Free Cash Flow to results presented in accordance withthe most directly comparable U.S. GAAP. Trade Working Capital is neither intended to represent nor be an alternative to anyGAAP measure, of liquidity and operational performance recorded under U.S. GAAP. Trade Working Capital may not be comparable to similarly titled measures reported by other companies.

see Libbey's 8-K press release dated February 25, 2020.

68 Libbey Inc.

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Appendix A

Calculation of Return on Invested Capital (ROIC) Used, a non-GAAP financial measure, is defined as after-tax adjusted income from operations (using a 35% tax rate) over ending Trade Working Capital (accounts receivable-net plus inventory-net, less accounts payable) plus net book value of property, plant and equipment. For Incentive Compensation Purposespurposes of the 2017 LTIP (2017-2019 performance period), the calculation of ROIC for the 2017 plan year is included in Appendix A of our proxy statement filed on March 29, 2018.

		Year ended December 31, 2017
ROIC
Defined as: After tax adjusted income from operations (using a 35% tax rate) over ending Trade Working Capital (accounts receivable-net plus inventory-net, less accounts payable) plus net book value of property, plant and equipment
Reported income from operations		$	(53,655	)
Add: Adjustments
Goodwill impairment			79,700
Reorganization/restructuring charges			2,488
Adjusted income from operations			28,533
Add: Impact of currency to reflect results at budgeted exchange rates			(7,549	)
Adjusted income from operations at budgeted exchange rates			20,984
Factor to apply for taxes			65		%
After tax adjusted income from operations at budgeted exchange rates		$	13,640
Invested capital
Reported property, plant and equipment, net		$	265,675
Add: Impact of currency to reflect results at budgeted exchange rates			(9,457	)
Property, plant and equipment, net at budgeted exchange rates			256,218
Accounts receivable - net			89,997
Inventories - net			187,886
Less: Accounts payable			78,346
Reported Trade Working Capital (non-GAAP)			199,537
Add: Impact of currency			9,597
Trade Working Capital at budgeted exchange rates (non-GAAP)			189,940
Total invested capital at budgeted exchange rates		$	446,158
ROIC			3.1		%

2018 Proxy Statement 69A-2

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			VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. ET on May 15, 2018 for shares held directly and by 11:59 P.M. ET on May 13, 2018 for shares held in a Plan. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.   Electronic Delivery of Future PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. ET on May 15, 2018 for shares held directly and by 11:59 P.M. ET on May 13, 2018 for shares held in a Plan. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
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The Board of Directors recommends you vote FOR the following Class I Directors:

1.

Election of Directors

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Carol B. Moerdyk              02     John C. Orr

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Approve, on an advisory and non-binding basis, the 2017 compensation of the Company’s named executives.

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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Annual Report and Notice & Proxy Statement are available at www.proxyvote.com.
	LIBBEY INC. Annual Meeting of Shareholders May 16, 2018 2:00 PM This proxy is solicited by the Board of Directors The shareholder(s) hereby appoint(s) James C. Burmeister and Susan A. Kovach, or either of them, as proxies, each with the power to appoint his or her substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of LIBBEY INC. that the shareholder(s) is/are entitled to vote at the Annual Meeting of shareholders to be held at 02:00 PM, EDT on May 16, 2018, at the Libbey Corporate Showroom, 335 N. St. Clair Street, Toledo, Ohio, 43604, and any adjournment or postponement thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations.
	Continued and to be signed on reverse side