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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 6, 2009
SILGAN HOLDINGS INC.
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(Exact name of Registrant as specified in its charter)
Delaware 000-22117 06-1269834
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
4 Landmark Square, Stamford, Connecticut 06901
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (203) 975-7110
N/A
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the Registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Section 5--Corporate Governance and Management
Item 5.02. Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
(c) Appointment of Principal Officers
On August 7, 2009, the Board of Directors of Silgan Holdings Inc., or the
Company, elected Adam J. Greenlee as Chief Operating Officer of the Company. In
addition to serving as Chief Operating Officer of the Company, Mr. Greenlee will
continue to serve as Executive Vice President of the Company.
Mr. Greenlee, age 36, was Executive Vice President, Operations of the Company
since October 2007. From January 2006 until October 2007, Mr. Greenlee was
President of Silgan White Cap Americas LLC, the Company's operating subsidiary
through which it conducted its vacuum closures operations in North and South
America, and he was Executive Vice President of Silgan White Cap Americas LLC
from March 2005 until January 2006. Prior to that, Mr. Greenlee was Vice
President & General Manager of ATI Allegheny Rodney from January 2003 through
February 2005 and its Director of Marketing from February 2001 until January
2003.
Mr. Greenlee is entitled to a severance benefit, as provided in an employment
letter from the Company dated October 1, 2007, if he is terminated without cause
in an amount equal to the sum of (i) his then current annual salary plus (ii)
his annual bonus, calculated at the then current maximum bonus amount payable to
him as previously approved by the Compensation Committee (for 2009, 40% of his
then current annual salary).
(e) Compensatory Arrangements of Certain Officers
On August 6, 2009, the Compensation Committee of the Board of Directors of the
Company approved an increase in the annual base salary for Mr. Greenlee,
Executive Vice President and Chief Operating Officer of the Company, to
$500,000, effective on August 10, 2009.
The Compensation Committee also approved and granted performance awards to each
of Messrs. Greenlee, Robert B. Lewis, Executive Vice President and Chief
Financial Officer of the Company, and Frank W. Hogan, III, Senior Vice
President, General Counsel and Secretary of the Company, under the Silgan
Holdings Inc. 2004 Stock Incentive Plan, as amended, or the Stock Incentive
Plan. Messrs. Greenlee, Lewis and Hogan received performance awards of 50,000
restricted stock units, 50,000 restricted stock units and 25,000 restricted
stock units, respectively, with each restricted stock unit representing the
right to receive one share of Common Stock of the Company. The Compensation
Committee established the performance criteria for such performance awards as
the Company's 2010 earnings before interest, taxes, depreciation and
amortization and rationalization charges and the minimum level of performance
for such performance awards as 75 percent of the Company's 2009 earnings before
interest, taxes, depreciation and amortization and rationalization charges. In
the event such minimum level of performance is not attained, such performance
awards will be canceled and be null and void. If such minimum level of
performance is attained, then all such restricted stock units under such
performance awards will vest all at once on August 6, 2014, subject to the terms
of the Stock Incentive Plan.
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Section 7--Regulation FD
Item 7.01. Other Events.
On August 12, 2009, the Company issued a press release announcing the election
of Adam J. Greenlee as Chief Operating Officer of the Company. A copy of this
press release is furnished herewith and attached hereto as Exhibit 99.1.
Section 9--Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
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99.1 Press Release dated August 12, 2009 announcing the election of
Adam J. Greenlee as Chief Operating Officer.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SILGAN HOLDINGS INC.
By: /s/ Frank W. Hogan, III
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Frank W. Hogan, III
Senior Vice President, General Counsel
and Secretary
Date: August 12, 2009
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INDEX TO EXHIBITS
Exhibit No. Description
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99.1 Press Release dated August 12, 2009 announcing the election
of Adam J. Greenlee as Chief Operating Officer.
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