Date of Report (Date of earliest event reported): May 31, 2022
SILGAN HOLDINGS INC.
(Exact name of Registrant as specified in its charter)
Delaware
000-22117
06-1269834
(State or other jurisdiction
(Commission
(I.R.S. Employer
of incorporation)
file number)
Identification No.)
4 Landmark Square
Stamford,
Connecticut
06901
(Address of principal executive offices)
(Zip Code)
(203) 975-7110
(Registrant's telephone number, including area code)
N/A
(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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.01 per share
SLGN
Nasdaq Global Select Market
Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Section 5—Corporate Governance and Management
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 31, 2022, the Registrant held its annual meeting of stockholders. At such annual meeting, stockholders of the Registrant voted on the matters set forth below, and the final voting results for such matters are set forth below.
1. The nominees for election to the Board of Directors of the Registrant as Class 1 Directors received the following votes:
Withhold
Broker
Nominee
For
Authority
Non-Votes
Kimberly A. Fields
76,422,939
28,696,867
2,585,204
Brad A. Lich
76,978,291
28,141,515
2,585,204
R. Philip Silver
50,462,611
54,657,195
2,585,204
Accordingly, Ms. Fields and Mr. Lich were elected as Class 1 Directors of the Company, to serve until the Registrant's annual meeting of stockholders in 2025 and until her or his successor is duly elected and qualified. Pursuant to the General Corporation Law of the State of Delaware, Mr. Silver has agreed to continue to serve as a Class 1 Director of the Registrant until his successor is duly elected and qualified.
2. The proposal to ratify the appointment of Ernst & Young LLP as the Registrant’s independent registered public accounting firm for the fiscal year ending December 31, 2022 was approved based upon the following votes:
For
105,202,490
Against
2,484,537
Abstain
17,983
3. The non-binding advisory vote to approve the compensation of the Named Executive Officers of the Registrant received the following votes:
For
99,954,957
Against
5,139,016
Abstain
25,833
Broker Non-Votes
2,585,204
2
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.
