Date of Report (Date of earliest event reported): June 1, 2021
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 June 1, 2021, 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. Each of the three nominees for election to the Board of Directors of the Registrant was elected as a
Director of the Company, to serve until the Registrant’s annual meeting of stockholders in 2024 and
until his successor is duly elected and qualified, based upon the following votes:
Withhold
Broker
Nominee
For
Authority
Non-Votes
Anthony J. Allott
80,702,299
23,148,914
2,785,285
William T. Donovan
101,831,968
2,019,245
2,785,285
Joseph M. Jordan
75,505,515
28,345,698
2,785,285
2. The proposal to authorize and approve an amendment to the Amended and Restated Certificate of Incorporation of the Registrant, as amended, to permit an increase in the size of the Board of Directors of the Registrant for a period of time was approved based upon the following votes:
For
106,204,856
Against
371,544
Abstain
60,098
3. 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, 2021 was approved based upon the following votes:
For
104,795,194
Against
1,803,130
Abstain
38,174
4. The non-binding advisory vote to approve the compensation of the Named Executive Officers of the Registrant received the following votes:
For
100,439,562
Against
3,384,491
Abstain
27,160
Broker Non-Votes
2,785,285
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.
