-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ARoBY1wwmJJ/209PdG7HQEjFcj7aC+ENDvznpuDPjwWL4pYC5P2O0rsMsxL7SHF3 NznI3moqCsGKB6LZV14ATg== 0000849869-09-000099.txt : 20090812 0000849869-09-000099.hdr.sgml : 20090812 20090812160725 ACCESSION NUMBER: 0000849869-09-000099 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090806 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090812 DATE AS OF CHANGE: 20090812 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SILGAN HOLDINGS INC CENTRAL INDEX KEY: 0000849869 STANDARD INDUSTRIAL CLASSIFICATION: METAL CANS [3411] IRS NUMBER: 061269834 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22117 FILM NUMBER: 091006918 BUSINESS ADDRESS: STREET 1: 4 LANDMARK SQ CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039757110 MAIL ADDRESS: STREET 1: 4 LANDMARK SQUARE STREET 2: SUITE 400 CITY: STAMFORD STATE: CT ZIP: 06901 8-K 1 form8kcorpgov809.txt [ 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. ------------------------------------------------------ (Exact name of Registrant as specified in its charter) Delaware 000-22117 06-1269834 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 4 Landmark Square, Stamford, Connecticut 06901 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (203) 975-7110 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)) 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. 2 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 - ----------- ----------- 99.1 Press Release dated August 12, 2009 announcing the election of Adam J. Greenlee as Chief Operating Officer. 3 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 -------------------------------------- Frank W. Hogan, III Senior Vice President, General Counsel and Secretary Date: August 12, 2009 4 INDEX TO EXHIBITS Exhibit No. Description - ----------- ----------- 99.1 Press Release dated August 12, 2009 announcing the election of Adam J. Greenlee as Chief Operating Officer. 5 EX-99.1 2 prgreenlee809.txt PRESS RELEASE DATED AUGUST 6, 2009 - ADAM J. GREENLEE Exhibit 99.1 News For Immediate Release SILGAN HOLDINGS INC. 4 Landmark Square Suite 400 Stamford, CT 06901 Telephone: (203) 975-7110 Fax: (203) 975-7902 Contact: Robert B. Lewis (203) 406-3160 SILGAN ELECTS ADAM J. GREENLEE CHIEF OPERATING OFFICER STAMFORD, CT, August 12, 2009 - Silgan Holdings Inc. (Nasdaq: SLGN), a leading supplier of consumer goods packaging products, today announced that Adam J. Greenlee has been elected as Chief Operating Officer of the Company. In addition to serving as COO, Mr. Greenlee will continue in his position as Executive Vice President of the Company and as a member of the Executive Office. "Adam has been a vital member of the Executive Office of Silgan, working in collaboration with Bob Lewis, our EVP and Chief Financial Officer, and me" said Tony Allott, President and Chief Executive Officer. "This collaborative Executive Office has long been a hallmark of Silgan, and we believe it has been an important element in the successes of the Company. Adam has already demonstrated himself as an important part of this team, and we are confident he will do so even more in the years to come," concluded Mr. Allott. Mr. Greenlee has been our Executive Vice President, Operations since October 2007, President of Silgan White Cap Americas LLC, the Company's operating subsidiary through which it conducted its vacuum closure operations in North and South America, from January 2006 to October 2007, and EVP of Silgan White Cap Americas LLC from March 2005 to January (more) SILGAN HOLDINGS August 12, 2009 Page 2 2006. Prior to joining Silgan, Adam was Vice President and General Manager of ATI Allegheny Rodney from January 2003 through February 2005 and its Director of Marketing from February 2001 until January 2003. * * * Silgan Holdings is a leading manufacturer of consumer goods packaging products with annual net sales of approximately $3.1 billion in 2008. Silgan operates 66 manufacturing facilities in North and South America, Europe and Asia. In North America, Silgan is the largest supplier of metal containers for food products and a leading supplier of plastic containers for personal care products. In addition, Silgan is a leading worldwide supplier of metal, composite and plastic vacuum closures for food and beverage products. Statements included in this press release which are not historical facts are forward looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and the Securities Exchange Act of 1934. Such forward looking statements are made based upon management's expectations and beliefs concerning future events impacting the Company and therefore involve a number of uncertainties and risks, including, but not limited to, those described in the Company's Annual Report on Form 10-K for 2008 and other filings with the Securities and Exchange Commission. Therefore, the actual results of operations or financial condition of the Company could differ materially from those expressed or implied in such forward looking statements. * * * -----END PRIVACY-ENHANCED MESSAGE-----