SLGN Silgan Holdings Inc - 8-K

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Compensatory Arrangements of Certain Officers

On May 26, 2026, at the Registrant’s Annual Meeting of Stockholders, or the Meeting, the stockholders of the Registrant approved the First Amendment, or the Amendment, to the Silgan Holdings Inc. Second Amended and Restated 2004 Stock Incentive Plan, or the Plan. The Amendment was previously approved and adopted by the Registrant’s Board of Directors, subject to approval by the Registrant’s stockholders.

The Amendment increases the number of shares available for grant under the Plan by 4,000,000, increases the number of restricted shares or restricted stock units (or any combination thereof) in the aggregate that may be awarded to any one participant under the Plan during any period of 36 consecutive months from 900,000 to 1,200,000, establishes a pool of shares totaling 5% of the shares available to be granted under the Plan which can be granted to participants under the Plan (other than to the Registrant’s Chief Executive Officer) without minimum vesting, exercisability or performance period requirements and extends the term of the Plan from March 31, 2029 to June 30, 2031.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is attached as Exhibit 10.1 and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 26, 2026, the Registrant held its annual meeting of stockholders, or the Meeting. At the 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 Registrant, to serve until the Registrant’s annual meeting of stockholders in 2029 and until his or her successor is duly elected and qualified, based upon the following votes:

Withhold

Broker

Nominee

For

Authority

Non-Votes

Leigh J. Abramson

87,358,935

12,648,982

3,077,133

Robert B. Lewis

99,604,397

403,520

3,077,133

Niharika Ramdev

98,317,120

1,690,797

3,077,133

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2.    The proposal to approve the First Amendment to the Silgan Holdings Inc. Second Amended and Restated 2004 Stock Incentive Plan was approved based upon the following votes:

For

99,176,056

Against

793,665

Abstain

38,196

Broker Non-Votes

3,077,133

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, 2026 was approved based upon the following votes:

For

102,474,220

Against

593,185

Abstain

17,645

4.    The non-binding advisory vote to approve the compensation of the Named Executive Officers of the Registrant received the following votes:

For

96,755,314

Against

3,231,739

Abstain

20,864

Broker Non-Votes

3,077,133

Section 9—Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

10.1

First Amendment to the Silgan Holdings Inc. Second Amended and Restated 2004 Stock Incentive Plan

104

Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document).

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