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): May 26, 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 Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Compensatory Arrangements of Certain Officers
On May 26, 2009, at the annual meeting of stockholders of Silgan Holdings Inc.,
or the Company, the stockholders of the Company approved the Second Amendment,
or the Second Amendment, to the Silgan Holdings Inc. 2004 Stock Incentive Plan,
as amended, or the 2004 Stock Incentive Plan. The Second Amendment was approved
by the Board of Directors of the Company effective as of April 9, 2009, subject
to the approval of the stockholders of the Company. As a result, the 2004 Stock
Incentive Plan was amended pursuant to the Second Amendment to: (i) increase the
number of shares of the Company's common stock available for awards under the
2004 Stock Incentive Plan by an additional 1,500,000 shares; (ii) extend the
termination date of the 2004 Stock Incentive Plan from May 27, 2011 to May 27,
2016; and (iii) make certain other technical changes to reflect compliance with
Sections 162(m) and 409A of the U.S. Internal Revenue Code of 1986.
A more complete description of the terms of the 2004 Stock Incentive Plan and
the Second Amendment can be found in the Company's most recent Proxy Statement
on Schedule 14A filed with the Securities and Exchange Commission on April 21,
2009, or the 2009 Proxy Statement, and the descriptions therein of the 2004
Stock Incentive Plan and the Second Amendment contained in the section of the
2009 Proxy Statement titled "Approval of Second Amendment to the Silgan Holdings
Inc. 2004 Stock Incentive Plan" are incorporated herein by reference. The
foregoing description and the descriptions incorporated by reference from the
2009 Proxy Statement are qualified in their entirety by reference to the 2004
Stock Incentive Plan, which was included as Appendix A to the 2009 Proxy
Statement, and the Second Amendment, which was included as Appendix B to the
2009 Proxy Statement and is filed with this Current Report on Form 8-K as
Exhibit 10.1.
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Section 9--Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
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10.1 Second Amendment to the Silgan Holdings Inc. 2004 Stock
Incentive Plan.
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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: May 29, 2009
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INDEX TO EXHIBITS
Exhibit No. Description
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10.1 Second Amendment to the Silgan Holdings Inc. 2004 Stock
Incentive Plan.
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