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): February 25, 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 February 25, 2009, the Compensation Committee of the Board of Directors of
Silgan Holdings Inc., or the Company, (i) set the performance goal and
performance goal target for 2009 under the Company's Senior Executive
Performance Plan, or the Performance Plan, for Mr. Anthony J. Allott, the
President and Chief Executive Officer of the Company and the only participant
under the Performance Plan, (ii) set financial targets and organizational goals
for bonuses for 2009 for other executive officers of the Company and (iii)
established performance criteria for 2009 for potential performance awards to be
granted in 2010 under the Company's 2004 Stock Incentive Plan, or the Stock
Incentive Plan.
The Compensation Committee set the performance goal for 2009 for Mr. Allott
under the Performance Plan as the EBITDA (as defined in the Performance Plan) of
the Company and the performance goal target for 2009 as the achievement of the
EBITDA level of the Company from 2008. The Compensation Committee also
determined that the maximum amount that could be awarded to Mr. Allott under the
Performance Plan for 2009 would be 100% of his annual base salary for 2008, with
the actual amount being determined pursuant to a formula based on the Company's
EBITDA for 2009 as compared to the Company's EBITDA for 2008.
The Compensation Committee approved annual bonuses for 2009 for each of Messrs.
Robert B. Lewis, Executive Vice President and Chief Financial Officer of the
Company, Adam J. Greenlee, Executive Vice President, Operations of the Company,
and Frank W. Hogan, III, Senior Vice President, General Counsel and Secretary of
the Company, in an amount up to a maximum amount of 40% of his annual salary
received in 2009, with the amount of such annual bonus being calculated on the
same basis that an annual bonus is calculated for the Chief Executive Officer of
the Company for 2009 under the Performance Plan.
The Compensation Committee set a target level of earnings before interest and
taxes and organizational goals (management development, market leadership,
operational leadership, working capital management, selling, general and
administrative cost management and financial reporting and controls) for the
payment of annual bonuses for 2009 to officers of Silgan Containers LLC,
including Mr. Thomas J. Snyder, President of Silgan Containers LLC. Following
the end of the year, the Compensation Committee will confirm the level of
earnings before interest and taxes and organizational goals attained by Silgan
Containers LLC, and bonuses will be awarded to officers of Silgan Containers LLC
on a sliding scale (from zero to two times "norm") on such basis. If the
targeted level of earnings before interest and taxes and organizational goals
for Silgan Containers LLC are attained, Mr. Snyder would receive a bonus for
2009 at "norm," or at 30% of his salary for 2009.
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The Compensation Committee set a target level of earnings before interest and
taxes and organizational goals (management development, safety, working capital
management, market leadership, operational leadership and financial reporting
and controls) for the payment of annual bonuses for 2009 to officers of Silgan
Plastics LLC, including Mr. Alan H. Koblin, President of Silgan Plastics LLC.
Following the end of the year, the Compensation Committee will confirm the level
of earnings before interest and taxes and organizational goals attained by
Silgan Plastics LLC, and bonuses will be awarded to officers of Silgan Plastics
LLC on a sliding scale (from zero to two times "norm") on such basis. If the
targeted level of earnings before interest and taxes and organizational goals
for Silgan Plastics LLC are attained, Mr. Koblin would receive a bonus for 2009
at "norm," or at 35% of his salary for 2009.
The Compensation Committee set a target level of earnings before interest and
taxes and organizational goals (market leadership, operational leadership,
working capital management, selling, general and administrative cost management
and financial reporting and controls) for Silgan White Cap Global for the
payment of an annual cash bonus for 2009 to officers of Silgan White Cap Global,
including Mr. Peter Konieczny, President of Silgan White Cap Global. Following
the end of the year, the Compensation Committee will confirm the level of
earnings before interest and taxes and organizational goals attained by Silgan
White Cap Global and a bonus will be awarded to officers of Silgan White Cap
Global on a sliding scale (from zero to two times "norm") on such basis as
applicable. If the targeted level of earnings before interest and taxes and
operational goals for Silgan White Cap Global are attained, Mr. Konieczny would
receive a bonus for 2009 at "norm", or at 35% of his salary for 2009.
The Compensation Committee approved annual cash bonus calculations for 2009 for
each of Anthony P. Andreacchi, Malcolm E. Miller and B. Fredrick Prinzen and Ms.
Kimberly I. Ulmer, executive officers of the Company, based upon a weighted
average of actual bonus payouts as a percentage of "norm" to the executive
officers of the Company under the respective bonus plans of Silgan Containers
LLC, Silgan Plastics LLC and the North America, Europe, Asia and South America
operations of Silgan White Cap, using each business' percentage of the overall
earnings before interest and taxes of all such businesses as the basis for
weighting. Such executive officers are eligible to receive a bonus for 2009 on a
sliding scale (from zero to two times "norm"), with "norm" for such executive
officers being 30% of their salary for 2009.
Additionally, the Compensation Committee approved potential performance awards
of restricted stock units for an aggregate of up to 151,300 shares of Common
Stock of the Company to a total of 37 officers and other key employees of the
Company and its subsidiaries, and fixed and established the performance criteria
for the Company's 2009 fiscal year for the granting of such performance awards
under the Stock Incentive Plan. Messrs. Allott, Lewis, Hogan and Konieczny, each
of whom is a person named in the Summary Compensation Table in the Company's
most recent proxy statement, are included in such group of officers and other
key employees. The performance criteria for the 2009 fiscal year selected by the
Compensation Committee is the Company's earnings before interest, taxes,
depreciation and amortization for 2009, and the minimum level of performance
that must be attained for 2009 for the performance awards to be granted is
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75% of the level of the Company's earnings before interest, taxes, depreciation
and amortization in 2008. If the minimum level of performance for 2009 is
attained as confirmed by the Compensation Committee following the end of 2009,
then the Compensation Committee may make grants for an aggregate of up to
151,300 restricted stock units to such 37 officers and other key employees of
the Company and its subsidiaries. In determining the amount of a performance
award to grant to a particular officer or other key employee, the Compensation
Committee targets a multiple of such individual's annual base salary as the
level of the nominal value of unvested stock awards for such individual. The
multiple for each individual is determined on the basis of the individual's
anticipated long-term contribution to the Company. The Compensation Committee
will then review the nominal value of unvested stock awards previously granted
to such individual compared to such individual's target multiple of salary, and
may grant restricted stock units to such individual in an amount up to the
maximum amount approved by the Compensation Committee for such individual on
February 25, 2009. Generally, in making grants the Compensation Committee will
consider performance awards for individuals whose aggregate unvested nominal
value of unvested stock awards is less than their target multiple of salary so
that their total nominal value of unvested stock awards approximates their
target multiple of salary. Such restricted stock units will be granted at the
earliest upon the date on which the Compensation Committee confirms that the
minimum level of performance was attained, will vest in five equal installments
annually beginning one year from the date of grant, and will carry with them the
right to receive dividend equivalents in an amount equal to all cash dividends
paid on one share of Common Stock of the Company for each restricted stock unit
while such restricted stock unit is outstanding and until such restricted stock
unit vests.
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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: March 2, 2009
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