form8k_stockholdervotes2015.htm
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, 2015
 
 
 
                   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:
 
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
o
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 5.07.                      Submission of Matters to a Vote of Security Holders.
 
On May 26, 2015, 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, to serve until the Registrant’s annual meeting of stockholders in 2018 and until his successor is duly elected and qualified, based upon the following votes:
Nominee
For
Withhold
Authority
Broker
Non-Votes
Anthony J. Allott
50,458,424
  7,156,491
 1,494,983
Joseph M. Jordan
56,826,379
  788,536
 1,494,983
            Edward A. Lapekas
53,482,466
  4,132,449
 1,494,983
 
2.  
The proposal to approve the Silgan Holdings Inc. Amended and Restated 2004 Stock Incentive Plan and to reapprove the material terms of the performance goals under the Silgan Holdings Inc. Amended and Restated 2004 Stock Incentive Plan was approved based upon the following votes:
 
For
 
55,965,531
Against
  1,154,448
Abstain
     494,936
Broker Non-Votes
  1,494,983
 
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, 2015 was approved based upon the following votes:
 
For
 
57,937,576
Against
     983,794
Abstain
     188,528
 
4.  
The non-binding advisory vote to approve the compensation of the Named Executive Officers of the Registrant received the following votes:
 
For
 
51,643,474
Against
  5,404,175
Abstain
     567,266
Broker Non-Votes
  1,494,983
 
 

 
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.
 
 
  SILGAN HOLDINGS INC.  
       
 
By:
/s/ Frank W. Hogan, III  
    Frank W. Hogan, III  
    Senior Vice President, General Counsel  
      and Secretary  
 
Date:  May 29, 2015
 

3