Silgan Holdings (NYSE: SLGN) stock plan amendment wins shareholder approval

Rhea-AI Filing Summary

Silgan Holdings Inc. reported that stockholders approved a First Amendment to its Second Amended and Restated 2004 Stock Incentive Plan. The amendment increases shares available for grant by 4,000,000, raises the cap on restricted shares or units per participant over 36 months from 900,000 to 1,200,000, creates a 5% pool of available shares that can be granted without minimum vesting or performance periods (excluding the Chief Executive Officer), and extends the plan’s term from March 31, 2029 to June 30, 2031.

Stockholders also elected three directors to terms ending at the 2029 annual meeting, approved the stock plan amendment with 99,176,056 votes for and 793,665 against, ratified Ernst & Young LLP as independent auditor for the fiscal year ending December 31, 2026, and supported named executive officer compensation in a non-binding advisory vote.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

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

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Additional plan shares: 4,000,000 shares Individual RS/RSU cap: 1,200,000 shares No-minimum vesting pool: 5% of available shares +4 more

7 metrics

Additional plan shares 4,000,000 shares Increase in shares available for grant under stock incentive plan

Individual RS/RSU cap 1,200,000 shares Maximum restricted shares or units per participant over 36 months

No-minimum vesting pool 5% of available shares Pool that may be granted without minimum vesting, excluding CEO

Plan term extension to June 30, 2031 Stock incentive plan end date extended from March 31, 2029

Votes for plan amendment 99,176,056 votes Approval of First Amendment to stock incentive plan

Votes for auditor ratification 102,474,220 votes Ratification of Ernst & Young LLP for fiscal year 2026

Say-on-pay support 96,755,314 votes Advisory approval of named executive officer compensation

Key Terms

Stock Incentive Plan, restricted stock units, broker non-votes, independent registered public accounting firm, +1 more

5 terms

Stock Incentive Plan financial

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

A stock incentive plan is a company program that gives employees or directors pieces of ownership or the right to buy shares over time, similar to receiving a bonus paid in company stock instead of cash. Investors pay attention because these plans align staff incentives with long‑term company performance but can also dilute existing shareholders and affect reported profits when grants are expensed, so they influence both ownership percentages and financial results.

restricted stock units financial

"restricted shares or restricted stock units (or any combination thereof) in the aggregate"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

broker non-votes regulatory

"Broker Non-Votes | 3,077,133"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm regulatory

"independent registered public accounting firm for the fiscal year ending December 31, 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

non-binding advisory vote regulatory

"The non-binding advisory vote to approve the compensation of the Named Executive Officers"

A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.

Understanding 8-K Material Events →

false000084986900008498692026-05-262026-05-26

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, 2026

SILGAN HOLDINGS INC.

(Exact name of Registrant as specified in its charter)

Delaware						001-41459			06-1269834
(State or other jurisdiction						(Commission			(I.R.S. Employer
of incorporation)						file number)			Identification No.)
601 Merritt 7
Norwalk,			Connecticut						06851
(Address of principal executive offices)									(Zip Code)

(203) 975-7110

(Registrant's telephone number, including area code)

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, par value $0.01 per share			SLGN			New York Stock Exchange

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

    Emerging growth company    ☐

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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, 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

2

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).

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
						Executive Vice President, General
						Counsel and Secretary

Date: May 29, 2026

4

FAQ

What change did Silgan Holdings (SLGN) make to its stock incentive plan?

Silgan Holdings’ stockholders approved an amendment to its 2004 Stock Incentive Plan. The change adds 4,000,000 shares for future awards, raises individual restricted share or unit limits, creates a flexible 5% pool, and extends the plan’s term to June 30, 2031.

How many additional shares did Silgan (SLGN) authorize for equity awards?

Silgan authorized 4,000,000 additional shares for grants under its stock incentive plan. These shares support future equity-based compensation, alongside a 5% pool of available shares that may be granted without minimum vesting or performance requirements, except for the Chief Executive Officer.

Did Silgan Holdings (SLGN) stockholders approve the stock plan amendment vote?

Yes, stockholders approved the First Amendment to Silgan’s stock incentive plan. The proposal received 99,176,056 votes for, 793,665 against, 38,196 abstentions, and 3,077,133 broker non-votes, confirming broad support for updated equity compensation terms and extended plan duration.

Which directors were elected at Silgan Holdings’ 2026 annual meeting?

Stockholders elected Leigh J. Abramson, Robert B. Lewis, and Niharika Ramdev as directors. Each will serve until the 2029 annual meeting and until their successors are elected and qualified, based on strong majorities of shares voting in favor of their election.

Did Silgan (SLGN) stockholders approve executive compensation on an advisory basis?

Yes, Silgan stockholders supported the non-binding advisory vote on named executive officer compensation. The proposal received 96,755,314 votes for, 3,231,739 against, 20,864 abstentions, and 3,077,133 broker non-votes, indicating overall shareholder backing of the company’s pay practices.

Who is Silgan Holdings’ independent auditor for fiscal year 2026?

Stockholders ratified Ernst & Young LLP as Silgan Holdings’ independent registered public accounting firm for 2026. The ratification received 102,474,220 votes for, 593,185 against, and 17,645 abstentions, reflecting strong shareholder approval of the company’s external audit arrangements.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 20.2 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.2 KB