Form 8-K

8-K — SILGAN HOLDINGS INC

Accession: 0001628280-26-039148

Filed: 2026-05-29

Period: 2026-05-26

CIK: 0000849869

SIC: 3411 (METAL CANS)

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

Item: Submission of Matters to a Vote of Security Holders

Item: Financial Statements and Exhibits

Documents

8-K — slgn-20260526.htm (Primary)

EX-10.1 (exhibit101firstamendmentto.htm)

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8-K

8-K (Primary)

Filename: slgn-20260526.htm · Sequence: 1

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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. 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).

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

EX-10.1

Filename: exhibit101firstamendmentto.htm · Sequence: 2

Document

Exhibit 10.1

FIRST AMENDMENT

TO THE

SILGAN HOLDINGS INC.

SECOND AMENDED AND RESTATED 2004 STOCK INCENTIVE PLAN

This First Amendment (this “Amendment”) to the Silgan Holdings Inc. Second Amended and Restated 2004 Stock Incentive Plan (the “Plan”) is effective as of April 2, 2026 (the “Amendment Effective Date”), subject to the approval of this Amendment by the stockholders of Silgan Holdings Inc. (the “Company”) at the 2026 annual meeting of the stockholders of the Company.

WHEREAS, the Company maintains the Plan; and

WHEREAS, the Company considers it in the best interests of the Company to amend the Plan as set forth below.

NOW, THEREFORE, pursuant to Section 27(b) of the Plan, the Plan is hereby amended, effective as of the Amendment Effective Date, as follows:

1.Amendment to add Amendment Effective Date. Section 2(k) of the Plan is hereby amended and restated in its entirety to read as follows:

(k) “Effective Date” is March 23, 2023, subject to the approval of the Plan by the Company’s stockholders at the 2023 annual meeting of the stockholders of the Company, and “Amendment Effective Date” is April 2, 2026, subject to approval of the First Amendment to the Plan by the Company’s stockholders at the 2026 annual meeting of the stockholders of the Company.

2.Amendment to Increase Authorized Shares. Section 5(a) of the Plan is hereby amended and restated in its entirety to read as follows:

(a) Basic Limitation. Shares offered under the Plan shall be authorized but unissued Shares or treasury Shares. The maximum aggregate number of Shares that may be issued in connection with Options, SARs, Stock Units, Restricted Shares and Performance Awards under the Plan as of the Amendment Effective Date shall be 4,410,758 Shares, which consists of (i) 410,758 Shares that were available for issuance under the Plan as of the Amendment Effective Date and (ii) 4,000,000 additional Shares. The limitation of this Section 5(a) shall be subject to further adjustments pursuant to Section 5(b) and adjustments made with respect to the Stock pursuant to Section 17.

3.Amendment to Limits on Individual Grants. Section 5(d) of the Plan is hereby amended and restated in its entirety to read as follows:

(d) Limits on Individual Grants. No Participant may be granted Awards of more than 1,200,000 Restricted Shares or Stock Units (or any combination thereof) during any period of 36 consecutive months. Performance Awards shall be paid in Restricted Shares or Stock Units, and shall be subject to the limit set forth in the preceding sentence. No Participant may be granted Awards of Options or SARs (or any combination thereof) with respect to more than 1,800,000 Shares during any period of 36 consecutive months (for this purpose, when an Option and SAR are awarded in tandem, so that exercise of one results in cancellation of the other, the Option and SAR shall be deemed to relate to the same Shares). The limits of this Section 5(d) reflect all adjustments, and shall be subject to further adjustments, made with respect to the Stock pursuant to Section 17.

4.Amendment to Extend Term of the Plan. Section 27(a) of the Plan is hereby amended and restated in its entirety to read as follows:

(a) Term of the Plan. The Plan, as set forth herein, shall terminate automatically on June 30, 2031, and may be terminated on any earlier date pursuant to Section 27(b) below.

5.Amendment to add 5% Pool of Awards with Accelerated Vesting/Exercisability. A new Section 30 is hereby added to the Plan to read as follows:

SECTION 30. 5% POOL.

Notwithstanding any minimum vesting, exercisability or performance period set forth in the Plan, the Committee may grant Awards (other than to the Company’s Chief Executive Officer) without the above-described minimum vesting, exercisability or performance period requirements with respect to Awards covering up to 5% of the aggregate number of Shares authorized for issuance under the Plan. Shares granted under the Plan in connection with Awards that are assumed, converted or substituted as a result of the acquisition of another business, corporation or other entity by the

Company or a combination of the Company with another business shall not apply against this 5% pool of Shares. The number of Shares available for Awards for this 5% pool of Shares shall be determined in the same manner as set forth in Section 5(b) of the Plan and shall be subject to adjustments made with respect to the Stock pursuant to Section 17.

6.Amendment to add Compensation Recovery Provision. A new Section 31 is hereby added to the Plan to read as follows:

SECTION 31. COMPENSATION RECOVERY.

To the extent applicable, Awards (including dividend equivalents) shall be subject to any compensation recovery policy adopted by the Company as required to comply with applicable law or listing standards, as such policy may be amended from time to time in the sole discretion of the Company.

7.Stockholder Approval. In the event stockholder approval of this Amendment is not obtained at the 2026 annual meeting of the stockholders of the Company, this Amendment shall be void and of no force or effect.

8.Conflicts. To the extent that terms of this Amendment are inconsistent with the terms of the Plan, this Amendment shall control. To the extent that any terms of this Amendment are inconsistent with the terms of any Award Agreement outstanding as of the Amendment Effective Date, including any Award Agreement that incorporates Plan terms by reference, this Amendment shall control with respect to Section 6 of this Amendment.

9.Ratification of Plan. The terms and conditions of the Plan, as amended by this Amendment, shall continue in full force and effect.

*****

Approved by the Board of Directors of the Corporation on April 2, 2026

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