form8kcompcomm_2-10.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): February 22,
2010
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
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
5.02. 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 22, 2010, 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 2010 under the Company’s Senior Executive
Performance Plan, as amended, 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 2010 for other executive officers of the
Company and (iii) established performance criteria for 2010 for potential
performance awards to be granted in 2011 under the Company’s 2004 Stock
Incentive Plan, as amended, or the Stock Incentive Plan.
The
Compensation Committee set the performance goal for 2010 for Mr. Allott under
the Performance Plan as the Company’s earnings before interest, taxes,
depreciation and amortization and rationalization charges and the impact from
the remeasurement of net assets in Venezuela (“Adjusted EBITDA”) and the
performance goal target for 2010 as the achievement of the Adjusted EBITDA level
of the Company from 2009. The Compensation Committee also determined
that the maximum amount that could be awarded to Mr. Allott under the
Performance Plan for 2010 would be 100% of his annual base salary for 2010, with
the actual amount being determined pursuant to a formula based on the Company’s
Adjusted EBITDA for 2010 as compared to the Company’s Adjusted EBITDA for
2009.
The
Compensation Committee approved annual bonuses for 2010 for Messrs. Robert B.
Lewis, Executive Vice President and Chief Financial Officer of the Company, Adam
J. Greenlee, Executive Vice President and Chief Operating Officer 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 their annual salary received in 2010, 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 2010 under the Performance
Plan.
The
Compensation Committee set a target level of earnings before interest and taxes
and rationalization charges and organizational goals (management development,
market leadership, operational leadership, working capital management, selling,
general and administrative cost management and financial reporting and controls)
for Silgan Containers LLC for the payment of annual bonuses for 2010 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
rationalization charges 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 rationalization charges and
organizational goals for Silgan Containers LLC are attained, Mr. Snyder would
receive a bonus for 2010 at “norm,” or at 30% of his salary for
2010.
The
Compensation Committee set a target level of earnings before interest and taxes
and rationalization charges and organizational goals (management development,
safety, working capital management, market leadership, operational leadership
and financial reporting and controls) for Silgan Plastics LLC for the payment of
annual bonuses for 2010 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 rationalization charges 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 rationalization charges and organizational goals for Silgan Plastics LLC are
attained, Mr. Koblin would receive a bonus for 2010 at “norm,” or at 35% of his
salary for 2010.
The
Compensation Committee set a target level of earnings before interest and taxes
and rationalization charges and the impact from the remeasurement of
net assets in Venezuela and organizational goals (market leadership, operational
leadership, working capital management, selling, general and administrative cost
management and financial reporting and controls) for the North America, Europe,
Asia and South America operations of Silgan White Cap for the payment of annual
bonuses for 2010 to officers of Silgan White Cap. Following the end
of the year, the Compensation Committee will confirm the level of earnings
before interest and taxes and rationalization charges and the impact from the
remeasurement of net assets in Venezuela and organizational goals attained by
the North America, Europe, Asia and South America operations of Silgan White
Cap, and bonuses will be awarded to officers of Silgan White Cap on a sliding
scale (from zero to two times “norm”) on such basis as applicable.
The
Compensation Committee approved annual bonus calculations for 2010 for each of
Messrs. 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 officers of the
Company’s businesses 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 and rationalization charges and the impact
from the remeasurement of net assets in Venezuela of all such
businesses as the basis for weighting. Such executive officers are
eligible to receive a bonus for 2010 on a sliding scale (from zero to two times
“norm”), with “norm” for such executive officers being 30% of their salary for
2010.
Additionally,
the Compensation Committee approved potential performance awards of restricted
stock units for an aggregate of up to 119,400 shares of Common Stock of the
Company to a total of 34 officers and other key employees of the Company and its
subsidiaries, and fixed and established the performance criteria for the
Company’s 2010 fiscal year for the granting of such performance awards under the
Stock Incentive Plan. Messrs. Allott, Lewis and Greenlee, 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
2010 fiscal year selected by the Compensation Committee is the Company’s
earnings before interest, taxes, depreciation and amortization and
rationalization charges and the impact from the remeasurement of net assets in
Venezuela for 2010, and the minimum level of performance that must be attained
for 2010 for the performance awards to be granted is 75% of the level of the
Company’s earnings before interest, taxes, depreciation and amortization and
rationalization charges and the impact from the remeasurement of net
assets in Venezuela in 2009. If the minimum level of performance for
2010 is attained as confirmed by the Compensation Committee following the end of
2010, then the Compensation Committee may grant performance awards for an
aggregate of up to 119,400 restricted stock units to such 34 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. In determining the 2010 performance award to be granted to
any individual, the Compensation Committee will 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 a performance award to
such individual in an amount up to the maximum amount approved by the
Compensation Committee for such individual on February 22,
2010. Generally, in making grants the Compensation Committee will
consider performance awards for individuals whose aggregate 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.
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: February
26, 2010
5