SILGAN HOLDINGS INC. (NASDAQ:SLGN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
SILGAN HOLDINGS INC. (NASDAQ:SLGN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(d) Election of Directors.
On July 1, 2019, the Board of Directors of Silgan Holdings Inc., or the Company, approved an increase in the number of Directors constituting the Board of Directors of the Company from seven to eight members, all in accordance with and as permitted by the Company’s Amended and Restated Certificate of Incorporation, as amended. Additionally, also in accordance with and as permitted by the Company’s Amended and Restated Certificate of Incorporation, as amended, the Board of Directors of the Company designated such new Director as a member of the class of Directors of the Company designated as Class I. In addition, on July 1, 2019, the Board of Directors of the Company elected Kimberly A. Fields as a Class I Director of the Company in accordance with the Company’s Amended and Restated Certificate of Incorporation, as amended, to fill the vacancy on the Company’s Board of Directors resulting from such increase in the number of Directors constituting the Board of Directors of the Company, with the term of her position running until the Class I Directors of the Company are up for election at the Company’s annual meeting of stockholders in 2022. Ms. Fields was nominated for election as a Director of the Company to the Amended and Restated Stockholders Agreement dated as of November 6, 2001 among R. Philip Silver, D. Greg Horrigan and the Company. Ms. Fields is an “independent director” as defined in Rule 5605(a)(2) of the listing standards of the Nasdaq Stock Market. The Board of Directors of the Company also appointed Ms. Fields as a member of the Audit Committee and the Compensation Committee of the Board of Directors.
Ms. Fields currently serves as Executive Vice President for the Flat Rolled Products Group of Allegheny Technologies Incorporated, a global manufacturer of technically advanced specialty materials and complex components including stainless-steel sheet, specialty plate and specialty coil. Previously, Ms. Fields was Group President for IDEX Corporation, a company that develops, designs and manufactures fluidics systems and specialty engineered products, from July 2015 until April 2019. Ms. Fields joined IDEX Corporation in April 2014 as President, Specialty Compression and GAST Manufacturing. Prior to that, Ms. Fields was Executive Vice President for the Flat Products Group at Evraz North America, Inc., a global vertically integrated steel making and mining company, since September 2011. Ms. Fields has also held leadership positions in operations, business development and engineering at General Electric Company, Alcoa, Inc., Metalspectrum, LLC, Boston Consulting Group and Owens Corning. Ms. Fields brings to the Company’s Board of Directors extensive manufacturing leadership experience.
For her services as a member of the Board of Directors of the Company, Ms. Fields will be compensated in accordance with the Company’s existing practices for compensating Directors who are not officers or employees of the Company or any of its affiliates, as described below. Each of the Directors of the Company who does not receive compensation as an officer or employee of the Company or any of its affiliates will be paid an annual retainer of $90,000 for service on the Board of Directors of the Company, plus reimbursement for business related travel and other reasonable out-of-pocket expenses. Each of the members of the Audit Committee of the Board of Directors of the Company will also
be paid an annual retainer fee of $12,000 for service on the Audit Committee, each of the members of the Compensation Committee of the Board of Directors of the Company will also be paid an annual retainer fee of $5,000 for service on the Compensation Committee, and each of the chairpersons of the Audit and Compensation Committee of the Board of Directors of the Company will also be paid an annual retainer fee of $10,000 for service as a chairperson of such committee. Additionally, each of the Directors who does not receive compensation as an officer or employee of the Company or any of its affiliates will receive an annual equity based director award to the Silgan Holdings Inc. Amended and Restated 2004 Stock Incentive Plan, as amended, on the first business day after the annual meeting of stockholders of the Company having an aggregate fair market value of $110,000 as of the date of grant. In addition, for any Director elected to the Board of Directors of the Company subsequent to the annual meeting of stockholders of the Company in a particular year, such Director will also be granted, on the first business day after the next annual meeting of the stockholders of the Company, an additional equity based director award to the Silgan Holdings Inc. Amended and Restated 2004 Stock Incentive Plan, as amended, equal to a pro rata amount (based on the number of days that such Director served as a Director of the Company during the period from the last annual meeting of stockholders of the Company to and including the next annual meeting of stockholders of the Company) of the annual equity based director award granted to Directors following the annual meeting of stockholders of the Company in such particular year.
There is no transaction involving Ms. Fields that requires disclosure under Item 404(a) of Regulation S-K.
Section 8—Other Events
Item 8.01 Other Events.
On July 1, 2019, the Company issued a press release announcing an increase in the number of Directors constituting the Board of Directors of the Company from seven to eight members and the election of Kimberly A. Fields as a member of the Board of Directors of the Company to fill the resulting vacancy. A copy of this press release in filed herewith and attached hereto as Exhibit 99.1.
Section 9—Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
SILGAN HOLDINGS INC Exhibit
EX-99.1 2 prkimberlyfields_2019.htm PRESS RELEASE Exhibit 99.1 News For Immediate Release 4 Landmark Square Suite 400 Stamford,…
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EX-99.1 2 prkimberlyfields_2019.htm PRESS RELEASE Exhibit 99.1 News For Immediate Release 4 Landmark Square Suite 400 Stamford,…
To view the full exhibit click
here
About SILGAN HOLDINGS INC. (NASDAQ:SLGN)
Silgan Holdings Inc. (Silgan) is a manufacturer of rigid packaging for shelf-stable food and other consumer goods products. The Company operates through three segments: metal container, closures and plastic container. The Company’s products include steel and aluminum containers for human and pet food and general line products; metal, composite and plastic closures for food and beverage products, and custom designed plastic containers and closures for personal care, food, healthcare, pharmaceutical, household and industrial chemical, pet care, agricultural, automotive and marine chemical products. Its metal container business is engaged in the manufacture and sale of steel and aluminum containers that are used primarily by processors and packagers for food products, such as soup, vegetables, fruit, meat, tomato-based products, seafood, coffee, adult nutritional drinks, pet food and other miscellaneous food products, as well as general line metal containers primarily for chemicals.