SILGAN HOLDINGS INC. (NASDAQ:SLGN) Files An 8-K Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of ListingItem 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
Mr. Edward A. Lapekas, a member of the Board of Directors of Silgan Holdings Inc. (the "Company"), died unexpectedly on December 1, 2017. The Company is extremely grateful for Mr. Lapekas' dedication to the Company and his service for over sixteen years as an independent director on the Company's Board of Directors. As a result of the death of Mr. Lapekas, the Company's Board of Directors currently consists of six Directors, three of whom are "independent directors" as defined in Rule 5605(a)(2) of the listing standards of the Nasdaq Stock Market. Accordingly, the Company does not currently meet the requirements of Rule 5605(b)(1) of the listing standards of the Nasdaq Stock Market, which requires that a majority of the Board of Directors of the Company be comprised of "independent directors" as defined in Rule 5605(a)(2) of the listing standards of the Nasdaq Stock Market.
On December 4, 2017, the Company notified the Nasdaq Stock Market that, due to Mr. Lapekas' unexpected death, its Board of Directors currently does not consist of a majority of "independent directors" as defined in Rule 5605(a)(2) of the listing standards of the Nasdaq Stock Market, and that therefore the Company does not currently meet the requirements of Rule 5605(b)(1) of the listing standards of the Nasdaq Stock Market. On December 5, 2017, the Company received a response letter from the Nasdaq Stock Market acknowledging the fact that the Company does not currently meet the requirements of Rule 5605(b)(1) of the listing standards of the Nasdaq Stock Market.
In accordance with Rule 5605(b)(1) of the listing standards of the Nasdaq Stock Market and as stated in the response letter the Company received from the Nasdaq Stock Market, the Company has a cure period of the later of the date of its annual meeting of stockholders in 2018 (provided that such meeting is held no later than December 3, 2018) and May 30, 2018 (the date that is 180 days after the date of Mr. Lapekas' death) to again meet the requirements of Rule 5605(b)(1) of the listing standards of the Nasdaq Stock Market. Prior to the end of such cure period and in accordance with the Company's Amended and Restated Certificate of Incorporation, as amended, the Company's Board of Directors intends to fill the vacancy on the Company's Board of Directors created by Mr. Lapekas' death with a person who is an "independent director" as defined in Rule 5605(a)(2) of the listing standards of the Nasdaq Stock Market, upon which the Company will again meet the requirements of Rule 5605(b)(1) of the listing standards of the Nasdaq Stock Market.
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.
