UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 19, 2007
SILGAN HOLDINGS INC.
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(Exact name of Registrant as specified in its charter)
Delaware 000-22117 06-1269834
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
4 Landmark Square, Stamford, Connecticut 06901
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (203) 975-7110
N/A
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(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))
Section 5--Corporate Governance and Management
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Compensatory Arrangements of Certain Officers
On February 19, 2007, 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 2007 under the Company's Senior Executive
Performance Plan, 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 2007 for other executive officers of the Company and (iii)
established performance criteria for 2007 for potential performance awards to be
granted in 2008 under the Company's 2004 Stock Incentive Plan, or the Stock
Incentive Plan.
The Compensation Committee set the performance goal for 2007 for Mr. Allott
under the Performance Plan as the EBITDA (as defined in the Performance Plan) of
the Company and the performance goal target for 2007 as the achievement of the
EBITDA level of the Company from 2006. The Compensation Committee also
determined that the maximum amount that could be awarded to Mr. Allott under the
Performance Plan for 2007 would be 100% of his annual base salary for 2007, with
the actual amount being determined pursuant to a formula based on the Company's
EBITDA for 2007 as compared to the Company's EBITDA for 2006.
As a result of setting the performance goal and performance goal target under
the Performance Plan, the Compensation Committee confirmed that, as required
pursuant to his employment agreement, Mr. Robert B. Lewis would be eligible for
an annual cash bonus for 2007 of up to 30% of his annual salary calculated on
the same basis that bonuses are payable for 2007 under the Performance Plan.
The Compensation Committee set target levels of earnings before interest and
taxes and organizational goals (management development, market leadership,
operating cost leadership, working capital management, selling, general and
administrative cost management and financial reporting and controls) for the
payment of annual bonuses for 2007 to officers of Silgan Containers Corporation,
or Containers, a wholly owned subsidiary of the Company, including Mr. James D.
Beam, President of Containers. Following the end of the year, the Compensation
Committee will certify the level of earnings before interest and taxes and
organizational goals attained by Containers, and bonuses will be awarded to
officers of Containers on a sliding scale (from zero to two times "norm") on
such basis. If the targeted level of earnings before interest and taxes and
applicable organizational goals for Containers are attained, Mr. Beam would
receive a bonus for 2007 at "norm," or at 30% of his salary for 2007.
The Compensation Committee set target levels of earnings before interest and
taxes for the payment of annual bonuses for 2007 to officers of Silgan Plastics
Corporation, or
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Plastics, a wholly owned subsidiary of the Company, including Mr. Russell F.
Gervais, President of Plastics. Following the end of the year, the Compensation
Committee will certify the level of earnings before interest and taxes attained
by Plastics, and bonuses will be awarded to officers of Plastics on a sliding
scale (from zero to two times "norm") on such basis. If the targeted level of
earnings before interest and taxes for Plastics is attained, Mr. Gervais would
receive a bonus for 2007 at "norm", or at 40% of his salary for 2007.
The Compensation Committee approved annual cash bonus calculations for 2007 for
Messrs. Glenn A. Paulson, Frank W. Hogan, Malcolm E. Miller and Anthony P.
Andreacchi 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
managers of the Company's subsidiaries, using each subsidiary's percentage of
the overall earnings before interest and taxes of the Company's subsidiaries as
the basis for weighting. Such executive officers are eligible to receive a bonus
for 2007 on a sliding scale (from zero to two times "norm"), with "norm" for
such executive officers ranging from 30% to 40% of their salary.
Additionally, the Compensation Committee approved potential performance awards
of restricted stock units for an aggregate of up to 110,500 shares of Common
Stock of the Company to a total of 29 officers and other key employees of the
Company and its subsidiaries, and fixed and established the performance criteria
for the Company's 2007 fiscal year for the granting of such performance awards
under the Stock Incentive Plan. Mr. Allott is the only person named in the
Summary Compensation Table in the Company's most recent proxy statement that is
included in such group of officers and other key employees. The performance
criteria selected by the Compensation Committee is the Company's earnings before
interest, taxes, depreciation and amortization for 2007, and the minimum level
of performance that must be attained for the performance awards to be granted is
based on the Company's earnings before interest, taxes, depreciation and
amortization in 2007 as compared to 2006. If the minimum level of performance is
attained as certified by the Compensation Committee following the end of 2007,
then the Compensation Committee may make grants for an aggregate of up to
110,500 restricted stock units to such 29 officers and other key employees of
the Company and its subsidiaries. In determining the amount of such an award to
grant to a particular officer or other key employee, the Compensation Committee
will consider the value of unvested stock awards previously granted and the
prospective value of the award to be granted to such individual, and may grant
restricted stock units to such individual in an amount up to the maximum amount
approved by the Compensation Committee for such individual on February 19, 2007.
Such restricted stock units will be granted at the earliest upon the date on
which the Compensation Committee makes such certification, 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.
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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
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Frank W. Hogan, III
Senior Vice President, General Counsel
and Secretary
Date: February 23, 2007