NYSE: SLGN SILGAN HOLDINGS INC 8-K

Silgan stockholders approve 4M share increase to equity plan, extend term to 2031

Filed May 29, 2026 · Period ending May 26, 2026 · ~1 min read

Key Changes

medium

Stock incentive plan expanded by 4 million shares and extended through June 2031 (from March 2029), increasing company's capacity to grant equity compensation to executives and employees.

Item 5.07 verify on EDGAR →
medium

Per-participant cap on restricted stock raised from 900,000 to 1.2 million shares over any 36-month period, allowing larger individual grants to key executives.

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medium

New 5% carve-out pool created for equity grants without minimum vesting requirements (excluding CEO), providing flexibility for retention and recruitment.

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low

Three directors elected to serve until 2029 annual meeting: Leigh Abramson, Robert Lewis, and Niharika Ramdev, all with strong shareholder support.

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low

Executive compensation received 97% approval in non-binding say-on-pay vote, indicating strong shareholder support for current pay practices.

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Summary

Silgan Holdings held its annual shareholder meeting on May 26, 2026, where stockholders approved a significant expansion of the company's equity compensation program. The amendment adds 4 million shares to the stock incentive plan and extends its term by over two years to June 2031, giving management more runway to grant stock-based awards.

The changes also raise individual grant limits and create a flexible pool for faster-vesting awards, suggesting the company may be positioning itself to compete more aggressively for talent or retain key employees. For retail investors, the dilution from 4 million additional shares is worth monitoring, though the impact depends on how quickly grants are made and the company's share count.

The amendment passed with strong support (99.2 million votes for vs. 794,000 against), as did routine items including director elections and auditor ratification. The 97% approval on executive pay suggests shareholders are comfortable with current compensation practices. Watch for the company's next proxy statement, which should detail how the expanded share pool is being used and whether grant patterns change materially. Any acceleration in equity awards to executives could signal retention concerns or preparation for strategic initiatives.

Section-by-Section Diff

Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation

~300 words

Stockholders approved amendment to stock incentive plan, adding 4M shares and extending term to 2031.

1 Added

Added Stock incentive plan amendment medium

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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.

Stockholders approved the First Amendment to the company's stock incentive plan on May 26, 2026. The amendment adds 4,000,000 shares to the plan's available pool, raises the per-participant cap on restricted shares/units from 900,000 to 1,200,000 over any 36-month period, creates a 5% carve-out pool for grants without minimum vesting requirements (excluding the CEO), and extends the plan's expiration from March 31, 2029 to June 30, 2031. This increases the company's capacity to grant equity compensation to executives and employees.

Event · Item 5.07 — Submission of Matters to a Vote of Security Holders

~300 words

Annual shareholder meeting held May 26, 2026: three directors elected, stock plan amendment approved, auditor ratified, executive compensation approved.

4 Added

Added Stock plan amendment medium

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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

Shareholders approved an amendment to the company's 2004 Stock Incentive Plan with 99,176,056 votes in favor and 793,665 against. This amendment modifies the existing equity compensation framework for employees and executives, though the specific changes are not detailed in this filing.

Show 3 minor / wording changes

Added Director elections low

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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

Three directors were elected at the annual meeting: Leigh J. Abramson (87,358,935 votes for), Robert B. Lewis (99,604,397 votes for), and Niharika Ramdev (98,317,120 votes for). All three will serve three-year terms until the 2029 annual meeting.

Added Auditor ratification low

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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

Shareholders ratified Ernst & Young LLP as the independent auditor for fiscal year 2026 with overwhelming support (102,474,220 votes for vs. 593,185 against). This represents continuity in the company's external audit relationship.

Added Executive compensation advisory vote low

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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

In a non-binding say-on-pay vote, shareholders approved executive compensation with 96,755,314 votes in favor versus 3,231,739 against (approximately 97% approval). While advisory only, this indicates strong shareholder support for the company's executive pay practices.

Event · Item 9.01 — Financial Statements and Exhibits

~100 words

Silgan Holdings filed an amendment to its 2004 Stock Incentive Plan with no material business impact disclosed.

1 Added

Show 1 minor / wording change

Added Stock Incentive Plan Amendment low

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First Amendment to the Silgan Holdings Inc. Second Amended and Restated 2004 Stock Incentive Plan

The company filed an amendment to its existing stock incentive plan. The 8-K provides only the exhibit title without disclosing the substance of the amendment, such as changes to share authorization, vesting terms, or eligibility criteria. This is a routine procedural filing.