The amounts in column (h)represent the actuarial increase in the present value of the Named Executive Incumbent Directors (Class our Common Stock owned by him and 3,676 shares of our Common Stock that will be issuable to him for restricted stock units granted to him pursuant to the 2004 Stock Incentive Plan that will vest within 60 days after the Record Date. On February24, 2021, the Compensation Committee approved a performance award for 66,000 restricted stock 11. and retain such officers and provide fair compensation taking into account relevant employment markets. Compression and GAST Manufacturing of IDEX Corporation from April 2014 until July 2015. All holders of record of Common Stock of the Company at that date are entitled to vote at the annual meeting or any adjournment or postponement of the annual increase in the annual cash bonus for Mr.Greenlee for 2021 from up to a maximum of 80% of his annual base salary to up to a maximum of 100% of his annual base salary received from and after September1, 2021, with his annual cash bonus THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE ELECTION OF ALL NOMINEES FOR DIRECTOR (CLASS II) OF THE COMPANY. For each of Messrs. Jordan and Silver, the amount in column particular, our Audit Committee focuses on financial reporting risks and related controls and procedures. borrowing against any equity securities of the Company on margin, or pledging or borrowing against any equity securities of the Company as collateral for any loan of any kind. Stacey J. McGrath, age 50, has been our Vice President, Tax since January 2022. of its wholly owned subsidiaries, (i)is the beneficial owner of 8,580,027 shares of our Common Stock, (ii)has shared power to vote or direct the vote for 56,230 shares of our Common Stock, (iii)has sole power to dispose or direct Mr.Greenlee is entitled to a lump sum severance benefit equal to his then current annual salary plus his annual bonus (calculated at then current required under the applicable rules of the Nasdaq Stock Market, (ii) outside directors for purposes of Section162(m) of the Internal Revenue Code of 1986, as amended, or the The provisions of the Stockholders Agreement could have the effect of delaying, deferring or preventing a change of control of the Company and The Compensation Committee added dividend equivalent rights to restricted stock units to further align the interests of officers and other key employees of the Company and its subsidiaries with those advice from, a Compensation Adviser only after taking into consideration the following factors: the provision of other services to the Company by the person or entity that employs such Compensation Adviser; the amount of fees received from the Company by the person or entity that employs such Compensation Adviser, as a percentage of the total officers of the Company. In accordance with the Exchange Act and the rules Company in 2021, with the manner for calculating the amount of his annual bonus being the same as it was for Mr.Allott in 2021. an individual and compare this to the. President. Officer of the Company effective September1, 2021, the Compensation Committee approved (i)a $229,192 increase in the annual base salary for Mr.Greenlee from $770,808 to $1,000,000, effective September1, 2021, and (ii)an Pursuant to the Senior Executive Performance Plan, Mr.Allott could be eligible for an in 2019 also included comfort letters and audit services in connection with the Companys issuance of its Against AbstainFor Against AbstainSILGAN HOLDINGS INC.4 LANDMARK SQUARESTAMFORD, CT 06901THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORSThe undersigned hereby appoints Anthony J. Allott, Robert B. Lewis and Frank W. Hogan, III as Members of management and the independent auditor shall attend such meetings as requested by the Audit Committee. . While the Audit Committee has the responsibilities and low sales prices of a share of our Common Stock on June2, 2021 by such number of restricted stock units, in accordance with the provisions of the Financial Accounting Standards Board Accounting Standards Codification 718, Compensation specialty plate and specialty coil, and a publicly traded company listed on the New York Stock Exchange. Payment of Filing Fee (Check all boxes that apply): Fee paid previously with preliminary materials, Fee computed on table in exhibit required by Item25(b) per Exchange Act The Board of Directors of the Company has established the Compensation From 1997 until 2005, he served as President, Chief Executive Officer and a director of Total Logistics, Inc., a company engaged in providing integrated logistics services, facility management and industrial product manufacturing that had been An explanation as to how annual cash bonuses were calculated under such plan and Stock of the Company are registered in more than one way, you may receive more than one copy of the proxy materials. These awards are awards of restricted stock units that vest ratably over a five-year period from the grant date of March1, 2019. vesting. 2021 Annual Report. nominees for director listed below to serve until our annual meeting of stockholders in 2023 and until their successors are duly elected and qualified, FOR the ratification of the appointment of Ernst& Young LLP as our independent In addition, the Audit Committee shall review and discuss the Companys disclosures under Managements Discussion and Analysis of Financial Condition and Results of Operations. Based on the annual review, the Audit that the audited consolidated financial statements be included in the Companys Annual Report on Form 10-K for the year ended December31, 2019 for filing with the SEC. The amounts in columns (e)and . In The remaining portion of the annual cash bonuses for the managers of the Companys business operations is based upon non-financial goals. the accompanying narrative disclosures, is hereby approved, on an advisory basis, by the stockholders of the Company. actions on the Company. After submitting your request, you will receive an activation email to the requested email address. The number of shares of our Common Stock owned by Mr.Donovan consists of 8,235 shares of Our Board of Directors met four times and acted by written consent nine times during 2019. 1. Check box if any part of the fee is offset as provided by Exchange Act Rule. Our Board of Directors has two standing committees. Since this amount does not constitute above-market earnings, none of these amounts are included in the Summary Compensation Table. The Company does not have any agreement or other arrangement with any of our Named Executive Officers in the event of a change of control independent Directors to discuss matters involving the Company without the presence of management or any inside director. to the various taxing authorities, generally consisting of salary, wages, overtime, bonus and other taxable compensation, as our consistently applied compensation measure; we selected December31, 2020 as the date on which we would identify the median-compensated employee; all compensation that was given in a currency other than U.S. dollars was converted into U.S. dollars using the (CLASS I) FOR WITHHOLD EXCEPTIONS* Nominees (to serve until the Companys Annual Meeting of all nominees AUTHORITY listed below to vote for all Stockholders in 2025 and until nominees listed their successors are duly elected below and qualified): 01 Kimberly A. The nominees our Board of Directors; an annual retainer fee of $5,000 through March31, 2021 and of $12,000 for the remainder of the year for Based on this information, for 2021 the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all of our Mr.Allott entered into an employment agreement with the Company in April 2004 which provides for, among other things, a severance benefit provisions of Section409A of the Code. This Proxy Statement and the accompanying proxy card will first be mailed to stockholders on or about April28, 2020. These restricted stock units were subject to the attainment by the Company of certain performance criteria for 2021 established by the salary received in 2021. These amounts are included in column (c) Salary for Messrs. Hogan and Snyder, respectively, in the Summary Compensation Table. Shares Each of Messrs. Allott, Greenlee and Lewis does not participate in any non-qualified deferred compensation plan of the Company or any of its subsidiaries. STOCKHOLDER PROPOSALS FOR 2021 ANNUAL MEETING. manufacturer of flexible packaging, since July 1996. Mr.Snyder, President of the Companys U.S. metal Compensation Committee held three meetings and acted by written consent once during 2019. were calculated on the same basis as under the Senior Executive Performance Plan. grants is to provide additional long-term compensation to such executive officers to keep them at competitive compensation levels and to do so in a manner that further augments the retention of such executive officers. Therefore, each of Messrs. Allott, Greenlee, Lewis and Hogan received the maximum amount of his annual bonus for 2021 as noted above. In 2019 and 2018, Ernst& Young LLP did not render any other services to the Company. Compensation Committee engaged Meridian Compensation Partners, LLC, a compensation consultant, on matters relating to director and executive compensation in 2018, which engagement resulted in certain changes to the compensation of our Directors that 2021 and, as a result of his appointment as Chief Executive Officer of the Company effective September 1, 2021, at 100% of his annual salary from September1, 2021 through December31, 2021) and for each of Messrs. Lewis and Hogan in an Therefore, your broker is not able to vote on your behalf in any director election or with respect to the third matter specified in the Notice of Meeting, in each case without voting instructions from you. Stockholders may submit proposals on matters appropriate for stockholder action at our annual meetings consistent with the rules and For 2019, our last completed fiscal year: the median of the annual total compensation of all of our employees, not including our CEO, was $36,067; and. Our Board of Directors as a whole is responsible for risk oversight for the Company. award of 285,000 restricted stock units granted to Mr.Allott on March1, 2019 as additional compensation annually of $2,703,225 (using the grant date fair value used in the Summary Compensation Table) for Mr.Allott over the For 2019, the salaries of each of Messrs. Allott and Greenlee were increased based on a general increase associated with inflation in the cost of living and as a result of their promotions in April 2019 to Chairman of the committees of the Board of Directors on which such person served during which such person was a Director. Accordingly, our Board of Directors does not have a nominating committee because the right to nominate all directors has been than the Companys annual meeting of stockholders in 2023. as puts, calls, options, swaps, exchange funds, other derivative securities, collars, forward contracts, short sales or other similar monetization transactions) with respect to any equity securities of the Company held directly or indirectly by any services in 2019 as a Director and, until April1, 2019, as non-executive Co-Chairman of the Board as described above. These restricted stock units vest ratably in three installments over a three year period from the date of grant appointed our President, and he continued to serve as our Chief Operating Officer. brought before the Meeting. In 2022, it was of another entity, one of whose executive officers served on our Board of Directors. General Counsel and Secretary since June 2002. This evaluation shall include the (formerly World Color Press, Inc.) from August 1997 until April 2003, last serving as Vice President, Assistant Controller. However, because the Company believes that the use of prudent judgment in Following his retirement from KPMG, Mr.Jordan has served as an independent consultant. assumptions: benefit commencement at normal retirement age (age 65); form of payment as a single life annuity; a discount rate of 3.41% at December31, 2019 and 4.47% at December31, 2018; post-retirement mortality determined using the Mercer Industry Longevity Experience Study male annuitant mortality for Auto, Industrial Goods Additionally, the Group has extensive executive management experience with the Company. $59,959 in 2021, $36,541 in 2020 and $374,954 in 2019 for dividend equivalents in respect of restricted stock units that vested in such years and the dollar value of group term life insurance premiums paid on his behalf in the amount of $4,902 in awards under the 2004 Stock Incentive Plan in 2021. To transact such other business as may properly come before the annual meeting or any adjournment or Additionally, the objectives of the annual cash bonus programs for Messrs. Allott, Greenlee, Lewis and Hogan are to retain such individuals and provide them with fair overall annual compensation taking into account relevant employment markets, and Mr.Greenlee is entitled to a severance benefit, as provided in an employment letter from reporting and assessing the effectiveness of the Companys internal control over financial reporting. below has sole voting and investment power with respect to the securities beneficially owned. Mr.Donovans extensive background and experience includes serving as a principal financial officer of a public company and actively on March1, 2024; 5,600 on March1, 2025; and 5,600 on March1, 2026. her or his successor has been duly elected and qualified. The Audit Committee shall establish guidelines for the retention of the independent auditor for any permissible non-audit services. Total Compensation with Supplemental Stock Awards Allocated Over Vesting Period, The following table, which is not required under the SECs rules and is not a substitute for any of the tables required under the If you hold shares of Common Stock of the Company in more than one name, or if your shares of Common Stock of the Company are registered in more than one way, you may receive more than one copy of the proxy materials. Messrs. Allott, Greenlee and Lewis generally are not provided with any retirement or other benefits, thereby allowing them to assist the Compensation Committee in an unbiased Such services in both 2021 and 2020 were in respect of transfer pricing documentation assistance and advice, tax due diligence related to corporate development activities, preparation of a tax certification for a foreign subsidiary, preparation and The basic terms of this plan are generally described below. rules for administering the 2004 Stock Incentive Plan. Company. is entitled to a severance benefit, as provided in an officer agreement with Silgan Plastics dated August31, 2015, if his employment is terminated by Silgan Plastics without cause, in an amount equal to the sum of (i)his then current 10-Q. Company and preventing our stockholders from receiving a premium for their shares of our Common Stock in any proposed acquisition of the Company. 25. auditor who participated in any capacity in the audit of the Company. Mr.Greenlees annualized 2021 compensation is based on his CEO-level annual However, because the Company believes that the use of prudent judgment in determining compensation levels is in These amounts are included in column (c) Salary for Messrs. Hogan and Snyder, respectively, in the Summary Compensation Table. business in an honest, lawful and ethical manner. Date (mm/dd/yyyy) Please print date below. The Compensation Committee and to serve on our Board of Directors if elected. employees annual total compensation for 2019 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, which are the same requirements used to calculate the annual total compensation of The Company does not provide above-market or preferential earnings on amounts of any Named Executive Officer under any non-qualified plan. The address for On February24, 2021, the Compensation Committee approved a performance award for 26,500 restricted stock (i)a member of the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another entity, one of whose executive officers served on the We believe that each nominee and each current Director brings a strong and unique background and set of skills to our Board of Directors, giving our Board of Directors as a whole that, Mr.Greenlee was Vice President& General Manager of ATI Allegheny Rodney from January 2003 through February 2005 and its Director of Marketing from February 2001 until January 2003. Mr.BradA. Lich and Mr.R. Philip Silver. Compensation Committee evaluated competitive data and approved a maximum annual cash bonus for Mr.Greenlee of up to 100% of his annual base salary. employees hired after 2006 are no longer eligible to participate in the Silgan Containers Pension Plan. This information is according to proxy statements filed for the 2021 fiscal . who is known by the Company to own beneficially more than 5% of our Common Stock and (iii)by all current executive officers and directors of the Company as a group. has not notified us by March14, 2021. prior to our annual meeting of stockholders the Group fails to nominate for election at such annual meeting the requisite number of individuals to stand for election to our Board of Directors at such annual meeting, then our Board of Directors has The financial goal for our plastic container operations for 2021, as approved Named Executive Officer outstanding as of December31, 2021. Mr.Snyder was Director of Sales When properly executed, this proxy will Mr.Snyder is entitled to a lump sum severance benefit equal to his then current annual salary. insurance benefits generally available to all salaried employees on the same basis as they are available to all other salaried employees. SILGAN HOLDINGS INC. 4 LANDMARK SQUARE STAMFORD, CONNECTICUT 06901 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS Companys internal control over financial reporting. Prior to his current position, Mr.Lich served as Executive Vice President, Advanced Materials& Additives& Functional Products of Eastman Chemical since January 2014. independence. 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