UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the
Registrant x
Filed by a Party other than the Registrant ¨
Check the appropriate box:
|
|
|
¨ |
|
Preliminary Proxy Statement |
|
|
¨ |
|
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
|
|
x |
|
Definitive Proxy Statement |
|
|
¨ |
|
Definitive Additional Materials |
|
|
¨ |
|
Soliciting Material Pursuant to §240.14a-12 |
Silgan Holdings Inc.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if
Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|
|
|
|
|
|
|
x |
|
No fee required. |
|
|
¨ |
|
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
|
|
|
|
|
(1) |
|
Title of each class of securities to which transaction applies:
|
|
|
(2) |
|
Aggregate number of securities to which transaction applies:
|
|
|
(3) |
|
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined): |
|
|
(4) |
|
Proposed maximum aggregate value of transaction:
|
|
|
(5) |
|
Total fee paid:
|
|
|
¨ |
|
Fee paid previously with preliminary materials. |
|
|
¨ |
|
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify
the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
|
|
|
|
|
(1) |
|
Amount Previously Paid:
|
|
|
(2) |
|
Form, Schedule or Registration Statement No.:
|
|
|
(3) |
|
Filing Party:
|
|
|
(4) |
|
Date Filed:
|
4 Landmark Square
Stamford, Connecticut 06901
(203) 975-7110
Notice of Annual Meeting of Stockholders
To be Held on May 26, 2015
YOU ARE HEREBY
NOTIFIED that the annual meeting of stockholders of Silgan Holdings Inc., or the Company, a Delaware corporation, will be held at the Courtyard by MarriottStamford Downtown, 275 Summer Street, Stamford, Connecticut 06901 at 9:00 a.m. on
Tuesday, May 26, 2015, for the following purposes:
|
1. |
To elect three directors of the Company to serve until the Companys annual meeting of stockholders in 2018 and until their successors are duly elected and
qualified; |
|
2. |
To approve the Amended and Restated Silgan Holdings Inc. 2004 Stock Incentive Plan and to reapprove the material terms of the performance goals under the Amended and
Restated Silgan Holdings Inc. 2004 Stock Incentive Plan; |
|
3. |
To ratify the appointment of Ernst & Young LLP as the Companys independent registered public accounting firm for the fiscal year ending December 31,
2015; |
|
4. |
To hold an advisory vote to approve the compensation of the Companys named executive officers; and |
|
5. |
To transact such other business as may properly come before the annual meeting or any adjournment or postponement of the annual meeting. |
The close of business on April 10, 2015 has been fixed as the record date for determining the stockholders of the Company entitled
to notice of and to vote at the annual meeting. 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 meeting.
By Order of the Board of Directors,
Frank W. Hogan, III
Secretary
Stamford, Connecticut
April 21, 2015
Please complete, sign and mail the enclosed Proxy in the accompanying envelope even if you intend to be present at the annual meeting. Please sign the
enclosed Proxy exactly as your name appears on it. Returning the Proxy will not limit your right to vote in person or to attend the annual meeting. 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. If so, please sign and return each of the Proxies that you receive so that all of your shares of Common Stock of the Company may be
voted.
The annual meeting will be held to vote on the first four items listed above, tabulate the votes cast in respect of those items
and report the results of the vote. No presentations or other business matters are planned for the annual meeting.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
STOCKHOLDERS MEETING TO BE HELD ON MAY 26, 2015
This Proxy Statement and the Companys Annual Report for 2014 are available at
www.silganholdings.com/proxyandannualreport
4 Landmark Square
Stamford, Connecticut 06901
(203) 975-7110
PROXY STATEMENT
Annual
Meeting of Stockholders
to be held on May 26, 2015
To Stockholders of Silgan Holdings Inc.:
This Proxy Statement and
the accompanying proxy card are furnished in connection with the solicitation of proxies by the Board of Directors of Silgan Holdings Inc., or Silgan Holdings or the Company, for use at our annual meeting of stockholders, or the Meeting, to be held
at the Courtyard by MarriottStamford Downtown, 275 Summer Street, Stamford, Connecticut 06901, on Tuesday, May 26, 2015, at 9:00 a.m., and at any postponements or adjournments of the Meeting. If you need directions to attend the Meeting
and vote in person, you should contact the Company by telephone at (203) 975-7110. This Proxy Statement and the accompanying proxy card will first be mailed to stockholders on or about April 21, 2015.
Only holders of record of our Common Stock as of the close of business on April 10, 2015, the Record Date, will be entitled to
notice of and to vote at the Meeting. As of the Record Date, we had 60,514,651 shares of our Common Stock outstanding. Each share of our Common Stock is entitled to one vote. We have no other class of voting securities issued and outstanding. The
presence in person or by proxy of the holders of a majority of the outstanding shares of our Common Stock will be necessary to constitute a quorum for the transaction of business at the Meeting.
All shares of our Common Stock represented by properly executed proxies will be voted in accordance with the instructions indicated on
such proxies unless such proxies previously have been revoked. If any proxies are signed and returned but do not contain voting instructions, the shares of our Common Stock represented by such proxies will be voted FOR the election of the
nominees for director listed below to serve until our annual meeting of stockholders in 2018 and until their successors are duly elected and qualified, FOR the approval of the Amended and Restated Silgan Holdings Inc. 2004 Stock Incentive
Plan and the reapproval of the material terms of the performance goals under the Amended and Restated Silgan Holdings Inc. 2004 Stock Incentive Plan, FOR the ratification of the appointment of Ernst & Young LLP as our independent
registered public accounting firm for the fiscal year ending December 31, 2015, and FOR the approval, on an advisory basis, of the compensation of the Companys named executive officers. We do not anticipate that any other matters
will be brought before the Meeting. If any other matters properly come before the Meeting, the shares of our Common Stock represented by all properly executed proxies will be voted in accordance with the judgment of the persons named on such
proxies. Shares of our Common Stock abstaining and shares of our Common Stock held in street name as to which a broker has not voted on some matters but has voted on other matters, or Broker Shares, will be included in determining whether a quorum
exists at the Meeting. The New York Stock Exchange has adopted rules that eliminate broker discretionary voting for the election of directors and certain other corporate governance matters. These rules apply to us notwithstanding the fact that our
Common Stock is traded on the Nasdaq Stock Market. Therefore, your broker is not able to vote on your behalf in any director election or with respect to certain other corporate governance matters without voting instructions from you.
Assuming that a quorum exists at the Meeting, approval of the first three matters specified in the Notice of Meeting requires the
affirmative vote of a majority of the votes cast at the Meeting, and approval, on an advisory
basis, of the non-binding resolution with respect to the fourth matter specified in the Notice of Meeting requires the affirmative vote of a majority of the votes cast at the Meeting.
Stockholders may not cumulate their votes. Abstentions and Broker Shares that have not been voted with respect to a particular proposal will not be counted in determining the total number of votes cast or in determining whether such proposal has
received the requisite number of affirmative votes.
You may revoke your proxy at any time before it is exercised at the
Meeting by: (1) delivering to the Secretary of the Company a duly executed proxy bearing a later date; (2) filing a written notice of revocation with the Secretary of the Company; or (3) appearing at the Meeting and voting in person.
In addition to solicitations by mail, some of our directors, officers and employees may solicit proxies for the Meeting
personally or by telephone without extra remuneration. We will also provide persons, banks, brokerage firms, custodians, nominees, fiduciaries and corporations holding shares in their names or in the names of nominees, which in either case are
beneficially owned by others, with proxy materials for transmittal to such beneficial owners and will reimburse such record owners for their expenses in doing so. The Company will bear the costs of soliciting proxies.
THE COMPANY HEREBY UNDERTAKES TO PROVIDE WITHOUT CHARGE TO EACH PERSON TO WHOM A COPY OF THIS PROXY STATEMENT HAS BEEN DELIVERED, UPON
THE WRITTEN REQUEST OF ANY SUCH PERSON, A COPY OF OUR ANNUAL REPORT ON FORM 10-K, INCLUDING THE FINANCIAL STATEMENTS AND THE FINANCIAL STATEMENT SCHEDULES THERETO, THAT HAS BEEN FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO RULE 13a-1 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, FOR THE FISCAL YEAR ENDED DECEMBER 31, 2014. REQUESTS FOR SUCH COPIES SHOULD BE DIRECTED TO SILGAN HOLDINGS INC., 4 LANDMARK SQUARE, STAMFORD,
CONNECTICUT 06901 (TELEPHONE NUMBER: (203) 975-7110), ATTENTION: GENERAL COUNSEL.
2
PROPOSAL 1: ELECTION OF DIRECTORS
Nominees
Our
Board of Directors is currently composed of seven members, divided into three classes designated as Class I, Class II and Class III. We have two Class I Directors, two Class II Directors and three Class III Directors, with each class of directors
serving staggered three-year terms. At each annual meeting of stockholders of the Company, the term of office of one class of directors of the Company expires, and directors nominated to the class of directors whose term is expiring at such annual
meeting will be elected for a term of three years and until their successors are duly elected and qualified. Our remaining directors continue in office until their respective terms expire and until their successors are duly elected and qualified.
Accordingly, at each annual meeting of stockholders of the Company one class of our directors will be elected, and each of our directors will be required to stand for election once every three years. At the Meeting, the term of office for our Class
III Directors expires.
Our Class III Directors currently are Messrs. Anthony J. Allott, Joseph M. Jordan and Edward A.
Lapekas. Pursuant to the Amended and Restated Stockholders Agreement dated as of November 6, 2001, or the Stockholders Agreement, among R. Philip Silver, D. Greg Horrigan and the Company, each of Messrs. Allott, Jordan and Lapekas was nominated
for re-election at the Meeting as Class III Directors of the Company, to serve until our annual meeting of stockholders in 2018 and until his successor has been duly elected and qualified. You should read the section in this Proxy Statement titled
Certain Relationships and Related TransactionsStockholders Agreement for a description of the material provisions of the Stockholders Agreement.
Each nominee for Class III Director of the Company has consented to be named in this Proxy Statement and to serve on our Board of Directors if elected. If, prior to the Meeting, any nominee should become
unavailable to serve on our Board of Directors for any reason, the shares of our Common Stock represented by all properly executed proxies will be voted for such alternate individual as shall be nominated pursuant to the Stockholders Agreement.
We provide below certain information regarding each nominee for Class III Director of the Company and each Director of the
Company whose term of office continues after the Meeting, including the individuals age (as of December 31, 2014), principal occupation and business experience during at least the last five years, other directorships currently held or
held during the past five years, the year in which such individual was first elected a director of the Company and the experiences, qualifications, attributes or skills that each nominee and Director brings to our Board of Directors. We believe that
each nominee and 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 competence and experience in a wide variety of areas, including relevant industry
experience, executive management experience, public company board service experience and finance and accounting experience.
Nominees for election as Directors (Class III)term expiring 2018
Anthony J. Allott, age 50, has been one of our Directors since June 2006 and has been our Chief Executive Officer since March 2006
and our President since August 2004. Mr. Allott was also our Chief Operating Officer from May 2005 until March 2006. From May 2002 until August 2004, Mr. Allott was our Executive Vice President and Chief Financial Officer. Prior to joining
us, Mr. Allott was Senior Vice President and Chief Financial Officer of Applied Extrusion Technologies, Inc., or AET, a manufacturer of flexible packaging, since July 1996. From July 1994 until July 1996, Mr. Allott was Vice President and
Treasurer of AET. From 1992 until July 1994, Mr. Allott was Corporate Controller and Director of Financial Reporting of Ground Round Restaurants. Prior to that, Mr. Allott was a certified public accountant with Deloitte & Touche
LLP. Mr. Allott brings to our Board of Directors considerable executive management experience and serves as our Chief Executive Officer.
Joseph M. Jordan, age 68, has been one of our Directors since March 2014. Mr. Jordan is a retired partner of KPMG LLP, where he was employed from April 1981 until his retirement in September
2009. At KPMG,
3
Mr. Jordan was a partner in its Financial Services practice, serving banking and insurance company clients. He served as partner-in-charge of KPMGs New York Insurance Practice and was
KPMGs National Director of Insurance Tax Services. Mr. Jordan also served as a partner in KPMGs Department of Professional Practice, specializing in SEC and PCAOB matters involving auditor independence and other regulatory matters.
Following his retirement from KPMG, Mr. Jordan has served as an independent consultant. Prior to joining KPMG, Mr. Jordan began his professional career with the United States Department of Treasury. Mr. Jordan brings to our Board of
Directors extensive experience in accounting and financial matters, particularly for public companies.
Edward A.
Lapekas, age 71, has been one of our Directors since October 2001. Mr. Lapekas was Non-Executive Chairman of the Board of Tegrant Corporation, a manufacturer of packaging materials, from March 2007 until November 2011. Mr. Lapekas was
Non-Executive Chairman of the Board of Pliant Corporation, a manufacturer of film and flexible packaging products, from October 2003 until June 2006 and interim Chief Executive Officer of Pliant Corporation from August 2003 until October 2003.
Mr. Lapekas was Chairman of the Board and Chief Executive Officer of Nexpak Corporation, a packaging manufacturer, from November 2002 until March 2003. From October 2000 until June 2001, Mr. Lapekas was Executive Chairman of Packtion
Corporation, an e-commerce packaging venture. From May 1996 until July 2000, Mr. Lapekas was employed by American National Can Group, Inc., last serving as Chairman and Chief Executive Officer. Prior to that, Mr. Lapekas served as Deputy
Chairman and Chief Operating Officer of Schmalbach-Lubeca AG, a packaging manufacturer. From 1971 until 1991, Mr. Lapekas was employed by Continental Can Company where he served in various strategy, planning, operating and marketing capacities.
From October 2003 until December 2009, Mr. Lapekas was a director of Pliant Corporation, a company that filed for Chapter 11 bankruptcy protection in both January 2006 and February 2009. Mr. Lapekas brings to our Board of Directors
extensive experience in the consumer goods packaging industry and has significant executive management experience and experience as a public company director.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE ELECTION OF ALL NOMINEES FOR DIRECTOR (CLASS III) OF THE COMPANY.
Incumbent Directors (Class I)term expiring 2016
R. Philip Silver, age 72, has been our Co-Chairman of the Board in a non-executive capacity since March 2006. Prior to that, Mr. Silver was our Co-Chief Executive Officer from March 1994 until
March 2006. Mr. Silver was also our Co-Chairman of the Board in an executive capacity from August 2004 until March 2006 and, prior to that, our Chairman of the Board in an executive capacity. Mr. Silver is one of our co-founders and has
been a Director since our inception in 1987. Prior to founding the Company in 1987, Mr. Silver was a consultant to the packaging industry. Mr. Silver was President of Continental Can Company from June 1983 to August 1986. As one of our
co-founders, Mr. Silver brings to our Board of Directors extensive knowledge of the Company and the consumer goods packaging industry and numerous years of executive management experience.
William C. Jennings, age 75, has been one of our Directors since July 2003. Mr. Jennings is a retired partner of
PricewaterhouseCoopers LLP, where he led its risk management and internal control consulting practice from 1991 until his retirement in 1999. Prior to that, Mr. Jennings served as a senior audit partner at Coopers & Lybrand, as a
Senior Executive Vice President at Shearson Lehman Brothers responsible for quality assurance, internal audit and compliance and as Executive Vice President and Chief Financial Officer of Bankers Trust Company. Since retiring from
PricewaterhouseCoopers LLP, Mr. Jennings has provided independent consulting services to a number of companies. Mr. Jennings currently serves as a director of Axcelis Technologies, Inc., a supplier for the semiconductor industry, and The
Spectranetics Corporation, a manufacturer of medical devices. Mr. Jennings brings to our Board of Directors extensive experience in finance and accounting matters, particularly as they apply to public companies, and he has experience as a
public company director.
4
Incumbent Directors (Class II)term expiring 2017
D. Greg Horrigan, age 71, has been our Co-Chairman of the Board in a non-executive capacity since March 2006. Prior to that,
Mr. Horrigan was our Co-Chief Executive Officer from March 1994 until March 2006. Mr. Horrigan was also our Co-Chairman of the Board in an executive capacity from August 2004 until March 2006 and, prior to that, our President.
Mr. Horrigan is one of our co-founders and has been a Director since our inception in 1987. Prior to founding the Company in 1987, Mr. Horrigan was Executive Vice President and Operating Officer of Continental Can Company from 1984 to
1987. As one of our co-founders, Mr. Horrigan brings to our Board of Directors extensive knowledge of the Company and the consumer goods packaging industry and numerous years of executive management experience.
John W. Alden, age 73, has been one of our Directors since November 2001. From 1965 until 2000, Mr. Alden was employed by
United Parcel Service of America, Inc., or UPS, serving in various management positions. Until his retirement in 2000, Mr. Alden was Vice Chairman of UPS since 1996 and a director of UPS since 1988. Mr. Alden is currently a director of
Arkansas Best Corporation, a provider of freight transportation, and HD Supply Holdings Inc., a North American industrial distributor. During the past five years, Mr. Alden also served as a director of Barnes Group Inc., an aerospace and
industrial components manufacturer, and The D & B Corporation, a provider of commercial information. Mr. Alden has significant executive management experience and experience as a public company director.
Messrs. Allott and Lapekas were elected as Directors of the Company at our annual meeting of stockholders in 2012. Mr. Jordan was
appointed a Director of the Company in March 2014 by the unanimous vote of the Board of Directors of the Company pursuant to the Companys Amended and Restated Certificate of Incorporation, as amended, to fill the vacancy created upon the
resignation of Jeffrey C. Crowe as a Director of the Company in February 2014. Messrs. Silver and Jennings were elected as Directors of the Company at our annual meeting of stockholders in 2013. Messrs. Horrigan and Alden were elected as Directors
of the Company at our annual meeting of stockholders in 2014.
Each of John W. Alden, William C. Jennings, Joseph M. Jordan
and Edward A. Lapekas is an independent director, as defined in Rule 5605(a)(2) of the listing standards of the Nasdaq Stock Market. Jeffrey C. Crowe, who served as a Director of the Company during 2014 until his resignation in February
2014, was an independent director as defined in Rule 5605(a)(2) of the listing standards of the Nasdaq Stock Market. The independent directors held four meetings during 2014 following regularly scheduled quarterly meetings of the Board
of Directors, without the presence of management or any inside directors.
Our Board of Directors met four times and acted by
written consent five times during 2014. Each of our Directors attended more than 75 percent of the aggregate of: (1) the total number of meetings of the Board of Directors held in 2014 during which he was a Director and (2) the total
number of meetings held in 2014 by all committees of the Board of Directors on which he served during which he was a Director.
The Company does not have a policy with regard to director attendance at annual meetings of stockholders. One of our Directors attended
last years annual meeting of stockholders.
Risk Oversight and Board Structure
Our Board of Directors as a whole is responsible for risk oversight for the Company. Our Board of Directors risk oversight process builds
upon managements assessment of the Companys risks and processes for managing and mitigating such risks. At meetings of our Board of Directors, the executive officers of the Company regularly address and discuss with our Board of
Directors risks of the Company and the manner in which the Company manages or mitigates its risks. While our Board of Directors has the ultimate responsibility for risk oversight for the Company, our Board of Directors works in conjunction with its
committees on certain aspects of its risk oversight responsibilities. In particular, our Audit Committee focuses on financial reporting risks and related controls and procedures. Our Compensation Committee strives to create compensation practices
that do not encourage excessive levels of risk taking that would be inconsistent with the Companys strategy and objectives.
5
Our corporate governance documents provide our Board of Directors with flexibility to select
the appropriate leadership structure for the Company. In making leadership structure determinations, our Board of Directors considers many factors. At this time, each of the positions of Co-Chairmen of the Board and Chief Executive Officer of the
Company are held by different persons. Our Board of Directors has decided at this time to have different persons hold such positions largely due to the availability to the Company of multiple persons with many years of experience in the consumer
goods packaging industry and extensive executive management experience with the Company. Our Co-Chairmen of the Board are co-founders of the Company and each has over thirty years of management experience in the packaging industry. With their
experience, our Co-Chairmen of the Board effectively lead our Board of Directors in its fundamental role of overseeing the business and affairs of the Company.
As part of each regularly scheduled quarterly meeting of our Board of Directors, our independent Directors meet without the presence of management or inside directors. These meetings allow our independent
Directors to discuss matters involving the Company without the presence of any member of management or any inside director.
Committees of
the Board of Directors
Our Board of Directors has two standing committees. The principal responsibilities of each of the
standing committees and the members of such committees are set forth below.
1. Audit Committee. The Audit
Committee has the responsibility of overseeing the Companys financial reporting process on behalf of our Board of Directors. The functions performed by the Audit Committee are described in the section of this Proxy Statement titled
Report of the Audit Committee. During 2014, the Audit Committee held nine meetings and acted by written consent two times. The Audit Committee currently consists of Messrs. Jennings, Alden, Jordan and Lapekas, each of whom our Board of
Directors has determined is independent as required by the written charter of the Audit Committee, the applicable listing standards of the Nasdaq Stock Market and the applicable rules of the Securities and Exchange Commission, or the SEC. All of our
independent directors are members of the Audit Committee. Mr. Jennings is the Chairperson of the Audit Committee. Mr. Crowe served as a member of the Audit Committee until his resignation as a Director of the Company in
February 2014, and Mr. Jordan was appointed as a member of the Audit Committee in March 2014 upon his appointment as a Director of the Company. The Board of Directors has determined that each of Messrs. Jennings and Jordan meets the criteria of
an audit committee financial expert under applicable rules of the SEC. Mr. Jennings extensive background and experience includes leading the risk management and internal control consulting practice of PricewaterhouseCoopers
LLP, serving as senior audit partner at Coopers & Lybrand and serving as Chief Financial Officer of Bankers Trust Company. Mr. Jordans extensive background and experience includes serving as a financial services partner at
KPMG and as a partner in KPMGs Department of Professional Practice specializing in SEC and PCAOB matters involving auditor independence and other regulatory matters.
2. Compensation Committee. Pursuant to its written charter, the Compensation Committee has the responsibility of reviewing and approving matters relating to the compensation of executive
officers of the Company, as further described in the section of this Proxy Statement titled Executive Compensation. In addition, pursuant to the terms of the Silgan Holdings Inc. 2004 Stock Incentive Plan, as amended, or the 2004 Stock
Incentive Plan, the Compensation Committee is responsible for administering the 2004 Stock Incentive Plan, making awards and grants under the 2004 Stock Incentive Plan to officers and other key employees of the Company and its subsidiaries and
setting performance goals and confirming performance levels in respect of performance awards made under the 2004 Stock Incentive Plan. Historically, the Compensation Committee in its discretion has periodically consulted with outside consultants
(such as Frederic W. Cook & Co., Inc.) for certain matters regarding director and executive officer compensation. In 2014, the Compensation Committee engaged Frederic W. Cook & Co., Inc. solely to provide the Compensation Committee
with director compensation and executive compensation data. The Compensation Committee held four meetings and acted by written consent
6
once during 2014. The Compensation Committee currently consists of Messrs. Lapekas, Alden, Jennings and Jordan, each of whom is an independent director as required by the written
charter of the Compensation Committee and the applicable listing standards of the Nasdaq Stock Market. All of our independent directors are members of the Compensation Committee. Mr. Lapekas is the Chairperson of the Compensation
Committee. Mr. Crowe served as the Chairperson of the Compensation Committee until his resignation as a Director of the Company in February 2014, and Mr. Jordan was appointed as a member of the Compensation Committee in March 2014 upon his
appointment as a Director of the Company.
In November 2001, the Company and Messrs. Silver and Horrigan, our Co-Chairmen of
the Board, entered into the Stockholders Agreement. You should read the section in this Proxy Statement titled Certain Relationships and Related TransactionsStockholders Agreement for a description of the material terms of the
Stockholders Agreement. Under the Stockholders Agreement, the Group (as defined in the Stockholders Agreement and generally including Messrs. Silver and Horrigan and their affiliates, family members, trusts and estates) has the contractual right to
nominate for election all directors of the Company so long as the Group holds an aggregate of at least 14,306,180 shares of our Common Stock (as adjusted for the stock splits effected on September 15, 2005 and May 3, 2010). As of the date
of this Proxy Statement, the Group held more than 14,306,180 shares of our Common Stock. In the very unlikely event that either of Messrs. Silver or Horrigan notifies our Board of Directors that the Group cannot agree on an individual for any
nominee for director or if at least 45 days 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, then our Board of Directors has the
right to nominate for director the number of individuals that the Group could not agree on as nominees or failed to nominate timely.
Accordingly, our Board of Directors does not have a nominating committee because the right to nominate all directors has been contractually granted to the Group, and our Board of Directors deems it very
unlikely at this time that they would have to nominate for election any director. As a result, the Company does not have a nominating committee charter, does not have a policy to consider director candidates recommended by stockholders, does not
have a policy regarding the composition or diversity of our Board of Directors and does not have a process for identifying or evaluating nominees for director. All nominees for Class III Director of the Company to be elected at the Meeting were
nominated by the Group pursuant to the Stockholders Agreement.
Stockholder Communications with the Board of Directors
The Companys Board of Directors has a formal process for security holders to send communications to it. Security
holders may send written communications addressed to the Board of Directors or to any specified Director of the Company by mail to the Companys office in Stamford, Connecticut. If the Company receives at its office in Stamford, Connecticut any
such written communications, the Company will forward such written communications directly to all members of the Board of Directors or to such specified Director of the Company, as the case may be.
7
COMPENSATION OF DIRECTORS
In 2013 and for the first two quarters of 2014, each of Messrs. Silver and Horrigan, our non-executive Co-Chairmen of the Board, was paid
an annual retainer fee of $100,000 for his service on our Board of Directors, plus reimbursement for business related travel and other reasonable out-of-pocket expenses. In 2013 and for the first two quarters of 2014, each of the other Directors of
the Company who is not an officer or employee of the Company or any of its affiliates was paid an annual retainer fee of $36,000 for service on our Board of Directors and a fee of $2,000 for each meeting of our Board of Directors or committee
thereof attended, plus reimbursement for business related travel and other reasonable out-of-pocket expenses. Beginning with the third quarter of 2014, each of our Directors (including our non-executive Co-Chairmen of the Board) who does not receive
compensation as an officer or employee of the Company or any of its affiliates is paid an annual retainer of $50,000 for service on our Board of Directors and a fee of $2,000 for each meeting of our Board of Directors or committee thereof attended,
plus reimbursement for business related travel and other reasonable out-of-pocket expenses. Beginning with the third quarter of 2014, each of our non-executive Co-Chairmen of the Board is also paid an annual retainer fee of $50,000 for his service
as a Co-Chairman of the Board. The Company also maintains an office for each of Messrs. Silver and Horrigan at its offices in Stamford, Connecticut, and provides them with access to a shared assistant. Additionally, each of our Directors (including
our non-executive Co-Chairmen of the Board) who does not receive compensation as an officer or employee of the Company or any of our affiliates receives an annual equity based director award, on the first business day after our annual meeting of
stockholders, having an aggregate fair market value of $50,000 as of the date of grant. These awards are made in the form of restricted shares of our Common Stock or restricted stock units related to shares of our Common Stock, in the discretion of
the Board of Directors, under the 2004 Stock Incentive Plan. If the Amended and Restated Silgan Holdings Inc. 2004 Stock Incentive Plan is approved by our stockholders at the Meeting, then the aggregate fair market value of such annual equity based
director award will increase to $90,000 as of the date of grant. Each of the members of the Audit Committee of our Board of Directors is also paid an annual retainer fee of $12,000 for his service on the Audit Committee, and each of the chairpersons
of the Audit and Compensation Committees of our Board of Directors is also paid an annual retainer fee of $10,000 for his service as chairperson of such committee.
Mr. Allott, who is an officer and an employee of the Company, does not receive any annual retainer or meeting fees or any director awards under the 2004 Stock Incentive Plan.
The following table provides information concerning the compensation of Directors of the Company for the fiscal year ended
December 31, 2014.
Director Compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
(b) |
|
(c) |
|
(d) |
|
(e) |
|
(f) |
|
(g) |
|
(h) |
Name |
|
Fees Earned or Paid in Cash($)(1) |
|
Stock Awards($)(2) |
|
Option Awards($) |
|
Non-Equity Incentive Plan Compensation($) |
|
Change in Pension Value
and Non-qualified Deferred Compensation Earnings($) |
|
All Other Compensation($)(3) |
|
Total($) |
R. Philip Silver(4) |
|
|
$ |
102,000 |
|
|
|
$ |
49,970 |
|
|
|
|
$0 |
|
|
|
|
$0 |
|
|
|
|
$0 |
|
|
|
$ |
1,980 |
|
|
|
$ |
153,950 |
|
D. Greg Horrigan(4) |
|
|
$ |
102,000 |
|
|
|
$ |
49,970 |
|
|
|
|
$0 |
|
|
|
|
$0 |
|
|
|
|
$0 |
|
|
|
$ |
6,822 |
|
|
|
$ |
158,792 |
|
Anthony J. Allott |
|
|
$ |
0 |
|
|
|
$ |
0 |
|
|
|
|
$0 |
|
|
|
|
$0 |
|
|
|
|
$0 |
|
|
|
$ |
0 |
|
|
|
$ |
0 |
|
John W. Alden(4) |
|
|
$ |
85,500 |
|
|
|
$ |
49,970 |
|
|
|
|
$0 |
|
|
|
|
$0 |
|
|
|
|
$0 |
|
|
|
$ |
616 |
|
|
|
$ |
136,086 |
|
Jeffrey C. Crowe(5) |
|
|
$ |
28,139 |
|
|
|
$ |
0 |
|
|
|
|
$0 |
|
|
|
|
$0 |
|
|
|
|
$0 |
|
|
|
$ |
0 |
|
|
|
$ |
28,139 |
|
William C. Jennings(4) |
|
|
$ |
95,500 |
|
|
|
$ |
49,970 |
|
|
|
|
$0 |
|
|
|
|
$0 |
|
|
|
|
$0 |
|
|
|
$ |
8,529 |
|
|
|
$ |
153,999 |
|
Joseph M. Jordan(4)(6) |
|
|
$ |
46,967 |
|
|
|
$ |
49,970 |
|
|
|
|
$0 |
|
|
|
|
$0 |
|
|
|
|
$0 |
|
|
|
$ |
0 |
|
|
|
$ |
96,937 |
|
Edward A. Lapekas(4) |
|
|
$ |
91,389 |
|
|
|
$ |
49,970 |
|
|
|
|
$0 |
|
|
|
|
$0 |
|
|
|
|
$0 |
|
|
|
$ |
5,687 |
|
|
|
$ |
147,046 |
|
(1) |
For each of Messrs. Silver and Horrigan, the amount in column (b) represents the amount paid to him in 2014 for his services as a Director and as
non-executive Co-Chairman of the Board as described above. For |
8
|
each of Messrs. Alden, Jennings and Lapekas, the amount in column (b) represents the amount paid to him in 2014 for his services as a Director and on committees of the Board of Directors as
described above. For Mr. Crowe, the amount in column (b) represents the amount paid to him in 2014 for his services as a Director and on the committees of the Board of Directors as described above until his resignation as a Director of the
Company in February 2014. For Mr. Jordan, the amount in column (b) represents the amount paid to him in 2014 for his services as a Director and on the committees of the Board of Directors as described above upon his appointment as a
Director of the Company in March 2014. |
(2) |
For each of Messrs. Silver, Horrigan, Alden, Jennings, Jordan and Lapekas, the amount in column (c) reflects the grant date fair value of 1,020 restricted stock
units (representing the right to receive 1,020 shares of Common Stock upon vesting) granted on May 28, 2014 pursuant to and under the 2004 Stock Incentive Plan. These restricted stock units vest all at once in a single installment on
May 28, 2015, one year from the date of grant. The grant date fair value of such restricted stock units was calculated by multiplying the average of the high and low sales prices of a share of our Common Stock on May 28, 2014 by such
number of restricted stock units, in accordance with the provisions of the Financial Accounting Standards Board Accounting Standards Codification 718, CompensationStock Compensation (FASB ASC Topic 718). Each year on the first
business day following our annual meeting of stockholders each of our non-employee Directors is granted restricted stock or restricted stock units having a grant date fair value, calculated using the average of the high and low sales prices of a
share of Common Stock on that day as quoted by the Nasdaq Global Select Market System, of $50,000 in accordance with the 2004 Stock Incentive Plan. If the Amended and Restated Silgan Holdings Inc. 2004 Stock Incentive Plan is approved by our
stockholders at the Meeting, then the amount of the grant date fair value for such grants to our non-employee Directors will increase to $90,000. |
(3) |
For Mr. Silver, the amount in column (g) consists of dividend equivalents of $616 paid on unvested restricted stock units upon their vesting and dividend
equivalents of $1,364 paid on restricted stock units that had vested but for which receipt of the underlying shares of Common Stock had been deferred. For Mr. Horrigan, the amount in column (g) consists of dividend equivalents of $616 paid
on unvested restricted stock units upon their vesting and dividend equivalents of $6,206 paid on restricted stock units that had vested but for which receipt of the underlying shares of Common Stock had been deferred. For Mr. Alden, the amount
in column (g) consists of dividend equivalents of $616 paid on unvested restricted stock units upon their vesting. For Mr. Jennings, the amount in column (g) consists of dividend equivalents of $616 paid on unvested restricted stock
units upon their vesting and dividend equivalents of $7,913 paid on restricted stock units that had vested but for which receipt of the underlying shares of Common Stock had been deferred. For Mr. Lapekas, the amount in column (g) consists
of dividend equivalents of $616 paid on unvested restricted stock units upon their vesting and dividend equivalents of $5,071 paid on restricted stock units that had vested but for which receipt of the underlying shares of Common Stock had been
deferred. |
(4) |
The aggregate number of outstanding restricted stock units held by each of our non-employee Directors as of December 31, 2014 is as follows:
|
Mr. Silver1,020 unvested restricted stock units and 1,714 vested but deferred restricted stock units
Mr. Horrigan1,020 unvested restricted stock units and 10,875 vested but deferred restricted stock units
Mr. Alden1,020 unvested restricted stock units
Mr. Jennings1,020 unvested restricted stock units and 12,439 vested but deferred restricted stock units
Mr. Jordan1,020 unvested restricted stock units
Mr. Lapekas1,020 unvested restricted stock units and 7,893 vested but deferred restricted stock units
There were no outstanding stock options held by any of our non-employee Directors as of December 31, 2014.
(5) |
Mr. Crowe resigned as a Director of the Company in February 2014. |
(6) |
Mr. Jordan was appointed as a Director of the Company in March 2014. |
9
EXECUTIVE OFFICERS
Our Board of Directors appoints the officers of the Company. The officers of our subsidiaries are appointed by the respective boards of
directors of our subsidiaries. We provide below certain information concerning the current executive officers of the Company, including each individuals age (as of December 31, 2014). Information concerning Mr. Allott, our President
and Chief Executive Officer, is set forth in the section of this Proxy Statement titled Election of Directors. There are no family relationships among any of the directors or executive officers of the Company.
Adam J. Greenlee, age 41, has been our Executive Vice President and Chief Operating Officer since August 2009. From October 2007
until August 2009, Mr. Greenlee was our Executive Vice President, Operations. From January 2006 until October 2007, Mr. Greenlee was President of the North American operations of Silgan White Cap, and he was Executive Vice President of the
North American operations of Silgan White Cap from March 2005 until January 2006. Prior to 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.
Robert B. Lewis, age 50, has been our Executive Vice President and
Chief Financial Officer since August 2004. Previously, Mr. Lewis was Senior Vice President and Chief Financial Officer of Velocity Express Inc. from January 2004 until August 2004. From December 2000 until December 2003, Mr. Lewis held a
series of senior executive positions at Moore Corporation Limited, initially as Executive Vice President and Chief Financial Officer and later as President of Business Communication Services, an operating division of Moore Corporation Limited. Prior
to joining Moore Corporation Limited, Mr. Lewis served as Executive Vice President and Chief Financial Officer of Walter Industries, Inc. and World Color Press, Inc. and in various senior financial management roles at L.P. Thebault, a U.S.
based commercial printer.
Frank W. Hogan, III, age 54, has been our Senior Vice President, General Counsel and
Secretary since June 2002. From June 1997 until June 2002, Mr. Hogan was our Vice President, General Counsel and Secretary. From September 1995 until June 1997, Mr. Hogan was a partner at the law firm of Winthrop, Stimson,
Putnam & Roberts (now Pillsbury Winthrop Shaw Pittman LLP). From April 1988 to September 1995, Mr. Hogan was an associate at that firm.
B. Frederik Prinzen, age 56, has been our Senior Vice President, Corporate Development since February 2014. From July 2008 until February 2014, Mr. Prinzen was our Vice President, Corporate
Development. Previously, Mr. Prinzen was Chief Operating Officer of Alcan Pharmaceutical PackagingAmericas, a division of Alcan, Inc. Prior to that, Mr. Prinzen held various management positions with Shorewood Packaging Corporation,
a subsidiary of International Paper Company, since 1993, last serving as Senior Vice President, Consumer Products Business and Senior Vice President, Manufacturing. Mr. Prinzen began his career in the consumer goods packaging industry with
Paperboard Industries Corporation in 1987.
Anthony P. Andreacchi, age 51, has been our Vice President, Tax since July
2006. Prior to that, Mr. Andreacchi served as Director of TaxesU.S. for Ingersoll-Rand Company since February 2003. Previously, Mr. Andreacchi held various positions in the tax department of Ingersoll-Rand Company since 1991, and
served as International Tax Counsel of Xerox Corporation in 2002. He began his career as an associate at the law firm of LeBoeuf, Lamb, Leiby & MacRae in 1987.
Kimberly I. Ulmer, age 47, has been our Vice President and Controller since March 2006. Previously, Ms. Ulmer was our Controller since September 2004. From May 2003 until September 2004,
Ms. Ulmer was Controller, Accounting Policies and Compliance for General Electric Vendor Financial Services, a unit of General Electric Capital Corporation. Prior to that, Ms. Ulmer was employed by Quebecor World Inc. (formerly World Color
Press, Inc.) from August 1997 until April 2003, last serving as Vice President, Assistant Controller.
10
Sarah T. Macdonald, age 50, has been President of Silgan Plastics, our plastic
container operations, since March 2012. Previously, Ms. Macdonald was a Vice President and General Manager of Appleton Papers Inc. from October 2005 through October 2011. Prior to that, Ms. Macdonald was employed by US Can Corporation from
September 1996 through September 2005, last serving as Executive Vice President of Sales and Marketing. Previous to that, Ms. Macdonald was a manager with Crown Holdings Inc. since 1993.
Thomas J. Snyder, age 48, has been President of Silgan Containers, our U.S. metal container operations, since October 2007. Prior
to that, Mr. Snyder was Executive Vice President of Silgan Containers from July 2006 until October 2007 and Vice PresidentSales & Marketing of Silgan Containers from July 2002 until July 2006. Mr. Snyder was Director of
Sales of Silgan Containers from May 2000 until July 2002 and a National Account Manager for Silgan Containers from May 1993 until May 2000.
Code of Ethics
Our Board of Directors has adopted a Code of Ethics applicable to our principal executive officer, principal financial officer and
principal accounting officer or controller in order to deter wrongdoing and to promote the conduct of the Companys business in an honest, lawful and ethical manner. A copy of this Code of Ethics was filed as an exhibit to the Companys
Annual Report on Form 10-K for the fiscal year ended December 31, 2003.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Stockholders Agreement
In November 2001, Messrs. Silver and Horrigan and the Company entered into the Stockholders Agreement. The Stockholders Agreement replaced in its entirety a previous stockholders agreement entered into
among Messrs. Silver and Horrigan, the Company and the other parties thereto at the time of the initial public offering of shares of Common Stock of the Company on February 14, 1997.
Under the Stockholders Agreement, the Group (as defined in the Stockholders Agreement and generally including Messrs. Silver and Horrigan
and their affiliates and related family transferees and estates) has the right to nominate for election all directors of the Company until the Group holds less than one-half of the number of shares of our Common Stock held by it in the aggregate on
February 14, 1997. At least one of the Groups nominees must be either Mr. Silver or Mr. Horrigan during the three year period covering the staggered terms of our three classes of directors. On February 14, 1997, the Group
held 28,612,360 shares of our Common Stock in the aggregate (as adjusted for the stock splits effected on September 15, 2005 and May 3, 2010), and, as of the date of this Proxy Statement, the Group held more than one-half of such number of
shares of our Common Stock. Additionally, the Group has the right to nominate for election either Mr. Silver or Mr. Horrigan as a member of our Board of Directors when the Group no longer holds at least one-half of the number of shares of
our Common Stock held by it in the aggregate on February 14, 1997 but beneficially owns at least 5% of our Common Stock. The Stockholders Agreement continues until the death or disability of both of Messrs. Silver and Horrigan.
If either Mr. Silver or Mr. Horrigan notifies our Board of Directors that the Group cannot agree on an individual for any of
its nominees under the Stockholders Agreement or if at least 45 days 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 right to nominate for election to our Board of Directors the number of individuals that the Group could not agree on as nominees or that the Group failed to nominate timely.
The provisions of the Stockholders Agreement could have the effect of delaying, deferring or preventing a change of control
of the Company and preventing our stockholders from receiving a premium for their shares of our Common Stock in any proposed acquisition of the Company.
11
Review, Approval or Ratification of Transactions with Related Persons
Pursuant to its written charter, the Audit Committee of the Board of Directors of the Company is required to approve any related party
transactions that are required to be disclosed under applicable securities rules. In evaluating any such proposed reportable transaction, the Audit Committee will consider the specific facts and circumstances of each transaction, which facts and
circumstances will include the related persons interest in the transaction, whether the transaction is being negotiated on an arms length basis, whether the terms of the transaction are fair to the Company and whether the terms of the
transaction with the related person are no less favorable to the Company than could be obtained with a non-related third party under similar circumstances.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
In 2014, the Compensation Committee of our Board of Directors consisted of Messrs. Lapekas, Alden, Jennings, Crowe (until February 2014)
and Jordan (beginning in March 2014), none of whom was an officer, former officer or employee of the Company. During 2014, none of our executive officers served as: (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 Compensation Committee of our Board of Directors, (ii) a director of another entity,
one of whose executive officers served on the Compensation Committee of our Board of Directors, or (iii) 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 our Board of Directors.
12
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
In the table below, we provide information, as of the Record Date, with respect to the beneficial ownership of our Common Stock by
(i) each current director and each Named Executive Officer (as defined in the section of this Proxy Statement titled Executive CompensationCompensation Discussion and Analysis) of the Company, (ii) each person or entity
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. Except as otherwise described below, each of the persons named in the table
below has sole voting and investment power with respect to the securities beneficially owned.
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Shares
of Common Stock Owned |
|
Percentage Ownership
of Common Stock(1) |
R. Philip Silver(2) |
|
|
|
11,157,270 |
|
|
|
|
18.44% |
|
D. Greg Horrigan(3) |
|
|
|
8,300,543 |
|
|
|
|
13.72% |
|
John W. Alden(4) |
|
|
|
33,085 |
|
|
|
|
* |
|
William C. Jennings(5) |
|
|
|
29,085 |
|
|
|
|
* |
|
Joseph M. Jordan(6) |
|
|
|
2,020 |
|
|
|
|
* |
|
Edward A. Lapekas(7) |
|
|
|
35,855 |
|
|
|
|
* |
|
Anthony J. Allott(8) |
|
|
|
225,172 |
|
|
|
|
* |
|
Robert B. Lewis(9) |
|
|
|
97,677 |
|
|
|
|
* |
|
Adam J. Greenlee |
|
|
|
0 |
|
|
|
|
* |
|
Frank W. Hogan, III(10) |
|
|
|
38,224 |
|
|
|
|
* |
|
Thomas J. Snyder(11) |
|
|
|
4,063 |
|
|
|
|
* |
|
All current executive officers and directors as a group (15 persons)(12) |
|
|
|
19,939,268 |
|
|
|
|
32.95% |
|
JPMorgan Chase & Co.(13) |
|
|
|
5,864,437 |
|
|
|
|
9.69% |
|
FMR LLC and related parties(14) |
|
|
|
5,510,991 |
|
|
|
|
9.11% |
|
(1) |
An asterisk denotes beneficial ownership of 1% or less of our Common Stock. |
(2) |
Mr. Silver is a Director of the Company. The amount beneficially owned by Mr. Silver consists of 7,557,491 shares of our Common Stock owned directly by him
over which he has sole voting and dispositive power, 184,544 shares of our Common Stock owned by family trusts of which he is the investment trustee with sole voting and dispositive power, 2,247,078 shares of our Common Stock owned by family trusts
(of which Mr. Silvers spouse is a trustee) over which Mr. Silver may be deemed to have shared voting and dispositive power, 1,165,423 shares of our Common Stock owned by family trusts over which, pursuant to voting agreements and
irrevocable proxies, he has the power to vote such shares, 1,714 shares of our Common Stock that are issuable to him for vested restricted stock units granted to him pursuant to the 2004 Stock Incentive Plan for which he has deferred receipt and
1,020 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. The address for Mr. Silver is 4 Landmark
Square, Stamford, Connecticut 06901. |
(3) |
Mr. Horrigan is a Director of the Company. The amount beneficially owned by Mr. Horrigan consists of 3,699,341 shares of our Common Stock
owned directly by him and over which he has sole voting and dispositive power, 2,574,465 shares of our Common Stock owned by three grantor retained annuity trusts of which he and his spouse are co-trustees with shared voting and dispositive power,
1,129,154 shares of our Common Stock owned by a grantor retained annuity trust of which he is the sole trustee with sole voting and dispositive power, 616,792 shares of our Common Stock owned by the Horrigan Family Limited Partnership of which he is
the sole general partner with sole voting and dispositive power, 250,626 shares of our Common Stock owned by The Pay It Forward Foundation of which he and his spouse are the trustees with shared voting and dispositive power, 17,317 shares of our
Common Stock owned by a family trust of which he is the trustee with sole voting and dispositive power, 953 shares of our Common Stock owned by his spouse over which Mr. Horrigan may be deemed to have shared voting and dispositive power, 10,875
shares of our Common Stock that are issuable to him for vested restricted stock units granted to him pursuant to the 2004 Stock Incentive Plan for which he has deferred receipt and 1,020 shares of our
|
13
|
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 for which he has
deferred receipt. The address for Mr. Horrigan is 4 Landmark Square, Stamford, Connecticut 06901. |
(4) |
Mr. Alden is a Director of the Company. The number of shares of our Common Stock owned by Mr. Alden consists of 32,065 shares of our Common Stock owned by him
and 1,020 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. |
(5) |
Mr. Jennings is a Director of the Company. The number of shares of our Common Stock owned by Mr. Jennings consists of 15,626 shares of our Common Stock owned
by him, 12,439 shares of our Common Stock that are issuable to him for vested restricted stock units granted to him pursuant to the 2004 Stock Incentive Plan for which he has deferred receipt and 1,020 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. |
(6) |
Mr. Jordan is a Director of the Company. The number of shares of our Common Stock owned by Mr. Jordan consists of 1,000 shares of our Common Stock owned by
him and 1,020 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. |
(7) |
Mr. Lapekas is a Director of the Company. The number of shares of our Common Stock owned by Mr. Lapekas consists of 29,568 shares of our Common Stock owned by
him, 5,267 shares of our Common Stock that are issuable to him for vested restricted stock units granted to him pursuant to the 2004 Stock Incentive Plan for which he has deferred receipt and 1,020 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 for which he has deferred receipt. |
(8) |
Mr. Allott is a Director of the Company. The number of shares of our Common Stock owned by Mr. Allott consists of 225,172 shares of our Common Stock owned by
him. |
(9) |
The number of shares of our Common Stock owned by Mr. Lewis consists of 97,677 shares of our Common Stock owned by him. |
(10) |
The number of shares of our Common Stock owned by Mr. Hogan consists of 38,224 shares of our Common Stock owned by him. |
(11) |
The number of shares of our Common Stock owned by Mr. Snyder consists of 4,063 shares of our Common Stock owned by him. |
(12) |
The number of shares of our Common Stock owned by all current executive officers and directors of the Company as a group includes 36,415 shares of our Common Stock that
are issuable related to (i) vested restricted stock units granted pursuant to the 2004 Stock Incentive Plan for which receipt has been deferred and (ii) restricted stock units granted pursuant to the 2004 Stock Incentive Plan that will
vest within 60 days after the Record Date. |
(13) |
All information regarding JPMorgan Chase & Co. is based solely upon Amendment No. 4 to Schedule 13G filed by JPMorgan Chase & Co. with the SEC on
January 21, 2015 on behalf of itself and certain of its wholly owned subsidiaries, reporting beneficial ownership as of December 31, 2014. JPMorgan Chase & Co. reported that it is the beneficial owner of 5,864,437 shares of our
Common Stock on behalf of other persons known to have the right to receive dividends for such shares, the power to direct the receipt of dividends from such shares, the right to receive the proceeds from the sale of such shares and/or the right to
direct the receipt of proceeds from the sale of such shares, and that it has sole power to vote or direct the vote for 5,546,221 shares of our Common Stock, shared power to vote or direct the vote for 206 shares of our Common Stock, sole power to
dispose or direct the disposition of 5,864,121 shares of our Common Stock and shared power to dispose or direct the disposition of 316 shares of our Common Stock. The address for JPMorgan Chase & Co. is 270 Park Avenue, New York, New York
10017, as reported in its Amendment No. 4 to Schedule 13G. |
14
(14) |
All information regarding FMR LLC and related parties is based solely upon Amendment No. 3 to Schedule 13G filed by FMR LLC and certain related parties with the
SEC on February 13, 2015, reporting beneficial ownership as of December 31, 2014. FMR LLC is a parent holding company which, along with Edward C. Johnson 3d (the Chairman of FMR LLC) and Abigail P. Johnson (a Director, the Vice Chairman,
the Chief Executive Officer and the President of FMR LLC), reported that it, along with certain of its subsidiaries and affiliates, (i) is the beneficial owner of 5,510,991 shares of our Common Stock, (ii) has sole power to vote or to
direct the vote for 904,925 shares of our Common Stock and (iii) has sole power to dispose or to direct the disposition of 5,510,999 shares of our Common Stock. The business address for FMR LLC is 245 Summer Street, Boston, Massachusetts 02210,
as reported in its Amendment No. 3 to Schedule 13G. |
15
TOTAL TEN YEAR STOCKHOLDERS RETURN PERFORMANCE
The line graph below compares the performance of our Common Stock for the ten year period ended December 31, 2014 with the
performance of the Standard and Poors 500 Composite Stock Price Index, or the S&P 500 Index, and the Dow Jones US Containers & Packaging Index for the same period. The line graph assumes in each case an initial investment of
$100.00 on December 31, 2004 and that all dividends were reinvested. The Dow Jones US Containers & Packaging Index has been weighted on the basis of market capitalization.
The following line graph and related information shall not be deemed soliciting material or filed with the
SEC, nor should such information be incorporated by reference into any future filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, or the Exchange Act, each as amended, except to the extent that we specifically
incorporate it by reference in such filing.
Comparison of Cumulative Total Return Among Silgan Holdings Inc., S&P
500 Index and
Dow Jones US Containers & Packaging Index
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/31/04 |
|
|
12/31/05 |
|
|
12/31/06 |
|
|
12/31/07 |
|
|
12/31/08 |
|
|
12/31/09 |
|
|
12/31/10 |
|
|
12/31/11 |
|
|
12/31/12 |
|
|
12/31/13 |
|
|
12/31/14 |
|
Silgan Holdings Inc. |
|
|
$100.00 |
|
|
|
$120.02 |
|
|
|
$147.77 |
|
|
|
$176.91 |
|
|
|
$165.08 |
|
|
|
$203.03 |
|
|
|
$254.74 |
|
|
|
$278.01 |
|
|
|
$302.24 |
|
|
|
$353.59 |
|
|
|
$399.50 |
|
S&P 500 Index |
|
|
$100.00 |
|
|
|
$104.91 |
|
|
|
$121.48 |
|
|
|
$128.16 |
|
|
|
$80.74 |
|
|
|
$102.11 |
|
|
|
$117.49 |
|
|
|
$119.97 |
|
|
|
$139.17 |
|
|
|
$184.25 |
|
|
|
$209.47 |
|
Dow Jones US Containers & Packaging Index |
|
|
$100.00 |
|
|
|
$99.37 |
|
|
|
$111.38 |
|
|
|
$118.87 |
|
|
|
$74.53 |
|
|
|
$104.68 |
|
|
|
$122.78 |
|
|
|
$122.96 |
|
|
|
$140.30 |
|
|
|
$197.41 |
|
|
|
$226.46 |
|
16
EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
General
In this section of this Proxy Statement, we discuss the
compensation for our executive officers, and we describe how we compensated each of our Chief Executive Officer, our Chief Financial Officer and our three other most highly compensated executive officers in 2014 based on total compensation, or,
collectively, our Named Executive Officers. Our Named Executive Officers for the fiscal year ended December 31, 2014 were:
|
|
|
Anthony J. Allott, our President and Chief Executive Officer; |
|
|
|
Robert B. Lewis, our Executive Vice President and Chief Financial Officer; |
|
|
|
Adam J. Greenlee, our Executive Vice President and Chief Operating Officer; |
|
|
|
Frank W. Hogan, III, our Senior Vice President, General Counsel and Secretary; and |
|
|
|
Thomas J. Snyder, President of Silgan Containers. |
Compensation Committee
The Compensation Committee is governed by a written
charter approved by the Board of Directors of the Company. A copy of the written charter of the Compensation Committee was included as Appendix A to the Companys Proxy Statement on Schedule 14A filed with the SEC on April 21, 2014.
Pursuant to the Compensation Committees written charter, the Board of Directors of the Company has empowered the Compensation Committee to review and approve matters relating to the compensation of executive officers of the Company. Pursuant
to its charter, the Compensation Committee is also responsible for administering the Companys equity compensation plans in which any executive officer of the Company participates (including the 2004 Stock Incentive Plan), including making
awards and grants under such plans, setting performance goals for awards and grants as applicable under such plans, confirming performance levels as applicable in respect of performance awards made under such plans and interpreting and prescribing
rules for administering such plans. The Compensation Committee also oversees and monitors the Companys compensation policies, practices and programs for executive officers of the Company in light of the compensation philosophy and objectives
of the Company.
As required by its charter, the Compensation Committee must review and consider the outcome of any advisory
vote of the stockholders of the Company at an annual meeting of stockholders regarding the compensation of the executive officers of the Company. In addition, the Compensation Committee is required to review and access the adequacy of its charter
annually and recommend any proposed changes to its charter to the Board of Directors of the Company. In carrying out its responsibilities, the Compensation Committee has the authority, in its sole discretion, to retain and obtain advice of
compensation consultants, legal counsel and other advisers, and the Company is required to provide funding therefor.
The
Compensation Committee is currently comprised of four members, Messrs. Edward A. Lapekas, John W. Alden, William C. Jennings and Joseph M. Jordan. Mr. Lapekas serves as the Chairperson of the Compensation Committee. Mr. Jeffrey C.
Crowe served as the Chairperson of the Compensation Committee until his resignation as a Director of the Company in February 2014, and Mr. Jordan was appointed as a member of the Compensation Committee in March 2014 upon his appointment as a
Director of the Company. As required by its charter, all members of the Compensation Committee are (i) independent directors as required under the applicable rules of the Nasdaq Stock Market, (ii) outside directors
for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended, or the Code, and (iii) non-employee directors for purposes of Rule 16b-3 of the Exchange Act.
In accordance with its charter, the Compensation Committee has reviewed and discussed with the Companys management this
Compensation Discussion and Analysis and has recommended to the Board of
17
Directors of the Company that this Compensation Discussion and Analysis be included in this Proxy Statement. The Compensation Committee has also reviewed and approved the Compensation Committee
Report included in this Proxy Statement as required by its charter.
Compensation Philosophy
The Compensation Committee strives to establish a compensation program for the executive officers of the Company that meets the following
objectives:
|
1. |
attracts and retains executive officers and provides fair compensation, taking into account responsibilities and the employment markets in which the Company and its
subsidiaries compete; |
|
2. |
rewards executive officers for achieving the Companys short-term business goals and long-term creation of stockholder value while at the same time not encouraging
excessive risk taking; and |
|
3. |
aligns the interests of the Companys executive officers and stockholders. |
The components of the compensation program for all executive officers of the Company are base salary, annual cash incentive bonus and equity-based compensation consisting primarily of restricted stock
units and performance awards of restricted stock units. The Compensation Committee believes that such form of equity-based compensation fosters more balanced risk taking because restricted stock units are more closely linked to ownership of stock
than other equity-based compensation. By including a combination of cash and at-risk equity compensation, the Compensation Committee believes that the Companys executive compensation program is consistent with its business strategy and does
not encourage its executive officers to take excessive risks that might threaten the long-term value of the Company. In addition, executive officers of the Company other than the Chief Executive Officer, or CEO, Chief Financial Officer, or CFO, and
Chief Operating Officer, or COO, receive other benefits typically provided to officers (such as retirement benefits and medical benefits).
2014 Advisory Vote on Compensation of Named Executive Officers
At our annual meeting of stockholders in 2014, pursuant to an advisory vote our stockholders overwhelmingly approved the compensation provided to our Named Executive Officers in 2013, with approximately
99% of the votes cast approving such compensation. The Compensation Committee reviewed and considered the results of the advisory vote of our stockholders in 2014 on the compensation of our Named Executive Officers and did not implement any changes
to the compensation of our Named Executive Officers as a result of such advisory vote of our stockholders.
Base Salary
The Compensation Committee endeavors to set base salaries for executive officers that enable the Company to attract and retain such
officers and provide fair compensation taking into account relevant employment markets. The base salary for an individual executive officer is targeted such that the total compensation for such person is at a competitive level for individuals with
similar responsibilities at manufacturing companies of a similar size, including packaging related companies, and, as relevant, in the applicable geographic area.
Generally, each executive officers salary is reviewed on an annual basis by the Compensation Committee, and executive officer salaries may be adjusted based on: (i) a general increase
associated with inflation in the cost of living; (ii) a change in the individuals responsibilities over the preceding years; and (iii) changes in competitive pay levels. In making such determinations for our Named Executive Officers,
the Compensation Committee has generally reviewed publicly available salary and other compensation data from the following packaging related companies, which data for 2014 was provided by Frederic W. Cook & Co., Inc.: AEP Industries Inc.;
AptarGroup, Inc.; Avery Dennison Corporation; Ball Corporation; Bemis Company Inc.; Berry Plastics Group, Inc.; Crown Holdings, Inc.; Graphic Packaging Holding Company; Greif, Inc.; MeadWestvaco Corporation; Owens-Illinois, Inc.; Packaging
Corporation of America; Rock-Tenn Company; Sealed Air Corporation; and Sonoco Products Company. Additionally, for our Named Executive Officers, the Compensation
18
Committee has generally considered publicly available salary and other compensation data from the following other manufacturing companies, which data for 2014 was provided by Frederic W.
Cook & Co., Inc.: Acuity Brands, Inc.; Albemarle Corporation; Armstrong World Industries, Inc.; Axiall Corporation; Carlisle Corporation; Carpenter Technology Corporation; Chemtura Corporation; Cytec Industries Inc.; Domtar Corporation;
H.B. Fuller Company; KapStone Paper and Packaging Corporation; Olin Corporation; PolyOne Corporation; Rockwood Holdings, Inc.; RPM International Inc.; Sensient Technologies Corporation; and The Valspar Corporation. Although the Compensation
Committee does not use benchmarking to determine any element of compensation, the Compensation Committee believes that it is important from time to time to review compensation information from other appropriate companies in order to gain a general
understanding of the competitiveness of the Companys compensation program. For all other executive officers of the Company, the Compensation Committee reviews recommendations of the CEO of the Company and other information available to the
Compensation Committee. For 2014, the salaries of each of Messrs. Allott, Lewis, Greenlee, Hogan and Snyder at year end 2013 were increased based on a general increase associated with inflation in the cost of living.
Annual Cash Bonuses under Incentive Programs
All executive officers of the Company are eligible to receive annual cash bonuses, which are provided to enable the Company to attract and retain such officers and provide fair compensation taking into
account responsibilities and relevant employment markets. Additionally, the Compensation Committee uses annual cash bonuses to reward executive officers for achieving the Companys financial and non-financial goals. Executive officers of the
Company are eligible for an annual cash bonus based on a percentage of their annual base salary, and that percentage is determined generally based on the persons responsibilities. In addition, the Compensation Committee may provide an
executive officer with a cash bonus for a special assignment or in unusual circumstances where warranted.
The table below
sets forth summary information for 2014 for our Named Executive Officers with regard to the incentive plan or program in which such individual participated, the bonus range, target bonus award and maximum bonus award as a percentage of salary for
each such individual, the actual bonus award for each such individual and the actual bonus award as a percentage of salary for each such individual.
2014 Annual Cash Bonuses under Incentive Programs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name |
|
Name of Plan or
Program |
|
Bonus Range as a % of Salary |
|
Target Bonus Award as a % of Salary |
|
Maximum Bonus Award as a % of Salary |
|
Actual Bonus Award ($) |
|
Actual Bonus Award as a % of Salary |
Anthony J. Allott |
|
Senior Executive Performance Plan |
|
0% - 100% |
|
|
|
100% |
|
|
|
|
100%
|
|
|
|
$ |
944,504 |
|
|
100% |
(President and Chief Executive Officer) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert B. Lewis |
|
Holdings Executive Officer Program |
|
0% - 40% |
|
|
|
40% |
|
|
|
|
40% |
|
|
|
$ |
230,802 |
|
|
40% |
(Executive Vice President and Chief Financial Officer) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adam J. Greenlee |
|
Holdings Executive Officer Program |
|
0% - 40% |
|
|
|
40% |
|
|
|
|
40% |
|
|
|
$ |
230,802 |
|
|
40% |
(Executive Vice President and Chief Operating Officer) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Frank W. Hogan, III |
|
Holdings Executive Officer Program |
|
0% - 40% |
|
|
|
40% |
|
|
|
|
40% |
|
|
|
$ |
163,218 |
|
|
40% |
(Senior Vice President, General Counsel and Secretary) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thomas J. Snyder |
|
Incentive program for our U.S. metal container operations |
|
0% - 60% |
|
|
|
30% |
|
|
|
|
60% |
|
|
|
$ |
62,818 |
|
|
13.35% |
(President of Silgan Containers) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19
Annual cash bonuses are paid to Mr. Allott under the Companys Senior Executive
Performance Plan. Currently, Mr. Allott is the only participant in the Senior Executive Performance Plan. Pursuant to the Senior Executive Performance Plan, Mr. Allott could be eligible for an annual cash bonus of up to 200% of his annual
base salary, with such maximum amount of Mr. Allotts annual cash bonus being set annually by the Compensation Committee. For 2014 and 2015, the Compensation Committee evaluated competitive data and approved a maximum annual cash bonus for
Mr. Allott of up to 100% of his annual base salary. In setting the maximum amount of the annual cash bonus for Mr. Allott, the Compensation Committee bases its determination on its objective of retaining Mr. Allott and providing him
with fair overall annual cash compensation taking into account his responsibilities and relevant employment markets.
At the
beginning of each year, the Compensation Committee establishes a performance goal and a performance goal target for the Company for that year pursuant to the Senior Executive Performance Plan. Following such year, the Compensation Committee confirms
the extent to which the performance goal target for such year was met. If the performance goal target was met, then the participant under the Senior Executive Performance Plan would receive the maximum amount of his annual bonus for which he was
eligible for that year. If the performance goal target was not met, then the participant would receive a pro rata amount of the maximum amount of his annual bonus for which he was eligible for that year. For 2014, the performance goal established by
the Compensation Committee under the Senior Executive Performance Plan was the earnings before interest, taxes, depreciation and amortization and rationalization charges, acquisition termination fees (net of related costs) and the impact from any
foreign currency devaluations (Adjusted EBITDA) of the Company, and the performance goal target for the maximum amount of the annual bonus was the achievement in 2014 of the Adjusted EBITDA level of the Company for 2013 ($506.8 million), with the
amount of Mr. Allotts annual bonus for 2014 calculated based on the following formula:
X multiplied by the
Companys Adjusted EBITDA for 2014; with X being equal to a percentage,
the numerator of which is the maximum amount of
Mr. Allotts annual bonus and the denominator of which is the Companys Adjusted EBITDA for 2013.
The Companys Adjusted
EBITDA for 2014 was $523.4 million. Therefore, Mr. Allott received the maximum amount of his annual bonus for 2014 of 100% of his annual base salary for 2014 based on the Companys level of performance in 2014.
For 2015, the Compensation Committee set the performance goal for Mr. Allott under the Senior Executive Performance Plan as the
Adjusted EBITDA of the Company in 2015 and the performance goal target for the maximum amount of his annual bonus as the achievement of the Adjusted EBITDA level of the Company for 2014, with the manner for calculating the amount of his annual bonus
being the same as in 2014. In setting the performance goal under the Senior Executive Performance Plan, the Compensation Committee chose earnings before interest, taxes, depreciation and amortization and rationalization charges of the Company
because it believes that it is an important and accepted measure of performance of the Company, and the Compensation Committee decided to exclude acquisition termination fees (net of related costs) and the impact from any foreign currency
devaluations from such calculation because such items are unusual, generally non-recurring and not indicative of the Companys operating results.
For 2014, each of Messrs. Lewis, Greenlee and Hogan was eligible to be paid an annual cash bonus, in an amount up to a maximum of 40% of his annual base salary, under a program, or the Holdings Executive
Officer Program, which was approved by the Compensation Committee pursuant to which their annual cash bonuses were calculated on the same basis that an annual cash bonus was calculated for Mr. Allott under the Senior Executive Performance Plan.
For 2015, the Compensation Committee approved an annual cash bonus program for each of Messrs. Lewis, Greenlee and Hogan pursuant to which each of them is eligible to receive an annual cash bonus in an amount up to a maximum of 40% of his annual
base salary received in 2015, with the amount of such annual cash bonus being calculated on the same basis that an annual cash bonus is calculated for Mr. Allott for 2015 under the Senior Executive Performance Plan.
20
The Compensation Committee has established annual bonus programs applicable to Messrs.
Allott, Lewis and Greenlee that are different from the annual cash bonus programs applicable to the other executive officers of the Company because Messrs. Allott, Lewis and Greenlee assist the Compensation Committee in establishing the annual cash
bonus programs for the other executive officers of the Company, including setting financial and non-financial goals under such programs and determining whether goals were met under such programs. The Compensation Committee believes it is important
that it receive an unbiased view from members of top management in establishing such programs, and believes that the best way to accomplish this objective is to not have those assessing such programs participate in them so that these individuals
have no conflict of interest. Additionally, the objectives of the annual cash bonus programs for Messrs. Allott, Lewis, Greenlee and Hogan are to retain such individuals and provide them with fair overall annual cash compensation taking into account
relevant employment markets, and such programs are not meant primarily as an award for short-term financial performance. The Compensation Committee believes that it is more advantageous for the Company that Messrs. Allott, Lewis, Greenlee and Hogan
focus more on long-term creation of stockholder value rather than short-term goals. Accordingly, the Compensation Committee establishes a performance goal target with respect to annual bonuses payable to Messrs. Allott, Lewis, Greenlee and Hogan
that, although not certain, should be attainable.
Annual cash bonuses are paid to participants in the incentive programs of
the Companys business operations based upon the achievement of certain financial goals and certain non-financial goals, all as approved by the Compensation Committee. Participants in those programs, including those deemed to be executive
officers of the Company, are viewed on a team basis for purposes of annual cash bonuses and establishing financial and non-financial goals. Mr. Snyder is the only Named Executive Officer who participated in an incentive program for one of the
Companys business operations (U.S. metal containers) in 2014.
The financial goals for the Companys business
operations for a given year are established at the beginning of such year by the CEO, CFO and COO, or the Holdings Executives, subject to approval of the Compensation Committee. Budgeted earnings before interest and taxes and rationalization
charges, the foreign currency impact from certain intercompany agreements and the impact from any foreign currency devaluations and subject to further adjustment as determined by the Compensation Committee for unusual gains and losses (Adjusted
EBIT) of the Companys business operations are used as the financial goal for the Companys business operations. Based on the recommendations of the Holdings Executives, the Compensation Committee determines the portion of annual cash
bonuses that would be payable to managers of the business operations of the Company based on the financial goal. The Compensation Committee generally believes that at least a majority of the annual cash bonuses payable to managers of the
Companys business operations should be based on a financial goal. The table below sets forth the percentages for 2014 and 2015 of the annual cash bonuses for managers of the Companys business operations payable based on such
operations achievement of their financial goal under their incentive programs:
|
|
|
|
|
|
|
|
|
Business Operations |
|
2014 |
|
|
2015 |
|
Metal containers (U.S.) |
|
|
70 |
% |
|
|
70 |
% |
Metal containers (international) |
|
|
80 |
% |
|
|
80 |
% |
Closures |
|
|
80 |
% |
|
|
80 |
% |
Plastic containers |
|
|
75 |
% |
|
|
75 |
% |
Non-financial goals for each of the Companys business operations for a given year are established
at the beginning of the year by the Holdings Executives in conjunction with the managers of such business operations, subject to approval of the Compensation Committee. Such non-financial goals are generally items that both the Holdings Executives
and the managers of the particular business operation desire additional attention during the year. Set forth below are the non-financial goals for our U.S. metal container operations for both 2014 and 2015 (which are applicable for Mr. Snyder):
|
|
|
management development (for 2014); |
21
|
|
|
operational leadership; |
|
|
|
working capital management; |
|
|
|
selling, general and administrative cost management; and |
|
|
|
financial reporting and controls. |
Set forth below are the non-financial goals for our international metal container operations for both 2014 and 2015:
|
|
|
operational leadership; |
|
|
|
working capital management; and |
|
|
|
financial reporting and controls. |
Set forth below are the non-financial goals for our closures business for both 2014 and 2015:
|
|
|
operational leadership; |
|
|
|
working capital management; |
|
|
|
selling, general and administrative cost management; and |
|
|
|
financial reporting and controls. |
Set forth below are the non-financial goals for our plastic container operations for both 2014 and 2015:
|
|
|
management development (for 2014); |
|
|
|
operational leadership; |
|
|
|
working capital management; |
|
|
|
selling, general and administrative cost management (for 2015); and |
|
|
|
financial reporting and controls. |
Set forth below are the non-financial goals for our plastic food container operations for both 2014 and 2015:
|
|
|
operational leadership; |
|
|
|
working capital management; |
|
|
|
selling, general and administrative cost management; and |
|
|
|
financial reporting and controls. |
In determining levels of achievement by the Companys business operations of their non-financial goals, the Compensation Committee relies upon the subjective evaluations of Messrs. Allott, Lewis and
Greenlee, as well as their own observations of the Companys business operations obtained from the reports given by the managers of such business operations at the regular quarterly meetings of the Board of Directors of the Company.
For 2014, managers of the Companys business operations were eligible for an annual target bonus ranging from 20% to 35% of their
annual salary if applicable goals were met, with such percentage for any particular person being largely based on such persons responsibilities. The amount of the bonus of each such manager is determined by a formula which calculates such
bonus based on the percentage that the actual applicable financial level achieved represents of the applicable financial goal and, when applicable, based on whether non-financial goals were met, and such managers can receive up to two times their
target bonus amount if financial and non-financial goals of the applicable business operations are far exceeded. Generally, however, the Compensation Committee is of the view that non-financial goals, by their nature, are extremely hard to attain at
a level warranting two times payment of the amount of the target bonus applicable to such non-financial goals, and therefore realistically managers can expect to receive generally between 50% and 150% of the amount of their target bonus applicable
to such non-financial goals. For 2014, the percentages of the financial goals for our
22
business operations that would have needed to have been achieved for a payment of two times the amount of the target bonus applicable to such financial goals ranged from 110% to 120% of such
financial goals.
Under the incentive program for our U.S. metal container operations, Mr. Snyder, as President of Silgan
Containers, was eligible for an annual target bonus for 2014 of 30% of his annual salary received in 2014. His bonus for 2014 was calculated as follows. For the portion of Mr. Snyders bonus payable based upon the achievement of a
financial goal (i.e., 70% of his annual target bonus of 30% of his annual salary, or 21% of his annual salary), the budgeted Adjusted EBIT for 2014 for the U.S. metal container operations was compared to the actual Adjusted EBIT for 2014 for the
U.S. metal container operations. If the actual Adjusted EBIT of the U.S. metal container operations for 2014 was between 96% and 104% of the budgeted Adjusted EBIT for the U.S. metal container operations for 2014, then Mr. Snyder would have
been entitled to 100% of the portion of his bonus payable based on the achievement of a financial goal for 2014 (i.e., 21% of his annual salary). If the actual Adjusted EBIT of the U.S. metal container operations for 2014 was less than 96% (but more
than 90%) or greater than 104% (up to 110%) of the budgeted Adjusted EBIT for the U.S. metal container operations for 2014, then the portion of Mr. Snyders bonus payable based on the achievement of a financial goal would have been
adjusted on a pro rata basis on a sliding scale, as follows.
|
|
|
Percentage of Financial
Goal Achieved |
|
Percentage of Annual Salary
to be Paid as a Bonus Based on
Achievement of Financial Goal |
90.0% |
|
0% |
96.0% |
|
21% |
100.0% |
|
21% |
104.0% |
|
21% |
110.0% |
|
42% |
For the portion of Mr. Snyders bonus payable based on whether non-financial goals were met
(i.e., 30% of his annual target bonus of 30% of his annual salary, or 9% of his annual salary), the Holdings Executives determined the percentage (based on 100%) that such non-financial goals were met and recommended such percentage for the
non-financial goals to the Compensation Committee for their approval. The approved percentage is then multiplied by such portion of the target bonus payable based on non-financial goals and such amount is added to the amount of the bonus payable for
the financial goal achieved to determine the total bonus payable for 2014.
In 2014, the U.S. metal container operations
achieved 90.6% of its budgeted Adjusted EBIT and 126.5% of its non-financial goals. Accordingly, the bonus amount payable to Mr. Snyder based on the achievement of a financial goal for 2014 was 1.97% of his annual salary received in
2014 per the chart above. The bonus amount payable to Mr. Snyder based on the achievement of non-financial goals was 11.38% of his annual salary received in 2014, calculated as follows:
126.5% x 9% = 11.38%
Therefore, Mr. Snyders bonus for 2014 was the sum of the percentage payable for the financial goal and the percentage payable for the non-financial goals, or 13.35% (1.97% plus 11.38%) of his
annual salary received in 2014 (which equates to approximately 44.5% of his annual target bonus of 30% of his annual salary received in 2014).
The officers of Silgan Holdings (other than Messrs. Allott, Lewis, Greenlee and Hogan), all of whom are also executive officers of the Company, are eligible to receive annual cash bonuses pursuant to an
incentive program, or the Holdings Bonus Program, in which they participate and which was approved by the Compensation Committee. None of our Named Executive Officers participated in the Holdings Bonus Program in 2014. Bonuses under the Holdings
Bonus Program are calculated on the basis of a weighted average of the levels of bonuses paid under the incentive programs of the Companys business operations, using each business
23
operations percentage of the overall Adjusted EBIT of the Companys business operations as the basis for weighting. Bonuses for such officers are thus determined by means of a pure
mathematical calculation based on the weighted average of the levels of bonuses paid under the incentive programs of the Companys business operations once the bonus amounts under such incentive programs are determined. The officers
participating in the Holdings Bonus Program are eligible for an annual target bonus of 30% of their annual salary, and they can receive up to two times their target bonus amount if the Companys business operations far exceed their applicable
financial and non-financial goals. Generally, however, the Compensation Committee is of the view that non-financial goals, by their nature, are extremely hard to attain at a level warranting two times payment of the amount of the target bonus
applicable to such non-financial goals, and therefore realistically such officers can expect to receive generally between 50% and 150% of the amount of their target bonus applicable to such non-financial goals.
Equity Based Compensation
The Compensation Committee provides equity-based compensation to executive officers of the Company and its subsidiaries through awards
under the 2004 Stock Incentive Plan that meet the Compensation Committees objectives of attracting and retaining officers and aligning the interests of officers with those of the stockholders of the Company. The purpose of the 2004 Stock
Incentive Plan is to promote the long-term success of the Company and the creation of stockholder value by (i) encouraging the attraction and retention of directors and officers and other key employees and (ii) linking directors and
officers and other key employees of the Company directly to stockholder interests through stock ownership and appreciation. Although the Company encourages stock ownership by its officers and directors, the Company does not have any requirements or
guidelines for stock ownership by its officers and directors.
The Compensation Committee is responsible for administering the
2004 Stock Incentive Plan. The Compensation Committee determines recipients of awards under the 2004 Stock Incentive Plan, approves awards, sets the terms and conditions of awards and interprets and prescribes rules for administering the 2004 Stock
Incentive Plan. The 2004 Stock Incentive Plan provides for awards of stock options, stock appreciation rights, restricted stock, restricted stock units and performance awards.
Since 2005, the Compensation Committee has granted only restricted stock units and performance awards for restricted stock units under the 2004 Stock Incentive Plan. At this time, the Compensation
Committee has determined to grant only restricted stock units and performance awards for restricted stock units under the 2004 Stock Incentive Plan because it believes that restricted stock units are more closely linked to ownership of stock as
compared to stock options and stock appreciation rights, thereby aligning the interests of award recipients more closely with those of our stockholders.
Under the 2004 Stock Incentive Plan, the Compensation Committee generally grants (i) restricted stock units to newly hired individuals (including from acquisitions) and to individuals who are
promoted and (ii) performance awards annually to current officers and other key employees, all as described below. In addition, the Compensation Committee may grant awards under the 2004 Stock Incentive Plan to officers and other key employees
of the Company and its subsidiaries at other times and for other purposes, consistent with the terms of the 2004 Stock Incentive Plan.
In order to attract new officers and other key employees (including from acquisitions), the Compensation Committee will grant restricted stock units to such new individuals, which generally will vest
ratably over a five-year period or all at once in a single installment at least three years from the date of grant. The number of restricted stock units that are granted to an individual will be determined by the Compensation Committee generally on
the basis of what it believes is necessary to hire and retain such individual, taking into account the salary and bonus offered to such individual and the total nominal value of such restricted stock units. The Compensation Committee may also grant
restricted stock units during the course of the year to officers who are promoted, largely on the basis of the nominal value of unvested restricted stock units of such individuals as
24
compared to a targeted multiple of such individuals new annual base salary. The primary purpose of such equity awards is retention of the individual, and therefore these restricted stock
units will generally vest ratably over a five-year period. Typically, the Compensation Committee makes grants to newly hired or promoted individuals on only up to one business day during a fiscal quarter, generally at a regularly scheduled meeting
of the Compensation Committee which generally follows the issuance by the Company of its quarterly earnings release. As a result, the general practice of the Compensation Committee is to make grants on up to four dates during each year and, in
addition, as applicable, in connection with certain acquisitions.
Additionally, in order to retain current officers and other
key employees, the Compensation Committee annually reviews the nominal value of unvested restricted stock units of such persons. For each officer and other key employee of the Company, the Compensation Committee targets a multiple of such
persons annual base salary (plus, in the case of Mr. Allott, targeted annual bonus starting in 2015) as the level of the nominal value of unvested restricted stock units for each such person. The multiple for each individual is determined
on the basis of the individuals anticipated long-term contribution to the Company. Within the first ninety days of each year, the Compensation Committee will fix and establish performance criteria for that year for potential grants of
performance awards of restricted stock units in the following year. The minimum level of performance required to be attained for grants to be made in the following year is set by the Compensation Committee at a level that, although not certain,
should be attainable because the primary purpose of these grants is retention. For the performance period that was the Companys 2014 fiscal year, the Compensation Committee established the Companys Adjusted EBITDA as the performance
criteria and the minimum level of performance by the Company for 2014 for grants to be made in 2015 as 75% of the Companys Adjusted EBITDA level in 2013. At the time the performance criteria is set for a particular year, the Compensation
Committee approves a maximum number of restricted stock units that may be granted to each individual in the following year if the Company attains the minimum level of performance. Then, following the end of a particular year, if the Company attains
the minimum level of performance for that year, the Compensation Committee will review the nominal value of the unvested restricted stock units previously granted to an individual and compare this to the individuals target multiple of salary
(plus, in the case of Mr. Allott, bonus starting in 2015). For Mr. Allott, the target multiple is three times his salary and, starting in 2015, bonus. For each of Messrs. Lewis, Greenlee, Hogan and Snyder, the target multiple of salary is
three times such persons salary. Generally, at its regularly scheduled meeting during the first quarter, the Compensation Committee will then consider performance awards of restricted stock units to individuals whose aggregate nominal value of
unvested restricted stock units is less than their target multiple of salary (plus, in the case of Mr. Allott, bonus starting in 2015) so that the total nominal value of unvested restricted stock units approximates their target multiple of
salary (plus, in the case of Mr. Allott, bonus starting in 2015). Any such restricted stock units so granted will generally vest ratably over a five-year period. In 2014, Messrs. Allott, Lewis, Greenlee, Hogan and Snyder were granted
performance awards for 12,500 restricted stock units, 8,500 restricted stock units, 8,500 restricted stock units, 5,900 restricted stock units and 6,900 restricted stock units, respectively, on the basis described in this paragraph.
In addition to the performance awards granted annually as described in the paragraph above, the Compensation Committee has granted
performance awards for restricted stock units from time to time to Messrs. Allott, Lewis, Greenlee, Hogan and Snyder to supplement their total compensation. These grants vest all at once in a single installment at least three years from the date of
grant. The primary purpose of these 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. This type of grant is not made every year to any individual. These grants have been subject to the attainment of performance criteria as established by the Compensation Committee, and such grants have been forfeitable in the event the
Company does not attain such performance criteria. The performance criteria for such grants has generally been the Adjusted EBITDA of the Company for a particular year following such grant and the minimum level of performance required for such grant
has been 75% of the Companys prior year Adjusted EBITDA level. In each of March 2013 and August 2014, on the basis described in this paragraph, Messrs. Lewis, Greenlee and Hogan were granted performance awards for 50,000, 50,000 and 25,000
restricted stock units, respectively. Since the Company attained the applicable performance criteria for 2013, the performance awards granted in March 2013
25
to Messrs. Lewis, Greenlee and Hogan will vest all at once in a single installment six years from the date of grant and, so long as the Company attains the applicable performance criteria for
2015, the performance awards granted in August 2014 to Messrs. Lewis, Greenlee and Hogan will vest all at once in a single installment on March 1, 2019. In March 2014, on the basis described in this paragraph, Mr. Allott was granted a
performance award for 200,000 restricted stock units which, since the Company attained the applicable performance criteria for 2014, will vest all at once in a single installment five years from the date of grant. In November 2014, on the basis
described in this paragraph, Mr. Snyder was granted a performance award for 10,000 restricted stock units which, so long as the Company attains the applicable performance criteria for 2015, will vest all at once in a single installment five
years from the date of grant. The Compensation Committee views these performance awards as additional compensation for the applicable individual spread over the entire vesting period, since these performance awards vest all at once in a single
installment. For example, in the case of Mr. Allott, the Compensation Committee views the compensation attributable to the performance award of 200,000 restricted stock units granted to him on March 1, 2014 over the five-year vesting
period. Therefore, the Compensation Committee allocates the compensation attributable to such award equally over a five-year period as opposed to all in one year as the Summary Compensation Table requires. Accordingly, the Compensation Committee
views such award as additional compensation annually of $1,927,600 (using the grant date fair value used in the Summary Compensation Table) for Mr. Allott over the five-year vesting period in contrast to the total amount being recognized all in
one year as required in the Summary Compensation Table. The Compensation Committee granted such award to Mr. Allott in light of the fact that a previously granted performance award to Mr. Allott of 120,000 restricted stock units had fully
vested on March 1, 2014. On the same basis as described above, the Compensation Committee had allocated the compensation attributable to that vested award over the vesting period, and therefore had viewed that vested award as additional
compensation for Mr. Allot of $1,456,800 for each year during the vesting period of that vested award.
Restricted stock
units granted under the 2004 Stock Incentive Plan 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. Such dividend equivalents for a restricted stock unit are accrued as dividends and are paid to the individual upon the vesting of such restricted stock unit. 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 of the stockholders of the Company.
Retirement and Other Benefits
The Company also provides pension, 401(k), supplemental retirement, medical, disability, life insurance and other benefits to most of its executive officers for purposes of retention.
The Company does not provide retirement and other benefits to Messrs. Allott, Lewis and Greenlee. Such individuals are eligible for group
term life insurance benefits on the same general basis as all other U.S. employees of the Company and its subsidiaries, can make elective contributions to the 401(k) plan but do not receive any matching contributions from the Company and can
participate in the medical benefits provided they pay 100% of their premiums. This approach allows Messrs. Allott, Lewis and Greenlee to provide unbiased assistance to the Compensation Committee in its oversight and review of these benefits.
The other officers of the Company (including Mr. Hogan) and the officers of Silgan Containers (including
Mr. Snyder) participate in (i) the Silgan Containers Pension Plan for Salaried Employees, or the Silgan Containers Pension Plan (a defined benefit plan intended to be qualified under Section 401(a) of the Code), if such officer was
hired before 2007, (ii) the Silgan Containers Retirement Savings Plan, or the Containers 401(k) Plan (a 401(k) plan intended to be qualified under Section 401(a) of the Code, in which individuals can elect to participate and which provides
for matching contributions and, for certain individuals, a potential profit sharing contribution), (iii) the Silgan Containers Supplemental Executive Retirement Plan, as amended, or the Containers Supplemental Plan (a non-qualified defined
contribution plan that provides for contributions on behalf of
26
participating individuals which are intended to make up for benefits not payable under the pension and 401(k) plans because of limits imposed by the Code), and (iv) medical benefits and
group life insurance benefits generally available to all salaried employees on the same basis as they are available to all other salaried employees. Benefits under the Silgan Containers Pension Plan are based on the participants average rate
of base pay (or salary) over the final three years of employment, with increases to a participants rate of base pay following January 1, 2007 (or the first January 1 the participant earned base pay, if later) capped at 3% per
year for purposes of the Silgan Containers Pension Plan. The amount of average base pay taken into account for any year is limited by Section 401(a)(17) of the Code, which imposes a cap of $260,000 (to be indexed for inflation) on compensation
taken into account for 2014. Benefits under the Silgan Containers Pension Plan are not subject to any deduction for social security or other offset amounts. The Silgan Containers Pension Plan was amended in 2006 to provide that salaried employees
hired after 2006 are no longer eligible to participate in the Silgan Containers Pension Plan.
Perquisites and Other Personal Benefits
Generally, the Company does not provide its executive officers with any perquisites or other personal benefits.
Employment Agreements
Mr. Allott, President and Chief Executive Officer of the Company, entered into an employment agreement with the Company in April 2004. Mr. Allotts employment agreement provides for, among
other things, a severance benefit if Mr. Allott is terminated by the Company without cause, in an amount equal to the sum of (i) his then current annual salary plus (ii) his annual bonus, calculated at the then current maximum amount
payable pursuant to the Senior Executive Performance Plan as previously approved by the Compensation Committee (for 2015, 100% of his then current annual salary).
Mr. Lewis, Executive Vice President and Chief Financial Officer of the Company, is entitled to a severance benefit, as provided in an employment letter from the Company dated June 30, 2004, if
Mr. Lewis is terminated by the Company without cause, in an amount equal to the sum of (i) his then current annual salary plus (ii) his annual bonus, calculated at the then current maximum bonus amount payable to him as previously
approved by the Compensation Committee (for 2015, 40% of his then current annual salary).
Mr. Greenlee, Executive Vice
President and Chief Operating Officer of the Company, is entitled to a severance benefit, as provided in an employment letter from the Company dated October 1, 2007, if he is terminated by the Company without cause, in an amount equal to the
sum of (i) his then current annual salary plus (ii) his annual bonus, calculated at the then current maximum bonus amount payable to him as previously approved by the Compensation Committee (for 2015, 40% of his then current annual
salary).
Tax Deductibility
Section 162(m) of the Code disallows a federal income tax deduction to any publicly held corporation for compensation paid in excess of $1 million in any taxable year to an individual who, on the
last day of the taxable year, was (i) the chief executive officer or (ii) among the three other most highly compensated executive officers (other than the chief executive officer or chief financial officer) employed by such corporation (or
a member of its affiliated group), and allows an exception for performance-based compensation which does not count towards the $1 million limit if certain requirements are met. The Companys intention is to maximize the tax
deductibility of its compensation programs. However, because the Company believes that the use of prudent judgment in determining compensation levels is in the best interests of the Company and its stockholders, under some circumstances it may
determine to pay amounts of compensation that may not be fully deductible. The Company reserves the right to use prudent judgment in establishing compensation policies to attract and retain qualified executives to manage the Company and to reward
such executives for outstanding performance, while taking into consideration the financial impact of such actions on the Company.
27
Compensation Committee Report
The Compensation Committee has reviewed and discussed the section of this Proxy Statement titled Compensation Discussion and
Analysis with management of the Company. Based on such review and discussion, the Compensation Committee recommended to the Board of Directors of the Company that the Compensation Discussion and Analysis be included in the Proxy
Statement of the Company for its 2015 annual meeting of stockholders.
|
|
|
|
|
By the Compensation Committee of the Board of Directors:
Edward A. Lapekas John W. Alden William C. Jennings Joseph M. Jordan |
28
Summary Compensation Table
The table below summarizes the total compensation for the fiscal years ended December 31, 2014, 2013 and 2012 paid to or earned by
our Named Executive Officers, consisting of those individuals who served as Chief Executive Officer or Chief Financial Officer of the Company during 2014 and the three most highly compensated executive officers of the Company for 2014 (other than
those who served as CEO or CFO during 2014).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
|
(b) |
|
|
(c) |
|
|
(d) |
|
(e) |
|
|
(f) |
|
(g) |
|
(h) |
|
(i) |
|
(j) |
|
|
|
Name and
Principal Position |
|
Year |
|
|
Salary ($) |
|
|
Bonus ($)(1) |
|
Stock Awards ($)(2)(3) |
|
|
Option Awards ($) |
|
Non-Equity Incentive Plan Compen- sation
($)(4) |
|
Change in Pension
Value and Non-qualified Deferred Compensation Earnings ($)(5) |
|
All Other Compen- sation ($)(6)
|
|
Total ($)(3) |
|
|
Total Compensation with
Cliff Vest Stock Awards Allocated Over Vesting Period $(7) |
Anthony J. Allott |
|
|
2014 |
|
|
$ |
944,504 |
|
|
$0 |
|
$ |
10,240,375 |
|
|
$0 |
|
$944,504 |
|
$ 0 |
|
$207,422 |
|
$ |
12,336,805 |
|
|
$4,550,303 |
(President and Chief Executive Officer) |
|
|
2013 |
|
|
$ |
925,984 |
|
|
$0 |
|
$ |
752,136 |
|
|
$0 |
|
$925,984 |
|
$ 0 |
|
$ 24,977 |
|
$ |
2,629,081 |
|
|
$4,085,881 |
|
|
2012 |
|
|
$ |
903,399 |
|
|
$0 |
|
$ |
706,613 |
|
|
$0 |
|
$903,399 |
|
$ 0 |
|
$ 31,039 |
|
$ |
2,544,450 |
|
|
$4,001,250 |
|
|
|
|
|
|
|
|
|
|
|
Robert B. Lewis |
|
|
2014 |
|
|
$ |
577,004 |
|
|
$0 |
|
$ |
2,880,365 |
|
|
$0 |
|
$230,802 |
|
$ 0 |
|
$263,366 |
|
$ |
3,951,537 |
|
|
$2,352,183 |
(Executive Vice President and Chief Financial Officer) |
|
|
2013 |
|
|
$ |
565,690 |
|
|
$0 |
|
$ |
2,508,545 |
|
|
$0 |
|
$226,276 |
|
$ 0 |
|
$ 16,447 |
|
$ |
3,316,958 |
|
|
$1,981,268 |
|
|
2012 |
|
|
$ |
551,893 |
|
|
$0 |
|
$ |
102,780 |
|
|
$0 |
|
$220,757 |
|
$ 0 |
|
$ 10,533 |
|
$ |
885,963 |
|
|
$1,388,463 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adam J. Greenlee |
|
|
2014 |
|
|
$ |
577,004 |
|
|
$0 |
|
$ |
2,880,365 |
|
|
$0 |
|
$230,802 |
|
$ 0 |
|
$252,667 |
|
$ |
3,940,838 |
|
|
$2,341,484 |
(Executive Vice President and Chief Operating Officer) |
|
|
2013 |
|
|
$ |
565,690 |
|
|
$0 |
|
$ |
2,542,733 |
|
|
$0 |
|
$226,276 |
|
$ 0 |
|
$ 16,904 |
|
$ |
3,351,603 |
|
|
$2,015,913 |
|
|
2012 |
|
|
$ |
551,893 |
|
|
$0 |
|
$ |
381,143 |
|
|
$0 |
|
$220,757 |
|
$ 0 |
|
$ 12,857 |
|
$ |
1,166,650 |
|
|
$1,669,150 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Frank W. Hogan, III |
|
|
2014 |
|
|
$ |
408,044 |
|
|
$0 |
|
$ |
1,519,696 |
|
|
$0 |
|
$163,218 |
|
$111,045 |
|
$153,264 |
|
$ |
2,355,267 |
|
|
$1,555,590 |
(Senior Vice President, General Counsel and Secretary) |
|
|
2013 |
|
|
$ |
400,043 |
|
|
$0 |
|
$ |
1,376,067 |
|
|
$0 |
|
$160,017 |
|
$ (5,415) |
|
$ 36,304 |
|
$ |
1,967,016 |
|
|
$1,299,171 |
|
|
2012 |
|
|
$ |
390,286 |
|
|
$0 |
|
$ |
338,318 |
|
|
$0 |
|
$156,114 |
|
$ 55,895 |
|
$ 38,269 |
|
$ |
978,882 |
|
|
$1,230,132 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thomas J. Snyder |
|
|
2014 |
|
|
$ |
470,475 |
|
|
$0 |
|
$ |
827,761 |
|
|
$0 |
|
$ 62,818 |
|
$144,982 |
|
$ 71,797 |
|
$ |
1,577,833 |
|
|
$1,399,100 |
(President of Silgan Containers) |
|
|
2013 |
|
|
$ |
461,250 |
|
|
$0 |
|
$ |
329,060 |
|
|
$0 |
|
$143,979 |
|
$(30,740) |
|
$ 69,088 |
|
$ |
972,637 |
|
|
$1,273,957 |
|
|
2012 |
|
|
$ |
450,000 |
|
|
$0 |
|
$ |
338,318 |
|
|
$0 |
|
$ 36,653 |
|
$ 69,114 |
|
$ 69,013 |
|
$ |
963,098 |
|
|
$1,264,418 |
(1) |
Bonuses for such years were paid under applicable incentive programs of the Company and its subsidiaries and are included in column (g). |
(2) |
The amounts in column (e) reflect the grant date fair value of restricted stock units (representing the right to receive shares of Common Stock upon vesting)
granted during the applicable year pursuant to and under the 2004 Stock Incentive Plan. The grant date fair value of such restricted stock units for any individual was calculated by multiplying the average of the high and low sales prices of a share
of our Common Stock on the grant date of such restricted stock units for any individual by the number of restricted stock units granted to such individual on such grant date in accordance with FASB ASC Topic 718. |
(3) |
The amounts in columns (e) and (j) for 2014 for Messrs. Allott and Snyder and for 2014 and 2013 for Messrs. Lewis, Greenlee and Hogan include
the full amounts attributable to performance awards of restricted stock units granted to them in such years, which performance awards, if the applicable performance criteria is attained, vest all at once in a single installment at least four years
from the date of grant. These awards, or Cliff Vest Stock Awards, are made to such individuals to supplement their total compensation to keep them at competitive compensation levels and in a manner that further augments their retention, and the
Compensation Committee views these Cliff Vest Stock Awards as additional compensation for the applicable individual spread over the entire vesting period. For example, in the case of Mr. Allott, the Compensation Committee views the compensation
attributable to the Cliff Vest Stock Award of 200,000 restricted stock units granted to him on March 1, 2014 over the five-year vesting period, since |
29
|
this Cliff Vest Stock Award vests all at once on March 1, 2019. Accordingly, the Compensation Committee views such Cliff Vest Stock Award as additional compensation annually of $1,927,600
(using the grant date fair value used in the Summary Compensation Table) for Mr. Allott over the five-year vesting period, in contrast to the total compensation attributable to such Cliff Vest Stock Award of $9,638,000 being included only in
2014 as reflected in columns (e) and (j). The Compensation Committee granted such Cliff Vest Stock Award to Mr. Allott in light of the fact that a previously granted Cliff Vest Stock Award to Mr. Allott of 120,000 restricted stock
units had fully vested on March 1, 2014. On the same basis as described above, the Compensation Committee had allocated the compensation attributable to that vested Cliff Vest Stock Award over the vesting period, and therefore had viewed that
vested Cliff Vest Stock Award as additional compensation for Mr. Allott of $1,456,800 for each year during the vesting period of that vested Cliff Vest Stock Award. For further information on equity based compensation provided by the Company,
you should read the section in this Proxy Statement titled Executive CompensationCompensation Discussion and AnalysisEquity Based Compensation. |
(4) |
The amounts in column (g) consist of annual cash bonuses earned in such year and paid in the following year under applicable incentive programs of the Company and
its subsidiaries. For 2014, the annual cash bonus for Mr. Allott was earned pursuant to the Senior Executive Performance Plan, the annual cash bonuses for Messrs. Lewis, Greenlee and Hogan were earned pursuant to the Holdings Executive Officer
Program and the annual cash bonus for Mr. Snyder was earned pursuant to the incentive program for our U.S. metal container operations. An explanation as to how annual cash bonuses were calculated under such plan and programs is set forth in the
section of this Proxy Statement titled Compensation Discussion and AnalysisAnnual Cash Bonuses under Incentive Programs. |
(5) |
The amounts in column (h) represent the actuarial increase in the present value of the Named Executive Officers benefits under the applicable pension plan.
The Company does not provide above-market or preferential earnings on amounts of any Named Executive Officer under any non-qualified plan. |
(6) |
In the case of Mr. Allott, the amounts in column (i) consist of payments to him of $203,650 in 2014, $23,270 in 2013 and $31,039 in 2012 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 $3,772 for 2014 and $1,707 for 2013. In the case of Mr. Lewis, the amounts
in column (i) consist of payments to him of $261,115 in 2014, $15,429 in 2013 and $10,533 in 2012 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 $2,251 for 2014 and $1,018 for 2013. In the case of Mr. Greenlee, the amounts in column (i) consist of payments to him of $251,689 in 2014, $16,225 in 2013 and $12,857 in 2012 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 $978 for 2014 and $679 for 2013. In the case of Mr. Hogan, the amounts in column
(i) include contributions by the Company for him in the amount of $16,520 for 2014, $16,216 for 2013 and $17,425 for 2012 to the grantor trust for the Containers Supplemental Plan and in the amount of $7,800 for 2014, $7,650 for 2013 and $7,500
for 2012 to the grantor trust for the Containers 401(k) Plan. In addition, the amounts in column (i) for Mr. Hogan also include payments to him of $127,369 in 2014, $11,347 in 2013 and $12,394 in 2012 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 $1,575 for 2014, $1,091 for 2013 and $950 for 2012. In the case of Mr. Snyder, the amounts in column
(i) include contributions by Silgan Containers for him in the amount of $46,721 for 2014, $39,502 for 2013 and $44,987 for 2012 to the grantor trust for the Containers Supplemental Plan and in the amount of $15,600 for 2014, $15,300 for 2013
and $15,000 for 2012 to the grantor trust for the Containers 401(k) Plan. In addition, the amounts in column (i) for Mr. Snyder also include payments to him of $8,290 in 2014, $13,125 in 2013 and $9,026 in 2012 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 $1,186 for 2014, $1,161 for 2013 and $1,131 for 2012. |
30
(7) |
This column, which is not required under the SECs rules, supplements the other information in the Summary Compensation Table and adjusts the amounts in column (j)
to reflect the Compensation Committees view on the compensation attributable to Cliff Vest Stock Awards. These amounts consist of the total of columns (c), (d), (e), (f), (g), (h) and (i) for the corresponding year, with the amount in column
(e) for stock awards being adjusted in respect of Cliff Vest Stock Awards to include compensation attributable to such Cliff Vest Stock Awards spread evenly over the entire vesting period of such Cliff Vest Stock Awards. This presentation is
consistent with the Compensation Committees view on the compensation attributable to Cliff Vest Stock Awards, in contrast to including the full amounts of the compensation attributable to such Cliff Vest Stock Awards in the year of grant as
reflected in columns (e) and (j). For further information on equity based compensation provided by the Company, you should read the section in this Proxy Statement titled Executive CompensationCompensation Discussion AnalysisEquity
Based Compensation. |
Grants of Plan Based Awards
The following table provides information concerning each grant of an award made to our Named Executive Officers in the fiscal year ended
December 31, 2014 under any plan. All awards under non-equity incentive plans were paid under the incentive plans or programs described in the section of this Proxy Statement titled Compensation Discussion and AnalysisAnnual Cash
Bonuses under Incentive Programs, and all equity awards were made under the 2004 Stock Incentive Plan.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
(b) |
|
(c) |
|
(d) |
|
(e) |
|
(f) |
|
(g) |
|
(h) |
|
(i) |
|
(j) |
|
|
(k) |
|
(l) |
|
(m) |
|
|
|
Grant Date |
|
Date of Action of Compen- sation Committee, if Different from Grant Date |
|
Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) |
|
Estimated Future Payouts Under Equity Incentive Plan Awards |
|
All Other Stock Awards: Number of Shares of Stock or Units (#)
|
|
|
All Other Option Awards: Number of Securities Underlying Options (#) |
|
Exercise or Base Price of Option Awards ($/sh) |
|
Grant Date Fair Value of Stock and Option Award ($)(2) |
|
Name |
|
|
|
Threshold ($) |
|
Target ($) |
|
Maximum ($) |
|
Threshold (#) |
|
Target (#) |
|
Maximum (#) |
|
|
|
|
Anthony J. Allott |
|
|
|
|
|
|
|
$944,504 |
|
$944,504 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
03/01/2014 |
|
02/28/2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
212,500(3) |
|
|
|
|
|
|
$ |
10,240,375 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert B. Lewis |
|
|
|
|
|
|
|
$230,802 |
|
$230,802 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
03/01/2014 |
|
02/28/2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,500(4) |
|
|
|
|
|
|
$ |
409,615 |
|
|
|
08/08/2014 |
|
08/08/2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50,000(5) |
|
|
|
|
|
|
$ |
2,470,750 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adam J. Greenlee |
|
|
|
|
|
|
|
$230,802 |
|
$230,802 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
03/01/2014 |
|
02/28/2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,500(4) |
|
|
|
|
|
|
$ |
409,615 |
|
|
|
08/08/2014 |
|
08/08/2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50,000(5) |
|
|
|
|
|
|
$ |
2,470,750 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Frank W. Hogan, III |
|
|
|
|
|
|
|
$163,218 |
|
$163,218 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
03/01/2014 |
|
02/28/2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,900(4) |
|
|
|
|
|
|
$ |
284,321 |
|
|
|
08/08/2014 |
|
08/08/2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,000(5) |
|
|
|
|
|
|
$ |
1,235,375 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thomas J. Snyder |
|
|
|
|
|
|
|
$141,143 |
|
$282,285 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
03/01/2014 |
|
02/28/2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,900(4) |
|
|
|
|
|
|
$ |
332,511 |
|
|
|
11/06/2014 |
|
11/06/2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,000(6) |
|
|
|
|
|
|
$ |
495,250 |
|
(1) |
The amounts in columns (e) and (f) represent the target bonus award and the maximum bonus award, respectively, for each individual under the applicable
incentive plan or program in which such individual participated for 2014, which plans and programs are described in the section of this Proxy Statement titled Compensation Discussion and AnalysisAnnual Cash Bonuses under Incentive
Programs. There is no threshold bonus award under these plans and programs. Actual cash bonuses paid for 2014 are included in column (g) (Non-Equity Incentive Plan Compensation) of the Summary Compensation Table included in this Proxy
Statement. |
(2) |
The grant date fair value in column (m) is calculated by multiplying the average of the high and low sales prices for a share of our Common Stock on the applicable
grant date by the number of restricted stock units granted in accordance with FASB ASC Topic 718. No stock options were granted to any employees, including any Named Executive Officers, in 2014. |
(3) |
On March 1, 2014, the Compensation Committee approved a performance award for 12,500 restricted stock units for Mr. Allott, which restricted
stock units vest ratably over a five-year period from the grant date. On March 1, 2014, the Compensation Committee also approved a performance award for 200,000 restricted stock units for Mr. Allott, which
|
31
|
performance award was subject to the attainment by the Company of certain performance criteria for 2014 established by the Compensation Committee and would be forfeited in the event that the
Company did not attain such performance criteria for 2014. The Company attained such performance criteria for 2014, and such restricted stock units will vest all at once in a single installment on March 1, 2019. |
(4) |
These awards are awards of restricted stock units that vest ratably over a five-year period from the grant date. |
(5) |
On August 8, 2014, the Compensation Committee approved performance awards for 50,000 restricted stock units, 50,000 restricted stock units and 25,000 restricted
stock units for Messrs. Lewis, Greenlee and Hogan, respectively. Such performance awards are subject to the attainment by the Company of certain performance criteria for 2015 established by the Compensation Committee and will be forfeited in the
event that the Company does not attain such performance criteria for 2015. In the event that the Company attains such performance criteria for 2015, such restricted stock units will vest all at once in a single installment on March 1, 2019.
|
(6) |
On November 6, 2014, the Compensation Committee approved a performance award for 10,000 restricted stock units for Mr. Snyder. Such performance award is
subject to the attainment by the Company of certain performance criteria for 2015 established by the Compensation Committee and will be forfeited in the event that the Company does not attain such performance criteria for 2015. In the event that the
Company attains such performance criteria for 2015, such restricted stock units will vest all at once in a single installment on November 6, 2019. |
32
Outstanding Equity Awards at Fiscal Year-End
The following table provides information concerning stock (in the form of restricted stock units) that has not yet vested for each Named
Executive Officer outstanding as of December 31, 2014. No stock options were outstanding for any employee, including any Named Executive Officer, as of December 31, 2014.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards |
|
Stock Awards |
(a) |
|
(b) |
|
(c) |
|
(d) |
|
(e) |
|
(f) |
|
(g) |
|
(h) |
|
(i) |
|
(j) |
Name |
|
Number of Securities Underlying Unexercised Options (#) Exercisable |
|
Number of Securities Underlying Unexercised Options (#) Unexercisable |
|
Equity Incentive Plan Awards: Number
of Securities Underlying Unexercised Unearned Options (#) |
|
Option Exercise Price ($/sh)
|
|
Option Expiration Date |
|
Number of Shares or Units of Stock That Have Not Vested (#) |
|
Market Value of Shares or Units of Stock That Have Not Vested ($)(1)
|
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units
or Other Rights That Have Not Vested (#) |
|
Equity Incentive Plan Awards: Market or Payout Value
of Unearned Shares, Units or Other Rights That Have Not Vested ($) |
Anthony J. Allott |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
200(2) |
|
|
|
$ |
10,720 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
520(3) |
|
|
|
$ |
27,872 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,900(4) |
|
|
|
$ |
530,640 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,080(5) |
|
|
|
$ |
754,688 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,500(6) |
|
|
|
$ |
670,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
200,000(7) |
|
|
|
$ |
10,720,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert B. Lewis |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,000(2) |
|
|
|
$ |
214,400 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,440(8) |
|
|
|
$ |
77,184 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,960(9) |
|
|
|
$ |
373,056 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50,000(7) |
|
|
|
$ |
2,680,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,500(10) |
|
|
|
$ |
455,600 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50,000(11) |
|
|
|
$ |
2,680,000 |
|
|
|
|
|
|
|
|
|
|
|
Adam J. Greenlee |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,600(2) |
|
|
|
$ |
139,360 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,340(12) |
|
|
|
$ |
286,224 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,600(13) |
|
|
|
$ |
407,360 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50,000(7) |
|
|
|
$ |
2,680,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,500(14) |
|
|
|
$ |
455,600 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50,000(11) |
|
|
|
$ |
2,680,000 |
|
|
|
|
|
|
|
|
|
|
|
Frank W. Hogan, III |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
600(2) |
|
|
|
$ |
32,160 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
360(15) |
|
|
|
$ |
19,296 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,740(16) |
|
|
|
$ |
254,064 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,760(17) |
|
|
|
$ |
308,736 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,000(7) |
|
|
|
$ |
1,340,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,900(18) |
|
|
|
$ |
316,240 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,000(11) |
|
|
|
$ |
1,340,000 |
|
|
|
|
|
|
|
|
|
|
|
Thomas J. Snyder |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,360(2) |
|
|
|
$ |
72,896 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,120(19) |
|
|
|
$ |
60,032 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40,000(20) |
|
|
|
$ |
2,144,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,740(21) |
|
|
|
$ |
254,064 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,160(22) |
|
|
|
$ |
330,176 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,900(23) |
|
|
|
$ |
369,840 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,000(24) |
|
|
|
$ |
536,000 |
|
(1) |
The amount in column (h) is determined based on a price per share of $53.60, the closing sales price for a share of our Common Stock on the last business day of
2014 (December 31, 2014) as quoted by the Nasdaq Global Select Market System. |
(2) |
These restricted stock units vest on March 1, 2015. |
33
(3) |
These restricted stock units vest as follows: 260 on March 1, 2015; and 260 on March 1, 2016. |
(4) |
These restricted stock units vest as follows: 3,300 on March 1, 2015; 3,300 on March 1, 2016; and 3,300 on March 1, 2017. |
(5) |
These restricted stock units vest as follows: 3,520 on March 1, 2015; 3,520 on March 1, 2016; 3,520 on March 1, 2017; and 3,520 on March 1, 2018.
|
(6) |
These restricted stock units vest as follows: 2,500 on March 1, 2015; 2,500 on March 1, 2016; 2,500 on March 1, 2017; 2,500 on March 1, 2018; and
2,500 on March 1, 2019. |
(7) |
These restricted stock units vest all at once in a single installment on March 1, 2019. |
(8) |
These restricted stock units vest as follows: 480 on March 1, 2015; 480 on March 1, 2016; and 480 on March 1, 2017. |
(9) |
These restricted stock units vest as follows: 1,740 on March 1, 2015; 1,740 on March 1, 2016; 1,740 on March 1, 2017; and 1,740 on March 1, 2018.
|
(10) |
These restricted stock units vest as follows: 1,700 on March 1, 2015; 1,700 on March 1, 2016; 1,700 on March 1, 2017; 1,700 on March 1, 2018; and
1,700 on March 1, 2019. |
(11) |
These restricted stock units vest all at once in a single installment on March 1, 2019. These restricted stock units are subject to the attainment by the Company
of certain performance criteria for 2015 established by the Compensation Committee and will be forfeited in the event that the Company does not attain such performance criteria for 2015. |
(12) |
These restricted stock units vest as follows: 1,780 on March 1, 2015; 1,780 on March 1, 2016; and 1,780 on March 1, 2017. |
(13) |
These restricted stock units vest as follows: 1,900 on March 1, 2015; 1,900 on March 1, 2016; 1,900 on March 1, 2017; and 1,900 on March 1, 2018.
|
(14) |
These restricted stock units vest as follows: 1,700 on March 1, 2015; 1,700 on March 1, 2016; 1,700 on March 1, 2017; 1,700 on March 1, 2018; and
1,700 on March 1, 2019. |
(15) |
These restricted stock units vest as follows: 180 on March 1, 2015; and 180 on March 1, 2016. |
(16) |
These restricted stock units vest as follows: 1,580 on March 1, 2015; 1,580 on March 1, 2016; and 1,580 on March 1, 2017. |
(17) |
These restricted stock units vest as follows: 1,440 on March 1, 2015; 1,440 on March 1, 2016; 1,440 on March 1, 2017; and 1,440 on March 1, 2018.
|
(18) |
These restricted stock units vest as follows: 1,180 on March 1, 2015; 1,180 on March 1, 2016; 1,180 on March 1, 2017; 1,180 on March 1, 2018; and
1,180 on March 1, 2019. |
(19) |
These restricted stock units vest as follows: 560 on March 1, 2015; and 560 on March 1, 2016. |
(20) |
These restricted stock units vest all at once in a single installment on November 3, 2016. |
(21) |
These restricted stock units vest as follows: 1,580 on March 1, 2015; 1,580 on March 1, 2016; and 1,580 on March 1, 2017. |
(22) |
These restricted stock units vest as follows: 1,540 on March 1, 2015; 1,540 on March 1, 2016; 1,540 on March 1, 2017; and 1,540 on March 1, 2018.
|
(23) |
These restricted stock units vest as follows: 1,380 on March 1, 2015; 1,380 on March 1, 2016; 1,380 on March 1, 2017; 1,380 on March 1, 2018; and
1,380 on March 1, 2019. |
(24) |
These restricted stock units vest all at once in a single installment on November 6, 2019. These restricted stock units are subject to the attainment by the
Company of certain performance criteria for 2015 established by the Compensation Committee and will be forfeited in the event that the Company does not attain such performance criteria for 2015. |
34
Option Exercises and Stock Vested
The following table provides information concerning each exercise of stock options and each vesting of restricted stock units during the
fiscal year ended December 31, 2014 for each of our Named Executive Officers on an aggregated basis.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards |
|
Stock Awards |
|
(a) |
|
(b) |
|
(c) |
|
(d) |
|
|
(e) |
|
Name |
|
Number of Shares Acquired on Exercise(#) |
|
Value Realized on Exercise($) |
|
Number of Shares Acquired on Vesting(#) |
|
|
Value Realized on Vesting($)(1) |
|
Anthony J. Allott |
|
|
|
|
|
|
136,000 |
|
|
$ |
6,553,840 |
|
Robert B. Lewis |
|
|
|
|
|
|
111,940 |
|
|
$ |
5,519,889 |
|
Adam J. Greenlee |
|
|
|
|
|
|
108,400 |
|
|
$ |
5,349,296 |
|
Frank W. Hogan, III |
|
|
|
|
|
|
55,560 |
|
|
$ |
2,740,186 |
|
Thomas J. Snyder |
|
|
|
|
|
|
6,080 |
|
|
$ |
292,995 |
|
(1) |
The value realized represents the fair market value of the shares of our Common Stock issuable on the date of vesting. The fair market value was calculated based upon
the average of the high and low sales prices for a share of our Common Stock as quoted by the Nasdaq Global Select Market System on the applicable vesting date. |
Pension Benefits
The following table shows the present value of
accumulated benefits payable to each of our Named Executive Officers, including the number of years of service credited to each such Named Executive Officer, under the applicable pension plan. The basic terms of this plan are generally described in
the section of this Proxy Statement titled Executive CompensationCompensation Discussion and AnalysisRetirement and Other Benefits above. Each of Messrs. Allott, Lewis and Greenlee does not participate in and is not eligible
to participate in any pension plan of the Company or any of its subsidiaries.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
|
|
(b) |
|
(c) |
|
(d) |
|
(e) |
Name |
|
|
|
Plan Name |
|
Number of Years Credited Service(#) |
|
Present Value of Accumulated Benefit($)(1) |
|
Payments During Last Fiscal Year($) |
Anthony J. Allott |
|
|
|
|
|
|
|
|
Robert B. Lewis |
|
|
|
|
|
|
|
|
Adam J. Greenlee |
|
|
|
|
|
|
|
|
Frank W. Hogan, III |
|
Silgan Containers Pension Plan for Salaried Employees |
|
18 |
|
$401,943 |
|
$0 |
Thomas J. Snyder |
|
Silgan Containers Pension Plan for Salaried Employees |
|
25 |
|
$481,566 |
|
$0 |
(1) |
The present value of accumulated benefits under the pension plan listed above was calculated as of December 31, 2014 using the following assumptions:
|
|
(i) |
benefit commencement at normal retirement age (age 65); |
|
(ii) |
form of payment as a single life annuity; |
|
(iii) |
a discount rate of 4.10% at December 31, 2014 and 4.90% at December 31, 2013; |
|
(iv) |
post-retirement mortality determined using Mercer Industry Longevity Experience Study male annuitant mortality for Auto, Industrial Goods and Transportation with
Modified Post-2007 generational improvements for December 31, 2014 and RP-2000 Male Annuitant Mortality projected to 2022 for December 31, 2013; and |
|
(v) |
benefit values calculated without pre-retirement death, termination or disability decrements. |
35
Non-Qualified Deferred Compensation
The following table provides information with respect to each defined contribution or other plan that provides for the deferral of
compensation on a basis that is not tax qualified for each of our Named Executive Officers. Messrs. Hogan and Snyder participate in the Containers Supplemental Plan. Each of Messrs. Allott, Lewis and Greenlee does not participate in any
non-qualified deferred compensation plan of the Company or any of its subsidiaries. You should read the section of this Proxy Statement titled Executive CompensationCompensation Discussion and AnalysisRetirement and Other
Benefits above for further information regarding these plans.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
|
|
(b) |
|
(c) |
|
(d) |
|
(e) |
|
(f) |
Name |
|
|
|
Executive Contributions in Last Fiscal Year($)(1) |
|
Registrant Contributions in Last Fiscal Year($)(2) |
|
Aggregate Earnings in Last Fiscal Year($)(3) |
|
Aggregate Withdrawals/ Distributions($) |
|
Aggregate Balance at Last Fiscal Year End($) |
Anthony J. Allott |
|
|
|
|
|
|
|
|
|
|
Robert B. Lewis |
|
|
|
|
|
|
|
|
|
|
Adam J. Greenlee |
|
|
|
|
|
|
|
|
|
|
Frank W. Hogan, III |
|
$18,484 |
|
$16,520 |
|
$74,264 |
|
$0 |
|
$794,350 |
Thomas J. Snyder |
|
$21,267 |
|
$46,721 |
|
$43,459 |
|
$0 |
|
$702,914 |
(1) |
The amount in column (b) for each of Messrs. Hogan and Snyder represents contributions by him in 2014 to the Containers Supplemental Plan. These amounts are
included in column (c) Salary for Messrs. Hogan and Snyder, respectively, in the Summary Compensation Table. |
(2) |
The amount in column (c) for each of Messrs. Hogan and Snyder represents contributions for 2014 by the Company (in the case of Mr. Hogan) and by Silgan
Containers (in the case of Mr. Snyder) to the Containers Supplemental Plan. These amounts are included in column (i) All Other Compensation for Messrs. Hogan and Snyder, respectively, in the Summary Compensation Table.
|
(3) |
The amount in column (d) for each of Messrs. Hogan and Snyder consists of the appreciation and earnings on his account under the Containers Supplemental Plan.
Since this amount does not constitute above-market earnings, none of these amounts are included in the Summary Compensation Table. |
Potential Payments Upon Termination or Change of Control
Potential Payments Upon
Termination
In the event that a Named Executive Officers employment is terminated for any reason, such person is
entitled to receive amounts earned through the date of termination, including salary, amounts contributed under the applicable 401(k) plan (including, to the extent applicable, any vested contributions made by the Company or a subsidiary of the
Company), unused vacation pay and, in the case of Messrs. Hogan and Snyder, accrued and vested benefits under and pursuant to the applicable pension plan and supplemental executive retirement plan.
If the termination of a Named Executive Officers employment is not voluntary, such person may exercise any stock options granted to
him under the 2004 Stock Incentive Plan (but only if such involuntary termination was without cause) that had become exercisable as of the date of termination for a period up to 90 days after the date of termination, or in the event of death or
disability, for a period of up to one year after the date of termination. As of December 31, 2014, there were no outstanding stock options held by any of our employees, including any of our Named Executive Officers. Upon termination of
employment for any reason, all stock options and restricted stock units of a Named Executive Officer that are unvested are forfeited except as described in the section below titled Potential Payments Upon Change of Control. In addition,
if such termination is not voluntary, such person is entitled to receive a pro rata amount of his bonus for the year in which such person is terminated.
36
In addition to the foregoing, each of our Named Executive Officers is entitled to the
following:
|
|
|
In the event that his employment is terminated without cause, Mr. Allott is entitled to a lump sum severance benefit equal to his then current
annual salary plus his annual bonus (calculated at then current maximum amount payable as previously approved by the Compensation Committee). |
|
|
|
In the event that his employment is terminated without cause, Mr. Lewis is entitled to a lump sum severance benefit equal to his then current
annual salary plus his annual bonus (calculated at then current maximum amount payable as previously approved by the Compensation Committee). |
|
|
|
In the event that his employment is terminated without cause, 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 maximum amount payable as previously approved by the Compensation Committee). |
|
|
|
In the event that his employment is terminated without cause, Mr. Hogan is entitled to a lump sum severance benefit equal to his then current
annual salary. |
|
|
|
In the event that his employment is terminated without cause, Mr. Snyder is entitled to a lump sum severance benefit equal to his then current
annual salary. |
The following table sets forth the potential payments to each Named Executive Officer if
such officer had been terminated without cause on December 31, 2014.
|
|
|
|
|
|
|
|
(a) |
|
|
|
(b) |
Name |
|
|
|
Severance Payment($)(1) |
Anthony J. Allott |
|
|
$ |
1,889,008 |
|
Robert B. Lewis |
|
|
$ |
807,806 |
|
Adam J. Greenlee |
|
|
$ |
807,806 |
|
Frank W. Hogan, III |
|
|
$ |
408,044 |
|
Thomas J. Snyder |
|
|
$ |
470,475 |
|
(1) |
The amounts in column (b) consist of base salary at each persons annual salary rate at the end of 2014 plus in the case of each of Messrs. Allott, Lewis and
Greenlee a bonus for 2014 at the maximum amount payable to him as described above. |
Potential Payments Upon Change of Control
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 involving the Company, other than in respect of outstanding stock options and restricted stock units granted under the 2004 Stock Incentive Plan. For stock options and restricted stock units granted under the 2004 Stock Incentive
Plan, upon a change of control all such stock options shall become exercisable and all such restricted stock units shall become vested, unless the acquiring or surviving corporation assumes such stock options and/or restricted stock units. In such
case, if the employment of a holder of any such assumed stock option or restricted stock unit, including a Named Executive Officer, is terminated without cause within 24 months of such change of control, then all such assumed stock options of such
holder shall become immediately exercisable and all such assumed restricted stock units of such holder shall become immediately vested. Notwithstanding the foregoing, the 2004 Stock Incentive Plan provides that the applicable award agreement shall
govern the treatment of an award upon a change in control, which may differ from the foregoing, and any such provision for a change in control shall be in a manner consistent with the provisions of Section 409A of the Code.
Based upon a price per share of $53.60 (the closing sales price of a share of our Common Stock on December 31, 2014, the last
business day of 2014 as quoted by the Nasdaq Global Select Market System) and the number of restricted stock units held by our Named Executive Officers that were unvested as of December 31, 2014 (information concerning such unvested restricted
stock units is provided in the Outstanding Equity Awards
37
at Fiscal Year-End Table), we estimate the value related to the immediate vesting of these unvested restricted stock units held by each of our Named Executive Officers upon a change of control
involving the Company (assuming the acquiring or surviving corporation does not assume the outstanding restricted stock units under the 2004 Stock Incentive Plan) to be as follows:
|
|
|
|
|
|
|
|
(a) |
|
|
|
(b) |
Name |
|
|
|
Value Related to Immediate Vesting of Unvested Restricted Stock Units
($)(1) |
Anthony J. Allott |
|
$12,713,920 |
Robert B. Lewis |
|
$ 6,480,240 |
Adam J. Greenlee |
|
$ 6,648,544 |
Frank W. Hogan, III |
|
$ 3,610,496 |
Thomas J. Snyder |
|
$ 3,767,008 |
(1) |
As of December 31, 2014, there were no outstanding stock options held by any of our employees, including any of our Named Executive Officers.
|
38
PROPOSAL 2: APPROVAL OF THE AMENDED AND RESTATED
SILGAN HOLDINGS INC. 2004 STOCK INCENTIVE PLAN AND REAPPROVAL
OF THE MATERIAL TERMS OF THE PERFORMANCE GOALS UNDER THE
AMENDED AND RESTATED SILGAN HOLDINGS INC. 2004 STOCK INCENTIVE PLAN
You
are being asked to approve the Amended and Restated Silgan Holdings Inc. 2004 Stock Incentive Plan (for purposes of this proposal only, the Restated Plan) and to reapprove the material terms of the performance goals under the Restated
Plan. The Silgan Holdings Inc. 2004 Stock Incentive Plan, as amended (for purposes of this proposal only, the Plan), was initially approved and adopted by our Board of Directors and Compensation Committee effective as of April 12,
2004, and approved by our stockholders at our annual meeting of stockholders on May 27, 2004. Our Board of Directors and Compensation Committee subsequently approved and adopted an amendment to the Plan effective as of March 15, 2005, and
our stockholders approved that amendment to the Plan at our annual meeting of stockholders on May 23, 2005. Our Board of Directors and Compensation Committee subsequently approved and adopted a second amendment to the Plan effective as of
April 9, 2009, and our stockholders approved that second amendment to the Plan at our annual meeting of stockholders on May 26, 2009. Our stockholders reapproved the material terms of the performance goals under the Plan, which remain
unchanged under the Restated Plan, at our annual meeting of stockholders on May 27, 2014. The purpose of the Restated Plan is to promote the long-term success of the Company and the creation of stockholder value by (i) encouraging officers
and other key employees and non-employee directors of the Company to focus on critical long-range objectives, (ii) encouraging the attraction and retention of officers and other key employees and non-employee directors with exceptional
qualifications and (iii) linking officers and other key employees and non-employee directors of the Company directly to stockholder interests through increased stock ownership. The Restated Plan provides for awards of stock options, stock
appreciation rights, restricted stock, restricted stock units and performance awards.
Changes Effected by the Restated Plan
The Restated Plan was approved and adopted by our Board of Directors, effective as of April 3, 2015, subject to
approval of the Restated Plan by our stockholders at the Meeting. As discussed below, the Restated Plan will effect the following changes to the Plan (which are in addition to certain non-substantive clarifications and improvements):
|
|
|
Increase the number of shares of our Common Stock available for issuance by an additional 3,000,000 shares to 9,600,000 (which includes 5,979,380
shares previously issued or subject to outstanding awards), for a total number of shares remaining available for issuance pursuant to future awards under the Restated Plan as of the Record Date of 3,620,620, which equates to a maximum number of
1,810,310 shares that could be issued pursuant to future restricted share and restricted stock unit awards under the Restated Plan utilizing the Restated Plans two-to-one fungible share counting ratio applicable to such awards;
|
|
|
|
Extend the termination date from May 27, 2016 to December 31, 2022; |
|
|
|
Implement a minimum vesting period of one year for restricted share and restricted stock unit awards for newly hired employees and maintain the minimum
vesting period of three years for all other restricted share and restricted stock unit awards to employees; |
|
|
|
Clarify that the prohibition on repricing of stock options and stock appreciation rights applies to the cancelation of an underwater stock option or
stock appreciation right and the issuance of a substitute stock option or stock appreciation right with a lower exercise price, or the cancelation of an underwater stock option or stock appreciation right in exchange for a substitute award or a cash
payment; |
|
|
|
Clarify that shares withheld in order to pay taxes or any exercise price on stock options and stock appreciation rights, as well as all shares subject
to exercised stock-settled stock appreciation rights, are deemed issued and will not be available for future issuance; and |
39
|
|
|
Increase the fair market value of the annual award granted to non-employee directors from $50,000 to $90,000. |
In addition, Section 162(m) of the Code (Section 162(m)) imposes limitations on the amount of compensation expense
that a publicly held corporation may deduct for federal income tax purposes. In general, the Company may not deduct compensation in excess of $1 million paid in a taxable year to an individual who, on the last day of the taxable year, was
(i) the Chief Executive Officer of the Company or (ii) among the three other most highly compensated executive officers of the Company (other than the Chief Executive Officer or Chief Financial Officer of the Company). However,
compensation that qualifies as performance-based is not subject to this deduction limitation. Awards made pursuant to the Restated Plan may constitute performance-based compensation that is not subject to the deductibility limitation of
Section 162(m). Since the Compensation Committee, which administers the Plan and will administer the Restated Plan, has the authority to change the targets under the performance goals set forth in the Restated Plan, our stockholders must
approve the material terms of the performance goals under the Restated Plan at least every five years. The material terms of the performance goals under the Plan (which remain unchanged under the Restated Plan) were last approved by our stockholders
in 2014. At the Meeting, the Company is seeking approval by our stockholders of the Restated Plan and reapproval of the material terms of the performance goals under the Restated Plan.
A copy of the Restated Plan is set forth as Appendix A to this Proxy Statement.
Voting Required
Stockholder approval of the Restated Plan and reapproval
of the material terms of the performance goals under the Restated Plan requires the favorable vote of a majority of the votes cast at the Meeting. If stockholders do not approve the Restated Plan and reapprove the material terms of the performance
goals under the Restated Plan, the Restated Plan will have no effect. In such case, the maximum number of shares of our Common Stock available for issuance under the Plan will remain unchanged at 6,600,000 shares (which includes an aggregate of
5,979,380 shares previously issued under the Plan or subject to outstanding awards under the Plan, resulting in 620,620 shares being available for issuance pursuant to future awards under the Plan) and the termination date under the Plan will not be
extended and will remain unchanged at May 27, 2016. In addition, if stockholders do not approve the Restated Plan and reapprove the material terms of the performance goals under the Restated Plan, we may continue to grant awards under the Plan
until the Plan terminates to the extent there are shares of our Common Stock available for issuance thereunder, however, no performance based compensation will be paid under the Plan pursuant to the provisions of Section 162(m) after our annual
meeting of stockholders in 2019.
The material terms of the performance goals used to determine compensation payable under the
Restated Plan include: (i) the class of employees eligible to receive awards thereunder; (ii) the types of business criteria on which the payments of such awards are based; and (iii) the maximum amount of awards that can be paid
during a specified period to any senior executive thereunder. A description of the Restated Plan, including such material terms, and a description of changes to the Plan proposed by the Restated Plan, is provided below. Such descriptions are
qualified in their entirety by the actual provisions of the Restated Plan included in this Proxy Statement. Approval by our stockholders of the Restated Plan will constitute reapproval by our stockholders of the material terms of the performance
goals thereunder.
Description of the Restated Plan
Shares Available Under the Restated Plan
As of the Record Date,
there were 1,041,017 shares of our Common Stock subject to outstanding awards under the Plan, and the number of shares of our Common Stock authorized and remaining available for issuance pursuant to future awards under the Plan was 620,620. If our
stockholders approve the Restated Plan, the maximum number of shares of our Common Stock available for issuance under the Restated Plan will increase by 3,000,000 shares, from 6,600,000 shares to 9,600,000 shares (which includes 5,979,380 shares
previously issued or subject to outstanding awards), and the total number of shares of our Common Stock remaining
40
available for issuance pursuant to future awards under the Restated Plan will increase by 3,000,000 to 3,620,620, which would equate to a maximum of 1,810,310 shares that could be issued pursuant
to future full value awards such as restricted shares and restricted stock units when applying the two-to-one fungible share counting ratio applicable to such awards in the Restated Plan. If this proposal is approved by our stockholders, we
anticipate that we will have sufficient shares of Common Stock reserved to make equity grants to participants for at least the next five years based on our past practices. The closing sales price of our Common Stock was $57.75 per share on
April 10, 2015, as quoted by the Nasdaq Global Select Market System.
As of the Record Date, the Companys
equity overhang, or the percentage of outstanding shares of our Common Stock (plus shares that could be issued pursuant to plans) represented by all equity awards granted and available for future grant under all plans, was 2.2% (not
taking into account the additional shares that would be available for awards under the Restated Plan). Equity overhang is calculated as all shares issuable upon exercise of outstanding stock options and vesting of outstanding restricted stock units
plus all shares available for future grants under all plans, divided by the sum of (a) the number of shares of our Common Stock outstanding plus (b) the number of shares in the numerator. The Company does not currently have any outstanding
stock options or any equity plans other than the Plan. Our equity overhang has been calculated on the assumption that all shares available for future grant are in the form of restricted stock units, as the Compensation Committee has issued only
restricted stock units under the Plan since 2005 (although the Compensation Committee may issue other types of awards under the Plan as described below). If the Restated Plan is approved by our stockholders at the Meeting, the equity overhang
represented by all equity awards granted and available for future grant under all plans would have been approximately 4.5% as of the Record Date. The Companys equity overhang has ranged between 2.2% and 4.2% from 2009 and has averaged
approximately 3.2% over such period.
Another measurement that may be considered meaningful by some stockholders in connection
with a proposal to increase the number of shares available for issuance under an equity plan is the burn rate. The burn rate is calculated as all stock options and restricted stock units granted in a fiscal year, divided by the number of
shares of our Common Stock outstanding at the end of that fiscal year. Our burn rate for 2014 was 0.74%, for 2013 was 0.48% and for 2012 was 0.42% and for the last five years has averaged 0.42%. The proposed increase in the number of shares of our
Common Stock available for issuance under the Restated Plan by an additional 3,000,000 shares is generally consistent with our anticipated average burn rate of approximately 0.42% over the next five years. Our anticipated average burn rate over the
next five years was calculated assuming that the Compensation Committee continues to issue only restricted stock units under the Restated Plan as it has since 2005 (although the Compensation Committee may issue other types of awards under the
Restated Plan as described below).
Each award of stock options or stock appreciation rights under the Restated Plan reduces
the number of shares of our Common Stock available for future issuance under the Restated Plan by the number of shares of our Common Stock subject to the award. For this purpose, if a stock option and a stock appreciation right are awarded in tandem
so that the exercise of one results in the cancelation of the other, then the stock option and the stock appreciation right are deemed to relate to the same share. In contrast, each award of restricted shares or restricted stock units under the
Restated Plan reduces the number of shares of our Common Stock available for future issuance under the Restated Plan by two shares for every one restricted share or restricted stock unit awarded.
Shares of our Common Stock subject to awards that are forfeited are added back to the share reserve under the Restated Plan. If the
Company assumes or converts awards made under a plan of another entity that the Company acquires or merges with, those assumed or converted awards do not reduce the number of shares of our Common Stock available for future issuance under the
Restated Plan.
Appropriate adjustments may be made to the maximum number of shares of our Common Stock available for issuance
under the Restated Plan in the event of a stock split, stock dividend, reclassification or similar event. Such events may also result in adjustments to the number of shares of our Common Stock subject to awards previously granted under the Restated
Plan.
41
Administration
The Compensation Committee is responsible for administering the Restated Plan. The Compensation Committee selects or approves award recipients, sets the terms and conditions of awards, makes adjustments
to outstanding awards and to the share reserve as permitted by the Restated Plan, interprets the Restated Plan and prescribes rules for administering the Restated Plan. While the Compensation Committee is permitted to amend outstanding awards, it is
not permitted to reduce the exercise price of any outstanding stock option or stock appreciation right without obtaining approval of our stockholders.
Eligibility and Limits on Awards
The Compensation Committee retains
the sole discretion to select or approve the selection of employees to receive awards under the Restated Plan. Each of the approximately 55 officers and other key employees of the Company and its subsidiaries is potentially eligible to receive
awards under the Restated Plan. Currently, each of the non-employee directors of the Company receives restricted shares or restricted stock units under and in accordance with the Plan. We currently have six non-employee directors.
No more than 900,000 shares of our Common Stock in the aggregate may be granted to any employee in any period of 36 consecutive months
pursuant to stock options and stock appreciation rights. In addition, no more than 450,000 shares of our Common Stock in the aggregate may be awarded to any one employee during any period of 36 consecutive months pursuant to awards of restricted
shares or restricted stock units or otherwise pursuant to performance awards. Each of the foregoing maximum aggregate number of shares of our Common Stock set forth in this paragraph is subject to adjustment in the event of a stock split, stock
dividend, reclassification or similar event (and reflect the effect of the Companys two 2-for-1 stock splits that have occurred since the adoption of the Plan in 2004).
The limits described above are not intended to indicate that all of these awards are or will be made, or that awards are or will be made up to these limits.
Types of Awards
Stock Options and Stock Appreciation Rights. Stock options give the holder the right to purchase shares of our Common Stock at a
specified exercise price. Stock appreciation rights give the holder the right to receive, without any payment on the holders part, the excess of the fair market value of the shares of our Common Stock subject to the right at the time of
exercise over a specified exercise price. All stock options granted under the Restated Plan will be nonqualified stock options for federal income tax purposes.
The exercise price of a stock option or stock appreciation right may not be less than the fair market value of the shares of our Common Stock subject to the award on the date of grant. Awards to employees
become fully vested over a period no shorter than 12 months and have a term no longer than seven years. The ability to exercise vested stock options and stock appreciation rights after termination of employment is limited.
Stock appreciation rights may be granted alone or in tandem with a grant of stock options. When granted in tandem, the exercise of a
stock option for a specified number of shares cancels the stock appreciation right for the same number of shares, and exercise of the stock appreciation right has a similar impact on the shares available under the stock option. Stock appreciation
rights may be payable in cash or in shares of our Common Stock, or a combination of both, in each case having a value equal to the excess of the fair market value of the shares of our Common Stock subject to the stock appreciation right at the time
of exercise over the exercise price. The Compensation Committee may permit or require such payments to be made in a lump sum or in installments.
Restricted Shares and Restricted Stock Units. Restricted shares are actual shares of our Common Stock that are subject to vesting requirements and transfer restrictions. A restricted stock unit
represents the right to receive one share of our Common Stock at a future date. Restricted stock units are subject to vesting requirements and
42
may permit the holder to defer receipt of actual shares of our Common Stock to a date subsequent to the date the restricted stock units vest. Awards of restricted shares and restricted stock
units generally do not require the recipient to pay for the shares of our Common Stock, but the Compensation Committee may require payment for restricted shares.
Restricted shares and restricted stock units awarded to employees may become vested over a period no shorter than three years from the date of grant, except that awards to new employees may vest more
quickly but over a period of at least one year. Awards of restricted shares to non-employee directors may vest over a period no shorter than 12 months. Holders of restricted shares have the same voting and dividend rights as other holders of shares
of our Common Stock. While holders of restricted stock units have no voting and dividend rights, as they do not hold actual shares of our Common Stock, awards of restricted stock units may provide for dividend equivalents.
Performance Awards. A performance award under the Restated Plan is an award of restricted shares or restricted stock units where
the grant of the award, or the vesting of the award, is subject to the attainment of specified performance goals. The Compensation Committee sets performance goals over periods that it selects in advance, which cannot be shorter than 12 months, and
after the end of each period the Compensation Committee confirms the extent to which those goals are attained. The performance goals are based on the attainment by the Company, or by one or more business units or subsidiaries of the Company, of
specified levels of performance criteria, which may include one or more of the following:
|
|
|
pre-tax or after-tax income; |
|
|
|
income from operations; |
|
|
|
earnings before interest expense and provision for income taxes (EBIT); |
|
|
|
earnings before interest expense, provision for income taxes, depreciation and amortization expenses (EBITDA); |
|
|
|
economic value added (EVA); |
|
|
|
return on net or total assets; |
|
|
|
free cash flow from operations; |
|
|
|
free cash flow per share; |
|
|
|
return on invested capital; |
|
|
|
return on stockholders equity; |
|
|
|
total stockholder return; and |
|
|
|
performance of the Companys stock price. |
The Compensation Committee determines whether to measure performance under these criteria in absolute terms or in comparison to the performance of other corporations. In applying these criteria to a
particular period, the Compensation Committee may, in its discretion, exclude the impact of the following: unusual or infrequently occurring charges (including, without limitation, the impact from any foreign currency devaluations and acquisition
termination fees (net of related costs)); the amount of all charges and expenses incurred or income earned in connection with any refinancing, restructuring, rationalization, recapitalization or reorganization; the
43
cumulative effect of accounting changes; discontinued operations; and any business units, divisions, subsidiaries or other entities sold or acquired. Notwithstanding the attainment of the
performance goals for a particular period, the Compensation Committee may decrease the amount payable under any individuals performance award, as long as that action does not increase the payment to any other holder of a performance award.
Director Awards. Pursuant to the Restated Plan, as of the first business day following the day of each annual meeting
of our stockholders (including the Meeting), each non-employee director is awarded either restricted shares of our Common Stock or restricted stock units related to shares of our Common Stock, with an aggregate fair market value of $90,000 as of the
date of grant, rounded down to the nearest number of whole shares or whole stock units. Awards to non-employee directors will vest over a period no shorter than twelve months.
Deferral
The Compensation Committee may permit a participant to
defer receipt of any cash that otherwise would be paid as a result of the exercise of a stock appreciation right, or of any Common Stock that otherwise would be delivered as restricted shares or as a result of the exercise of a stock option or stock
appreciation right or the settlement of restricted stock units. The Compensation Committee may also prescribe rules for the treatment of deferred amounts in the event of a participants termination of service. A deferral may be credited with
dividend equivalents, interest or other forms of investment return, as determined by the Compensation Committee. Any dividend equivalents provided on the deferral amounts are paid immediately to the participant. A participant does not have voting
rights with respect to deferred shares of Common Stock until the shares are distributed to the participant.
Change in Control
Equity awards are subject to double trigger change in control vesting, which means that in the event of a
change in control of the Company, as defined in the Restated Plan, all outstanding stock options and stock appreciation rights will become vested and exercisable, unless the acquiring or surviving corporation assumes those awards or substitutes its
own stock for the shares underlying the awards. Also, a change in control will result in the waiver of all restrictions with respect to outstanding restricted shares and restricted stock units and any performance awards that have been earned but
remain unvested will immediately become vested, in each case unless the acquiring or surviving corporation assumes the awards or substitutes its own stock for the shares underlying the awards. A participants assumed or substituted stock
options, stock appreciation rights, restricted shares, restricted stock units and performance awards will immediately vest if the participants service with the Company or the acquiring or surviving corporation is terminated involuntarily
without cause within 24 months after the change in control.
Unless an award provides otherwise, any amounts credited to a
deferred compensation account will continue to be deferred following a change in control if our Common Stock continues to be publicly traded. If our Common Stock is not publicly traded following the change in control, the full value of the deferred
amounts will be settled in cash and immediately distributed to the participant.
Transfer
Awards may not be transferred by a participant other than by will or the laws of descent and distribution, except that restricted shares
may be freely transferred after the restrictions lapse or are satisfied and unrestricted shares of Common Stock are delivered.
Amendment and Termination
The Restated Plan may be amended or terminated by the Board of Directors at any time without stockholder approval, except that any material revision to the terms of the Restated Plan requires stockholder
approval before it can be effective. A revision is material for this purpose if, among other changes, it materially increases the
44
number of shares of our Common Stock that may be issued under the Restated Plan (other than an increase pursuant to an adjustment for stock splits, stock dividends or other events permitting
adjustments under the Restated Plan), changes the types of awards under the Restated Plan, materially expands the class of persons eligible to receive awards under the Restated Plan, materially extends the term of the Restated Plan, materially
decreases the exercise price at which stock options or stock appreciation rights may be granted in the future, reduces the exercise price of outstanding stock options or stock appreciation rights or results in the replacement of outstanding stock
options or stock appreciation rights with awards that have a lower exercise price. No amendment of the Restated Plan can adversely affect the rights of any holder of an outstanding award without the holders written consent.
If not terminated earlier by the Board of Directors, the Plan will automatically terminate on May 27, 2016. If stockholders of the
Company approve the Restated Plan, the Restated Plan will automatically terminate on December 31, 2022, if not terminated earlier by the Board of Directors. No awards may be granted under the Restated Plan after it is terminated, but any
previously granted awards will remain in effect until they expire in accordance with the terms of the Restated Plan and the applicable award agreements.
New Benefits
The awards that will be granted in the future under the
Restated Plan are not currently determinable, other than awards to non-employee directors. The following table sets forth information with respect to awards to be granted to non-employee directors under the Restated Plan each year, if the Restated
Plan is approved by our stockholders at the Meeting.
|
|
|
|
|
|
|
|
Name and Position |
|
Annual Dollar Value ($) |
|
Types of Awards and
Number of Units |
All current directors who are not |
|
$540,000 |
|
Restricted shares and/or restricted stock units |
employees, as a group |
|
|
The options that will be granted in the future under the Restated Plan are not currently determinable. No
options have been granted under the Plan since 2004.
Federal Income Tax Consequences
The following is a brief summary of the current principal United States federal income tax consequences of the grant, exercise and
disposition of awards under the Restated Plan. This summary is not intended to be exhaustive and, among other things, does not describe state, local or foreign tax consequences.
Stock Options and Stock Appreciation Rights
A participant does not
recognize any income at the time a stock option or stock appreciation right is granted, nor is the Company entitled to a deduction at that time. When a stock option is exercised, the holder recognizes ordinary income in an amount equal to the excess
of the fair market value of shares of Common Stock received as of the date of exercise over the exercise price. When a stock appreciation right is exercised, the holder recognizes ordinary income in an amount equal to the cash received or, if the
right is paid in shares of Common Stock, the fair market value of our Common Stock received as of the date of exercise. Payroll taxes are required to be withheld from the holder on the amount of ordinary income recognized by the holder. The Company
is entitled to a tax deduction with respect to a stock option or stock appreciation right at the same time and in the same amount as the holder recognizes income.
Restricted Shares
A participant does not recognize any income at
the time restricted shares of our Common Stock are granted, nor is the Company entitled to a deduction at that time. In the year in which restrictions on restricted shares lapse,
45
the participant recognizes ordinary income in an amount equal to the excess of the fair market value of the shares on the date of vesting over the amount, if any, that the participant paid for
the shares. A participant may, however, elect within 30 days after receiving restricted shares to recognize ordinary income in the year of receipt instead of the year of vesting. If an election is made, the amount of income recognized by the
participant is equal to the excess of the fair market value of the shares on the date of receipt over the amount, if any, the participant paid for the shares. Payroll taxes are required to be withheld on the income recognized by the participant. The
Company will be entitled to a tax deduction at the same time and in the same amount as the participant recognizes income.
Restricted
Stock Units
A participant does not recognize any income at the time a restricted stock unit is granted, nor is the
Company entitled to a deduction at that time. When payment on a restricted stock unit is made, the participant recognizes ordinary income in an amount equal to the fair market value of the shares of Common Stock received. Payroll taxes are required
to be withheld on the income recognized by the participant (or, if the award is subject to a vesting schedule, on the vesting date). The Company is entitled to a tax deduction at the same time and in the same amount as the participant recognizes
income.
Performance Awards
A participant does not recognize any income at the time a performance award is granted, nor is the Company entitled to a deduction at that time. To the extent a performance award is paid in restricted
shares, a participant recognizes compensation income in the year in which the award vests and in the amount of the fair market value of the shares of Common Stock as of the vesting date. To the extent a performance award is paid in restricted stock
units, a participant recognizes compensation in the year of payment in the amount of the fair market value of the shares of Common Stock as of the payment date. Payroll taxes are required to be withheld on performance awards on the vesting date (or,
if the award is not subject to a vesting schedule, on the payment date). The Company is entitled to a tax deduction at the same time and in the same amount as the participant recognizes income.
Code Section 162(m)
With certain exceptions, Section 162(m) limits the Companys deduction for compensation in excess of $1 million paid to covered employees. Compensation paid to covered employees is not
subject to the deduction limitation, however, if it is considered qualified performance-based compensation within the meaning of Section 162(m), as described in the introductory paragraphs to this proposal. The Company has designed
the Restated Plan so that stock options, stock appreciation rights and awards of restricted shares and restricted stock units that are performance awards granted to covered employees under the Restated Plan may be qualified performance-based
compensation, and therefore may be deducted for federal income tax purposes by the Company.
Code Section 409A
Awards that result in the deferral of compensation are subject to ordinary income tax and penalties in the year of
vesting unless they satisfy the requirements of Section 409A of the Code. It is the intent of the Company to structure awards and administer the Restated Plan in a manner that complies with the requirements of Section 409A.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE APPROVAL OF THE AMENDED AND RESTATED SILGAN HOLDINGS INC. 2004 STOCK
INCENTIVE PLAN AND THE REAPPROVAL OF THE MATERIAL TERMS OF THE PERFORMANCE GOALS UNDER THE AMENDED AND RESTATED SILGAN HOLDINGS INC. 2004 STOCK INCENTIVE PLAN.
46
EQUITY COMPENSATION PLAN INFORMATION
In the table below, we provide information about equity securities of the Company authorized for issuance under all of the Companys
equity compensation plans. The information is as of December 31, 2014.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
(b) |
|
(c) |
Plan Category |
|
Number of securities to be issued upon exercise of outstanding
options, warrants and rights(1) |
|
Weighted average exercise price
of outstanding options, warrants and rights(2) |
|
Number of securities remaining available for future issuance
under equity compensation plans (excluding securities reflected in column (a)) |
Equity compensation plans approved by security holders |
|
|
|
1,013,683 |
(3) |
|
|
|
|
|
|
|
|
918,820 |
(4) |
Equity compensation plans not approved by security holders |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
1,013,683 |
|
|
|
|
|
|
|
|
|
918,820 |
|
(1) |
This column contains information regarding restricted stock units that represent the right to receive our Common Stock only. We do not have any options, warrants or
other rights outstanding. |
(2) |
Our outstanding restricted stock units do not have any exercise price. We do not have any options, warrants or other rights outstanding. |
(3) |
This amount consists of restricted stock units that represent the right to receive 1,013,683 shares of our Common Stock granted under the 2004 Stock Incentive Plan.
|
(4) |
This amount consists of awards related to shares of our Common Stock available for future issuance under the 2004 Stock Incentive Plan. As of the date hereof, there are
620,620 shares of our Common Stock available for future issuance under the 2004 Stock Incentive Plan. In accordance with the 2004 Stock Incentive Plan, each award of stock options reduces the number of shares of our Common Stock available for
future issuance under the 2004 Stock Incentive Plan by the same number of shares of our Common Stock subject to the award, while each award of restricted stock or restricted stock units reduces the number of shares of our Common Stock available for
future issuances under the 2004 Stock Incentive Plan by two shares for every one restricted share or restricted stock unit awarded. |
47
REPORT OF THE AUDIT COMMITTEE
The Audit Committee is governed by a written charter approved by the Companys Board of Directors. A copy of the written charter of
the Audit Committee was filed as Appendix A to the Companys Proxy Statement on Schedule 14A filed with the SEC on April 25, 2013. In accordance with the written charter of the Audit Committee, the applicable listing standards of the
Nasdaq Stock Market and the applicable rules of the SEC, all members of the Audit Committee are independent. The Audit Committee held nine meetings during 2014.
The Audit Committee provides assistance to the Board of Directors of the Company in fulfilling its oversight responsibility relating to the Companys consolidated financial statements and financial
reporting process, systems of internal accounting and financial controls, internal audit activities and compliance with legal and regulatory requirements relating to accounting and financial reporting matters and the annual independent audits of the
Companys consolidated financial statements and the effectiveness of the Companys internal control over financial reporting. Management of the Company is responsible for the consolidated financial statements and reporting process of the
Company, including maintaining effective internal control over financial reporting and assessing the effectiveness of the Companys internal control over financial reporting. Ernst & Young LLP, the independent registered public
accounting firm of the Company, is responsible for performing an independent audit of the Companys consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) and for
issuing a report thereon. The independent registered public accounting firm is also responsible for auditing the effectiveness of the Companys internal control over financial reporting. The Audit Committees responsibility is to oversee
these audits and the financial reporting process of the Company.
In fulfilling its oversight responsibilities, the Audit
Committee discussed with management, the Companys internal auditors and the Companys independent registered public accounting firm the overall scope and plans for the Companys audits. The Audit Committee met with the Companys
internal auditors and independent registered public accounting firm, with and without management present, to discuss the Companys audits, the Companys consolidated financial statements and the effectiveness of the Companys internal
control over financial reporting. The Audit Committee also reviewed and discussed with management and the Companys independent registered public accounting firm the audited consolidated financial statements of the Company included in the
Companys Annual Report on Form 10-K for the year ended December 31, 2014. Additionally, the Audit Committee reviewed with management its report on its assessment of the effectiveness of the Companys internal control over financial
reporting and the independent registered public accounting firms report on the effectiveness of the Companys internal control over financial reporting.
The Audit Committee has received the written disclosures and the letter from the Companys independent registered public accounting firm required by the applicable requirements of the Public Company
Accounting Oversight Board regarding such firms communications with the Audit Committee concerning independence, and has discussed with the Companys independent registered public accounting firm such firms independence. The Audit
Committee has also considered the compatibility of nonaudit services with such firms independence. Additionally, in assessing such firms independence, the Audit Committee reviewed the amount of fees paid to the Companys independent
registered public accounting firm for audit and nonaudit services.
The Audit Committee has also discussed with the
Companys independent registered public accounting firm the matters required to be discussed by Statement on Auditing Standards No. 61, as amended, as adopted by the Public Company Accounting Oversight Board in Rule 3200T.
In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors of the Company
that the audited consolidated financial statements be included in the Companys Annual Report on Form 10-K for the year ended December 31, 2014 for filing with the SEC.
The Audit Committee is also directly responsible for the appointment, compensation, retention and oversight of the work of the
independent registered public accounting firm of the Company. Accordingly, the
48
Audit Committee has approved, subject to stockholder ratification, the selection of Ernst & Young LLP as the Companys independent registered public accounting firm for the fiscal
year ending December 31, 2015.
The Audit Committee has adopted a formal policy, consistent with its written charter,
that requires its approval in advance for any audit, audit-related, tax and other services to be performed by the Companys independent registered public accounting firm. Pursuant to its formal policy, the Audit Committee approved in advance
all audit, audit-related, tax and other services performed by the Companys independent registered public accounting firm in 2014. This policy provides that the Audit Committee may delegate to any of its members the authority to approve in
advance any audit and nonaudit services to be performed by the Companys independent registered public accounting firm, and, in such case, requires such member to report any decisions to the Audit Committee at its next scheduled meeting.
By the Audit Committee of the Board of Directors:
William C. Jennings
John W. Alden
Joseph M. Jordan
Edward A. Lapekas
49
PROPOSAL 3: RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Appointment of Independent Registered Public Accounting Firm
The
Audit Committee of the Board of Directors of the Company has appointed Ernst & Young LLP as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2015. The Board of Directors of the
Company is requesting ratification of this appointment by the stockholders of the Company. It should be noted however that, even if this appointment is ratified by the stockholders of the Company, the Audit Committee in its discretion may replace
the Companys independent registered public accounting firm and appoint a new independent registered public accounting firm for the Company at any time during the year if it determines that such a change would be in the best interests of the
Company.
A representative of Ernst & Young LLP is expected to be present at the Meeting and to be available to
respond to appropriate questions from those attending the Meeting, but is not otherwise expected to make a statement.
THE
BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANYS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015.
Independent Registered Public Accounting Firm Fee Information
Audit Fees
Fees for audit services rendered by
Ernst & Young LLP in 2014 and 2013 totaled $3.2 million and $3.3 million, respectively, in connection with the audit of the Companys consolidated financial statements for such years, reviews of the Companys unaudited financial
statements included in its Quarterly Reports on Form 10-Q for such years, the audit of the effectiveness of the Companys internal control over financial reporting for such years and statutory audits of foreign subsidiary financial statements
for such years.
Audit-Related Fees
Fees for audit-related services rendered by Ernst & Young LLP in 2014 and 2013 totaled $0.2 million and $0.1 million, respectively. Services provided in both 2014 and 2013 were in respect of
agreed upon procedures for certain contracts, preparation of a tax certification attestation report for a foreign subsidiary, assistance in connection with other SEC filings and compilations of foreign subsidiary financial statements. Services
provided in 2014 also included assistance with due diligence related to corporate development activities.
Tax Fees
Fees for tax services rendered by Ernst & Young LLP in each of 2014 and 2013 totaled $0.4 million. Such
services consisted of tax compliance services and tax assistance and advice.
All Other Fees
In 2014 and 2013, Ernst & Young LLP did not render any other services to the Company.
50
PROPOSAL 4: ADVISORY VOTE TO APPROVE
COMPENSATION OF NAMED EXECUTIVE OFFICERS
At our annual meeting of stockholders in 2011, for the advisory vote on the frequency of future advisory votes on the compensation of the Companys Named Executive Officers, a frequency of every year
received a majority of the votes cast at such meeting. In light of this result and other factors considered by the Board of Directors of the Company, the Board of Directors of the Company decided that the Company will hold an advisory vote on the
compensation of its Named Executive Officers each year at its annual meeting of stockholders until the next required advisory vote on the frequency of the same, which is no later than the Companys annual meeting of stockholders in 2017.
Accordingly, pursuant to Section 14A of the Exchange Act, we are including in this Proxy Statement an advisory vote on the compensation of our Named Executive Officers as described in this Proxy Statement (commonly referred to as a
Say-on-Pay).
You should read the section of this Proxy Statement entitled Executive Compensation for
a description of the compensation provided to our Named Executive Officers. The Companys executive compensation program provides base salaries and annual cash incentive bonuses that enable the Company to attract and retain such executives and
provide fair compensation to them taking into account responsibilities and relevant employment markets. The Companys executive compensation program also provides equity-based compensation consisting primarily of performance awards of
restricted stock units, which the Company believes fosters more balanced risk taking because restricted stock units are more closely linked to ownership of stock than other equity-based compensation. In addition, the Company provides modest
retirement and other benefits primarily for purposes of retention to its executives other than Messrs. Allott, Lewis and Greenlee. Messrs. Allott, Lewis and Greenlee generally are not provided with any retirement or other benefits, thereby allowing
them to assist the Compensation Committee in an unbiased manner in its oversight and review of such benefits.
Overall, the
Board of Directors believes the compensation program for our Named Executive Officers attracts and retains them by providing fair compensation, rewards them for achieving short-term business goals and long-term creation of stockholder value while at
the same time not encouraging excessive risk taking, and aligns their interests with the interests of our stockholders. The Board of Directors believes the compensation program for our Named Executive Officers strikes the appropriate balance between
utilizing responsible, measured compensation practices and effectively incentivizing our executives to focus on long-term value creation for stockholders. Additionally, the Board of Directors believes that total compensation, as shown in the Summary
Compensation Table, for any Named Executive Officer should be considered over a longer period of time than one year as a result of the fact that equity based awards may be granted in an uneven manner in one year as compared to another year based on
the practices of the Compensation Committee in granting equity based awards as described in the section of this Proxy Statement titled Compensation Discussion and AnalysisEquity Based Compensation. Accordingly, the Board of
Directors strongly endorses the Companys compensation for our Named Executive Officers and recommends that the stockholders of the Company vote in favor of the following resolution:
RESOLVED, that the compensation provided to the Companys Named Executive Officers, as described in this Proxy Statement in the
section entitled Executive Compensation, including the Compensation Discussion and Analysis, compensation tables and the accompanying narrative disclosures, is hereby approved, on an advisory basis, by the stockholders of the Company.
Because this vote is advisory, it will not be binding upon the Company, and neither the Board of Directors nor the
Compensation Committee will be required to take any action as a result of this vote. The Compensation Committee will consider the outcome of this vote when reviewing compensation matters in the future.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF THE NAMED
EXECUTIVE OFFICERS OF THE COMPANY.
51
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires our directors and officers and persons holding more than ten percent of a registered
class of our equity securities to file with the SEC initial reports of ownership, reports of changes in ownership and annual reports of ownership of Common Stock and other equity securities of the Company. These directors, officers and ten percent
stockholders are also required to furnish us with copies of all such filed reports.
Based solely upon a review of the copies
of reports furnished to us and/or representations that no reports were required, other than as set forth below we believe that all of our directors, officers and ten percent stockholders complied with all filing requirements under Section 16(a)
of the Exchange Act in 2014.
On May 15, 2014, Mr. Jordan, one of our Directors, purchased 1,000 shares of our
Common Stock in an open market transaction. Mr. Jordan reported this purchase on a Form 4 filed with the SEC on May 22, 2014, however, such transaction should have been reported on a Form 4 filed no later than May 19, 2014 (two
business days after the date of the transaction).
STOCKHOLDER PROPOSALS FOR 2016 ANNUAL MEETING
Stockholders may submit proposals on matters appropriate for stockholder action at our annual meetings consistent with the rules and
regulations adopted by the SEC. Proposals to be considered for inclusion in the Proxy Statement and the form of proxy for our annual meeting of stockholders in 2016 must be received by us at our principal executive offices not later than
December 23, 2015. In accordance with the Exchange Act and the rules and regulations promulgated under the Exchange Act, proxies solicited by our Board of Directors will confer discretionary voting authority with respect to any proposal raised
at our annual meeting of stockholders in 2016 as to which the proponent has not notified us by March 7, 2016. Proposals should be directed to the attention of the General Counsel, Silgan Holdings Inc., 4 Landmark Square, Stamford, Connecticut
06901.
OTHER MATTERS
As of the date of this Proxy Statement, our Board of Directors and management have no knowledge of any other business matters that will be presented for consideration at the Meeting other than those
referred to in this Proxy Statement. However, persons named in the accompanying proxy card shall have authority to vote such proxy as to any other matters that properly come before the Meeting and as to matters incidental to the conduct of the
Meeting in accordance with their discretion.
By Order of the Board of Directors,
Frank W. Hogan, III
Secretary
Stamford, Connecticut
April 21, 2015
52
Appendix A
SILGAN HOLDINGS INC.
AMENDED AND RESTATED 2004 STOCK INCENTIVE PLAN
TABLE OF CONTENTS
|
|
|
|
|
|
|
Page |
|
SECTION 1. ESTABLISHMENT AND PURPOSE. |
|
|
1 |
|
SECTION 2. DEFINITIONS. |
|
|
1 |
|
(a) 162(m) Employee. |
|
|
1 |
|
(b) Affiliate. |
|
|
1 |
|
(c) Award. |
|
|
1 |
|
(d) Award Agreement. |
|
|
1 |
|
(e) Board of Directors. |
|
|
1 |
|
(f) Cause. |
|
|
1 |
|
(g) Change in Control. |
|
|
1 |
|
(h) Code. |
|
|
2 |
|
(i) Committee. |
|
|
2 |
|
(j) Company. |
|
|
2 |
|
(k) Disability. |
|
|
2 |
|
(l) Effective Date. |
|
|
2 |
|
(m) Employee. |
|
|
2 |
|
(n) Exchange Act. |
|
|
3 |
|
(o) Exercise Price. |
|
|
3 |
|
(p) Fair Market Value. |
|
|
3 |
|
(q) Key Employee. |
|
|
3 |
|
(r) Maximum Amount. |
|
|
3 |
|
(s) Option. |
|
|
3 |
|
(t) Outside Director. |
|
|
3 |
|
(u) Parent. |
|
|
3 |
|
(v) Participant. |
|
|
3 |
|
(w) Performance Award. |
|
|
3 |
|
(x) Performance Criteria. |
|
|
3 |
|
(y) Performance Cycle. |
|
|
3 |
|
(z) Plan. |
|
|
3 |
|
(aa) Purchase Price. |
|
|
4 |
|
(bb) Restricted Share. |
|
|
4 |
|
(cc) Restricted Stock Unit. |
|
|
4 |
|
(dd) Retirement. |
|
|
4 |
|
(ee) SAR. |
|
|
4 |
|
(ff) Service. |
|
|
4 |
|
(gg) Share. |
|
|
4 |
|
(hh) Stock. |
|
|
4 |
|
(ii) Stock Unit. |
|
|
4 |
|
(jj) Subsidiary. |
|
|
4 |
|
SECTION 3. ADMINISTRATION. |
|
|
4 |
|
(a) Committee Composition. |
|
|
4 |
|
(b) Committee Procedures. |
|
|
4 |
|
(c) Committee Responsibilities. |
|
|
4 |
|
(d) Delegation. |
|
|
5 |
|
SECTION 4. ELIGIBILITY. |
|
|
6 |
|
SECTION 5. STOCK SUBJECT TO PLAN. |
|
|
6 |
|
(a) Basic Limitation. |
|
|
6 |
|
(b) Application of Limitation. |
|
|
6 |
|
(c) Dividends and Dividend Equivalents. |
|
|
6 |
|
(d) Limits on Individual Grants. |
|
|
6 |
|
i
|
|
|
|
|
SECTION 6. RESTRICTED SHARES. |
|
|
7 |
|
(a) Award Agreement. |
|
|
7 |
|
(b) Payment for Awards. |
|
|
7 |
|
(c) Vesting. |
|
|
7 |
|
(d) Voting and Dividend Rights. |
|
|
7 |
|
SECTION 7. OTHER TERMS AND CONDITIONS OF AWARDS OR SALES. |
|
|
7 |
|
(a) Duration of Offers and Nontransferability of Rights. |
|
|
7 |
|
(b) Withholding Taxes. |
|
|
7 |
|
SECTION 8. TERMS AND CONDITIONS OF OPTIONS. |
|
|
8 |
|
(a) Award Agreement. |
|
|
8 |
|
(b) Exercise Price. |
|
|
8 |
|
(c) Withholding Taxes. |
|
|
8 |
|
(d) Exercisability. |
|
|
8 |
|
(e) Term of the Option. |
|
|
8 |
|
(f) Effect of Change in Control. |
|
|
9 |
|
(g) No Rights as a Stockholder. |
|
|
9 |
|
(h) Prohibition on Repricing. |
|
|
9 |
|
SECTION 9. PAYMENT FOR SHARES. |
|
|
9 |
|
(a) General Rule. |
|
|
9 |
|
(b) Surrender of Stock. |
|
|
9 |
|
(c) Cashless Exercise. |
|
|
9 |
|
SECTION 10. STOCK APPRECIATION RIGHTS. |
|
|
9 |
|
(a) Award Agreement. |
|
|
9 |
|
(b) Exercise Price. |
|
|
10 |
|
(c) Exercisability. |
|
|
10 |
|
(d) Term of SAR. |
|
|
10 |
|
(e) Effect of Change in Control. |
|
|
10 |
|
(f) Exercise of SARs. |
|
|
11 |
|
(g) Prohibition on Repricing. |
|
|
11 |
|
SECTION 11. RESTRICTED STOCK UNITS. |
|
|
11 |
|
(a) Award Agreement. |
|
|
11 |
|
(b) Payment for Awards. |
|
|
11 |
|
(c) Vesting Conditions. |
|
|
11 |
|
(d) Voting and Dividend Rights. |
|
|
12 |
|
(e) Settlement of Stock Units. |
|
|
12 |
|
(f) Creditors Rights. |
|
|
12 |
|
SECTION 12. PERFORMANCE AWARDS. |
|
|
12 |
|
(a) Award Agreement. |
|
|
12 |
|
(b) Eligibility. |
|
|
12 |
|
(c) Performance Cycle. |
|
|
12 |
|
(d) Earn-Out. |
|
|
12 |
|
(e) Vesting. |
|
|
13 |
|
(f) Settlement of Performance Awards. |
|
|
13 |
|
(g) Dividend Equivalents. |
|
|
13 |
|
(h) Section 162(m) of the Code. |
|
|
13 |
|
SECTION 13. LEAVES OF ABSENCE. |
|
|
14 |
|
SECTION 14. TERMINATION FOR CAUSE. |
|
|
14 |
|
SECTION 15. DIRECTOR AWARDS. |
|
|
14 |
|
(a) Annual Grant. |
|
|
14 |
|
(b) Vesting. |
|
|
14 |
|
SECTION 16. DEATH OF RECIPIENT. |
|
|
14 |
|
-ii-
|
|
|
|
|
SECTION 17. ADJUSTMENT OF SHARES. |
|
|
14 |
|
(a) Adjustments. |
|
|
14 |
|
(b) Dissolution or Liquidation. |
|
|
15 |
|
(c) Reorganizations. |
|
|
15 |
|
(d) Reservation of Rights. |
|
|
15 |
|
SECTION 18. DEFERRAL OF AWARDS. |
|
|
16 |
|
(a) Deferral Forms. |
|
|
16 |
|
(b) Deferral Conditions. |
|
|
16 |
|
(c) Effect of a Change in Control. |
|
|
16 |
|
(d) Voting and Dividend Rights. |
|
|
16 |
|
(e) Compliance with Code Section 409A. |
|
|
16 |
|
SECTION 19. FRACTIONAL SHARES. |
|
|
17 |
|
SECTION 20. AWARDS UNDER OTHER PLANS. |
|
|
17 |
|
SECTION 21. NONTRANSFERABILITY OF AWARD. |
|
|
17 |
|
SECTION 22. LEGAL AND REGULATORY REQUIREMENTS. |
|
|
17 |
|
SECTION 23. WITHHOLDING TAXES. |
|
|
17 |
|
(a) General. |
|
|
17 |
|
(b) Method of Satisfying Withholding Obligations. |
|
|
17 |
|
SECTION 24. NO EMPLOYMENT RIGHTS. |
|
|
18 |
|
SECTION 25. NO SEGREGATION OF ASSETS. |
|
|
18 |
|
SECTION 26. EFFECT ON OTHER PLANS. |
|
|
18 |
|
SECTION 27. DURATION AND AMENDMENTS. |
|
|
18 |
|
(a) Term of the Plan. |
|
|
18 |
|
(b) Right to Amend or Terminate the Plan. |
|
|
18 |
|
(c) Effect of Amendment or Termination. |
|
|
18 |
|
SECTION 28. CHOICE OF LAW. |
|
|
19 |
|
SECTION 29. SEVERABILITY. |
|
|
19 |
|
-iii-
SILGAN HOLDINGS INC.
AMENDED AND RESTATED 2004 STOCK INCENTIVE PLAN
SECTION 1. ESTABLISHMENT AND PURPOSE.
The Plan was adopted by the Board of
Directors effective as of April 12, 2004, was amended on each of March 15, 2005 and April 9, 2009 and was most recently amended and restated effective as of April 3, 2015. The purpose of the Plan is to promote the long-term
success of the Company and the creation of stockholder value by (a) encouraging officers, other Key Employees and Outside Directors to focus on critical long-range objectives, (b) encouraging the attraction and retention of officers, other
Key Employees and Outside Directors with exceptional qualifications, and (c) linking officers, other Key Employees and Outside Directors directly to stockholder interests through increased stock ownership. The Plan seeks to achieve this purpose
by providing for Awards in the form of Restricted Shares, Options, SARs, Stock Units and/or Performance Awards. Any Awards granted under this Amended and Restated 2004 Stock Incentive Plan shall be contingent on the approval of this Amended and
Restated 2004 Stock Incentive Plan by the Companys stockholders. If their approval is not obtained, the Plan will instead remain in effect in accordance with its pre-existing terms without giving effect to this Amended and Restated 2004 Stock
Incentive Plan.
SECTION 2. DEFINITIONS.
(a) 162(m) Employee. An Employee who is a covered employee within the meaning of Section 162(m)(3) of the Code.
(b) Affiliate. Any entity other than a Subsidiary, if the Company and/or one or more Subsidiaries own less than 50%
but more than 0% of such entity.
(c) Award. Any award of a Restricted Share, an Option, a SAR, a Stock
Unit, or a Performance Award under the Plan.
(d) Award Agreement. The agreement between the Company and
the recipient of an Award, which contains the terms, conditions, and restrictions pertaining to such Award.
(e)
Board of Directors. The Board of Directors of the Company, as constituted from time to time.
(f)
Cause. The definition given to such term in the Employees employment agreement if the Employee has such an agreement containing a definition of Cause. If the Employee does not have such an agreement,
Cause shall mean gross misconduct or willful and material breach of the individuals duties as an Employee, as determined by the Committee in its sole discretion.
(g) Change in Control. The occurrence of any of the following events:
(i) an acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the
Exchange Act) (a Person) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of either (A) the combined voting power of the then outstanding voting securities of the Company
entitled to vote generally in the election of directors (the Outstanding Company Voting Securities) or (B) the then outstanding shares of common stock of the Company (the Outstanding Company Common Stock); excluding,
however, the following: (i) any acquisition directly from the Company, other than an acquisition by virtue of the exercise of a conversion privilege, unless the security being so converted was itself directly acquired from the Company,
(ii) any acquisition by the Company, (iii) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company, or (iv) any acquisition pursuant to a
transaction that complies with clauses (A) and (B) of paragraph (iii) of this definition; or
-1-
(ii) a change in the composition of the Board of Directors such that the
individuals who, as of the Effective Date, constitute the Board of Directors (such Board of Directors shall be hereinafter referred to as the Incumbent Board) cease for any reason to constitute two thirds of the Board of Directors;
provided, however, for purposes of this paragraph, that any individual (i) who was nominated to the Board of Directors in accordance with the procedures described in the Amended and Restated Stockholders Agreement among R. Philip
Silver, D. Greg Horrigan and the Company, dated as of November 6, 2001, as that agreement may be amended from time to time, or (ii) whose election or nomination for election by the Companys stockholders was approved by a vote of a
majority of those individuals who are members of the Board of Directors and who were also members of the Incumbent Board (or deemed to be such pursuant to this proviso) shall be considered as though such individual was a member of the Incumbent
Board; but, provided further, that any such individual whose initial assumption of office occurs as a result of any actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors
shall not be so considered as a member of the Incumbent Board; or
(iii) consummation of a reorganization,
merger, consolidation or sale or other disposition of all or substantially all of the assets of the Company (Corporate Transaction); excluding, however, such a Corporate Transaction pursuant to which (A) all or substantially all of
the individuals and entities who are beneficial owners of the Outstanding Company Voting Securities and Outstanding Company Common Stock, respectively, immediately prior to such Corporate Transaction shall beneficially own, directly or indirectly,
more than 50% of, respectively, the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors or the outstanding shares of common stock, as the case may be, of the corporation resulting
from such Corporate Transaction (including, without limitation, a corporation that as the result of such transaction owns the Company or all or substantially all of the Companys assets either directly or through one or more subsidiaries) in
substantially the same proportions as their ownership immediately prior to such Corporate Transaction of the Outstanding Company Voting Securities or Outstanding Company Common Stock, as the case may be, and (B) individuals who were members of
the Incumbent Board shall constitute at least a majority of the members of the board of directors of the corporation resulting from such Corporate Transaction.
Notwithstanding the foregoing, to the extent necessary to avoid adverse tax consequences under Code Section 409A, a Change in Control shall mean any of the foregoing events but only to the extent it
also meets the requirements of an event qualifying as a change in control event for purposes of Code Section 409A.
(h)
Code. The Internal Revenue Code of 1986, as amended.
(i) Committee. The committee,
designated by the Board of Directors, which is authorized to administer the Plan, as described in Section 3 hereof.
(j)
Company. Silgan Holdings Inc., a Delaware corporation.
(k) Disability. A condition
entitling an Employee to long-term disability benefits under a long-term disability plan sponsored by the Company or a Parent or Subsidiary of the Company, or under the U.S. Social Security Act. For Outside Directors, Disability shall
mean the inability by reason of illness or injury to perform substantially all duties as an Outside Director during any continuous period of 180 days. Notwithstanding the foregoing, to the extent necessary to avoid adverse tax consequences under
Code Section 409A, a Disability shall mean any of the foregoing events, as applicable, for an Employee or an Outside Director, but only to the extent it also meets the requirements of a disability for purposes of Code Section 409A.
(l) Effective Date. April 3, 2015, the effective date of the Plans most recent amendment and
restatement, subject to the approval of the Plan by the Companys stockholders at the 2015 annual meeting of stockholders of the Company.
(m) Employee. Any individual who is classified as an employee on the payroll records of the Company, a Parent or a Subsidiary.
-2-
(n) Exchange Act. The Securities Exchange Act of 1934, as amended.
(o) Exercise Price. In the case of an Option, the amount for which one Common Share may be purchased upon
exercise of such Option, as specified in the applicable Award Agreement. Exercise Price, in the case of a SAR, shall mean an amount, as specified in the applicable Award Agreement, which is subtracted from the Fair Market Value of one
Common Share in determining the amount payable upon exercise of such SAR.
(p) Fair Market Value. With
respect to a Share, for any particular determination date, (i) if the Stock is listed or admitted to trade on a national securities exchange, the average of the high and low sales prices for the Stock on such date on the composite tape of the
principal national securities exchange on which the Stock is so listed or admitted to trade, (ii) if the Stock is not listed or admitted to trade on a national securities exchange, the average of the high and low sales prices for the Stock on
such date as furnished by the National Association of Securities Dealers, Inc. through NASDAQ (or a similar organization if NASDAQ is no longer reporting such information), or (iii) if the Stock is not listed or admitted to trade on a national
securities exchange and if sales prices for the Stock are not so furnished through NASDAQ or a similar organization, the fair market value of the Stock on such date as determined by the Committee through the reasonable application of a reasonable
valuation method in accordance with Code Section 409A, taking into consideration, among other things, recent sales of the Stock.
(q) Key Employee. Any Employee (including any officer) who is designated by the Committee as eligible to receive Awards under the Plan.
(r) Maximum Amount. The maximum amount of Performance Awards that can be earned if the Performance Criteria are
satisfied, as determined by the Committee.
(s) Option. A nonstatutory stock option granted under
Section 8 of the Plan and entitling the holder to purchase Shares.
(t) Outside Director. A member of
the Board of Directors who is not an Employee of the Company, a Parent or a Subsidiary. Service as an Outside Director shall be considered Service for all purposes of the Plan.
(u) Parent. Any corporation (other than the Company) in an unbroken chain of corporations ending with the Company, if
each of the corporations other than the Company owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Parent on a date
after the adoption of the Plan shall be a Parent commencing as of such date.
(v) Participant. An
individual or estate who holds an Award.
(w) Performance Award. An Award granted under Section 12 of
the Plan.
(x) Performance Criteria. With respect to any Performance Award, the business criteria selected
by the Committee to measure the level of performance of the Company during the Performance Cycle. The Committee may select as the Performance Criteria for a Performance Cycle any one or combination of the measures set forth on Exhibit A. Any
amendment of the Performance Criteria shall have no effect on Awards granted before the date of such amendment.
(y)
Performance Cycle. With respect to any Award that vests based on Performance Measures, the period of 12 months or longer over which the level of performance will be assessed.
(z) Plan. This Amended and Restated 2004 Stock Incentive Plan of Silgan Holdings Inc., as amended from time to time.
-3-
(aa) Purchase Price. The consideration for which one Share may be
acquired under the Plan (other than upon exercise of an Option), as specified by the Committee.
(bb) Restricted
Share. A Share awarded under Section 6 of the Plan.
(cc) Restricted Stock Unit. A Stock
Unit awarded under Section 11 of the Plan.
(dd) Retirement. Voluntary termination of Service on or
after age 60 with at least 10 years of Service.
(ee) SAR. A stock appreciation right granted under
Section 10 of the Plan.
(ff) Service. Service as an Employee or Outside Director.
(gg) Share. One share of Stock, as adjusted in accordance with Section 17 (if applicable).
(hh) Stock. The authorized and issuable common stock of the Company ($.01 par value).
(ii) Stock Unit. A bookkeeping entry representing the equivalent of one Share, as awarded under Section 11 of the
Plan.
(jj) Subsidiary. Any corporation, if the Company and the other subsidiaries of the Company own, in
the aggregate, not less than 50% of the total combined voting power of all classes of outstanding stock of such corporation. A corporation that attains the status of a Subsidiary on a date after the adoption of the Plan shall be considered a
Subsidiary commencing as of such date.
SECTION 3. ADMINISTRATION.
(a) Committee Composition. The Plan shall be administered by the Committee. The Committee shall consist of two or more directors of
the Company, who shall be appointed by the Board of Directors. In addition, the composition of the Committee shall satisfy:
(i) such requirements as the Securities and Exchange Commission may establish for administrators acting under plans intended to qualify for exemption under Rule 16b-3 (or its successor) under the
Exchange Act;
(ii) such requirements as the Internal Revenue Service may establish for outside directors
acting under plans intended to qualify for exemption under Section 162(m)(4)(C) of the Code; and
(iii)
such rules as the applicable national securities exchange may establish for directors serving on the compensation committee of a company listed on such exchange or, if the Stock is not listed on any national securities exchange, such rules as the
National Association of Securities Dealers may establish for directors serving on the compensation committee of a company listed on NASDAQ.
(b) Committee Procedures. The Board of Directors shall designate one of the members of the Committee as chairman. The Committee may hold meetings at such times and places as it shall determine. The
acts of a majority of the Committee members present at meetings at which a quorum exists, or acts reduced to or approved in writing by all Committee members, shall be valid acts of the Committee.
(c) Committee Responsibilities. Subject to the provisions of the Plan, the Committee shall have full authority and discretion to
take the following actions:
(i) To interpret the Plan and to apply its provisions;
(ii) To adopt, amend or rescind rules, procedures and forms relating to the Plan;
-4-
(iii) To authorize any person to execute, on behalf of the Company, any
instrument required to carry out the purposes of the Plan;
(iv) To determine when Shares are to be awarded or
offered for sale and when Options are to be granted under the Plan;
(v) To select the Award recipients;
(vi) To determine the number of Shares to be offered to each Participant or to be made subject to each Option;
(vii) To prescribe the terms and conditions of each award or sale of Shares, including (without limitation)
the Purchase Price and the vesting of the Award, and to specify the provisions of the Award Agreement relating to such award or sale;
(viii) To prescribe the terms and conditions of each Option, including (without limitation) the Exercise Price and the vesting or duration of the Option, and to specify the provisions of the Award
Agreement relating to such Option;
(ix) To prescribe the terms and conditions of each Performance Award,
including (without limitation) the applicable Performance Criteria, the vesting of the Award and the timing of distributions, to specify the provisions of the Award Agreement relating to such Performance Award, to evaluate the applicable level of
performance over a Performance Cycle, and to certify the level of performance attained with respect to the Performance Criteria;
(x) To amend any outstanding Award Agreement, subject to applicable legal restrictions, to applicable stock exchange or stock market rules, and to the consent of the Participant who entered into such
agreement, provided that the prohibitions on the repricing of Stock Options and Stock Appreciation Rights, as described in Sections 8(h) and 10(g), respectively, may not be waived, and the terms and conditions of Awards to officers and directors
subject to Section 16 of the Exchange Act cannot be modified, amended or waived other than on account of death, disability, retirement, a change in control, or a termination of employment in connection with a business transfer;
(xi) To prescribe the consideration for the grant of each Award under the Plan and to determine the sufficiency of such
consideration;
(xii) To make any adjustments to the Plan (including, but not limited to, adjustment of the
number of Shares available under the Plan or any Award) and any Award granted under the Plan as may be appropriate pursuant to Section 17;
(xiii) To make any modifications to the Plan that the Committee may determine to be necessary to implement and administer the Plan in countries outside the United States;
(xiv) To determine under which circumstances Awards may be deferred by a Participant and the extent to which a deferral
shall be credited with dividend equivalents, interest or any other form of investment return;
(xv) To
determine the disposition of each Award under the Plan in the event of a Participants divorce or dissolution of marriage;
(xvi) To determine whether Awards under the Plan shall be granted in replacement of other grants under an incentive or other compensation plan of an acquired business;
(xvii) To correct any defect, supply any omission, or reconcile any inconsistency in the Plan or any Award Agreement; and
(xviii) To take any other actions deemed necessary or advisable for the administration of the Plan.
(d) Delegation. The Committee may not delegate any authority or responsibility granted to the Committee in
Section 3(c).
-5-
SECTION 4. ELIGIBILITY.
Officers, other Key Employees and Outside Directors shall be eligible for the grant of Restricted Shares and Stock Units. Only officers and other Key Employees shall be eligible for the grant of Options,
SARs and Performance Awards.
SECTION 5. STOCK SUBJECT TO PLAN.
(a) Basic Limitation. Shares offered under the Plan shall be authorized but unissued Shares or treasury Shares. The maximum
aggregate number of Shares that may be issued in connection with Options, SARs, Stock Units, Restricted Shares and Performance Awards under the Plan as of the Effective Date shall be 9,600,000, which includes 3,600,000 Shares originally authorized
under the Plan effective April 12, 2004, an additional 3,000,000 Shares authorized under the Plan effective April 9, 2009, and an additional 3,000,000 Shares authorized under the Plan in connection with the Plans amendment and
restatement effective as of the Effective Date. The limitation of this Section 5(a) reflects all adjustments, and shall be subject to further adjustments, made with respect to the Stock pursuant to Section 17.
(b) Application of Limitation. The number of Shares available for future Awards under the Plan shall be reduced (i) in the
case of Awards of Options and SARs, by the number of Shares issuable upon exercise of such Options, and (ii) in the case of Awards of Restricted Shares or Stock Units by two Shares for every one Restricted Share or Stock Unit awarded. For this
purpose, when an Option and SAR are awarded in tandem, so that exercise of one results in cancellation of the other, the Option and SAR shall be deemed to relate to the same Share. If Awards are forfeited or cancelled or expire or terminate for any
other reason before being exercised, then the corresponding Shares shall again become available for Awards under the Plan. Shares granted under this Plan in connection with Awards that are assumed, converted or substituted as a result of the
acquisition of another business, corporation or other entity by the Company or a combination of the Company with another business, corporation or entity shall not reduce the number of Shares available for Awards under the Plan. Shares otherwise
issuable or issued in respect of any Award of Options or SARs, in each case that are withheld to cover taxes or satisfy any exercise price on such Award, and all Shares subject to exercised Stock-settled SARs, shall be treated as having being issued
under the Plan and shall not again become available for Awards under the Plan. Shares otherwise issuable or issued in respect of any Award of Restricted Shares or Stock Units, in each case that are withheld to cover taxes, shall not be treated as
having been issued under the Plan and shall again become available for Awards under the Plan.
(c) Dividends and Dividend
Equivalents. The Committee in its discretion may provide in any Award Agreement that dividends and dividend equivalents shall be paid or credited on vested Awards or on all Awards granted under the Award Agreement. Any dividend equivalents paid
or credited under the Plan shall not be applied against the number of Awards available under the Plan. Dividends and dividend equivalents may be distributed immediately or credited to a deferred compensation account established for the Participant
by the Committee as an entry on the Companys books, as elected by the Participant. The Committee shall determine any terms and conditions on deferral of a dividend or dividend equivalent, including any interest or other form of investment
return.
(d) Limits on Individual Grants. No Participant may be granted Awards of more than 450,000 Restricted Shares
or Stock Units (or any combination thereof) during any period of 36 consecutive months. Performance Awards shall be paid in Restricted Shares or Stock Units, and shall be subject to the limit set forth in the preceding sentence. No Participant may
be granted Awards of Options or SARs (or any combination thereof) with respect to more than 900,000 Shares during any period of 36 consecutive months (for this purpose, when an Option and SAR are awarded in tandem, so that exercise of one results in
cancellation of the other, the Option and SAR shall be deemed to relate to the same Shares). The limits of this Section 5(d) reflect all adjustments, and shall be subject to further adjustments, made with respect to the Stock pursuant to
Section 17.
-6-
SECTION 6. RESTRICTED SHARES.
(a) Award Agreement. Each grant of Restricted Shares under the Plan shall be evidenced by an Award Agreement between the recipient
and the Company. Such Restricted Shares shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan. The Committee may condition a Participants eligibility for a grant of
Restricted Shares on the achievement by the Company or a Subsidiary or business unit of the Company of a target level of performance for a specified Performance Cycle, in which case the Award shall be a Performance Award subject to Section 12.
The provisions of the various Award Agreements granting Restricted Shares under the Plan need not be identical.
(b)
Payment for Awards. Subject to the following sentence, Restricted Shares may be sold or awarded under the Plan for such consideration as the Committee may determine, including (without limitation) cash, cash equivalents, past service and future
service. To the extent that an Award consists of newly issued Restricted Shares, the Award recipient shall furnish consideration with a value not less than the par value of such Restricted Shares in the form of cash, cash equivalents, or past
services rendered to the Company (or a Parent or Subsidiary), as the Committee may determine.
(c) Vesting. Each Award
of Restricted Shares to an Employee shall become fully vested, in the discretion of the Committee, over a period no shorter than three years from the date of grant, as specified in the Award Agreement, except that Restricted Shares granted to a new
Employee in the fiscal year of the Company in which his or her Service first commences may become vested more quickly, but over a period no shorter than one year from the date of grant. Vesting shall occur, at once or in installments, upon
satisfaction of the conditions specified in the Award Agreement. If the conditions on vesting have not been satisfied as of the Employees termination of employment, the unvested Shares shall be forfeited, provided that an Award Agreement may
provide for accelerated vesting in the event of the Employees death, Disability or Retirement or other events. Restricted Shares shall immediately become vested in the event of a Change in Control unless the Shares vest on the basis of the
performance of the Company, a Subsidiary or a business unit, in which case the provisions of Section 12 shall control, or the acquiring or surviving corporation or its parent or subsidiary assumes the outstanding Restricted Shares or
substitutes its own stock for the outstanding Restricted Shares or the outstanding Restricted Shares are converted into stock of the surviving corporation or its parent or subsidiary. If the acquiring or surviving corporation or its parent or
subsidiary assumes the outstanding Restricted Shares or substitutes its own stock for the Restricted Stock, a Participants assumed or substituted Shares shall become fully vested in the event the Participants service with the Company or
the acquiring or surviving corporation (or with any of their respective parent or subsidiary corporations) is terminated involuntarily without Cause within 24 months after the Change in Control. The vesting requirements of Restricted Shares granted
to Outside Directors shall be subject to Section 15(b).
(d) Voting and Dividend Rights. Participants holding
Restricted Shares awarded under the Plan shall have the same voting, dividend and other rights as the Companys other stockholders, except that Restricted Shares shall be forfeited if the Participant attempts to sell, transfer, assign, pledge
or otherwise encumber or dispose of the Shares before the Award vests.
SECTION 7. OTHER TERMS AND CONDITIONS OF AWARDS OR SALES.
(a) Duration of Offers and Nontransferability of Rights. Any right to acquire Shares under the Plan (other than
pursuant to an Option) shall automatically expire if not exercised by the Participant 30 days after the grant of such right was communicated to him or her by the Committee. Such right shall not be transferable and shall be exercisable only by the
Participant to whom such right was granted.
(b) Withholding Taxes. As a condition to the purchase of Shares, the
Participant shall make such arrangements as the Committee may require for the satisfaction of any federal, state or local withholding tax obligations that may arise in connection with such purchase.
-7-
SECTION 8. TERMS AND CONDITIONS OF OPTIONS.
(a) Award Agreement. Each grant of an Option under the Plan shall be evidenced by an Award Agreement between the recipient and the
Company. All Options granted under the Plan shall be nonstatutory stock options. Such Option shall be subject to all applicable terms and conditions of the Plan and may be subject to any other terms and conditions that are not inconsistent with the
Plan and that the Committee deems appropriate for inclusion in an Award Agreement. The provisions of the various Award Agreements granting Options under the Plan need not be identical.
(b) Exercise Price. Each Award Agreement granting Options shall specify the Exercise Price. The Exercise Price of an Option shall
not be less than 100% of the Fair Market Value of a Share on the date of grant, except for Options granted in connection with Awards that are assumed, converted or substituted as a result of the acquisition of another business, corporation or other
entity by the Company or a combination of the Company with another business, corporation or entity. Subject to the foregoing in this Section 8(b), the Exercise Price under any Option shall be determined by the Committee at its sole discretion.
The Exercise Price shall be payable in one of the forms described in Section 9.
(c) Withholding Taxes. As a
condition to the exercise of an Option, the Participant shall make such arrangements as the Committee may require for the satisfaction of any federal, state or local withholding tax obligations that may arise in connection with such exercise.
(d) Exercisability. Each Award Agreement granting Options shall specify the date when all or any installment of the
Option is to become exercisable. Each Option granted to an Employee shall become fully vested, in the discretion of the Committee, over a period no shorter than 12 months. Vesting shall occur, at once or in installments, upon satisfaction of the
conditions specified in the Award Agreement. If the conditions on vesting have not been satisfied as of the Employees termination of employment, the unvested Options shall be forfeited. Subject to the foregoing in this subsection (d), the
Committee at its sole discretion shall determine when all or any installment of an Option is to become exercisable. Such provisions need not be uniform among all Options issued pursuant to the Plan.
(e) Term of the Option. The Award Agreement granting Options to an Employee shall also specify the term of the Option, which term
shall not be longer than seven years, and shall provide for extension of the Option term or expiration of the Option prior to the end of the term in the event of the termination of the Employees Service, as described below:
(i) In the event of the Employees termination of Service due to death or Disability, the term of the Option shall
expire as of the earlier of the first anniversary of such termination of Service or the original expiration date specified in the Award Agreement; provided, however, that there shall be a minimum period of six months following such death to exercise
any vested Options, regardless of the original expiration date specified in the Award Agreement.
(ii) In the
event of the Employees Retirement, the term of the Option shall expire as of the earlier of the first anniversary of the Employees Retirement or the original expiration date specified in the Award Agreement; provided, however, that if
the Employee dies during such post-Retirement period, there shall be a minimum period of six months following such death to exercise any vested Options, regardless of the original expiration date specified in the Award Agreement.
(iii) In the event of the involuntary termination of the Employees Service without Cause, the term of the Option
shall expire as of the earlier of 90 days following the date of the Employees termination or the original expiration date specified in the Award Agreement; provided, however, that if the Employee dies during such 90-day period there shall be a
minimum period of six months following such death to exercise any vested Options, regardless of the original expiration date specified in the Award Agreement.
(iv) In the event of the Employees voluntary resignation (other than Retirement) or the Employees involuntary termination of Service for Cause, all outstanding Options shall immediately be
cancelled.
-8-
Options granted to an Employee may be awarded in combination with SARs, and such an Award shall provide that
the Options shall not be exercisable unless the related SARs are forfeited. Subject to the foregoing in this subsection (e), the Committee at its sole discretion shall determine when an Option is to expire. Such provisions need not be uniform among
all Options issued pursuant to the Plan.
Notwithstanding anything herein to the contrary, in no event shall an extension of an Option term
occur to the extent that such extension would result in adverse tax consequences under Code Section 409A.
(f) Effect
of Change in Control. An Option shall become exercisable as to all of the Shares subject to such Option in the event of a Change in Control, unless the acquiring or surviving corporation or its parent or subsidiary assumes the outstanding
Options or substitutes its own stock for the Shares underlying the outstanding Options. If the acquiring or surviving corporation or its parent or subsidiary assumes the outstanding Options or substitutes its own stock for the Shares underlying the
outstanding Options, a Participants assumed Options or substituted options shall become exercisable as to all of the shares subject to such options in the event the Participants service with the Company or the acquiring or surviving
corporation (or with any of their respective parent or subsidiary corporations) is terminated involuntarily without Cause within 24 months after the Change in Control.
(g) No Rights as a Stockholder. A Participant or a transferee of a Participant shall have no rights as a stockholder with respect to any Shares covered by his Option until the date of the issuance
of a stock certificate for such Shares. No adjustments shall be made to the Award, except as provided in Section 17.
(h) Prohibition on Repricing. The Committee shall not reduce the Exercise Price of an Option (except for adjustments permitted by
Section 17), cancel and replace an existing Option with an Option having a lower
Exercise Price, or cancel an Option with an Exercise
Price greater than the then current Fair Market Value in exchange for another Award or cash payment, without in each case first obtaining approval for such actions from the Companys stockholders or, in any event, to the extent such repricing
or cancellation and replacement or exchange would result in adverse tax consequences under Code Section 409A.
SECTION 9. PAYMENT FOR
SHARES.
(a) General Rule. The entire Exercise Price of Shares issued under the Plan shall be payable in lawful
money of the United States of America or an approved cash equivalent at the time when such Shares are purchased, either alone or in combination with one or both of the payment methods permitted under Section 9(b) and 9(c) below.
(b) Surrender of Stock. To the extent that an Award Agreement so provides, payment may be made all or in part by surrendering, or
attesting to the ownership of, Shares that have already been owned by the Participant or his representative for more than six months. Such Shares shall be valued at their Fair Market Value on the date when the new Shares are purchased under the
Plan. Notwithstanding the foregoing, the Participant shall not surrender, or attest to the ownership of, Shares in payment of the Exercise Price if such action would cause the Company to recognize compensation expense (or additional compensation
expense) with respect to the Option for financial reporting purposes.
(c) Cashless Exercise. To the extent that an
Award Agreement so provides, payment may be made all or in part by delivery (on a form prescribed by the Committee) of an irrevocable direction to a securities broker to sell Shares and to deliver all or part of the sale proceeds to the Company in
payment of the aggregate Exercise Price.
SECTION 10. STOCK APPRECIATION RIGHTS.
(a) Award Agreement. Each grant of a SAR under the Plan shall be evidenced by an Award Agreement between the recipient and the
Company. Such SAR shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan. The provisions of the various Award Agreements granting SARs under the Plan need not be identical.
-9-
(b) Exercise Price. Each Award Agreement granting SARs shall specify the Exercise
Price. The Exercise Price of a SAR shall not be less than 100% of the Fair Market Value of a Share on the date of grant, except for SARs granted in combination with Options or in connection with Awards that are assumed, converted or substituted as a
result of the acquisition of another business, corporation or other entity by the Company or a combination of the Company with another business, corporation or entity. Subject to the foregoing in this Section 10(b), the Exercise Price under any
SAR shall be determined by the Committee at its sole discretion.
(c) Exercisability. Each Award Agreement granting
SARs shall specify the date when all or any installment of the SAR is to become exercisable. Each SAR shall become fully vested, in the discretion of the Committee, over a period no shorter than 12 months. Vesting shall occur, at once or in
installments, upon satisfaction of the conditions specified in the Award Agreement. If the conditions on vesting have not been satisfied as of the Participants termination of employment, the unvested SAR shall be forfeited. Subject to the
foregoing in this Section 10(c), the Committee at its sole discretion shall determine when all or any installment of a SAR is to become exercisable. Such provisions need not be uniform among all SARs issued pursuant to the Plan.
(d) Term of SAR. The Award Agreement granting the SAR shall also specify the term of the SAR, which term shall not be longer than
seven years, and may provide for extension of the SAR term or expiration prior to the end of the SAR term in the event of the termination of the Participants employment.
(i) In the event of the Participants termination of Service due to death or Disability, the term of the SAR shall
expire as of the earlier of the first anniversary of such termination of Service or the original expiration date specified in the Award Agreement; provided , however, that there shall be a minimum period of six months to exercise any vested SARs
following such termination of Service, regardless of the original expiration date specified in the Award Agreement.
(ii) In the event of the Participants Retirement, the term of the SAR shall expire as of the earlier of the first anniversary of the Participants Retirement or the original expiration date
specified in the Award Agreement; provided, however, that if the Participant dies during such post-Retirement period, there shall be a minimum period of six months following such death to exercise any vested SARs, regardless of the original
expiration date specified in the Award Agreement.
(iii) In the event of the involuntary termination of the
Participants Service without Cause, the term of the SAR shall expire as of the earlier of 90 days following the date of the Participants termination or the original expiration date specified in the Award Agreement; provided, however,
that if the Participant dies during such 90-day period there shall be a minimum period of six months following such death to exercise any vested SARs, regardless of the original expiration date specified in the Award Agreement.
(iv) In the event of the Participants voluntary resignation (other than Retirement) or the Participants
involuntary termination of Service for Cause, all outstanding SARs shall immediately be cancelled.
A SAR may be awarded in combination with
an Option either at the time of the Option grant or any time thereafter. Such an Award shall provide that the SAR shall not be exercisable unless the related Option is forfeited. A SAR granted under the Plan may provide that it shall be exercisable
only in the event of a Change in Control. Subject to the foregoing in this Section 10(c), the Committee at its sole discretion shall determine when a SAR is to expire. Such provisions need not be uniform among all SARs issued pursuant to the
Plan. Notwithstanding anything herein to the contrary, in no event shall an extension of a SAR term occur to the extent that such extension would result in adverse tax consequences under Code Section 409A.
(e) Effect of Change in Control. A SAR shall become fully exercisable in the event of a Change in Control, unless the acquiring or
surviving corporation or its parent or subsidiary assumes the outstanding SAR or substitutes its own stock for the Shares underlying the outstanding SARs. If the acquiring or surviving corporation or its parent or subsidiary assumes the outstanding
SARs or substitutes its own stock for the Shares underlying the outstanding SARs, a Participants assumed SARs or substituted SARs shall become exercisable as
-10-
to all of the shares subject to such SARs in the event the Participants service with the Company or the acquiring or surviving corporation (or with any of their respective parent or
subsidiary corporations) is terminated involuntarily without Cause within 24 months after the Change in Control.
(f)
Exercise of SARs. If, on the date when a SAR expires, the Exercise Price under such SAR is less than the Fair Market Value on such date but any portion of such SAR has not been exercised or surrendered, then such SAR shall automatically be
deemed to be exercised as of such date with respect to such portion. Upon exercise of a SAR, the Participant holding the SAR (or any person having the right to exercise the SAR after his or her death) shall receive from the Company (a) Shares,
(b) cash or (c) a combination of Shares and cash, as the Committee shall determine. The amount of any cash or the Fair Market Value of any Shares received upon exercise of a SAR shall, in the aggregate, be equal to the amount by which the
Fair Market Value (on the date of surrender) of the Shares subject to the SAR exceeds the Exercise Price.
(g) Prohibition
on Repricing. The Committee shall not reduce the Exercise Price of a SAR (except for adjustments permitted by Section 17), cancel and replace an existing SAR with a SAR having a lower Exercise Price, or cancel a SAR with an Exercise Price
greater than the then current Fair Market Value in exchange for another Award or cash payment, without in each case first obtaining approval for such actions from the Companys stockholders or, in any event, to the extent such repricing or
cancellation and replacement or exchange would result in adverse tax consequences under Code Section 409A.
SECTION 11. RESTRICTED
STOCK UNITS.
(a) Award Agreement. Each grant of Restricted Stock Units under the Plan shall be evidenced by an
Award Agreement between the recipient and the Company. Such Stock Units shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan. The Award Agreement shall specify the number
of Restricted Stock Units and the circumstances (if any) under which the Stock Units can be deferred. The Committee may condition a Participants eligibility for a grant of Restricted Stock Units on the achievement by the Company or a
Subsidiary or business unit of the Company of a target level of performance for a specified Performance Cycle, in which case the Award shall be a Performance Award subject to Section 12. The provisions of the various Award Agreements granting
Stock Units under the Plan need not be identical.
(b) Payment for Awards. To the extent that an Award is granted in
the form of Stock Units, no cash consideration shall be required of the Award recipients.
(c) Vesting Conditions. Each
Award of Restricted Stock Units to an Employee shall become fully vested, in the discretion of the Committee, over a period no shorter than three years, as specified in the Award Agreement, except that Restricted Stock Units granted to a new
Employee in the fiscal year of the Company in which his Service commences may vest more quickly, but over a period no shorter than one year from the date of the grant. Vesting shall occur, at once or in installments, upon satisfaction of the
conditions specified in the Award Agreement. If the conditions on vesting have not been satisfied as of the Employees termination of employment or directorship, the unvested Stock Units shall be forfeited, provided that an Award Agreement may
provide for accelerated vesting in the event of the Employees death, Disability or Retirement or other events. Restricted Stock Units shall immediately become vested in the event of a Change in Control unless the Stock Units vest on the basis
of the performance of the Company, a Subsidiary or a business unit, in which case the provisions of Section 12 shall control, or unless the acquiring or surviving corporation or its parent or subsidiary assumes the outstanding Stock Units or
substitutes its own stock for the outstanding Stock Units. If the acquiring or surviving corporation or its parent or subsidiary assumes the outstanding Stock Units or substitutes its own stock for the Shares underlying the outstanding Stock Units,
a Participants assumed or substituted Restricted Stock Units shall become immediately vested in the event the Participants service with the Company or the acquiring or surviving corporation (or with any of their respective parent or
subsidiary corporations) is terminated involuntarily without Cause within 24 months after the Change in Control. The vesting requirements of
-11-
Restricted Stock Units granted to Outside Directors shall be subject to Section 15(b). Notwithstanding anything herein to the contrary, the Award Agreement shall govern the treatment of an
Award upon a Change in Control, which may differ from the provisions herein, and any such provision for Change in Control shall be in a manner consistent with the provisions of Code Section 409A.
(d) Voting and Dividend Rights. Participants holding Stock Units shall have no voting rights. Prior to settlement or forfeiture,
any Stock Unit awarded under the Plan may, at the Committees discretion, carry with it a right to dividend equivalents. Such right entitles the holder to be credited with an amount equal to all cash dividends paid on one Share while the Stock
Unit is outstanding. The Committee, in its discretion, may grant dividend equivalents from the date of grant or only after a Stock Unit is vested.
(e) Settlement of Stock Units. Settlement of vested Stock Units shall be made in the form of Shares, except that dividend equivalents credited on Stock Units shall be paid in cash. Distribution of
Shares attributable to Stock Units may occur or commence when all vesting and settlement conditions applicable to the Stock Units have been satisfied or have lapsed, or it may be deferred to any later date in accordance with Section 18. Until
an Award of Stock Units is settled, the number of such Stock Units shall be subject to adjustment pursuant to Section 17.
(f) Creditors Rights. A Participant holding Stock Units shall have no rights thereby other than those of a general creditor
of the Company. Stock Units represent an unfunded and unsecured obligation of the Company, subject to the terms and conditions of the applicable Award Agreement.
SECTION 12. PERFORMANCE AWARDS.
(a) Award Agreement. Each grant of
Performance Awards under this Plan shall be evidenced by an Award Agreement between the recipient and the Company. Such Performance Awards shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not
inconsistent with the Plan. The provisions of the various Award Agreements granting Performance Awards under the Plan need not be identical.
(b) Eligibility. Within 90 days after the commencement of a Performance Cycle, the Committee shall determine the Employees who are eligible to receive a Performance Award for the Performance Cycle,
provided that the Committee may determine the eligibility of any Employee other than a 162(m) Employee after the expiration of this 90-day period.
(c) Performance Cycle. Performance Awards shall be granted in connection with a Performance Cycle, as determined by the Committee in its discretion, provided that a Performance Cycle may be no
shorter than 12 months and no longer than 5 years.
(d) Earn-Out.
(i) Within 90 days after the commencement of a Performance Cycle, the Committee shall fix and establish in writing the
Performance Criteria that shall apply to that Performance Cycle and the Maximum Amount that may be paid to each recipient of a Performance Award. The Committee shall also set forth the minimum level of performance, based on objective factors, that
must be attained during the Performance Cycle before any Performance Award shall be paid, and, if applicable, the maximum amount that may be earned upon attainment of various levels of performance that equal or exceed the minimum required level, and
any vesting schedule that shall apply after the Performance Award is earned.
(ii) The Committee may, in its
discretion, select Performance Criteria that measure the performance of the Company or one or more business units or Subsidiaries of the Company. The Committee may select Performance Criteria that are absolute or relative to the performance of one
or more comparable companies or an index of comparable companies.
-12-
(iii) The Committee, in its discretion, may, on a case-by-case basis,
reduce, but not increase, the Performance Awards payable to any Employee with respect to any given Performance Cycle, provided that no reduction shall result in an increase in the dollar amount or number of Shares payable under any Performance Award
of another Employee.
(iv) No 162(m) Employee shall be paid any Performance Award until the Committee certifies
in writing the level of performance attained for the Performance Cycle in relation to the applicable Performance Criteria. Performance Awards awarded to Participants who are not 162(m) Employees shall be based on the Performance Criteria and payment
formulas that the Committee, in its discretion, may establish for these purposes. These Performance Criteria and formulas may be the same as or different than the Performance Criteria and formulas that apply to 162(m) Employees.
(e) Vesting.
(i) Each Performance Award shall vest, in the discretion of the Committee, over such period as is specified in the Award Agreement. If the conditions on vesting have not been satisfied as of the
Participants termination of employment with respect to any earned Performance Awards, the unvested Performance Awards shall be forfeited.
(ii) In the event of a Change in Control, any Performance Award (including any dividend equivalents, interest or other forms of return credited on the Performance Award) that has been earned but remains
unvested shall immediately become fully vested, unless the acquiring or surviving corporation or its parent or subsidiary assumes the outstanding Performance Award, converts the Performance Award to its own stock, or substitutes its own stock for
any Shares underlying the Performance Award. If the acquiring or surviving corporation or its parent or subsidiary assumes the outstanding Performance Awards, converts the Performance Award to its own stock, or substitutes its own stock for any
Shares underlying the Performance Award, a Participants assumed or substituted Performance Awards shall become immediately vested in the event the Participants service with the Company or the acquiring or surviving corporation (or with
any of their respective parent or subsidiary corporations) is terminated involuntarily without Cause within 24 months after the Change in Control. Notwithstanding anything herein to the contrary, the Award Agreement shall govern the treatment of an
Award upon a Change in Control, which may differ from the provisions herein, and any such provision for Change in Control shall be in a manner consistent with the provisions of Code Section 409A.
(f) Settlement of Performance Awards. Performance Awards shall be settled solely in the form of Restricted Shares or Stock Units
or any combination of the foregoing.
(g) Dividend Equivalents. A Performance Award may be credited with dividend
equivalents, interest or any other form of investment return, as determined by the Committee. These credits shall be distributed to the Participant immediately.
(h) Section 162(m) of the Code. It is the intent of the Company that Performance Awards be performance-based compensation for purposes of Section 162(m) of the Code, that this
Section 12 be interpreted in a manner that satisfies the applicable requirements of Section 162(m)(C) of the Code and related regulations, and that the Plan be operated so that the Company may take a full tax deduction for Performance
Awards. If any provision of this Plan or any Performance Award would otherwise frustrate or conflict with this intent, the provision shall be interpreted and deemed amended so as to avoid this conflict. Notwithstanding anything in the Plan to the
contrary, including, without limitation, anything contained in Sections 6, 11, 12 or 17, in no event shall a 162(m) Employee receive a payment under an Award intended to meet the requirements of performance-based compensation for purposes of
Section 162(m) of the Code unless the applicable Performance Criteria have been met (except as may be permitted under the Plan and an Award upon death, disability or change of ownership or control in a manner consistent with the regulations
under Section 162(m) of the Code), to the extent required to meet the requirements of Section 162(m) of the Code.
-13-
SECTION 13. LEAVES OF ABSENCE.
An Employees Service shall cease when such Employee ceases to be actively employed by, or a consultant or adviser to, the Company
(or any Subsidiary), as determined in the sole discretion of the Committee. Service does not terminate when an Employee goes on a bona fide leave of absence that was approved by the Company in writing, if the terms of the leave provide for continued
service crediting or if continued service crediting is required by applicable law. Service terminates in any event when the approved leave ends, unless such Employee immediately returns to active work. The Committee shall determine which leaves
count toward Service and when Service terminates for all purposes under the Plan.
SECTION 14. TERMINATION FOR CAUSE.
Notwithstanding anything to the contrary herein, if an Employee incurs a termination of Service for Cause, then all of the Employees
outstanding Options and SARs, whether vested or unvested, and all of the Employees unvested Restricted Shares and Restricted Stock Units shall immediately be cancelled.
SECTION 15. DIRECTOR AWARDS.
(a) Annual Grant. On the first
business day following the day of each annual meeting of the stockholders of the Company, each Outside Director shall be granted an Award of Restricted Shares or Restricted Stock Units, in the discretion of the Board of Directors, which Award shall
have an aggregate Fair Market Value of $90,000 as of the date of grant, provided that no fractional Share or fractional Stock Unit shall be issued. If an Outside Director would otherwise acquire the right to receive fractional Shares or fractional
Stock Units pursuant to the preceding sentence, such right shall be disregarded and the Award shall be rounded down to the nearest number of whole Shares or whole Stock Units, as applicable. Notwithstanding anything to the contrary herein, the Board
of Directors shall determine the terms of any Award to an Outside Director, which terms shall be set forth in an Award Agreement between the recipient and the Company. The terms of any Award of Restricted Shares shall conform to the provisions of
Section 6, and the terms of any Award of Restricted Stock Units shall conform to the provisions of Section 11, in each case except to the extent specifically modified by this Section 15.
(b) Vesting. Each Award of Restricted Shares or Restricted Stock Units to an Outside Director shall become fully vested, in the
sole discretion of the Board of Directors, over a period no shorter than twelve (12) months, as specified in the Award Agreement. Vesting shall occur, at once or in installments, upon satisfaction of the conditions set forth in the Award
Agreement. If the conditions on vesting have not been satisfied as of the termination of the Outside Directors Service, the unvested Awards shall be forfeited.
SECTION 16. DEATH OF RECIPIENT.
Any Award that becomes payable after the
recipients death shall be distributed to the recipients beneficiary or beneficiaries. Each recipient of an Award under the Plan shall designate one or more beneficiaries for this purpose by filing the prescribed form with the Company. A
beneficiary designation may be changed by filing the prescribed form with the Company at any time before the Award recipients death. If no beneficiary was designated or if no designated beneficiary survives the Award recipient, then any Award
that becomes payable after the recipients death shall be distributed to the recipients estate.
SECTION 17. ADJUSTMENT OF
SHARES.
(a) Adjustments. In the event of a subdivision of the outstanding Stock, a declaration of a dividend
payable in Shares, a declaration of a dividend payable in a form other than Shares in an amount that has a material effect on the price of Shares, a combination or consolidation of the outstanding Stock (by reclassification or otherwise) into a
lesser number of Shares, a recapitalization, spin-off or a similar occurrence, the Committee shall make such adjustments as it, in its sole discretion, deems appropriate in one or more of:
(i) The number of Shares available for future Awards under Section 5(a);
-14-
(ii) The limitation on Shares available for grant to any individual under
Section 5(d);
(iii) The number of Shares covered by each outstanding Option and SAR;
(iv) The Exercise Price under each outstanding Option and SAR; or
(v) The number of Stock Units included in any Award that has not yet been settled.
Except as provided in this Section 17, a Participant shall have no rights by reason of any issue by the Company of stock of any class or securities
convertible into stock of any class, any subdivision or consolidation of shares of stock of any class, the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class. No adjustment shall be made
with respect to Awards granted to a 162(m) Employee to the extent the adjustment would cause the Award to fail to qualify as performance-based compensation under Section 162(m) of the Code. No adjustment shall be made with respect to Awards to
the extent the adjustment would result in adverse tax consequences under Code Section 409A.
(b) Dissolution or
Liquidation. To the extent not previously exercised or settled, all Awards shall terminate immediately prior to the dissolution or liquidation of the Company.
(c) Reorganizations. In the event that the Company is a party to a merger or other reorganization, outstanding Awards shall be subject to the agreement of merger or reorganization. Such agreement
shall provide for the following:
(i) The continuation of the outstanding Awards by the Company, if the Company
is a surviving corporation;
(ii) The assumption of the outstanding Awards by the surviving corporation or its
parent or subsidiary, provided that any such Award shall become immediately and fully vested if the employment of the Participant holding the Award is involuntarily terminated without Cause within 24 months of the effective date of the
reorganization;
(iii) The substitution by the surviving corporation or its parent or subsidiary of its own
awards for the outstanding Awards, provided that any such Award shall become immediately and fully vested if the employment of the Participant holding the Award is involuntarily terminated without Cause within 24 months of the effective date of the
reorganization;
(iv) Full exercisability or vesting and accelerated expiration of the outstanding Awards; or
(v) Settlement of the outstanding Awards (including any dividend equivalents, interest or other return
credited to the Participants deferred compensation account) in cash or cash equivalents followed by cancellation of such Awards.
When
an Award is granted or at any time thereafter, the Committee, in its discretion, may specify how the Award shall be treated in the event of a merger or other reorganization if the agreement of merger or reorganization does not make provision for
outstanding Awards.
(d) Reservation of Rights. Except as provided in this Section 17, a Participant shall have no
rights by reason of any subdivision or consolidation of shares of stock of any class, the payment of any dividend or any other increase or decrease in the number of shares of stock of any class. Any issue by the Company of shares of stock of any
class or securities convertible into shares of stock of any class shall not affect, and no adjustment by reason thereof shall be made with respect to, the number of Shares subject to an Award or the Exercise Price of Shares subject to an Option or
SAR. The grant of an Award pursuant to the Plan shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes to its capital or business structure, to merge or consolidate, or to
dissolve, liquidate, sell or transfer all or any part of its business or assets.
-15-
SECTION 18. DEFERRAL OF AWARDS.
(a) Deferral Forms. The Committee (in its sole discretion) may permit a Participant to:
(i) have Shares that otherwise would be delivered to such Participant as a result of the exercise of an Option or SAR
converted into an equal number of Stock Units;
(ii) have cash that otherwise would be paid to such Employee as
a result of the exercise of a SAR credited to a deferred compensation account established for such Employee by the Committee as an entry on the Companys books; or
(iii) have Shares that otherwise would be delivered to such Participant as Restricted Shares or as a result of the
exercise of an Option or SAR or the settlement of Stock Units converted into amounts credited to a deferred compensation account established for such Participant by the Committee as an entry on the Companys books. Such amounts shall be
determined by reference to the Fair Market Value of such Shares as of the date when they otherwise would have been delivered to such Participant.
(b) Deferral Conditions. If the deferral or conversion of Awards is permitted, the Committee (in its sole discretion) may establish rules, procedures and forms pertaining to such Awards, including
(without limitation) with respect to the settlement of deferred compensation accounts established under this Section 18. The Award Agreement may provide that, in the event of the Participants death, disability, involuntary termination of
Service or attainment of a particular age, a deferred Award shall be paid to the Participant, to the extent vested, unless the Participant affirmatively elects to continue to defer distribution.
(c) Effect of a Change in Control. In the event of a Change in Control, any amounts credited to a deferred compensation account
shall continue to be deferred if the Stock of the Company continues to be publicly traded following the Change in Control, except to the extent that the Award Agreement provides otherwise. If the Stock of the Company is not publicly traded following
the Change in Control, the full value of the deferred amounts shall be settled in cash or cash equivalents and immediately distributed to the Participant. Notwithstanding anything herein to the contrary, the Award Agreement shall govern the
treatment of an Award upon a Change in Control, which may differ from the provisions herein, and any such provision for Change in Control shall be in a manner consistent with the provisions of Code Section 409A.
(d) Voting and Dividend Rights. A deferred compensation account established under this Section 18 may be credited with
dividend equivalents, interest or other forms of investment return, as determined by the Committee in its discretion. Any dividend equivalents issued on the deferred amounts shall be paid to the Participant immediately. A Participant shall not have
voting rights with respect to deferred Shares until the Shares are distributed to the Participant. A Participant for whom a deferred compensation account is established shall have no rights with respect to the deferred amounts other than the rights
of a general creditor of the Company. Such an account shall represent an unfunded and unsecured obligation of the Company and shall be subject to the terms and conditions of the applicable agreement between the Participant and the Company.
(e) Compliance with Code Section 409A. Notwithstanding anything to the contrary herein, this Plan incorporates
all applicable restrictions of Code Section 409A and guidance issued thereunder, and the Plan shall be deemed amended as necessary to conform to the requirements of Code Section 409A any Awards that are deferred pursuant to this
Section 18 and any other Awards that are considered to be deferred compensation for purposes of Code Section 409A. Notwithstanding anything in the Plan or any Award to the contrary, to the extent necessary to avoid adverse tax
consequences under Code Section 409A, in the event that a Participant is determined to be a specified employee in accordance with Code Section 409A, and the regulations and other guidance issued thereunder for purposes of any payment upon
separation from service (as such term is defined therein), such payments shall be made or begin, as applicable, on the first day of the first month which is more than six months following the date of separation from service.
-16-
SECTION 19. FRACTIONAL SHARES.
No fractional Shares shall be issued under the Plan. If a Participant acquires the right to receive a fractional Share under the Plan, the
Participant shall receive, in lieu of the fractional Share, an amount in cash equal to the Fair Market Value of the fractional Share as of the date of the settlement of the Award, except as provided in Section 15(a).
SECTION 20. AWARDS UNDER OTHER PLANS.
The Company may grant awards under other agreements, plans or programs. Such awards may be settled in the form of Shares issued under this Plan. Such Shares shall be treated for all purposes under the
Plan as Shares issued in settlement of Stock Units and shall, when issued, reduce the number of Shares available under Section 5(a).
The Company may also grant Shares under this Plan in connection with Awards that are assumed, converted or substituted as a result of the acquisition of another business, corporation or other entity by
the Company or a combination of the Company with another business, corporation or entity. Such Shares shall not reduce the number of Shares available under Section 5(a).
SECTION 21. NONTRANSFERABILITY OF AWARD.
No Award under the Plan shall be
subject in any manner to alienation, anticipation, sale, assignment, pledge, encumbrance or transfer, and no other persons shall otherwise acquire any rights therein, except that (a) an Award may be transferred by will or by the laws of descent
or distribution, and (b) Restricted Shares may be freely transferred after the Shares vest and are delivered to the Participant, provided that Restricted Shares awarded to an affiliate of the Company may be transferred only pursuant to Rule 144
under the Securities Act of 1933, as amended (the Securities Act), or pursuant to an effective registration for resale under the Securities Act. For purposes of clause (b), affiliate shall have the meaning assigned to that
term under Rule 144.
SECTION 22. LEGAL AND REGULATORY REQUIREMENTS.
Shares shall not be issued under the Plan unless the issuance and delivery of such Shares complies with (or is exempt from) all applicable
requirements of law, including (without limitation) the Securities Act, the rules and regulations promulgated thereunder, applicable state securities laws and regulations and the regulations of the National Association of Securities Dealers or any
stock exchange on which the Companys securities may then be listed, and the Company has obtained the approval or favorable ruling from any governmental agency that the Company determines is necessary or advisable. Awards under the Plan are
also intended to satisfy the requirements of Rule 16b-3 under the Exchange Act. If any provision of the Plan or any grant of an Award would otherwise frustrate or conflict with this intent, that provision shall be interpreted and deemed amended so
as to avoid conflict. No Participant shall be entitled to receive, exercise, transfer or settle any Award if the grant, exercise, transfer or settlement would violate the provisions of the Sarbanes-Oxley Act of 2002 or any other applicable law.
SECTION 23. WITHHOLDING TAXES.
(a) General. To the extent required by applicable federal, state, local or foreign law, a Participant shall make arrangements satisfactory to the Company for the satisfaction of any withholding tax
obligations that arise in connection with the Plan. The Company shall not be required to issue any Shares or make any cash payment under the Plan until such obligations are satisfied.
(b) Method of Satisfying Withholding Obligations. The Committee, in its sole discretion, may permit a Participant to satisfy all
or part of his or her withholding or income tax obligations by having the Company
-17-
withhold all or a portion of any Shares or cash that otherwise would be issued to him or her, or by surrendering all or a portion of any Shares that he or she previously acquired and has held for
at least six months. Such Shares shall be valued at their Fair Market Value as of the date when taxes otherwise would be withheld in cash. In no event may a Participant have Shares withheld that would otherwise be issued to him or her in excess of
the number necessary to satisfy the legally required minimum tax withholding.
SECTION 24. NO EMPLOYMENT RIGHTS.
No provision of the Plan nor any right or Option granted under the Plan shall be construed to give any person the right to become, to be
treated as, or to remain an Employee or director of the Company. The Company and its Subsidiaries reserve the right to terminate any persons employment at any time and for any reason, with or without notice.
SECTION 25. NO SEGREGATION OF ASSETS.
Neither the Company nor any Subsidiary shall be required to segregate any assets that may at any time be represented by Awards granted pursuant to the Plan.
SECTION 26. EFFECT ON OTHER PLANS.
Any gain realized pursuant to Awards under the Plan constitutes a special incentive payment to the Participant and shall not be taken into account as compensation for purposes of any other employee
benefit plan of the Company or a Subsidiary, except as the Committee otherwise provides. The adoption of the Plan shall have no impact on Awards made or to be made under any other benefit plan covering an employee of the Company or a Subsidiary or
any predecessor or successor of the Company or a Subsidiary.
SECTION 27. DURATION AND AMENDMENTS.
(a) Term of the Plan. The Plan, as set forth herein, shall terminate automatically on December 31, 2022, and may be terminated
on any earlier date pursuant to Section 27(b) below.
(b) Right to Amend or Terminate the Plan. The Board of
Directors may amend the Plan at any time and from time to time. Rights and obligations under any Award granted before amendment of the Plan shall not be materially impaired by such amendment, except with the consent of the person to whom the Award
was granted. An amendment of the Plan shall be subject to the approval of the Companys stockholders only to the extent required by applicable laws, regulations or rules. Notwithstanding the foregoing, no material revision to the terms of the
Plan shall be effective until the amendment is approved by the stockholders of the Company. A revision is material for this purpose if, among other changes, it materially increases the number of Shares that may be issued under the Plan
(other than an increase described in Section 5(b) or Section 17 of the Plan), changes the types of Awards available under the Plan, materially expands the class of persons eligible to receive Awards under the Plan, materially extends the
term of the Plan, decreases the Exercise Price at which Options or SARs may be granted (other than an adjustment in Exercise Price permitted by Section 17), or allows for the cancellation of an Option or SAR with an Exercise Price greater than
the then current Fair Market Value in exchange for another Award or cash payment.
(c) Effect of Amendment or
Termination. The termination of the Plan or any amendment thereof shall not affect any Share previously issued or any Award previously granted under the Plan. No Shares shall be issued or sold under the Plan after the termination thereof, except
upon exercise of an Option or SAR or settlement of a Stock Unit granted prior to such termination.
-18-
SECTION 28. CHOICE OF LAW.
The Plan and all determinations made and actions taken under the Plan shall be governed by the internal substantive laws, and not the choice of law rules, of the State of Delaware and construed
accordingly, to the extent not superseded by federal law.
SECTION 29. SEVERABILITY.
If any provision of the Plan is held unlawful or otherwise invalid or unenforceable in whole or in part, the unlawfulness, invalidity or
unenforceability shall not affect any other parts of the Plan, which shall remain in full force and effect.
-19-
EXHIBIT A
PERFORMANCE CRITERIA
In establishing performance targets to measure the performance of
the Company, a Subsidiary or a business unit during a specified period pursuant to Section 12 of the Plan, the Committee shall select one or more of the following business criteria:
(i) pre-tax or after-tax income;
(ii) earnings per Share;
(iii) income from operations;
(iv) earnings before interest expense and provision for income taxes (EBIT);
(v) earnings before interest expense, provision for income taxes, depreciation and amortization expenses (EBITDA);
(vi) net income;
(vii) revenue growth;
(viii) economic value added (EVA);
(ix) return on net or total assets;
(x) free cash flow from operations;
(xi) free cash flow per Share;
(xii) return on invested capital;
(xiii) return on
stockholders equity;
(xiv) expense reduction;
(xv) working capital;
(xvi) total stockholder return; and
(xvii) performance of the
Companys stock price.
The Committee, in its discretion, may elect to exclude, in calculating performance under any of the above
criteria, (i) unusual gains, unusual losses and other nonrecurring items (including, without limitation, the impact from any foreign currency devaluations and acquisition termination fees (net of related costs)), (ii) the amount of all
charges and expenses incurred or income earned in connection with any refinancing, restructuring, rationalization, recapitalization or reorganization involving the Company and its Subsidiaries, (iii) the cumulative effects of accounting
changes, (iv) discontinued operations, and (v) any business units, divisions, Subsidiaries or other entities sold or acquired. The Committee may determine no later than 90 days after the commencement of the applicable Performance Cycle
also to exclude other items, each determined in accordance with generally accepted accounting principles in the United States (to the extent applicable).
|
|
|
|
|
|
|
SILGAN HOLDINGS INC. |
|
|
|
|
|
|
|
|
|
|
IMPORTANT ANNUAL MEETING INFORMATION |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Using a black ink pen, mark your votes with an X as shown in
this example. Please do not write outside the designated areas. |
|
x |
|
|
|
Annual Meeting Proxy Card |
▼ PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
▼
|
|
|
A |
|
Proposals The Board of Directors recommends that you vote FOR all nominees with respect to Proposal 1 and FOR Proposals 2, 3 and 4. |
|
|
|
1. ELECTION OF DIRECTORS (CLASS III)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
WITHHOLD AUTHORITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
For |
|
Against |
|
Abstain |
|
Nominees (each to serve until the Companys Annual Meeting of Stockholders in 2018 and until their successors are duly elected and qualified): |
|
FOR all nominees listed below
¨ |
|
to vote for all
nominees listed below
¨ |
|
EXCEPTIONS*
¨ |
|
2. To approve the Amended and Restated Silgan Holdings Inc. 2004 Stock Incentive Plan and to reapprove the material
terms of the performance goals under the Amended and Restated Silgan Holdings Inc. 2004 Stock Incentive Plan. |
|
¨ |
|
¨ |
|
¨ |
|
|
|
|
|
|
|
|
|
|
|
|
For |
|
Against |
|
Abstain |
|
|
01 Anthony J. Allott 02 Joseph M.
Jordan 03 Edward A. Lapekas |
|
|
|
|
|
|
|
3. To ratify the appointment of Ernst & Young LLP as the Companys independent registered public accounting
firm for the fiscal year ending December 31, 2015. |
|
¨ |
|
¨ |
|
¨ |
|
|
|
|
|
|
|
|
|
|
|
For |
|
Against |
|
Abstain |
|
|
* (INSTRUCTION: To withhold authority to vote for any
individual nominee, mark the Exceptions box and write that nominees name in the space provided below.)
_________________________________ |
|
|
|
|
|
4. Advisory vote to approve the compensation of the Companys named executive officers. |
|
¨ |
|
¨ |
|
¨ |
|
|
|
|
|
|
|
5. To consider
and act upon any other business as may properly come before the meeting or any adjournment or postponement thereof. |
|
|
|
|
|
|
|
|
|
|
|
B |
|
Change of Address Please print new address below. |
|
|
|
C |
|
Authorized Signatures This section must be completed for your vote to be counted. Date and Sign Below |
When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please
provide the full name of the corporation and the signature of the authorized officer signing on its behalf. |
|
|
|
|
|
|
|
|
|
Date (mm/dd/yyyy) Please print date below. |
|
Signature 1 Please keep signature within the box. |
|
Signature 2 Please keep signature within the box. |
/ / |
|
|
|
|
|
|
|
|
021X3B
▼ PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. ▼
SILGAN HOLDINGS INC.
4
LANDMARK SQUARE
STAMFORD, CT 06901
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints R. Philip Silver, D. Greg Horrigan and Anthony J. Allott as Proxies, each with the power of substitution, and
hereby authorizes each of them to represent and to vote, as designated below, all the shares of common stock, par value $.01 per share, of Silgan Holdings Inc., or the Company, held of record by the undersigned on April 10, 2015 at an Annual
Meeting of Stockholders of the Company to be held on May 26, 2015 or any adjournment or postponement thereof.
When properly
executed, this proxy will be voted in the manner directed herein by the undersigned stockholder. If no direction is made, this proxy will be voted FOR all nominees with respect to Proposal 1 and FOR Proposals 2, 3 and 4.
(Continued and to be dated and signed on the reverse side.)
Silgan (NASDAQ:SLGN)
Historical Stock Chart
From Mar 2024 to Apr 2024
Silgan (NASDAQ:SLGN)
Historical Stock Chart
From Apr 2023 to Apr 2024