8-K - SLGN - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 19, 2022

SILGAN HOLDINGS INC.

(Exact name of Registrant as specified in its charter)

Delaware		000-22117	06-1269834
(State or other jurisdiction		(Commission	(I.R.S. Employer
of incorporation)		file number)	Identification No.)
4 Landmark Square
Stamford,	Connecticut		06901
(Address of principal executive offices)			(Zip Code)

(203) 975-7110

(Registrant's telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	SLGN	Nasdaq Global Select Market

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Section 3—Securities and Trading Markets

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On July 19, 2022, Silgan Holdings Inc. (the “Company”) announced that it will transfer the listing of its common stock, par value $0.01 per share (the “Common Stock”), to the New York Stock Exchange (the “NYSE”). On June 14, 2022, the Board of Directors of the Company authorized and approved the transfer of the listing of the Common Stock to the NYSE. The Company notified the Nasdaq Global Select Market (“Nasdaq”) that it will voluntarily withdraw the listing of its Common Stock from Nasdaq effective as of the close of trading on July 29, 2022. The Company will commence trading on the NYSE at market open on the following business day, August 1, 2022.

The Common Stock has been approved for listing on the NYSE, where it will continue to trade under the current stock symbol “SLGN”.

Section 7—Regulation FD

Item 7.01 Regulation FD Disclosure.

On July 19, 2022, the Company issued a press release attached hereto as Exhibit 99.1 in connection with the transfer of its Common Stock listing to the NYSE.

The information in Item 7.01 and Exhibit 99.1 to this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.

Section 9—Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release dated July 1 9 , 2022 announcing the transfer of the Company's Common Stock listing to t he NYSE .
104	Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SILGAN HOLDINGS INC.
By:	/s/ Frank W. Hogan, III
	Frank W. Hogan, III
	Senior Vice President, General
	Counsel and Secretary

Date: July 19, 2022

Document

	Exhibit 99.1
News
For Immediate Release
	4 Landmark Square
	Suite 400
	Stamford, CT 06901
	Telephone: 203-975-7110
	Fax: 203-975-7902
	Contact:
	Robert B. Lewis
	(203) 406-3160

SILGAN ANNOUNCES TRANSFER OF ITS

COMMON STOCK LISTING TO NEW YORK STOCK EXCHANGE;

TO RING OPENING BELL ON AUGUST 1, 2022

STAMFORD, CT, July 19, 2022 -- Silgan Holdings Inc. (Nasdaq:SLGN), a leading supplier of sustainable rigid packaging solutions for consumer goods products, announced today that it is transferring the listing of its Common Stock from the Nasdaq Global Select Market (Nasdaq) to the New York Stock Exchange (NYSE). The NYSE is home to many leading companies, including 70% of the S&P 500.

Silgan expects that its Common Stock will commence trading on the NYSE at market open on August 1, 2022 under its current ticker symbol “SLGN”. Silgan’s Common Stock will continue to trade on Nasdaq until the transfer is completed. The transfer is expected to be seamless for Silgan’s investors and stockholders, and no action is required on their part. Silgan also announced that it will ring the opening bell on the NYSE on August 1, 2022, its first day of trading on the NYSE.

“We are pleased to join the NYSE, one of the world’s most prestigious trading platforms and the world’s largest stock exchange,” said Adam J. Greenlee, President and CEO. “This year marks the 25th anniversary of our initial public offering and listing on Nasdaq, and we are grateful to Nasdaq for all of their support over that period. We have evolved from a start-up company to a mature, diversified sustainable rigid packaging manufacturing company, and we believe this move complements our

SILGAN HOLDINGS

July 19, 2022

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Company well as importantly we will be joining our many peer group companies that trade on the NYSE. We look forward to leveraging all of the advantages of the NYSE platform which combines world-class technology with human oversight,” concluded Mr. Greenlee.

“We are excited to welcome world-class manufacturer, Silgan, to the NYSE’s community of icons and disruptors,” said John Tuttle, Vice Chairman, NYSE Group. “We look forward to working with the Company for years to come.”

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Silgan is a leading supplier of sustainable rigid packaging solutions for consumer goods products with annual net sales of approximately $5.7 billion in 2021. Silgan operates 113 manufacturing facilities in North and South America, Europe and Asia. The Company is a leading worldwide supplier of dispensing and specialty closures for food, beverage, health care, garden, home, personal care, fragrance and beauty products. The Company is also a leading supplier of metal containers in North America and Europe for food and general line products. In addition, the Company is a leading supplier of custom containers for shelf-stable food and personal care products in North America.

Statements included in this press release which are not historical facts are forward looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and the Securities Exchange Act of 1934, as amended. Such forward looking statements are made based upon management’s expectations and beliefs concerning future events impacting the Company and therefore involve a number of uncertainties and risks, including, but not limited to, those described in the Company’s Annual Report on Form 10-K for 2021 and other filings with the Securities and Exchange Commission. Therefore, the actual results of operations or financial condition of the Company could differ materially from those expressed or implied in such forward looking statements.

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