8-K

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): April 6, 2023

SILGAN HOLDINGS INC.

(Exact name of Registrant as specified in its charter)

(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:

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 5—Corporate Governance and Management

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)     Departure of Directors or Certain Officers

On April 6, 2023, D. Greg Horrigan, a member of the Board of Directors of Silgan Holdings Inc., or the Company, notified the Company that he will not seek reelection as a Class II Director of the Company at the Company’s 2023 annual meeting of stockholders. Mr. Horrigan indicated that his decision to not seek reelection as a Class II Director of the Company is not the result of any disagreement with the Company.

Mr. Horrigan co-founded the Company with R. Philip Silver 36 years ago and has served as a Director of the Company since its founding. Mr. Horrigan also served as the Company’s Co-Chairman of the Board in both an executive and non-executive capacity until March 2019. The Company and its Board of Directors express their sincere appreciation and gratitude to Mr. Horrigan for his 36 years of service as a Director of the Company and for all his contributions to the Company.

Section 8—Other Events

Item 8.01 Other Events.

On April 6, 2023, the Company issued a press release announcing that D. Greg Horrigan will not seek reelection as a Class II Director of the Company. A copy of this press release is filed herewith and attached hereto as Exhibit 99.1.

Section 9—Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

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.

Date: April 6, 2023

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Document

SILGAN HOLDINGS ANNOUNCES D. GREG HORRIGAN

WILL NOT SEEK REELECTION AS A DIRECTOR

STAMFORD, CT, April 6, 2023 -- Silgan Holdings Inc. (NYSE:SLGN), a leading supplier of sustainable rigid packaging solutions for the world’s essential consumer goods products, announced that D. Greg Horrigan informed the Company today of his decision to not seek reelection as a Class II Director of the Company at the Company’s 2023 annual meeting of stockholders. Mr. Horrigan co-founded the Company with R. Philip Silver 36 years ago and has served as a Director of the Company since its founding. Mr. Horrigan also served as the Company’s Co-Chairman of the Board in both an executive and non-executive capacity until March 2019.

“When Silgan was founded 36 years ago, Phil Silver and Greg Horrigan were completely aligned in their view of how to define success in building a sustainable enterprise. Superior returns for shareholders would be generated through an unwavering commitment to our Mission, to compete and win in our markets by being the best at what we do, and a firm belief in the principles that guide our daily activities,” said Tony Allott, Chairman of the Board. “Throughout our organization, Greg instilled a deep understanding and focus on meeting the unique needs of Silgan’s customers. This customer focused model continues to be a key foundation of the sustainable competitive advantage that Silgan enjoys in our markets to this day. His intense focus on the customer, unequivocable alignment with our

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SILGAN HOLDINGS

April 6, 2023

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shareholders and insightful leadership are just a few examples of the lasting legacy he has created at Silgan. On behalf of the Board of Directors and the entire Silgan team, we sincerely thank Greg for his guidance, wisdom, integrity and friendship. While Silgan will miss his presence and strategic voice, his example and teachings will remain with each of us and are ingrained in our culture. We all wish Greg the very best for the future,” concluded Mr. Allott.

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Silgan is a leading supplier of sustainable rigid packaging solutions for the world's essential consumer goods products with annual net sales of approximately $6.4 billion in 2022. Silgan operates 112 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.

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