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):  June 7, 2010
 
 
 
SILGAN HOLDINGS INC.
(Exact name of Registrant as specified in its charter)
 
 
Delaware
000-22117
06-1269834
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File Number)
Identification No.)
 
 
4 Landmark Square, Stamford, Connecticut
06901
(Address of principal executive offices)
(Zip Code)
 
 
Registrant’s telephone number, including area code:  (203) 975-7110
 
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:
 
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 
 
 
Section 5—Corporate Governance and Management
 
Item 5.07.                      Submission of Matters to a Vote of Security Holders.
 
On June 7, 2010, the Registrant held its annual meeting of stockholders.  At such annual meeting, stockholders of the Registrant voted on the matters set forth below, and the final voting results for such matters are set forth below.
 
 
1.  
The proposal to approve an amendment to the Amended and Restated Certificate of Incorporation of the Registrant to amend the stockholder voting standard from a majority of shares outstanding standard to a majority of votes cast standard was approved based upon the following votes:
 
For
34,972,414
Against
751,574
Abstain
225,325
Broker Non-Votes
0

2.  
The proposal to approve an amendment to the  Amended and Restated Certificate of Incorporation of the Registrant to increase the number of authorized shares of Common Stock from 100,000,000 to 200,000,000 was approved based upon the following votes:
 
 For
34,805,181
 Against
  1,134,061
 Abstain
       10,071
 Broker Non-Votes
                0
 
 
3.  
Each of the two nominees for election to the Board of Directors of the Registrant was elected, to serve until the Registrant’s annual meeting of stockholders in 2013 and until his successor is duly elected and qualified, based upon the following votes:
 
 
Nominee
For
Withhold
Authority
Broker
Non-Votes
R. Philip Silver
21,175,115
14,032,902
741,296
William C. Jennings
34,475,933
732,084
741,296
 
 
4.  
The proposal to approve the ratification of the appointment of Ernst & Young LLP as the Registrant’s independent registered public accounting firm for the fiscal year ending December 31, 2010 was approved based upon the following votes:
 
For
35,632,389
Against
315,466
Abstain
1,458
 
 
 
 
2
 
 
Section 9—Financial Statements and Exhibits
 
Item 9.01.    Financial Statements and Exhibits .
 
(d)          Exhibits
 
Exhibit No.                                             Description
 
     
3.1
Amendment to the Amended and Restated Certificate of Incorporation of Silgan Holdings Inc. to amend the stockholder voting standard.
 
     
3.2
Amendment to the Amended and Restated Certificate of Incorporation of Silgan Holdings Inc. to increase the number of authorized shares of Common Stock.
 
 

 
3
 
 
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:  June 11, 2010
 
   
       
       
       
                  

 
 
4
 

INDEX TO EXHIBITS
 
 
 
 
Exhibit No.
Description
   
3.1
Amendment to the Amended and Restated Certificate of Incorporation of Silgan Holdings Inc. to amend the stockholder voting standard.
 
3.2
Amendment to the Amended and Restated Certificate of Incorporation of Silgan Holdings Inc. to increase the number of authorized shares of Common Stock.
 
 
 
5


 EXHIBIT 3.1
 
 
CERTIFICATE OF AMENDMENT TO THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
SILGAN HOLDINGS INC.
PURSUANT TO SECTION 242 OF THE GENERAL CORPORATION LAW
OF THE STATE OF DELAWARE
 
 
Silgan Holdings Inc., a corporation organized and existing under and by virtue of the laws of the State of Delaware, hereby certifies that:
 
 
1.           The name of the corporation is Silgan Holdings Inc. (the “Corporation”).
 
2.           The second sentence of Paragraph A of Article SIXTH of the Corporation’s Amended and Restated Certificate of Incorporation is hereby amended by deleting such sentence in its entirety and replacing it with the following sentence:
 
Subject to any voting rights that may be conferred upon the holders of any series of the Preferred Stock established by the Board of Directors of the Corporation pursuant to authority herein provided, and except as otherwise provided herein or by law, the affirmative vote of the holders of not less than a majority of the votes cast by the holders of shares of Common Stock shall be required for the approval of any matter to come before the stockholders of the Corporation.
 
3.           The foregoing amendment to the Corporation’s Amended and Restated Certificate of Incorporation was duly adopted by the Board of Directors and stockholders of the Corporation in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
 
IN WITNESS WHEREOF, SILGAN HOLDINGS INC. has caused this Certificate of Amendment to be executed in its corporate name by its Senior Vice President on the 7 th day of June, 2010.

 
 
  SILGAN HOLDINGS INC.  
       
 
By:
/s/  Frank W. Hogan, III         
    Name:   Frank W. Hogan, III  
   
Title:      Senior Vice President,
              General Counsel and Secretary
 
       
   EXHIBIT 3.2
 
 
 
 
CERTIFICATE OF AMENDMENT TO THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
SILGAN HOLDINGS INC.
PURSUANT TO SECTION 242 OF THE GENERAL CORPORATION LAW
OF THE STATE OF DELAWARE
 
 
Silgan Holdings Inc., a corporation organized and existing under and by virtue of the laws of the State of Delaware, hereby certifies that:
 
 
1.           The name of the corporation is Silgan Holdings Inc. (the “Corporation”).
 
2.           The first sentence of Article SIXTH of the Corporation’s Amended and Restated Certificate of Incorporation is hereby deleted in its entirety and replaced with the following sentence:
 
The total number of shares of capital stock which the Corporation shall have authority to issue is 210,000,000 shares, consisting of 200,000,000 shares of common stock, par value $.01 per share (the “Common Stock”), and 10,000,000 shares of preferred stock, par value $.01 per share (the “Preferred Stock”).
 
3.           The foregoing amendment to the Corporation’s Amended and Restated Certificate of Incorporation was duly adopted by the Board of Directors and stockholders of the Corporation in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
 
IN WITNESS WHEREOF, SILGAN HOLDINGS INC. has caused this Certificate of Amendment to be executed in its corporate name by its Senior Vice President on the 7 th day of June, 2010.
 
  SILGAN HOLDINGS INC.  
       
 
By:
/s/  Frank W. Hogan, III         
    Name:   Frank W. Hogan, III  
   
Title:      Senior Vice President,
              General Counsel and Secretary