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SLGN > SEC Filings for SLGN > Form 8-K on 7-Feb-2014All Recent SEC Filings

Show all filings for SILGAN HOLDINGS INC

Form 8-K for SILGAN HOLDINGS INC


7-Feb-2014

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standar


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

As disclosed in Item 5.02 below, Mr. Jeffrey C. Crowe resigned as a Director of Silgan Holdings Inc. (the "Company") for personal reasons, effective February 5, 2014. As a result of such resignation, the Company's Board of Directors currently consists of six Directors, three of whom are "independent directors" as defined in Rule 5605(a)(2) of the listing standards of the Nasdaq Stock Market. Accordingly, the Company does not currently meet the requirements of Rule 5605(b)(1) of the listing standards of the Nasdaq Stock Market, which requires that a majority of the Board of Directors of the Company be comprised of "independent directors" as defined in Rule 5605(a)(2) of the listing standards of the Nasdaq Stock Market.

On February 6, 2014, the Company notified the Nasdaq Stock Market that, due to Mr. Crowe's resignation, its Board of Directors currently does not consist of a majority of "independent directors" as defined in Rule 5605(a)(2) of the listing standards of the Nasdaq Stock Market, and that therefore the Company does not currently meet the requirements of Rule 5605(b)(1) of the listing standards of the Nasdaq Stock Market. On February 7, 2014, the Company received a response letter from the Nasdaq Stock Market acknowledging the fact that the Company does not currently meet the requirements of Rule 5605(b)(1) of the listing standards of the Nasdaq Stock Market.

In accordance with Rule 5605(b)(1) of the listing standards of the Nasdaq Stock Market and as stated in the response letter the Company received from the Nasdaq Stock Market, the Company has a cure period of 180 days from the effective date of Mr. Crowe's resignation to again meet the requirements of Rule 5605(b)(1) of the listing standards of the Nasdaq Stock Market. Prior to the end of such cure period and in accordance with the Company's Amended and Restated Certificate of Incorporation, as amended, the Company's Board of Directors intends to fill the vacancy on the Company's Board of Directors created by Mr. Crowe's resignation with a person who is an "independent director" as defined in Rule 5605(a)(2) of the listing standards of the Nasdaq Stock Market, upon which the Company will again meet the requirements of Rule 5605(b)(1) of the listing standards of the Nasdaq Stock Market.



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 February 5, 2014, Mr. Jeffrey C. Crowe notified the Company that he was resigning as a Director of the Company for personal reasons. Mr. Crowe served as a Director of the Company for almost 17 years, since May 1997. Mr. Crowe was also Chairperson of the Compensation Committee of the Board of Directors of the Company and a member of the Audit Committee of the Board of Directors of the Company. The Company and its Board of Directors expressed their appreciation to Mr. Crowe for his service as a Director of the Company and for his contributions to the Company.


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