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  ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

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):

4 Landmark Square

Stamford, Connecticut 06901

(203)975-7110

Notice of Annual Meeting of Stockholders

To be Held on June 12, 20198, 2020

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 Marriott—Stamford Downtown, 275 Summer Street, Stamford, Connecticut 06901 at 9:00 a.m., on Wednesday, June 12, 2019,8, 2020, for the following purposes:

The close of business on April 17, 20199, 2020 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.

We are continually monitoring the coronavirus(COVID-19) situation and the related requirements, recommendations and protocols issued by public health authorities and federal, state and local governments. If we determine that alternative arrangements for the annual meeting are advisable or required, then we will announce our decision and post additional information regarding the annual meeting on our website at www.silganholdings.com. We encourage you to vote your shares of Common Stock of the Company prior to the annual meeting.

By Order of the Board of Directors,

Frank W. Hogan, III

Secretary

Stamford, Connecticut

April 29, 201928, 2020

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 three 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.

4 Landmark Square

Stamford, Connecticut 06901

(203)975-7110

PROXY STATEMENT

Annual Meeting of Stockholders

To be Held on June 12, 20198, 2020

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 Marriott—Stamford Downtown, 275 Summer Street, Stamford, Connecticut 06901, on Wednesday, June 12, 2019,8, 2020, 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 29, 2019.28, 2020.

Only holders of record of our Common Stock as of the close of business on April 17, 2019,9, 2020, the Record Date, will be entitled to notice of and to vote at the Meeting. As of the Record Date, we had 111,142,513110,871,203 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 nomineenominees for director listed below to serve until our annual meeting of stockholders in 20222023 and until his successor istheir successors are duly elected and qualified,FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 20192020 andFOR the approval, on an advisory basis, of the compensation of the Company’s 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 the third matter specified in the Notice of Meeting, in each case without voting instructions from you.

Assuming that a quorum exists at the Meeting, approval of each of the first and second matters specified in the Notice of Meeting requires the affirmative vote of a majority of the votes cast at the Meeting and approval,

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 any matter specified in the Notice of Meeting will not be counted in determining the total number of votes cast for such matter 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 ONFORM 10-K, INCLUDING THE FINANCIAL STATEMENTS AND THE FINANCIAL STATEMENT SCHEDULES THERETO, THAT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, OR THE SEC, PURSUANT TO RULE13a-1 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, FOR THE FISCAL YEAR ENDED DECEMBER 31, 2018.2019. 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.

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PROPOSAL 1: ELECTION OF DIRECTORDIRECTORS

NomineeNominees

Our Board of Directors is currently composed of eightnine members, divided into three classes designated as Class I, Class II and Class III. We currently have twothree Class I Directors, three 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 R. Philip SilverMessrs. Leigh J. Abramson, D. Greg Horrigan and William C. Jennings.John W. Alden. As previously announced on April 19, 2019,27, 2020, Mr. JenningsAlden will retire from our Board of Directors upon the expiration of his term at the Meeting and, therefore, will not stand for reelection at the Meeting. As a result, in accordance with our Amended and Restated Certificate of Incorporation, as amended, immediately following the Meeting, the Director position held by Mr. JenningsAlden will be eliminated, the number of Directors constituting our Board of Directors shall be reduced to seveneight and the number of Directors constituting our Class III Directors shall be reduced to one.two. Accordingly, only onetwo Class I DirectorII Directors will stand for election by the Company’s stockholders at the Meeting. 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, Mr. Silver wasMessrs. Abramson and Horrigan were nominated forre-election at the Meeting as a Class I DirectorII Directors of the Company, to serve until our annual meeting of stockholders in 20222023 and until his successor hastheir successors have been duly elected and qualified. You should read the section in this Proxy Statement titled “Certain Relationships and Related Transactions—Stockholders Agreement” for a description of the material provisions of the Stockholders Agreement.

TheEach 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, theany 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 theeach nominee for Class III Director of the Company and each Director of the Company whose term of office continues after the Meeting, including the individual’s age (as of December 31, 2018)2019), 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 the nominee and each Director brings to our Board of Directors. We believe that theeach nominee and each 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, risk management experience and finance and accounting experience.

NomineeNominees for election as Director (Class I)II)—term expiring 20222023

R. Philip SilverLeigh J. Abramson, age 76,51, has been one of our Directors since August 2018. Mr. Abramson previously served as a Director of the Company’s inception in 1987.Company from September 1996 until July 2003. Mr. Silver was ourAbramson has been a Partner andCo-ChairmanCo-Head of the BoardIndustrial Growth Group of Gryphon Investors, a private equity firm, since March 2020. Mr. Abramson has been a Managing Director and Partner of Metalmark Capital, a private equity fund, since its founding in anon-executive capacity2004. Mr. Abramson was with Morgan Stanley Capital Partners from March 2006 through March 2019. Prior to that, Mr. Silver was ourCo-Chief Executive Officer from March 19941992 until March 2006. Mr. Silver was also ourCo-Chairman of the Board in an executive capacity from August 2004, until March 2006 and prior to that, ourhe began

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Chairman of the Boardhis career in an executive capacity.Morgan Stanley’s Investment Banking Division in 1990 until 1992. Mr. Silver is one of ourco-founders. Prior to founding the Company in 1987,Abramson has also served, and currently serves, as a director for several private companies. 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 ourco-founders, Mr. SilverAbramson brings to our Board of Directors extensive knowledge of the Companyexperience in corporate strategy, mergers and the consumer goods packaging industryacquisitions and numerous years of executive management experience.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE ELECTION OF THE NOMINEE FOR DIRECTOR (CLASS I) OF THE COMPANY.

Incumbent Directors (Class II)—term expiring 2020financial matters.

D. Greg Horrigan, age 75,76, has been one of our Directors since the Company’s inception in 1987. Mr. Horrigan was ourCo-Chairman of the Board in anon-executive capacity from March 2006 through March 2019. Prior to that, Mr. Horrigan was ourCo-Chief Executive Officer from March 1994 until March 2006. Mr. Horrigan was also ourCo-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 ourco-founders. 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 ourco-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.

Leigh J. Abramson, age 50, has been one of our Directors since August 2018. Mr. Abramson previously served as a Director of the Company from September 1996 until July 2003. Mr. Abramson has been a Managing Director and Partner of Metalmark Capital, a private equity fund, since its founding in 2004. Mr. Abramson focuses on the industrial and agricultural sectors. Metalmark Capital was founded by the principals of Morgan Stanley Capital Partners, including Mr. Abramson. Mr. Abramson was with Morgan Stanley Capital Partners from 1992 until 2004, and he began his career in Morgan Stanley’s Investment Banking Division in 1990 until 1992. Mr. Abramson has also served, and currently serves, as a director for several private companies. Mr. Abramson brings to our Board of Directors extensive experience in corporate strategy, mergers and acquisitions and financial matters.

John W. Alden, age 77, 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. During the past five years, Mr. Alden served as a director of ArcBest Corporation, a provider of freight transportation, HD Supply Holdings Inc., a North American industrial distributor, Barnes Group Inc., an aerospace and industrial components manufacturer, and The D & B Corporation, a provider of commercial information. Mr. Alden brings to our Board of Directors 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 II) OF THE COMPANY.

Incumbent Directors (Class III)—term expiring 2021

Anthony J. Allott, age 54,55, has been one of our Directors since June 2006 and our Chairman of the Board since April 2019. Mr. Allott has also been our Chief Executive Officer since March 2006. Mr. Allott was our President from August 2004 through March 2019. 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 considerableextensive executive management experience and serves as our Chief Executive Officer.

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Mr. Jordan was a partner in its Financial Services practice, serving banking and insurance company clients. He served aspartner-in-charge of KPMG’s New York Insurance Practice and was KPMG’s National Director of Insurance Tax Services. Mr. Jordan also served as a partner in KPMG’s 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.

Incumbent Directors (Class I)—term expiring 2022

Kimberly A. Fields, age 50, has been one of our Directors since July 2019. Ms. Fields currently serves as Executive Vice President for the Flat Rolled Products Group of Allegheny Technologies Incorporated, a position she has held since April 2019. Allegheny Technologies Incorporated is a global manufacturer of technically advanced specialty materials and complex components, including stainless-steel sheet, specialty plate and specialty coil, and a publicly traded company listed on the New York Stock Exchange. Previously, Ms. Fields was Group President for IDEX Corporation, a company that develops, designs and manufactures fluidics systems and specialty engineered products and a publicly traded company listed on the New York Stock Exchange, from July 2015 until April 2019. Ms. Fields joined IDEX Corporation in April 2014 as President, Specialty Compression and GAST Manufacturing. Prior to that, Ms. Fields was Executive Vice President for the Flat Products Group at Evraz North America, Inc., a global vertically integrated steel making and mining company, since September 2011. Ms. Fields has also held leadership positions in operations, business development and engineering at General Electric Company, Alcoa, Inc., Metalspectrum, LLC, Boston Consulting Group and Owens Corning. Ms. Fields brings to the Company’s Board of Directors extensive executive management and manufacturing leadership experience.

Brad A. Lich, age 52, has been one of our Directors since October 2019. Mr. Lich currently serves as Executive Vice President and Chief Commercial Officer of Eastman Chemical Company, or Eastman Chemical, a position he has held since March 2016. Eastman Chemical is a global advanced materials and specialty additives company that produces a broad range of products found in items people use every day and is a publicly traded company listed on the New York Stock Exchange. Mr. Lich is responsible for the Advanced Materials and Fibers segments of Eastman Chemical, as well as the leadership of its marketing, sales, procurement and regional operations. Prior to his current position, Mr. Lich served as Executive Vice President, Advanced Materials & Additives & Functional Products of Eastman Chemical since January 2014. Mr. Lich joined Eastman Chemical in 2001 and has been steadily promoted to positions of increasing responsibility and leadership throughout his tenure. Prior to joining Eastman Chemical, Mr. Lich held various leadership and commercial roles with Coatingsmart, Inc.,E-Chemicals, Inc., The Valspar Corporation and The Dow Chemical Company. Mr. Lich brings to the Company’s Board of Directors extensive executive management and commercial leadership experience.

R. Philip Silver, age 77, has been one of our Directors since the Company’s inception in 1987. Mr. Silver was ourCo-Chairman of the Board in anon-executive capacity from March 2006 through March 2019. Prior to that, Mr. Silver was ourCo-Chief Executive Officer from March 1994 until March 2006. Mr. Silver was also ourCo-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 ourco-founders. 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 ourco-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.

Mr. Horrigan was elected as a Director of the Company at our annual meeting of stockholders in 2017. Mr. Abramson was appointed a Director of the Company in August 2018 by the unanimous vote of our Board of Directors pursuant to our Amended and Restated Certificate of Incorporation, as amended, to fill the vacancy created upon an increase in size of our Board of Directors. Messrs. Allott, Donovan and Jordan were elected as

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Directors of the Company at our annual meeting of stockholders in 2018. Mr. Silver was elected as a Director of the Company at our annual meeting of stockholders in 2016. Messrs. Horrigan and Alden were elected as Directors of the Company at our annual meeting of stockholders in 2017. Messrs. Allott, Donovan and Jordan were elected as Directors of the Company at our annual meeting of stockholders in 2018. Mr. Abramson2019. Ms. Fields was appointed a Director of the Company in August 2018July 2019 by the unanimous vote of our Board of Directors pursuant to our Amended and Restated Certificate of Incorporation, as amended, to fill the vacancy created upon the increase in size of our Board of Directors from seven to eight members. Mr. Lich was appointed a Director of the Company in October 2019 by the unanimous vote of our Board of Directors pursuant to our Amended and Restated Certificate of Incorporation, as amended, to fill the vacancy created upon the increase in size of our Board of Directors from eight to nine members.

Each of Leigh J. Abramson, John W. Alden, William T. Donovan, Kimberly A. Fields, Joseph M. Jordan and Brad A. Lich is an “independent director,” as defined in Rule 5605(a)(2) of the listing standards of the Nasdaq Stock Market. William C. Jennings, and Joseph M. Jordan iswho served as a Director of the Company during 2019 until his retirement from our Board of Directors on June 12, 2019, the date upon which his term of office as a Director expired, 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 20182019 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 twelvenine times during 2018.2019. Each of our Directors attended at least 75 percent of the aggregate of: (1) the total number of meetings of the Board of Directors held in 20182019 during which hesuch person was a Director and (2) the total number of meetings held in 20182019 by all committees of the Board of Directors on which hesuch person served during which hesuch person 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 year’s annual meeting of stockholders.

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regularly scheduled quarterly meeting of our Board of Directors, our independent Directors meet without the presence of management or inside directors, allowing our independent Directors to discuss matters involving the Company without the presence 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 Company’s 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 2018,2019, the Audit Committee held eight meetings and acted by written consent two times. The Audit Committee currently consists of Messrs. Jennings,Jordan, Abramson, Alden, Donovan and Jordan,Lich and Ms. Fields, 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 isJordan has been the Chairperson of the Audit Committee.Committee since June 2019. Mr. DonovanJennings was a member of the Audit Committee and Chairperson of the Audit Committee until his retirement from our Board of Directors on June 12, 2019. Ms. Fields was appointed as a member of the Audit Committee in January 2018July 2019 upon hisher appointment as a Director of the Company.Company, and Mr. AbramsonLich was appointed as a member of the Audit Committee in August 2018October 2019 upon his appointment as a Director of the Company. The Board of Directors has determined that each of Messrs. Jordan, Jennings, Abramson Donovan and JordanDonovan meets the criteria of an “audit committee financial expert” under applicable rules of the SEC. Mr. Jordan’s extensive background and experience includes serving as a financial services partner at KPMG and as a partner in KPMG’s Department of Professional Practice specializing in SEC and PCAOB matters involving auditor independence and other regulatory matters. 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. Abramson’s extensive experience includes evaluating and analyzing financial statements and serving on various audit committees and performing functions of an audit committee for various companies. Mr. Donovan’s extensive background and experience includes serving as a

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consultant’s independence, including the factors set forth in applicable rules of the SEC. In considering these independence factors, the Compensation Committee determined that the services provided by Meridian Compensation Partners, LLC in 20182019 did not raise any conflicts of interest or independence issues.

The Compensation Committee held twothree meetings and acted by written consent once during 2018.2019. The Compensation Committee currently consists of Messrs. Alden, Abramson, Donovan, JenningsJordan and Jordan,Lich and Ms. Fields, 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. Alden was appointedis the Chairperson of the Compensation Committee in January 2018. Mr. DonovanCommittee. Ms. Fields was appointed as a member of the Compensation Committee in January 2018July 2019 upon her appointment as a Director of the Company, and Mr. Lich was appointed as a member of the Compensation Committee in October 2019 upon his appointment as a Director of the Company. Mr. Abramson was appointedJennings served as a member of the Compensation Committee in August 2018 uponuntil his appointment as a Directorretirement from our Board of the Company.Directors on June 12, 2019.

In November 2001, the Company and Messrs. Silver and Horrigan, ourCo-Chairmen of the Board, entered into the Stockholders Agreement, which had amended and replaced previous stockholders and organization agreements. You should read the section in this Proxy Statement titled “Certain Relationships and Related Transactions—Stockholders 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 28,612,360 shares of our Common Stock (as adjusted for the stock splits effected on September 15, 2005, May 3, 2010 and May 26, 2017). As of the date of this Proxy Statement, the Group held more than 28,612,360 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

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COMPENSATION OF DIRECTORS

In 2018, each of2019, our Directors (including ouranynon-executiveCo-Chairmennon-executive Chairman of the Board) who did not receive compensation as an officer or employee of the Company or any of its affiliates waswere 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 reasonableout-of-pocket expenses. Each of ournon-executiveCo-Chairmen of the Board was also paid an annual retainer fee of $50,000 for his service as aCo-Chairman of the Board in 2018. The Company also maintains an office for each of Messrs. Silver and Horrigan, ournon-executiveCo-Chairmen of the Board, at its offices in Stamford, Connecticut, and provides them with access to a shared assistant. Additionally, in 2018, each of our Directors (including ournon-executiveCo-Chairmen of the Board) who did not receive compensation as an officer or employee of the Company or any of our affiliates received an annual equity based director award pursuant to the 2004 Stock Incentive Plan on the first business day after our annual meeting of stockholders, having an aggregate fair market value of $90,000 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. Each of the members of the Audit Committee of our Board of Directors was also paid an annual retainer fee of $12,000 for his service on the Audit Committee in 2018, and each of the chairpersons of the Audit and Compensation Committees of our Board of Directors was also paid an annual retainer fee of $10,000 for his service as chairperson of such committee in 2018.follows:

Additionally, each of our Directors (including anynon-executive Chairman of the Board) who doesdid not receive compensation as an officer or employee of the Company or any of its affiliates will receivereceived an annual equity based director award pursuant to the 2004 Stock Incentive Plan on the first business day after our annual meeting of stockholders, having an aggregate fair market value of $110,000 as of the date of grant. In addition, forFor any Director elected to our Board of Directors subsequent to the annual meeting of stockholders of the Company in a particular year, such Director willwas also be granted, on the first business day after the next annual meeting of stockholders of the Company, an additional equity based director award pursuant to the 2004 Stock Incentive Plan equal to a pro rata amount (based on the number of days that such Director served as a Director of the Company during the period from the last annual meeting of stockholders of the Company to and including the next annual meeting of stockholders of the Company) of the annual equity based director award granted to Directors following the annual meeting of the stockholders of the Company in such particular year. The equity based director 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.

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.

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The following table provides information concerning the compensation of Directors of the Company for the fiscal year ended December 31, 2018.2019.

Director Compensation

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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 individual’s age (as of December 31, 2018)2019). Information concerning Mr. Allott, our Chairman of the Board and Chief Executive Officer, is set forth in the section of this Proxy Statement titled “Election of Director.” There are no family relationships among any of the directors or executive officers of the Company.

Adam J. Greenlee, age 45,46, has been our President since April 2019 and our Chief Operating Officer since August 2009. From October 2007 through March 2019, Mr. Greenlee was an Executive Vice President of the Company. 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 54,55, 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 58,59, 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 60,61, 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 Packaging – Americas, 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 55,56, has been our Vice President, Tax since July 2006. Prior to that, Mr. Andreacchi served as Director of Taxes – U.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 51,52, has been our Vice President, Finance and Treasurer since January 2018. From March 2006 until January 2018, Ms. Ulmer was our Vice President and Controller. 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.

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Thomas J. Snyder, age 52,53, 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 President – Sales & 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 Company’s business in an honest, lawful and ethical manner. A copy of this Code of Ethics was filed as an exhibit to the Company’s Annual Report on Form10-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 amended and 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. Such previous stockholders agreement had replaced prior organization and stockholders agreements entered into in December 1993 among the Company, Messrs. Silver and Horrigan and the other parties thereto, which prior agreements had replaced an organization agreement among the Company and the founding stockholders of the Company, including Messrs. Silver and Horrigan, entered into in June 1989.

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 thanone-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 Group’s 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 57,224,720 shares of our Common Stock in the aggregate (as adjusted for the stock splits effected on September 15, 2005, May 3, 2010 and May 26, 2017), and, as of the date of this Proxy Statement, the Group held more thanone-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 leastone-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.

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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 person’s interest in the transaction, whether the transaction is being negotiated on an arm’s 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 anon-related third party under similar circumstances.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

In 2018,2019, the Compensation Committee of our Board of Directors consisted of Messrs. Alden, Abramson, Jennings (until his retirement on June 12, 2019), Jordan, Donovan and Lich (as of January 24, 2018)October 1, 2019) and AbramsonMs. Fields (as of August 6, 2018)July 1, 2019), none of whom was an officer, former officer or employee of the Company. During 2018,2019, 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.

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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 Compensation—Compensation 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.

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EQUITY COMPENSATION PLAN INFORMATION

In the table below, we provide information about equity securities of the Company authorized for issuance under all of the Company’s equity compensation plans. The information is as of December 31, 2018.2019.

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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 20182019 based on total compensation, or, collectively, our Named Executive Officers. Our Named Executive Officers for the fiscal year ended December 31, 20182019 were:

On April 1, 2019, Mr. Allott was appointed our Chairman of the Board, and he continuescontinued to serve as our Chief Executive Officer. Additionally, on April 1, 2019, Mr. Greenlee was appointed our President, and he continuescontinued to serve as our Chief Operating Officer.

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 wasis included in this Proxy Statement as Appendix A to the Company’s Proxy Statement on Schedule 14A filed with the SEC on April 28, 2017.A. Pursuant to the Compensation Committee’s 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 Company’s 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 Company’s 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 named executive officers of the Company. In addition, the Compensation Committee is required to review and assess 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 fivesix members, John W. Alden, Leigh J. Abramson, William T. Donovan, William C. Jennings andKimberly A. Fields, Joseph M. Jordan.Jordan and Brad A. Lich. Mr. Alden is the Chairperson of the Compensation Committee. 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 Rule16b-3 of the Securities Exchange Act of 1934, as amended, or the Exchange Act.

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In accordance with its charter, the Compensation Committee has reviewed and discussed with the Company’s management this Compensation Discussion and Analysis and has recommended to the Board of 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:

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 restricted stock units foster more balanced risk taking because they are more closely linked to direct ownership of stock than other forms of equity-based compensation. By including a combination of cash andat-risk equity compensation, the Compensation Committee believes that the Company’s 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, President, and 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), as further described below in “—Retirement and Other Benefits.”

20182019 Advisory Vote on Compensation of Named Executive Officers

At our annual meeting of stockholders in 2018,2019, pursuant to an advisory vote our stockholders overwhelmingly approved the compensation provided to our Named Executive Officers in 2017,2018, with approximately 97.5%97.8% of the votes cast approving such compensation. The Compensation Committee reviewed and considered the results of the advisory vote of our stockholders in 20182019 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.

Generally, each executive officer’s salary is reviewed on an annual basis by the Compensation Committee and may be adjusted based on:

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In making such determinations for our Named Executive Officers, the Compensation Committee has generally reviewed publicly available salary and other compensation data including from the following manufacturing companies: AptarGroup, Inc.; Avery Dennison Corporation; Ball Corporation; Bemis Company, Inc.; Berry Global Group, Inc.; Clearwater Paper Corporation; Crown Holdings, Inc.; Domtar Corporation; Graphic Packaging Holding Company; Greif, Inc.; Owens-Illinois, Inc.; P.H. Glatfelter Company; Packaging Corporation of America; Sealed Air Corporation; Sonoco Products Company; and Verso 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 to gain a general understanding of the competitiveness of the Company’s 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 2018,2019, the salaries of each of Messrs. Allott Lewis,and Greenlee Hogan and Snyder at year end 2017 were increased based on a general increase associated with inflation in the cost of living.living and as a result of their promotions in April 2019 to Chairman of the Board and President, respectively; the salaries of each of Messrs. Lewis and Snyder were increased based on a general increase associated with inflation in the cost of living; and the salary of Mr. Hogan was increased based on a general increase associated with inflation in the cost of living and based on competitive pay levels.

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 Company’s financial andnon-financial goals. Executive officers of the Company are eligible for an annual cash bonus based on a percentage of their annual base salary that is determined generally based on the person’s responsibilities. In addition, the Compensation Committee may provide an executive officer with a cash bonus for a special assignment or in extraordinary circumstances where warranted.

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The table below sets forth summary information for 20182019 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.

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rata amount of the maximum amount of his annual bonus for which he was eligible for that year. For 2018,2019, the performance goal established by the Compensation Committee under this plan and this program 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,

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Annual cash bonuses are paid to participants in the incentive programs of the Company’s business operations based upon the achievement of certain financial goals andnon-financial goals, all as approved by the Compensation Committee.goals. 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 andnon-financial goals. Mr. Snyder isThe Compensation Committee generally believes that a majority of the only Named Executive Officer who participated in an incentive program for oneannual cash bonuses payable to managers of the Company’s business operations (U.S. metal containers) in 2018.

should be based on a financial goal. The financial goals for the Company’s business operations for a given year are established at the beginning of such year by the CEO, President and CFO and COO,of the Company, or the Holdings Executives, subject to approval ofand reviewed by the Compensation Committee. The financial goal used for the Company’s business operations is either their (i) budgeted earnings

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less than 97%95% (but more than 93%) or greater than 103%105% (up to 107%) of the budgeted Adjusted EBIT for theour U.S. metal container operations for 2018,2019, then the portion of Mr. Snyder’s bonus payable based onupon the achievement of a financial goal by our U.S. metal container operations for 2019 would have been adjusted on a pro rata basis on a sliding scale based on the chart below, as follows:

In 2018, theThenon-financial goals for our U.S. metal container operations achieved 88.4% of its budgeted Adjusted EBIT. Since this result was less than 93% offor 2019, as approved by the U.S. metal container operations’ budgeted Adjusted EBIT, Mr. Snyder was not entitled to any portion of his bonus payable based onCompensation Committee, were the achievement of a following:

For the portion of Mr. Snyder’s bonus payable based onuponnon-financial goals (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 suchnon-financial goals were met and recommended such percentage for thenon-financial goals to the Compensation Committee for their approval. The approved percentage is then multiplied by such portion of the target bonus payable based onuponnon-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 2018. 2019.

In 2018, the2019, our U.S. metal container operations achieved 115.0%98.2% of its budgeted Adjusted EBIT and 104.5% of itsnon-financial goals. Accordingly, the bonus amount payable to Mr. Snyder for 2019 based onupon the achievement of a financial goal by our U.S metal container operations in 2019 was 21% of his annual salary received in 2019 in accordance with the chart above. The bonus amount payable to Mr. Snyder for 2019 based upon the achievement ofnon-financial goals by our U.S metal container operations in 2019 was the product of 115.0% multiplied by 9%, or 10.35%9.41% of his annual salary received in 2018.2019, calculated as follows:

104.5% x 9% = 9.41%

Therefore, Mr. Snyder’s bonus for 20182019 was the sum of the percentage payable for the financial goal and the percentage payable for thenon-financial goals, or 10.35% (0%30.41% (21% plus 10.35%9.41%) of his annual salary received in 20182019 (which equates to approximately 34.5%101.36% of his annual target bonus of 30% of his annual salary received in 2018)2019).

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 2018. 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 Company’s business operations, using each business

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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.

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 one year 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 compared to a targeted multiple of such individual’s 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

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individual’s target multiple of salary (plus, in the case of Mr. Allott, bonus). For Mr. Allott, the target multiple is three times his salary and bonus. For each of Messrs. Greenlee, Lewis, Greenlee, Hogan and Snyder, the target multiple is three times such person’s 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) 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). Any such restricted stock units so granted will generally vest ratably over a five-year period. In 2018,2019, Messrs. Allott, Greenlee, Lewis, Greenlee, Hogan and Snyder were granted performance awards for 44,30075,200 restricted stock units, 14,00024,300 restricted stock units, 15,50024,800 restricted stock units, 11,40017,100 restricted stock units and 15,20025,000 restricted stock units, respectively, on the basis described in this paragraph, since the Company achieved the minimum level of performance established by the Compensation Committee for such grants.

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, Greenlee, Lewis Greenlee, Hogan and Snyder to supplement their total compensation. These grants vest all at once inratably over a single installmentperiod of at least three years from the date of grant or ratablyall at once in equal installments over a period ofsingle 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. These grants have been subject to the attainment of performance criteria as established by the Compensation Committee and are 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 the year of or following such grant and the minimum level of performance required for such grant has been 75% of the Company’s prior year Adjusted EBITDA level. In each of March 2013 and August 2014, on the basis described in this paragraph, Messrs. Greenlee, Lewis Greenlee and Hogan were granted performance awards for 100,000, 100,000 and 50,000 restricted stock units, respectively (as adjusted for thetwo-for-one stock split effected on May 26, 2017). Since the Company attained the applicable performance criteria for these grants, these performance awards for Messrs. Greenlee, Lewis Greenlee and Hogan vested all at once in a single installment on March 1, 2019. In March 2014, on the basis described in this paragraph,

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vesting period as opposed to all in one year as the Summary Compensation Table requires. Accordingly, the Compensation Committee views suchthe performance award of 400,000 restricted stock units granted to Mr. Allott on March 1, 2014 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 and the performance award of 285,000 restricted stock units granted to Mr. Allott on March 1, 2019 as additional compensation annually of $2,703,225 (using the grant date fair value used in the Summary Compensation Table) for Mr. Allott over the three-year vesting period, in each case in contrast to the total amount being recognized all in one year as required in the Summary Compensation Table. In March 2019, on the basis described in this paragraph and in replacement of performance awards for restricted stock units that vested in March 2019, Messrs. Allott, Lewis, Greenlee and Hogan were granted performance awards for 285,000, 115,000, 115,000 and 50,000 restricted stock units, respectively, which, so long as the Company attains the applicable performance criteria for 2019, will vest ratably in equal installments over a three year period from the date of grant.

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 only 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.

Stock Ownership Guidelines

In 2018, the Company adopted stock ownership guidelines applicable to our Directors at five times the $90,000 annual cash retainer payable to Directors, our CEO at six times our CEO’s annual base salary, our other Named Executive Officers at three times his or her annual base salary and our other executive officers at one times his or her annual base salary. These guidelines apply to all equity holdings and are subject to a transition period of five years from the adoption date and for newly elected Directors and executive officers.

Anti-Hedging and Anti-Pledging Policy

The Company has adopted an anti-hedging and anti-pledging policy applicable to our Board of Directors and officers of the Company and subsidiaries of the Company. This policy prohibits members of our Board of Directors and officers of the Company and any subsidiary of the Company from directly or indirectly purchasing any financial instrument or engaging in any transaction (such as puts, calls, options, swaps, exchange funds, other derivative securities, collars, forward contracts, short sales or other similar monetization transactions) with respect to any equity securities of the Company held directly or indirectly by any such person (including equity securities granted as compensation), the purpose, effect or design of which is to hedge or offset any decrease in market value of the equity securities of the Company. In addition, the policy prohibits members of our Board of Directors and officers of the Company and any subsidiary of the Company from purchasing any equity securities of the Company on margin, holding any equity securities of the Company in an account on which any borrowing is outstanding, borrowing against any equity securities of the Company on margin, or pledging or borrowing against any equity securities of the Company as collateral for any loan of any kind.

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, LewisGreenlee and Greenlee.Lewis. 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, LewisGreenlee and GreenleeLewis 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

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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 (anon-qualified defined contribution plan that provides for contributions on behalf of 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 participant’s average rate of base pay (or salary) over the final three years of employment, with increases to a participant’s 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 $275,000 (to be indexed for inflation) on compensation taken into account for 2018. 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, Chairman of the Board and Chief Executive Officer of the Company, entered into an employment agreement with the Company in April 2004. Mr. Allott’s 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 2019,2020, 100% of his then current annual salary).

Mr. Greenlee, 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 2019,2020, 60% 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 2019,2020, 60% of his then current annual salary).

Tax Deductibility

For the year ended December 31, 2018,2019, 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 chief financial officer or (ii) among the three other most highly compensatedcertain executive officers, (other than the chief executive officer or chief financial officer) employed by such corporation (or a member of its affiliated group).including our Named Executive Officers. The legislation

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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 20192020 annual meeting of stockholders.

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Summary Compensation Table

The table below summarizes the total compensation for the fiscal years ended December 31, 2019, 2018 2017 and 20162017 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 20182019 and the three most highly compensated executive officers of the Company for 20182019 (other than those who served as CEO or CFO during 2018)2019).

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Total Compensation with Cliff VestSupplemental Stock Awards Allocated Over Vesting Period

The following table, which is not required under the SEC’s rules and is not a substitute for any of the tables required under the SEC’s rules, provides an alternative presentation of the total compensation of our Named Executive Officers by adjusting the total compensation amounts in column (j) of the Summary Compensation Table to reflect the Compensation Committee’s view on the compensation attributable to Cliff VestSupplemental Stock Awards. The amounts in the column titled “Total Compensation with Cliff VestSupplemental Stock Awards Allocated Over Vesting Period” consist of the total of columns (c), (d), (e), (f), (g), (h) and (i) of the Summary Compensation Table for the corresponding year, with the amount in column (e) for stock awards being adjusted in respect of Cliff VestSupplemental Stock Awards to include compensation attributable to such Cliff VestSupplemental Stock Awards spread evenly over the entire vesting period of such Cliff VestSupplemental Stock Awards. This presentation is consistent with the Compensation Committee’s view on the compensation attributable to Cliff VestSupplemental Stock Awards, in contrast to including the full amounts of the compensation attributable to such Cliff VestSupplemental Stock Awards in the year of grant as reflected in columns (e) and (j) of the Summary Compensation Table. For further information on equity based compensation provided by the Company, you should read the sections in this Proxy Statement titled “Executive Compensation—Compensation Discussion and Analysis—Equity Based Compensation” and “Executive Compensation—Summary Compensation Table.”

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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, 20182019 under any plan. All awards undernon-equity incentive plans were paid under the incentive plans or programs described in the section of this Proxy Statement titled “Compensation Discussion and Analysis—Annual Cash Bonuses under Incentive Programs,” and all equity awards were made under the 2004 Stock Incentive Plan.

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Outstanding Equity Awards at FiscalYear-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, 2018.2019. No stock options were outstanding for any employee, including any Named Executive Officer, as of December 31, 2018.2019.