Silgan (SLGN) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 27, 2025, to elect three directors, ratify the auditor, and hold a say-on-pay vote.

• Record date for voting is April 4, 2025, with 106,993,180 shares outstanding, each entitled to one vote.

• Quorum requires a majority of outstanding shares; broker discretionary voting is not allowed for director elections or say-on-pay.

• Proxy materials and annual report are available online; shareholders can revoke proxies at any time before the meeting.

Voting matters and shareholder proposals

• Election of three Class I directors to serve until 2028.

• Ratification of Ernst & Young LLP as independent auditor for fiscal year 2025.

• Advisory vote to approve executive compensation (say-on-pay).

• No other substantive business or shareholder proposals are planned for the meeting.

Board of directors and corporate governance

• Board expanded from eight to nine members; three standing committees: Audit, Compensation, and Nominating.

• All committee members are independent as per NYSE standards.

• Board leadership is separated between Chairperson and CEO.

• Board and committees met regularly in 2024; all directors attended at least 75% of meetings.

• Corporate Governance Guidelines and Code of Business Conduct and Ethics are in place and available online.

• Retirement policy restricts director nominations for those reaching age 75 during their term, with exceptions for nominees under the Stockholders Agreement.