SILGAN HOLDINGS INC (SLGN): Chair Anthony J. Allott compensation terms

Events in this filing

Item 5.02 as filed

Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Consulting Agreement with Anthony J. Allott
On the Signing Date, Silgan entered into a consulting agreement with Anthony J. Allott, the Non-Executive Chairman of the Board of Directors of the Company (the “Consulting Agreement”). Under the Consulting Agreement, Mr. Allott has been engaged as an independent consultant to, prior to the Closing, assist with preparing for the closing of the transactions contemplated by the Transaction Agreement and the Trivium
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Purchase Agreement, including assisting with concluding other transaction documents, assisting the Company’s team in fulfilling closing conditions, serving as the Company’s primary point of contact in coordinating regulatory clearances, overseeing the separation activities for the Metal Containers and Closures Business and the contributions by the Company to MetalCo of the Metal Containers and Closures Business, overseeing the preparation for the integration of Trivium with the Metal Containers and Closures Business, and assisting in monitoring the conduct and performance of Trivium prior to the Closing. In addition, following the Closing, Mr. Allott will serve, on Silgan’s behalf, as a Silgan-designated director and as the initial non-executive chairperson of the MetalCo board and, until a chief executive officer of MetalCo is named, interim CEO of MetalCo and provide operational support, oversight, integration and leadership assistance for the combined MetalCo businesses.
Mr. Allott’s compensation under the Consulting Agreement is payable by the Company and consists of (i) a consulting fee of $250,000 per month during the term of the Consulting Agreement (pro-rated for any partial month, as applicable) for the services to be provided by Mr. Allott as generally described above, which amount is reimbursable by MetalCo, (ii) an up-front fee of $250,000 per month in respect of the period from November 1, 2025 to the Signing Date (pro-rated for the month of the Signing Date), payable within 20 days after the Signing Date, in respect of Mr. Allott’s substantial services rendered during such period with respect to Mr. Allott’s assistance with the negotiation of the Transaction Agreement, the A&R LLCA, the Put Option Agreement, the Trivium Purchase Agreement, the MetalCo Debt Commitment Letter and the other agreements and documents entered into or to be entered into in connection therewith, assistance with and oversight of the due diligence review by Sponsor of the Metal Containers and Closures Business and the due diligence review by the Company of Trivium, and leadership and assistance with other pre-signing workstreams including transaction structuring, separation planning and financing matters for the transactions, and (iii) an additional fee of $150,000 per month from the Signing Date until the Closing (pro-rated for any partial month, as applicable), contingent upon the closings occurring under both the Transaction Agreement and the Trivium Purchase Agreement, payable following such closings, in consideration of the extraordinary efforts required in connection with the execution of the various transaction agreements entered into or to be entered into for the transactions and the consummation of the closings under both the Transaction Agreement and Trivium Purchase Agreement. Mr. Allott will also be entitled to reimbursement of reasonable, documented out-of-pocket travel and accommodation expenses. The parties to the Consulting Agreement have also agreed to have further good faith discussions, as required under the Consulting Agreement, with respect to the amount of the consulting fees payable under the Consulting Agreement and with respect to a bonus payable to Mr. Allott under the Consulting Agreement pursuant to a bonus plan to be approved by the Company. Mr. Allott may also receive equity incentive compensation in the form of profits interests in MetalCo subject to the Company’s and MetalCo’s approval.
The Consulting Agreement is effective until terminated in accordance with its terms. The Consulting Agreement will automatically terminate if the Transaction Agreement or the Trivium Purchase Agreement is terminated prior to the Closing or the Put Option expires without being exercised.
The foregoing description of the Consulting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Consulting Agreement, which is filed as Exhibit 10.6 to this Current Report on Form 8-K and incorporated by reference herein.
Forward-Looking Statements
Statements included in this Current Report on Form 8-K which are not historical facts are forward looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and the Securities Exchange Act of 1934, as amended. Such forward looking statements are made based upon management’s expectations and beliefs concerning future events impacting the Company and therefore
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involve a number of uncertainties and risks, including, but not limited to, those described in the Company’s Annual Report on Form 10-K for 2025 and other filings with the Securities and Exchange Commission. Therefore, the actual results of the transactions and matters set forth herein Company could differ materially from those expressed or implied in such forward looking statements.
Section 9 — Financial Statements and Exhibits