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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Myers Industries Inc | NYSE:MYE | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.26 | 1.15% | 22.82 | 22.85 | 22.52 | 22.81 | 148,461 | 22:06:09 |
Filed by the Registrant ☒
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Filed by a Party other than the Registrant ☐
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☐
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Preliminary Proxy Statement
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Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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☒
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Definitive Proxy Statement
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☐
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Definitive Additional Materials
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☐
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Soliciting Material Pursuant to §240.14a-12
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Sincerely,
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F. JACK LIEBAU, JR.
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Chairman of the Board
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By Order of the Board of Directors,
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Andrean R. Horton
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Executive Vice President, Chief Legal Officer and Secretary
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Date:
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Thursday, April 29, 2021
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Time:
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9:00 a.m. (EDT)
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Location:
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The live webcast of the meeting will be available on the Investor Relations section of the Company’s website at www.myersindustries.com and the meeting will be held in person at: 1554 South Main Street, Akron, OH 44301 (subject to federal and state restrictions that may be imposed due to COVID-19 mitigation efforts)
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Record Date:
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March 5, 2021
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1. To elect the 11 candidates nominated by the Board of Directors (“Board”) to serve for a one year term until the next annual meeting or until their successors are duly elected and qualified;
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5. To vote upon a non-binding advisory resolution to approve the compensation of the Company’s named executive officers;
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2. To approve a proposal to amend Article VII of the Company’s Amended and Restated Articles of Incorporation (“Articles”) to require that directors be elected by a majority of votes cast in uncontested elections;
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6. To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2021; and
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3. To approve a proposal to amend Article VII of the Articles to provide that all matters subject to shareholder approval may be approved by a majority of the voting power of the Company;
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7. To consider such other business as may be properly brought before the meeting or any adjournments thereof.
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4. To approve a proposal to adopt the Myers Industries, Inc. 2021 Long-Term Incentive Plan;
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By Telephone
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By Internet
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By Mail
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Via Webcast or In Person
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You may vote by calling
1-800-690-6903.
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You may vote online at www.proxyvote.com.
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You may vote by completing and returning the enclosed proxy card.
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All shareholders are cordially invited to attend the Annual Meeting via live webcast or in person (if permitted under current federal or state restrictions in connection with COVID-19 mitigation efforts).
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Voting Matters and Board Recommendations
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Proposal
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Voting Options
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Vote Required for Approval
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Effect of Abstentions
and Broker Non-Votes
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Board
Recommendation
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1. Election of Directors
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“FOR” all nominees or “WITHHOLD” your vote for one or more of the nominees
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Nominees for election as directors who receive the greatest number of votes cast by holders of common stock represented in person or by proxy will be elected.
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Broker non-votes will have no effect on the voting on these matters.
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FOR EACH NOMINEE
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2. Amend Article VII of the Articles to provide for majority voting for directors in uncontested elections
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“FOR” or “AGAINST” or “ABSTAIN” from voting
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Affirmative vote of the holders of shares entitling them to exercise two-thirds of the voting power of the Company
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Broker non-votes will have no effect on the voting on this matter. Abstentions will count against this proposal.
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FOR
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3. Amend Article VII of the Articles to provide for majority voting on all matters subject to shareholder approval
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“FOR” or “AGAINST” or “ABSTAIN” from voting
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Affirmative vote of the holders of shares entitling them to exercise two-thirds of the voting power of the Company
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Broker non-votes will have no effect on the voting on this matter. Abstentions will count against this proposal.
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FOR
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4. Adopt the Myers Industries, Inc. 2021 Long-Term Incentive Plan
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“FOR” or “AGAINST” or “ABSTAIN” from voting
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Affirmative vote of the holders of shares entitling them to exercise two-thirds of the voting power of the Company
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Broker non-votes will have no effect on the voting on this matter. Abstentions will count against this proposal.
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FOR
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5. Advisory Vote to Approve Executive Compensation
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“FOR” or “AGAINST” or “ABSTAIN” from voting
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Affirmative vote of the holders of a majority of the common stock represented in person or by proxy.
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Broker non-votes will have no effect on the voting on this matter. Abstentions will count against this proposal.
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FOR
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6. Ratification of Appointment of Independent Registered Public Accounting Firm
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“FOR” or “AGAINST” or “ABSTAIN” from voting
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Affirmative vote of the holders of a majority of the common stock represented in person or by proxy.
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Abstentions and broker non-votes will be counted to determine whether or not a quorum is present. Abstentions will count against this proposal.
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FOR
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2021 Proxy Statement | i
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•
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In the midst of the global pandemic, we took prompt actions to promote safety in our facilities, protect team members, and continue to produce the essential products Myers’ customers require. These actions delivered the following results:
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•
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An increase in adjusted gross margin of 500 basis points, despite significant headwinds from COVID-19, which led to a decline in total sales of approximately 1%
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•
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An increase in adjusted operating income of 9.5%
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•
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Operating cash flow of 9% of sales, same as prior year
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•
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The Company announced and is actively executing its strategy to transform into a high-growth, customer-centric innovator of engineered plastics solutions. Myers’ long-term plan is comprised of three, three-year horizons, each outlining specific actions to drive profitable revenue growth while advancing a One Myers culture and mindset. The Company is targeting $1 billion in revenue by the end of 2023 and 3x that by the end of 2029, with an adjusted EBITDA margin goal of 15% of sales.
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•
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The Company joined the Alliance to End Plastic Waste, a global nonprofit organization comprised of eighty companies across the plastics value chain who are committed to investing in solutions that help eliminate plastic waste in the environment.
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•
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Consistent with its new strategy, the Company acquired Elkhart Plastics in November of last year. As a bolt-on acquisition within the Company’s existing technology space, Elkhart strengthens our portfolio and helps us take a meaningful step toward executing our long-term vision.
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•
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physical distancing protocols on our plant floors and office spaces;
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•
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work from home protocols;
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•
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enhanced hygiene, cleaning, and sanitizing protocols, including frequent cleaning of high touch surfaces;
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•
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providing personal protective equipment to our team members and care packages including 20,000 cloth face masks, 4,200 disinfectant wipes, 2,100 thermometers, and 300 face shields;
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•
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visitor and travel restrictions and cancellation of in-person meetings;
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•
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standard investigation, disinfection, and return-to-work protocols following positive cases;
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•
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paid time off during periods of quarantine, isolation, and illness;
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•
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paid testing for employees;
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•
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frequent communication to team members, including CEO Town Halls.
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ii | Myers Industries, Inc.
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Annual Director Elections
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Yes
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Stock Ownership Guidelines
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Yes
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Independent Board Chair
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Yes
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Anti-Hedging and Anti-Pledging Policy
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Yes
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Nonemployee Director Independence
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100%
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Code of Conduct and Ethics
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Yes
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Committee Independence
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100%
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Board Member Recruiting Guidelines
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Yes
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Number of Financial Experts
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4
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Routine Executive Sessions of the Board
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Yes
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Board Gender Diversity
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36%
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Anonymous Reporting
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Yes
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Board and Committees Annual Self-Evaluations
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Yes
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Clawback Policy
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Yes
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Director Over-Boarding Policy
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Yes
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Proxy Access for Shareholder Nominations
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Yes
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Current Committee
Memberships
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Name
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Age
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Director
Since
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Experience
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Independent
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Audit
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Compensation
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Governance
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Yvette Dapremont Bright
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59
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2021
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President, Brighter Horizon Foundation
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Yes
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Sarah R. Coffin
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68
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2010
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Former CEO, Aspen Growth Strategies, LLC
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Yes
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•
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Chair
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Ronald M. De Feo
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69
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2018
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Former President, Chief Executive Officer and Executive Chairman of Kennametal Inc. (NYSE: KMT) and a founding partner of Nonantum Capital Partners, LLC
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Yes
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•
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•
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William A. Foley
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73
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2011
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Former Executive Chairman and CEO, Libbey Inc. (NYSE: LBY)
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Yes
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•
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•
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Jeffrey Kramer
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61
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2021
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CEO, Schweitzer-Mauduit International, Inc. (NYSE: SWM)
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Yes
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F. Jack Liebau, Jr. Chair
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57
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2015
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Managing Director, Beach Investment Counsel
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Yes
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•
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•
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•
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Bruce M. Lisman
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74
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2015
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Former Chairman of the Global Equity Division, JP Morgan Chase & Co. (NYSE: JPM)
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Yes
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•
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Chair
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Lori Lutey
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56
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2018
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Former Executive Vice President and Chief Financial Officer of Schneider National (NYSE: SNDR)
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Yes
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•
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•
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Michael McGaugh
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47
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2020
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President and CEO, Myers Industries, Inc.
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No
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William Sandbrook
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63
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Former CEO, U.S. Concrete, Inc. (NASDAQ: USCR)
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Yes
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Robert A. Stefanko
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78
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2007
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Former Chairman and EVP of Finance and Administration of A. Schulman, Inc. (former NASDAQ)
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Yes
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•
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•
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2021 Proxy Statement | iii
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iv | Myers Industries, Inc.
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Earnings conference calls
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•
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Investor conferences
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One-on-one investor meetings and conference calls
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•
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Off-season engagement regarding our Board, corporate governance, executive compensation, and sustainability practices
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•
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Business strategy and performance
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•
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Executive compensation
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•
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Board governance
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Diversity and inclusion
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•
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Sustainability
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2021 Proxy Statement | v
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•
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Attract and retain talented and experienced executives and other key employees
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•
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Ensure that the actual compensation paid to our executive officers is aligned and correlated with financial performance and changes in shareholder value (“pay for performance”)
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•
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Motivate our executive officers to achieve short-term and long-term Company goals that will increase shareholder value
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•
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Reward executives whose knowledge, skills and performance are crucial to our success
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WHAT WE DO
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WHAT WE DON'T DO
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Link Pay to Objective Financial Performance
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Enter into Employment Contracts
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Limited Termination/Change in Control Severance Benefits
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Offer Tax Gross-Ups for Change in Control Payments
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Grant Awards with Double Trigger Change in Control Provisions
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Reprice Underwater Options
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Impose Stock Ownership Guidelines
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Allow Cash Buyouts of Underwater Options
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Retain an Independent Compensation Advisor
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Permit Short Sales by Directors, Officers, or Employees
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Tally Sheets to Evaluate and Monitor NEO Compensation
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Provide Perquisites
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Maintain an Executive Compensation Clawback Policy
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Allow Hedging or Pledging of Company Stock
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vi | Myers Industries, Inc.
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Type of Pay & Form
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Performance
Periods
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Objectives
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Fixed
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Base Pay (cash)
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1 year
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•Compensation for job performance
•Recognizes individual skills, competencies, and experience
•Generally determined based on an individual’s time in the position, experience, performance, future potential and external market conditions, and peer benchmarking
•May be influenced/changed as a result of changes in the executive’s responsibilities, an assessment of annual performance, our financial ability to pay base salaries and provide increases, and/or external market data relating to base pay practices of peers
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At Risk
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Annual Bonus (cash)
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1 year
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•Variable cash compensation with 80% tied to achievement of annual corporate operational goals (currently the Company’s adjusted operating income) established by the Compensation Committee each fiscal year to align with budgeted targets.
•Includes 20% qualitative element with individual performance goals to maintain personal accountability of each NEO
•Aligns interests of executives with shareholders, with amount earned dependent on Company performance objectives designed to enhance shareholder value
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Long-Term Incentive Awards (performance stock units and restricted stock units)
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3 years
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•Motivates and rewards leaders for increasing shareholder value and returns while promoting our long-term interests by aiding in the retention of high-quality executives
•Reflects the belief that a significant component of executive compensation should be at risk where the amount earned depends on achieving Company performance objectives (the Company’s three-year measures of EBITDA and ROIC) designed to enhance shareholder value
•Helps build executive stock ownership, consistent with our stock ownership objectives
•Encourages retention through multi-year vesting
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2021 Proxy Statement | vii
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(1)
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“Fixed” compensation includes salary and service-based restricted stock; “variable” compensation includes annual bonuses and performance stock units; “long-term” compensation includes performance stock units and restricted stock; and “short-term” compensation includes salary and annual bonuses.
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(2)
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Based on target compensation established at the commencement of 2020 although our CFO’s service ended on September 18, 2020.
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viii | Myers Industries, Inc.
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2021 Proxy Statement | 1
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2 | Myers Industries, Inc.
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•
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Since October 2009, the Company has maintained an independent Board Chair. Mr. Liebau has served as our independent Chair since the 2016 Annual Meeting of Shareholders
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•
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We believe this leadership structure enhances the alignment of the interests of the Company and our shareholders by ensuring independent Board leadership
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•
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The independent Board Chair serves as the primary liaison between our directors and management and helps to maintain open communication and discussion by the Board
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•
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Our independent Chair is a member of each of our standing committees
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•
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Duties of the Board Chair are specified in the Charter of the Chairman of the Board of Directors and include serving in a presiding capacity, coordinating the activities of the Board, and such other duties and responsibilities as the Board may determine from time-to-time. This charter is available on the “Corporate Governance” page accessed from the “Investor Relations” page on our website at www.myersindustries.com
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•
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Periodic Review of Director Independence: The Board reviews the independence of each director using the current standards for “independence” established by the New York Stock Exchange (“NYSE”) and other applicable regulations and considers any other material relationships a director may have with the Company as disclosed in annual director and officer questionnaires. The Company’s Corporate Governance Guidelines provide that a majority of the Board be comprised of independent directors and the charters of each of the Board’s committees require that all committee members be independent
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•
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Independence Determination: The Board has determined that all of the current members of the Board other than Mr. McGaugh, our President and CEO, are independent under these standards. The determination of whether a director is “independent” is based upon the Board’s review of the relationships between each director and the Company, if any, under the Company’s “Board of Directors Independence Criteria” policy, and the corporate governance listing standards
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2021 Proxy Statement | 3
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•
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Committee Independence: All members of the Company’s Audit Committee, Compensation Committee, and Governance Committee have been determined to be independent directors. In addition, the Board has determined that the members of the Audit Committee and Compensation Committee meet the additional independence criteria required for such committee membership under the applicable NYSE listing standards
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•
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Other Relationships: Except as set forth in this Proxy Statement, neither the Company nor any of the Board nominees or any of their associates have or will have any arrangements or understandings with any person with respect to any future employment by the Company or its affiliates or with respect to any future transactions to which the Company or any of its affiliates will or may be a party
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•
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Pursuant to the Company’s current director resignation policy, in an uncontested election, any incumbent director who receives a greater number of votes “Withheld” from his or her election than votes “For” his or her election (and with respect to such incumbent director’s election at least 25% of the Company’s shares outstanding and entitled to vote thereon were “Withheld” from the election of such director) shall submit an offer of resignation to the Board
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•
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The Governance Committee will then recommend to the Board whether to accept or reject any tendered resignations, and the Board will decide whether to accept or reject such tendered resignations
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•
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The Board’s decision will be publicly disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”)
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•
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If an incumbent director’s tendered resignation is rejected, he or she will continue to serve until his or her successor is elected, or until his or her earlier resignation, removal from office, or death. If an incumbent director’s tendered resignation is accepted, then the Board will have the sole discretion to fill any resulting vacancy to the extent permitted by the Company’s Amended and Restated Code of Regulations (“Regulations”)
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•
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The Company is proposing, in Proposal 2, to amend Article 7 of our Articles to provide for majority voting in uncontested elections of directors; if Proposal 2 is approved the Company’s director resignation policy will no longer be necessary and will be rescinded
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4 | Myers Industries, Inc.
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•
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Audit Committee: The Audit Committee maintains primary responsibility for oversight of risks and exposures pertaining to the accounting, auditing and financial reporting processes of the Company
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•
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Compensation and Management Development Committee: The Compensation Committee maintains primary responsibility for risks and exposures associated with oversight of the administration and implementation of our compensation policies
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•
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Corporate Governance and Nominating Committee: The Governance Committee maintains primary responsibility for risks and exposures associated with corporate governance and succession planning
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•
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CEO: 5X annual base salary
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•
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Executive Vice Presidents (CFO and CLO): 3X annual base salary
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•
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Vice Presidents (including Human Resources): 1X annual base salary
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•
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Non-Employee Directors: 5X annual cash Board retainer
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2021 Proxy Statement | 5
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6 | Myers Industries, Inc.
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2021 Proxy Statement | 7
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8 | Myers Industries, Inc.
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•
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| |
In 2020, as part of our One Myers culture and mindset, we re-engaged our Corporate Safety Committee, which held five meetings, and published 16 new or updated, company-wide policies in areas such as cutting tools and laceration prevention, ergonomics, and heat stress.
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•
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At the onset of the COVID-19 pandemic, we took multiple measures to promote safety in our facilities and protect our team members so that we could continue to provide our customers with the essential products they require. Those measures included:
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○
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Physical distancing protocols on our plant floors and office spaces;
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○
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Work from home protocols;
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○
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Enhanced hygiene, cleaning, and sanitizing protocols;
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○
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Providing personal protective equipment to our team members and care packages including 20,000 cloth face masks, 4,200 disinfectant wipes; and 2,100 thermometers;
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○
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Visitor and travel restrictions and cancellation of in-person meetings;
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○
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Standard investigation, disinfection, and return-to-work protocols following positive cases;
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○
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Paid time off during periods of quarantine, isolation and illness;
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○
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Paid testing for employees; and
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○
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Frequent communication to employees, including CEO town halls
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We believe good corporate governance is at the heart of running a successful organization. It improves performance and promotes trust with our key stakeholders.
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•
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We took a number of steps in 2020 and early 2021:
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○
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Updated policies to reflect how we conduct business:
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•
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Created a standalone Foreign Corrupt Practices Act policy, with acknowledgements signed by employees who interact with suppliers/customers;
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•
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Upgraded our hotline system to allow for web-based reporting and provided contact details to our employees in six languages;
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•
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Updated our Code of Business Conduct to cover the update to our hotline; and
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•
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Implemented a Supplier Code of Conduct and a Human Rights Policy, and posted them in the Corporate Responsibility section of our website.
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○
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Updated our Board Committee charters to reflect current responsibilities:
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•
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Updated our Compensation Committee charter to change the committee name to the Compensation and Management Development Committee, adding responsibilities to the committee to include oversight of the company’s leadership development and executive long-term and emergency succession planning and make recommendations to the Board relating to the election of company executive officers.
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| |
○
|
| |
Refreshed our Board and updated timing around notices for shareholder proposals and proxy access:
|
| |||
|
|
| |
|
| |
•
|
| |
Amended Sections 11 and 12 of Article I of the Regulations to revise the periods during which advance notice of certain shareholder proposals and certain shareholder nominations of directors must be provided in connection with annual and certain special meetings of shareholders;
|
|
|
|
| |
|
| |
•
|
| |
Added Section 13 to Article I of the Regulations to include proxy access provisions for certain shareholder nominations of directors; and
|
|
|
|
| |
|
| |
•
|
| |
Engaged in Board refreshment, appointing two new directors in February 2021 and nominating one additional director for election in the proxy, which also enhanced the diversity on our Board.
|
|
|
|
| |
○
|
| |
In 2021, we are looking to amend our Articles of Incorporation:
|
| |||
|
|
| |
|
| |
•
|
| |
In our 2021 proxy, we are asking shareholders to approve a proposal to amend Article VII of the Company’s Amended and Restated Articles of Incorporation to require that directors be elected by a majority of votes cast in uncontested elections, and to approve a proposal to amend Article VII of the Articles to provide that all matters subject to shareholder approval may be approved by a majority of the voting power of the Company.
|
|
2021 Proxy Statement | 9
|
•
|
to serve as a nominee,
|
•
|
to being named as a nominee in this Proxy Statement, and
|
•
|
to serve as a director if elected.
|
Name
|
| |
Age
|
| |
Director Since
|
| |
Independent
|
| |
Occupation
|
Yvette Dapremont Bright
|
| |
59
|
| |
2021
|
| |
Yes
|
| |
President, Brighter Horizon Foundation
|
Sarah R. Coffin
|
| |
68
|
| |
2010
|
| |
Yes
|
| |
Former CEO of Aspen Growth Strategies, LLC
|
Ronald M. De Feo
|
| |
69
|
| |
2018
|
| |
Yes
|
| |
Former President, CEO and Executive Chairman of Kennametal Inc. (NYSE: KMT); founding partner of Nonantum Capital Partners, LLC
|
William A. Foley
|
| |
73
|
| |
2011
|
| |
Yes
|
| |
Former Executive Chairman and CEO, Libbey Inc. (NYSE: LBY)
|
Jeffrey Kramer
|
| |
61
|
| |
2021
|
| |
Yes
|
| |
CEO, Schweitzer-Mauduit International, Inc. (NYSE: SWM)
|
F. Jack Liebau, Jr.
|
| |
57
|
| |
2015
|
| |
Yes
|
| |
Managing Director, Beach Investment Counsel
|
Bruce M. Lisman
|
| |
74
|
| |
2015
|
| |
Yes
|
| |
Former Chairman of Global Equity Division, JP Morgan Chase & Co.
|
Lori Lutey
|
| |
56
|
| |
2018
|
| |
Yes
|
| |
Former EVP and CFO of Schneider National (NYSE: SNDR)
|
Michael McGaugh
|
| |
47
|
| |
2020
|
| |
No
|
| |
President and CEO of Myers Industries, Inc.
|
William Sandbrook
|
| |
63
|
| |
|
| |
Yes
|
| |
Former CEO and Chairman, U.S. Concrete, Inc. (NASDAQ: USCR)
|
Robert A. Stefanko
|
| |
78
|
| |
2007
|
| |
Yes
|
| |
Former Chairman and EVP of Finance/Administration of A. Schulman, Inc.
|
10 | Myers Industries, Inc.
|
|
| |
|
|||
YVETTE DAPREMONT BRIGHT
Age: 59
Director since: 2021
|
| |
Business Experience:
|
|||
|
•
|
| |
President, Brighter Horizon Foundation
|
||
|
•
|
| |
Former Executive Vice President and Chief Operating Officer of Independence Blue Cross, health insurer serving Philadelphia, Pennsylvania region; former Chief Transformation Officer; former Chief Administrative Officer
|
||
|
|
| |
|
||
|
Current and Former Directorships:
|
|||||
|
•
|
| |
Director of CSAA Insurance Group, a AAA insurer offering automobile, homeowners and other personal lines of insurance to AAA Members through AAA clubs in 23 states and the District of Columbia
|
||
|
•
|
| |
Director of Reveleer, a software platform company for health plans and providers
|
||
|
•
|
| |
Director of Independence Health Group, a diversified health care company offering a wide range of commercial, Medicare and Medicaid medical coverage, third-party benefits administration, and pharmacy benefits management
|
||
|
•
|
| |
Advisory director of Clarify Health Solutions, Inc., a provider of health care software solutions
|
||
|
•
|
| |
Director of National Life Group, a financial services company
|
||
|
•
|
| |
Former director and Chair of AmeriHealth Insurance Company of New Jersey
|
||
|
•
|
| |
Former director of AmeriHealth Caritas, a Medicaid managed care organization
|
||
|
|
| |
|
||
|
Skills and Expertise:
|
|||||
|
•
|
| |
Substantial senior management experience overseeing customer service, processing services, operations shared services, business process reengineering and business technology services
|
||
|
•
|
| |
Leadership of enterprise wide operating platform and cultural transformation
|
||
|
•
|
| |
Human resources, strategy development, innovation, operational planning, new business development, and portfolio management for strategic initiatives
|
||
|
| |
|
| |
|
2021 Proxy Statement | 11
|
SARAH R. COFFIN
Age: 68
Director since: 2010
Committees:
Compensation (Chair)
Audit
|
| |
Business Experience:
|
|||
|
•
|
| |
Former Chief Executive Officer of Aspen Growth Strategies, LLC, an investment company
|
||
|
•
|
| |
Former Executive Vice President, Hexion and Senior Vice President, Noveon, Inc. (now Lubrizol), specialty chemical and polymer producers in the industrial market space
|
||
|
|
| |
|
||
|
Current and Former Directorships:
|
|||||
|
•
|
| |
Director of FLEXcon, a privately held manufacturer of pressure-sensitive films and adhesives
|
||
|
•
|
| |
Former director and Chair of the Compensation Committee of SPX Corporation (NYSE: SPXC) (now SPX Corporation and SPX Flow), a global industrial equipment and manufacturing company
|
||
|
•
|
| |
Former director of Huttenes-Albertus International, an international manufacturer of chemical products for the foundry industry
|
||
|
|
| |
|
||
|
Skills and Expertise:
|
|||||
|
•
|
| |
Former division and global leader in multiple companies with extensive merger and acquisition responsibility
|
||
|
•
|
| |
Substantial senior executive experience in marketing, distribution and operations
|
||
|
•
|
| |
Background in the polymer and specialty chemicals industries
|
||
|
•
|
| |
Broad experience in governance, audit, compensation and leadership with public, private and non-profit boards
|
||
|
| |
|
| |
|
RONALD M. DE FEO
Age: 69
Director since: 2018
Committees:
Compensation
Governance
|
| |
Business Experience:
|
|||
|
•
|
| |
Founding partner of Nonantum Capital Partners, LLC, a private equity firm
|
||
|
•
|
| |
Former President, Chief Executive Officer, and Executive Chairman of Kennametal Inc. (NYSE: KMT), a supplier of tooling and industrial materials
|
||
|
•
|
| |
Former Chief Executive Officer of Terex Corporation (NYSE: TEX), manufacturer of lifting and material handling solutions for a variety of industries
|
||
|
•
|
| |
Various marketing and leadership positions at Case Corporation, Tenneco Inc. (NYSE: TEN), and Procter & Gamble (NYSE: PG)
|
||
|
|
| |
|
||
|
Current and Former Directorships:
|
|||||
|
•
|
| |
Trustee for Iona College
|
||
|
•
|
| |
Former Executive Chairman and Director of Kennametal Inc.
|
||
|
•
|
| |
Former Chairman of Terex Corporation
|
||
|
|
| |
|
||
|
Skills and Expertise:
|
|||||
|
•
|
| |
Over 20 years of senior management and industrial experience
|
||
|
•
|
| |
Extensive experience with public and private company boards, corporate governance, mergers and acquisitions, brand and marketing
|
||
|
| |
|
| |
|
12 | Myers Industries, Inc.
|
WILLIAM A. FOLEY
Age: 73
Director since: 2011
Committees:
Compensation
Governance
|
| |
Business Experience:
|
|||
|
•
|
| |
Former Executive Chairman and Chief Executive Officer of Libbey Inc. (NYSE: LBY), a producer of consumer and industrial glassware
|
||
|
•
|
| |
Former Chairman and Chief Executive Officer of Blonder Home Accents, a distributor of wallcoverings and home accents
|
||
|
•
|
| |
Former Chairman and Chief Executive Officer of Thinkwell Incorporated
|
||
|
•
|
| |
Former President of Arhaus Inc., a private brand name furniture company
|
||
|
•
|
| |
Former Chairman, President and Chief Executive Officer of Lesco Incorporated, a manufacturer, distributor and retailer of professional lawn care and golf course management products
|
||
|
|
| |
|
||
|
Current and Former Directorships:
|
|||||
|
•
|
| |
Former director of Libbey, Inc.
|
||
|
|
| |
|
||
|
Skills and Expertise:
|
|||||
|
•
|
| |
Provides wide-ranging acquisition, joint venture, business and market development experience
|
||
|
•
|
| |
Extensive experience in broad scale plastics manufacturing, as well as consumer and distribution businesses
|
||
|
•
|
| |
Experience with best practices on public company boards, particularly in governance, compensation and leadership
|
||
|
| |
|
| |
|
JEFFREY KRAMER
Age: 61
Director since: 2021
|
| |
Principal Occupation: Chief Executive Officer, Schweitzer-Mauduit International, Inc. (NYSE: SWM), global manufacturer of high performance films, nettings and papers for filtration, transportation, medical, construction/infrastructure and tobacco markets
|
|||
|
|
| |
|
||
|
Business Experience:
|
|||||
|
•
|
| |
Former CEO of JAM Distributing, a market leading distributor of high performance lubricants and fuels
|
||
|
•
|
| |
Long multinational career at Air Products, a leading global producer of Industrial gases, including roles as Chief Technology Officer, Vice President of Global Packaged Gases, Vice President of Corporate Development and Vice President Chemicals Asia
|
||
|
|
| |
|
||
|
Current and Former Directorships:
|
|||||
|
•
|
| |
Executive Member, Board of Directors of SWM International
|
||
|
•
|
| |
Former Executive Member, Board of Directors JAM Distributing
|
||
|
•
|
| |
Member of Princeton University Chemical Engineering Advisory Council
|
||
|
•
|
| |
Former director, Sayre Child Care, a nonprofit child care organization
|
||
|
|
| |
|
||
|
Skills and Expertise:
|
|||||
|
•
|
| |
Strategic view – deep expertise and experience in defining strategic direction and the steps necessary to execute strategies globally or regionally
|
||
|
•
|
| |
Experienced in mergers/acquisitions and corporate transformations, executed and successfully integrated multiple acquisitions around the world and redirected and improved businesses for both private and public companies
|
||
|
•
|
| |
Deep understanding of the roles of R&D and Innovation Technology in business development and corporate success, both from technology and commercial leadership roles
|
||
|
•
|
| |
Global supply chain experience having directly led multiple global manufacturing and distribution businesses
|
||
|
•
|
| |
Strong focus on people development, role of culture/inclusion in company success and the importance of strong communication
|
2021 Proxy Statement | 13
|
14 | Myers Industries, Inc.
|
BRUCE M. LISMAN
Age: 74
Director since: 2015
Committees:
Compensation
Governance (Chair)
|
| |
Business Experience:
|
|||
|
•
|
| |
Former Chairman of the Global Equity Division, JP Morgan Chase & Co. (NYSE: JPM), a global financial services firm and banking institution
|
||
|
•
|
| |
Former Co-Head of the Global Institutional Equity Division, Bear Stearns Companies, Inc.
|
||
|
|
| |
|
||
|
Current and Former Directorships:
|
|||||
|
•
|
| |
Director of Associated Capital Group (NYSE: AC), a diversified global financial services company
|
||
|
•
|
| |
Director of Circor International, Inc. (NYSE: CIR), a global manufacturer of flow and motion control products
|
||
|
•
|
| |
Director of National Life Group, a mutual life insurance company
|
||
|
•
|
| |
Former director and Chairman of PC Construction, an engineering and construction company
|
||
|
•
|
| |
Former director of The Pep Boys, a nationwide auto parts retailer
|
||
|
•
|
| |
Former member of various boards including an electric utility, an electric transmission entity, a regional banking company, a regional broadcasting company, a financial technology company, and a university
|
||
|
|
| |
|
||
|
Skills and Expertise:
|
|||||
|
•
|
| |
Experience as a chair, vice chair, and committee chair/member in a broad range of businesses and civic organizations
|
||
|
•
|
| |
Extensive executive and investment experience
|
||
|
| |
|
| |
|
LORI LUTEY
Age: 56
Director since: 2018
Committees:
Audit
Governance
|
| |
Business Experience:
|
|||
|
•
|
| |
Former Executive Vice President and Chief Financial Officer of Schneider National (NYSE: SNDR)
|
||
|
•
|
| |
Former Vice President of Finance of FedEx Services
|
||
|
•
|
| |
Former Vice President and Chief Financial Officer of FedEx Trade Networks
|
||
|
•
|
| |
Former Vice President of Finance and Administration of FedEx Supply Chain Services
|
||
|
|
| |
|
||
|
Current and Former Directorships:
|
|||||
|
•
|
| |
Director of One Equity Partners Open Water I Corp. (Nasdaq: OEPWU), a blank check company formed to effect a merger or similar business combination
|
||
|
•
|
| |
Director of PS Logistics, a private flatbed transportation solutions provider
|
||
|
•
|
| |
Director of Tailwind Smith Cooper Holdings, a private manufacturer/distributor
|
||
|
•
|
| |
Former director, Inner Explorer, a non-profit organization whose mission is to provide mindfulness to PreK-12 classrooms
|
||
|
|
| |
|
||
|
Skills and Expertise:
|
|||||
|
•
|
| |
Extensive experience with strategic and financial management and leadership of overall company performance
|
||
|
•
|
| |
Extensive financial and accounting experience, including qualification under SEC rules as an Audit Committee Financial Expert
|
||
|
| |
|
| |
|
2021 Proxy Statement | 15
|
MICHAEL MCGAUGH
Age: 47
Director since: 2020
Committees:
None
|
| |
Principal Occupation: President, Chief Executive Officer, and Director of Myers Industries, Inc.
|
|||
|
|
| |
|
||
|
Business Experience:
|
|||||
|
•
|
| |
Former Executive Vice President and Chief Operating Officer of BMC Stock Holdings, Inc. (NASDAQ:BMCH), a leading building products manufacturer and distributor focused on growth and innovation
|
||
|
•
|
| |
Former Global Director and Global General Manager for The Dow Chemical Company (NYSE:DOW), a global leader in science and technology in the areas of plastics, polymers, and chemicals
|
||
|
•
|
| |
Former Global Director, Growth and Innovation portfolio and Global Director, Strategic Marketing, for Dow
|
||
|
•
|
| |
Former Vice President and General Manager of Dow Building Solutions, a business unit within Dow that manufactures and sells plastics and polymer based building products such as STYROFOAMTM insulation
|
||
|
•
|
| |
Former business leader of multiple plastics and polymer business units at Dow
|
||
|
|
| |
|
||
|
Skills and Expertise:
|
|||||
|
•
|
| |
Substantial experience leading large public companies and their divisions
|
||
|
•
|
| |
Broad background in the plastics and polymers industries
|
||
|
•
|
| |
Extensive merger, acquisition, and integration experience, having led the Integration Management Office for the merger between Dow/E.I. DuPont de Nemours and several other merger, acquisition, and divestiture transactions
|
||
|
•
|
| |
Significant experience in Growth and Innovation, having headed this business unit within Dow as well as having led Strategic Marketing for Dow
|
||
|
•
|
| |
Extensive experience in Corporate Strategy and Governance, having held executive roles accountable for these functions at BMC Stock Holdings and Dow
|
||
|
•
|
| |
Deep commercial expertise, having led Sales, Marketing, and Purchasing functions for numerous business units and industry segments
|
||
|
| |
|
| |
|
16 | Myers Industries, Inc.
|
WILLIAM SANDBROOK
Age: 63
|
| |
Business Experience:
|
|||
|
•
|
| |
Former Chief Executive Officer and Chairman of U.S. Concrete, Inc. (NASDAQ: USCR), a North America producer of concrete and aggregates; former Vice Chairman; former President
|
||
|
•
|
| |
Former President and Chief Executive Officer CRH/Oldcastle Products and Distribution, a North and South American building products producer and distributor
|
||
|
•
|
| |
Former President and Chief Executive Officer of CRH/Oldcastle Architectural Products Group, a producer of concrete products, packaged soils and mulches and clay brick
|
||
|
•
|
| |
Former President and CEO of CRH/Oldcastle Materials West Division 2003-2006, a civil construction and heavy materials producer
|
||
|
•
|
| |
Former President and CEO of Tilcon New York, a regional market leader in asphalt paving and aggregate producer
|
||
|
|
| |
|
||
|
Current and Former Directorships:
|
|||||
|
•
|
| |
Director of U.S. Concrete, Inc. (NASDAQ: USCR)
|
||
|
•
|
| |
Director of Comfort Systems, USA (NYSE: FIX), a leading building and service provider for mechanical, electrical and plumbing systems
|
||
|
|
| |
|
||
|
Skills and Expertise:
|
|||||
|
•
|
| |
Extensive leadership experience in sourcing, closing and integrating acquisitions
|
||
|
•
|
| |
Accomplished in talent development and senior leadership mentoring
|
||
|
•
|
| |
Extensive experience strategic planning, organizational development and ERP systems implementation and integration
|
||
|
•
|
| |
Accomplished in corporate public messaging, shareholder outreach and stakeholder engagement
|
||
|
•
|
| |
Experienced in integrating decentralized and disparate businesses to develop shared vision and commonality of purpose
|
||
|
| |
|
| |
|
ROBERT A. STEFANKO
Age: 78
Director since: 2007
Committees:
Audit
Compensation
|
| |
Business Experience:
|
|||
|
•
|
| |
Former Chairman of the Board and EVP of Finance & Administration of A. Schulman, Inc. (NASDAQ until August 21, 2018), an international supplier of plastic compounds and resins
|
||
|
|
| |
|
||
|
Current and Former Directorships:
|
|||||
|
•
|
| |
Former director of OMNOVA Solutions, Inc. (NYSE), an innovator of emulsion polymers, specialty chemicals and decorative and functional surfaces
|
||
|
•
|
| |
Former director of The Davey Tree Expert Company, a tree, shrub and lawn care company
|
||
|
•
|
| |
Former director of Akron General Hospital
|
||
|
|
| |
|
||
|
Skills and Expertise:
|
|||||
|
•
|
| |
Extensive involvement in public company matters, including international, compensation, audit, financial, legal, and various other matters
|
||
|
•
|
| |
Extensive financial and accounting experience, including qualification under SEC rules as an Audit Committee Financial Expert
|
||
|
•
|
| |
Experience as a director of other public company boards
|
2021 Proxy Statement | 17
|
18 | Myers Industries, Inc.
|
•
|
The current composition of the Board and how well it functions as a group
|
•
|
The talents, personalities, and strengths of current directors
|
•
|
The value of contributions made by individual directors
|
•
|
The need for a person with specific skills, experiences or background relevant to the Company’s strategy to be added to the Board
|
•
|
Any anticipated vacancies due to retirement or other reasons
|
•
|
Other factors that may enter into the nomination decision
|
•
|
Certify that the person making the recommendation is a shareholder of the Company (including the number of shares held as of the date of the recommendation)
|
•
|
Provide the full name and address of the proposed nominee as well as a biographical history setting forth past and present directorships, employment, occupations and civic activities for at least the past five years
|
•
|
Provide a signed written statement from the proposed nominee consenting to be named as a candidate and, if nominated and elected, consenting to serve as a director
|
•
|
Submit a signed written statement that the shareholder making the recommendation and the proposed nominee will make available to the Governance Committee all information reasonably requested in furtherance of the Committee’s evaluation
|
2021 Proxy Statement | 19
|
•
|
Provide a letter of recommendation to the following address: Corporate Governance and Nominating Committee, c/o Secretary, Myers Industries, Inc., 1293 South Main Street, Akron, Ohio 44301
|
•
|
Submit all required information before the close of business on or before November 15th of the year prior to our next Annual Meeting of shareholders
|
20 | Myers Industries, Inc.
|
Director
|
| |
Audit
Committee
|
| |
Compensation
Committee
|
| |
Governance
Committee
|
Sarah R. Coffin
|
| |
X
|
| |
Chair
|
| |
|
Ronald M. De Feo
|
| |
|
| |
X
|
| |
X
|
William A. Foley
|
| |
|
| |
X
|
| |
X
|
F. Jack Liebau, Jr.
|
| |
X
|
| |
X
|
| |
X
|
Bruce M. Lisman
|
| |
|
| |
X
|
| |
Chair
|
Lori Lutey
|
| |
X
|
| |
|
| |
X
|
Jane Scaccetti
|
| |
Chair
|
| |
|
| |
X
|
Robert A. Stefanko
|
| |
X
|
| |
X
|
| |
|
2021 Proxy Statement | 21
|
|
5 Meetings Held in 2020
|
•
|
Engage the independent registered public accounting firm and responsible for the appointment, compensation and oversight of external auditor
|
•
|
Approve all audit and accounting engagements of the independent registered accounting (audit and non-audit)
|
•
|
Review the results of the audit and interim reviews
|
•
|
Evaluate the independence of the independent registered public accounting firm
|
•
|
Review the financial results of the Company with the independent registered public accounting firm prior to their public release and filling of reports with the SEC
|
•
|
Direct and supervise special investigations
|
•
|
Oversee accounting, internal accounting controls, auditing matters, reporting hotline and corporate compliance programs
|
|
6 Meetings Held in 2020
|
•
|
Review and approve compensation of executive officers of the Company
|
•
|
Review and approve the CEO’s compensation-related corporate goals
|
•
|
Evaluate the CEO’s performance
|
•
|
Establish and administer the Company’s policies, programs and procedures for compensating its executive officers and directors
|
•
|
Review and approve equity award grants
|
•
|
Review, assess and monitor the Company’s Stock Ownership Guidelines
|
•
|
Oversee regulatory compliance with respect to compensation matters
|
•
|
Oversee shareholder communications regarding executive compensation matters
|
•
|
Retain outside consultants regarding executive compensation and other matters
|
•
|
Oversee the leadership development programs and executive long-term and emergency succession planning
|
22 | Myers Industries, Inc.
|
|
3 Meetings Held in 2020
|
•
|
Evaluate new director candidates and incumbent directors
|
•
|
Recommend nominees to serve on the Board as well as members of the Board’s committees to the independent directors of the Board
|
•
|
Recommend and monitor participation in continuing education programs by the directors
|
•
|
Oversee succession planning of executive officers and directors
|
•
|
Identify and evaluate CEO candidates
|
2021 Proxy Statement | 23
|
|
Compensation Type
|
| |
2020 Director Compensation
|
|
|
Annual Cash Retainer
|
| |
$55,000
|
|
|
Annual Equity Based Award
|
| |
$75,000
|
|
|
Supplemental Annual Cash Retainer
|
| |
|
|
|
Committee Members
|
| |
$10,000
|
|
|
Chair of Audit Committee
|
| |
$20,000
|
|
|
Chair of Compensation Committee
|
| |
$20,000
|
|
|
Chair of Governance & Nominating Committee
|
| |
$16,000
|
|
|
Board Chair(1)
|
| |
$90,000
|
|
|
Ad-Hoc Committee Members
|
| |
$10,000
|
|
|
Ad-Hoc Committee Chairman
|
| |
$15,000
|
|
(1)
|
Board Chair is not eligible to receive additional Committee membership fees.
|
24 | Myers Industries, Inc.
|
Name
|
| |
Fees Earned
or Paid
in Cash
($)
|
| |
Stock
Awards
($)(1)
|
| |
Non-Equity
Incentive Plan
Compensation
($)
|
| |
Change in
Pension Value
and Nonqualified
Deferred
Compensation
Earnings
($)
|
| |
All Other
Compensation
($)
|
| |
Total
($)
|
Sarah R. Coffin
|
| |
$85,000
|
| |
74,997
|
| |
—
|
| |
—
|
| |
—
|
| |
$159,997
|
Ronald M. De Feo
|
| |
$75,000
|
| |
74,997
|
| |
—
|
| |
—
|
| |
—
|
| |
$149,997
|
William A. Foley
|
| |
$75,000
|
| |
74,997
|
| |
—
|
| |
—
|
| |
—
|
| |
$149,997
|
F. Jack Liebau, Jr.
|
| |
$145,000
|
| |
74,997
|
| |
—
|
| |
—
|
| |
—
|
| |
$219,997
|
Bruce M. Lisman
|
| |
$81,000
|
| |
74,997
|
| |
—
|
| |
—
|
| |
—
|
| |
$155,997
|
Lori Lutey
|
| |
$75,000
|
| |
74,997
|
| |
—
|
| |
—
|
| |
—
|
| |
$149,997
|
Jane Scaccetti
|
| |
$81,667
|
| |
74,997
|
| |
—
|
| |
—
|
| |
—
|
| |
$156,664
|
Robert A. Stefanko
|
| |
$78,333
|
| |
74,997
|
| |
—
|
| |
—
|
| |
—
|
| |
$153,330
|
(1)
|
Except as otherwise noted, Stock Award amounts do not reflect compensation actually received by the directors. For non-employee directors who served on the Board in 2020, the amounts shown reflect the grant date fair market value of 5,850 restricted stock units awarded to the non-employee directors on April 29, 2020 with respect to their service commencing on that date until the 2021 Annual Meeting of Shareholders, at which time their awards will vest unless the director elects to receive stock units and defer receipt of common stock until he or she ceases to be a member of the Board for any reason whatsoever, at which time the Company shall make a payment to the director of one share for every stock unit then held as payment with respect to each such stock unit. The supplemental fees for service as Chair of the Audit Committee were pro-rated between Ms. Scaccetti and Mr. Stefanko based on their period of service during 2020.
|
2021 Proxy Statement | 25
|
26 | Myers Industries, Inc.
|
2021 Proxy Statement | 27
|
28 | Myers Industries, Inc.
|
|
Use of Shares Which May Be Delivered Under
All Current Equity Compensation Plans
|
| |
Number of Shares as of
February 26, 2021
|
|
|
2017 Plan
|
| |
677,957
|
|
|
Employee Stock Plan
|
| |
244,234
|
|
•
|
nonqualified stock options to purchase shares of common stock (“NQSOs”);
|
•
|
stock appreciation rights (“SARs”);
|
•
|
restricted shares of common stock (“Restricted Stock”);
|
•
|
restricted stock units (“RSUs”); and
|
•
|
deferred stock awards,
|
2021 Proxy Statement | 29
|
30 | Myers Industries, Inc.
|
•
|
For non-associate directors: awards with an aggregate fair market value on the date of grant of no more than $300,000;
|
•
|
For the non-associate director occupying the role of Non-Executive Chairman of the Board (if any): additional awards with an aggregate fair market value on the date of grant of no more than $500,000; and
|
•
|
For the non-associate director occupying the role of Executive Chairman of the Board (if any): additional awards with an aggregate fair market value on the date of grant of no more than $2,500,000.
|
2021 Proxy Statement | 31
|
32 | Myers Industries, Inc.
|
•
|
In the case of a NQSO or an SAR, the participant will have the ability to exercise such NQSO or SAR, including any portion of the NQSO or SAR not previously exercisable, until the earlier of (1) the expiration of the NQSO or SAR under its original term, and (2) the date that is two years (or such longer post-termination exercisability term as may be specified in the NQSO or SAR) following any involuntary termination without cause of the participant; and
|
•
|
In the case of Restricted Stock or RSUs, the award will become fully vested and will be settled in full.
|
2021 Proxy Statement | 33
|
34 | Myers Industries, Inc.
|
2021 Proxy Statement | 35
|
36 | Myers Industries, Inc.
|
|
Executive Compensation Objectives
|
| |
Executive Compensation Elements
|
| |||||||||
|
•
|
| |
Provide competitive compensation packages to attract and retain talented and experienced executives and other key employees whose knowledge, skills and performance are crucial to our success
|
| |
•
|
| |
Base salary
|
| |||
|
•
|
| |
Annual cash bonus opportunities
|
| |||||||||
|
•
|
| |
Long-term incentives, such as equity based performance awards
|
| |||||||||
|
•
|
| |
Benefits
|
| |||||||||
|
|
| |
|
| |
|
| |
|
| |
|
|
|
•
|
| |
Align our executives with shareholders to help ensure that the actual compensation paid to our executive officers correlates with financial performance (“pay for performance”) and motivate our executive officers to achieve short-term and long-term Company goals that will increase shareholder value by providing:
|
| |
•
|
| |
Long-term incentives, such as equity based performance awards and other service based awards
|
| |||
|
•
|
| |
Annual cash bonus opportunities
|
| |||||||||
|
|
| |
○
|
| |
Short-term performance incentives with objective performance goals through an annual bonus plan focused on operating performance
|
| ||||||
|
|
| |
○
|
| |
Long-term performance incentives that provide rewards for achieving long-term strategic initiatives through the use of performance based stock units, and other service based awards under our 2017 Plan
|
| |
|
| |||
|
|
| |
|
| |
|
| |
|
| |
|
|
|
•
|
| |
Reward executives whose knowledge, skills and performance are crucial to our success
|
| |
•
|
| |
Base salary
|
| |||
|
•
|
| |
Annual cash bonus opportunities
|
| |||||||||
|
•
|
| |
Long-term incentives, such as equity based performance awards
|
|
2021 Proxy Statement | 37
|
Michael McGaugh(1)
|
| |
President and Chief Executive Officer
|
Andrean Horton(2)
|
| |
Executive Vice President, Chief Legal Officer and Secretary
|
Kevin Brackman(3)
|
| |
Former Executive Vice President and Chief Financial Officer
|
Daniel Hoehn(4)
|
| |
Interim Chief Financial Officer, Vice President and Corporate Controller
|
Thomas Harmon(5)
|
| |
Senior Vice President, Human Resources
|
(1)
|
Mr. McGaugh was appointed President and Chief Executive Officer effective April 6, 2020.
|
(2)
|
Ms. Horton served as Interim President and Chief Executive Officer until April 6, 2020 in addition to her roles as Chief Legal Officer and Secretary.
|
(3)
|
Mr. Brackman served as Executive Vice President and Chief Financial Officer until September 18, 2020.
|
(4)
|
Mr. Hoehn was appointed Interim Chief Financial Officer effective September 18, 2020 in addition to his role as Corporate Controller.
|
(5)
|
Mr. Harmon resigned as an officer of the Company effective July 10, 2020 and rejoined the Company as Senior Vice President, Human Resources on October 19, 2020.
|
•
|
Attract and retain talented and experienced executives and other key employees whose knowledge, skills and performance are crucial to our success
|
•
|
Ensure that the actual compensation paid to our executive officers correlates with financial performance (“pay for performance”)
|
•
|
Motivate our executive officers to pursue, and reward them for achieving, short-term and long-term Company goals that are intended to deliver shareholder value
|
38 | Myers Industries, Inc.
|
•
|
In the midst of the global pandemic, we took prompt actions to promote safety in our facilities, protect team members, and continue to produce the essential products Myers’ customers require. These actions delivered the following results:
|
•
|
An increase in adjusted gross margin of 500 basis points, despite significant headwinds from COVID-19, which led to a decline in total sales of approximately 1%
|
•
|
An increase in adjusted operating income of 9.5%
|
•
|
Operating cash flow of 9% of sales, same as prior year
|
•
|
The Company announced and is actively executing its strategy to transform into a high-growth, customer-centric innovator of engineered plastics solutions. Myers’ long-term plan is comprised of three, three-year horizons, each outlining specific actions to drive profitable revenue growth while advancing a One Myers culture and mindset. The Company is targeting $1 billion in revenue by the end of 2023 and 3x that by the end of 2029, with an adjusted EBITDA margin goal of 15% of sales.
|
•
|
The Company joined the Alliance to End Plastic Waste, a global nonprofit organization comprised of eighty companies across the plastics value chain who are committed to investing in solutions that help eliminate plastic waste in the environment.
|
•
|
Consistent with its new strategy, the Company acquired Elkhart Plastics in November of last year. As a bolt-on acquisition within the Company’s existing technology space, Elkhart strengthens our portfolio and helps us take a meaningful step toward executing our long-term vision.
|
2021 Proxy Statement | 39
|
40 | Myers Industries, Inc.
|
2021 Proxy Statement | 41
|
Company Name
|
| |
Industry
|
| |
Revenue
|
Market Cap
|
||||||
Chart Industries, Inc.
|
| |
Industrial Machinery
|
| |
$1,177
|
$5,196
|
||||||
Dorman Products, Inc.
|
| |
Auto Parts & Equipment
|
| |
$1,092
|
$3,298
|
||||||
Standard Motor Products, Inc.
|
| |
Auto Parts & Equipment
|
| |
$1,087
|
$919
|
||||||
Alamo Group Inc.
|
| |
Construction Machinery & Heavy Trucks
|
| |
$1,074
|
$1,929
|
||||||
Stoneridge, Inc.
|
| |
Auto Parts & Equipment
|
| |
$834
|
$835
|
||||||
Neenah, Inc.
|
| |
Paper Products
|
| |
$792
|
$964
|
||||||
Esco Technologies
|
| |
Aviation & Space Filtration & Fluid Control
|
| |
$732
|
$2,836
|
||||||
TriMas Corporation
|
| |
Industrial Machinery
|
| |
$732
|
$1,556
|
||||||
Commercial Vehicle Group, Inc.
|
| |
Construction Machinery & Heavy Trucks
|
| |
$691
|
$289
|
||||||
The Shyft Group, Inc.(1)
|
| |
Specialty Vehicle Mfg. and Assembly
|
| |
$684
|
$1,228
|
||||||
Standex International Corporation
|
| |
Diversified Global Manufacturing
|
| |
$604
|
$1,232
|
||||||
Motorcar Parts of America, Inc.
|
| |
Auto Parts & Equipment
|
| |
$535
|
$406
|
||||||
Lindsay Corporation
|
| |
Agricultural & Farm Machinery
|
| |
$474
|
$1,757
|
||||||
Raven Industries, Inc.
|
| |
Technology Engineering and Manufacturing
|
| |
$382
|
$1,510
|
||||||
The Gorman-Rupp Company
|
| |
Industrial Machinery
|
| |
$348
|
$863
|
||||||
Core Molding Technologies, Inc.
|
| |
Commodity Chemicals
|
| |
$217
|
$97
|
(1)
|
Formerly known as Spartan Motors.
|
42 | Myers Industries, Inc.
|
Name
|
| |
% Increase
|
| |
Base Salary
|
Michael McGaugh
|
| |
N/A
|
| |
$625,000
|
Andrean Horton
|
| |
4.0%
|
| |
$390,000
|
Kevin Brackman
|
| |
5.0%
|
| |
$367,500
|
Thomas Harmon
|
| |
0.0%
|
| |
$340,000
|
Daniel Hoehn
|
| |
1.5%
|
| |
$253,750
|
Measure
|
| |
Alignment with Business Strategy
|
Operating Income Percentage Growth
|
| |
Operating income growth supports the Company’s objective of cash flow growth and allows the Company to reward business performance
|
2021 Proxy Statement | 43
|
|
| |
Fiscal Year 2020 Goals and Payout
|
| |
|
| |
|
||||||
Performance Metric
|
| |
Threshold
(0%)
|
| |
Target
(100%)
|
| |
Maximum(1)
(200%)
|
| |
2020 Actual
Results
|
| |
Payout
(% of target)
|
Operating Income Growth (%)
|
| |
8.3%
|
| |
20%
|
| |
45%
|
| |
10.9%
|
| |
61.2%
|
Operating Income ($ in millions)
|
| |
$45.5
|
| |
$50.5
|
| |
$60.9
|
| |
$46.6
|
| |
|
(1)
|
As Company Controller, Mr. Hoehn’s maximum payout was established at 120%.
|
Name
|
| |
Base Salary
|
| |
Target Award
(% of Base)
|
| |
Objective Metric
Achievement
(% of Target)
|
| |
Qualitative Metric Achievement
(% of Target)
|
| |
Earned
Award Amount
|
Michael McGaugh(1)
|
| |
$625,000
|
| |
100%
|
| |
61.2%
|
| |
61%
|
| |
$286,875
|
Andrean Horton(2)
|
| |
$390,000
|
| |
60%
|
| |
61.2%
|
| |
61%
|
| |
$143,208
|
Kevin Brackman(3)
|
| |
$367,500
|
| |
60%
|
| |
N/A
|
| |
N/A
|
| |
$0
|
Thomas Harmon(4)
|
| |
$340,000
|
| |
50%
|
| |
61.2%
|
| |
61%
|
| |
$78,030
|
Daniel Hoehn
|
| |
$253,750
|
| |
40%
|
| |
61.2%
|
| |
N/A
|
| |
$62,118
|
(1)
|
Mr. McGaugh’s award earned was pro-rated to reflect his period of employment during 2020.
|
(2)
|
Ms. Horton’s award earned was based on her base salary in effect for her role as Executive Vice President and Chief Legal Officer.
|
(3)
|
Mr. Brackman was not eligible to receive an award due to his departure on September 18, 2020. Mr. Brackman received certain severance benefits as described in the Summary Compensation Table and Severance Arrangements upon Termination Including Change in Control.
|
(4)
|
Mr. Harmon’s award earned was pro-rated to reflect his period of employment during 2020.
|
44 | Myers Industries, Inc.
|
•
|
60% Weighting: Long-term performance restricted stock units intended to reward our executives for achieving financial goals over a multi-year period. Long-term performance restricted stock units vest at the end of three-year period based on achievement of pre-established objectives over three calendar years.
|
•
|
40% Weighting: Service-based restricted stock units help retain our key executives. Restricted stock units also align our executives with the total returns earned by our investors. Grants of service-based restricted stock units vest ratably over a three-year period, conditioned on continued employment, providing a strong executive retention device.
|
Performance Period
|
| |
Grant Date
|
| |
Settlement Date
(If Earned)
|
| |
Performance Measures (each with 50% weighting)
|
|||
2018-2020
|
| |
March 2018
|
| |
2021
|
| |
3-year cumulative EBITDA
|
| |
3-year total free cash flow as a % of sales
|
2019-2021
|
| |
March 2019
|
| |
2022
|
| |
3-year cumulative EBITDA
|
| |
3-year total free cash flow as a % of sales
|
2020-2022
|
| |
April 2020
|
| |
2022
|
| |
3-year weighted average EBITDA
|
| |
3-year average ROIC
|
2021 Proxy Statement | 45
|
|
| |
|
| |
Fiscal Years 2018-2020 Goals and Payouts
|
| |
|
| |
|
|||
Performance Metric
|
| |
Target
|
| |
Actual
|
| |
Payout %
|
| |
Weighting
|
| |
Combined
Payout %
|
Cumulative EBITDA
|
| |
$222 Million
|
| |
$197.6 Million
|
| |
0%
|
| |
50%
|
| |
71.3%
|
Total Free Cash Flow (as a % of Sales)
|
| |
7.0%
|
| |
7.85%
|
| |
142.5%
|
| |
50%
|
|
46 | Myers Industries, Inc.
|
•
|
The Company maintains qualified and nonqualified retirement programs for which our NEOs are eligible to participate. NEOs participate in our qualified retirement plan, a tax-qualified 401(k) plan pursuant to which all participants are eligible to receive matching contributions from the Company on the same terms as all of our other employees. The Company matching contribution is 100% of the first 3% contributed by a participant plus 50% of the next 2% contributed, for a total of up to 4% match on a participant’s compensation up to federal limits.
|
•
|
Each of our NEOs is eligible to participate in our Executive Nonqualified Excess Plan (“Nonqualified Deferred Compensation Plan”), which is a nonqualified retirement savings plan that allows for deferrals above the IRS limits on qualified plans. This plan is intended to restore compensation benefits that would have been earned under the tax-qualified 401(k) plan but for certain limitations imposed by the federal tax laws. Participating officers are at all times 100% vested in their voluntary deferrals. The Company may also provide matching or discretionary credits to the accounts of eligible officers, as determined by the Company in its sole discretion. The Compensation Committee believes that maintaining this Nonqualified Deferred Compensation Plan helps to maintain the competitiveness of our entire executive retirement benefits.
|
•
|
NEOs also participate in broad-based benefit plans that are available to all employees, including health insurance and life and disability insurance.
|
Stock Ownership Guidelines
|
| |
•
|
| |
A key objective of our pay program in general and our long-term equity-based incentive awards in particular is to encourage stock ownership of insiders. As a result, we have maintained Stock Ownership Guidelines since 2010
|
|
•
|
| |
Under the Stock Ownership Guidelines, our NEOs and non-employee directors are expected to hold a specified amount of our common stock, as follows:
CEO: 5X annual base salary
Executive Vice Presidents (CFO and CLO): 3X annual base salary
Vice Presidents (including Human Resources): 1X annual base salary
Non-Employee Directors: 5X annual cash Board retainer
|
||
|
|
| |
|
||
|
•
|
| |
The NEOs and non-employee directors have five years from becoming subject to the guidelines to attain the ownership requirement
|
||
|
|
| |
|
||
|
| |
•
|
| |
In determining stock ownership for purposes of our ownership guidelines, shares owned outright, including shares owned jointly with a spouse or separately by a spouse and/or children that live in the NEO’s household, vested and unvested time-based restricted stock and stock unit awards, vested stock options, and non-employee deferred stock units, are counted
|
2021 Proxy Statement | 47
|
•
|
Using a variety of vehicles for providing compensation, including salary, bonus, and equity-based compensation, comprised of cash and equity based incentives with different vesting periods, which act to focus executives on specific objectives under the Company’s business plan while creating alignment with shareholders
|
•
|
Providing a mixture of fixed and variable, annual and long-term, and cash and equity compensation to encourage behavior and actions that are in the long-term interests of the Company and our shareholders
|
•
|
Placing an emphasis on performance-based awards more than service-based awards to further align the interests of our employees with those of our shareholders
|
•
|
Establishing, and reviewing on an annual basis, base salaries to be consistent with an employee’s responsibilities
|
•
|
Diversifying incentive-based risk by using differing performance measures, including Company financial performance
|
•
|
Determining and awarding incentive award grants based on a review of multiple indicators of performance that diversify the risk associated with any single indicator of performance
|
48 | Myers Industries, Inc.
|
Role of Compensation Committee
|
| |
•
|
| |
Five independent directors comprise our Compensation Committee, which is responsible for overseeing our executive pay plans and policies, administering our equity plans and approving all compensation for our NEOs
|
|
•
|
| |
The Compensation Committee routinely requests information from senior management regarding the Company’s performance, pay and programs to assist it in its actions
|
||
|
•
|
| |
The Compensation Committee has the authority to retain outside advisors as needed to assist it in reviewing and modifying the Company’s programs and providing competitive pay levels and terms
|
||
|
•
|
| |
In arriving at its decision on NEO compensation, the Compensation Committee takes into account the shareholder “say-on-pay” vote results at the previous annual meeting of shareholders
|
||
|
•
|
| |
The Compensation Committee annually reviews and establishes the goals used for our annual and long-term incentive plans. The Compensation Committee assesses the performance of the Company and the CEO. Based on this evaluation, the Compensation Committee then recommends the CEO’s compensation for the next year to the Board for its consideration and approval
|
||
|
•
|
| |
The Compensation Committee reviews the CEO’s compensation recommendations for the CFO, providing appropriate input and approving final awards
|
||
|
•
|
| |
Finally, the Compensation Committee provides guidance and final approval to the CEO with regard to the determination of the compensation of other key executives
|
||
Role of Senior Management
|
| |
•
|
| |
The Company’s management serves in an advisory or support capacity as the Compensation Committee carries out its charter regarding executive compensation
|
|
•
|
| |
The Company’s CEO, CLO, and Senior Vice President of Human Resources typically participate in meetings of the Compensation Committee
|
||
|
•
|
| |
The Company’s CFO may participate as necessary or at the Compensation Committee’s request
|
||
|
•
|
| |
The Company’s management normally provides the Compensation Committee with information regarding the Company’s performance as well as information regarding executives who participate in the Company’s various plans. Such data is usually focused on the executives’ historical pay and benefit levels, plan costs, context for how programs have changed over time and input regarding particular management issues that need to be addressed. In addition, management normally furnishes similar information to the Compensation Committee’s independent compensation advisor
|
||
|
•
|
| |
Management provides input regarding the recommendations made by the Compensation Committee’s independent advisors or the Compensation Committee
|
||
|
•
|
| |
Management implements, communicates and administers the programs approved by the Compensation Committee, reporting back to it any questions, concerns or issues
|
||
|
•
|
| |
The CEO annually evaluates the performance of the Company and the other NEOs. Based on these evaluations, the CEO provides the Compensation Committee with recommendations regarding the pay for such executives for its consideration, input, and approval. The Compensation Committee authorizes the CEO to establish the pay for the Company’s other executives and senior management based on terms consistent with those used to establish the pay of the NEOs. Members of management present at meetings when pay is discussed are recused from such discussions when the Compensation Committee focuses on his or her individual pay
|
2021 Proxy Statement | 49
|
Role of Independent Compensation Advisor
|
| |||||
|
•
|
| |
The Compensation Committee has the authority to retain independent advisors and compensation consultants to assist in carrying out its responsibilities
|
||
|
•
|
| |
The Compensation Committee has engaged Semler Brossy as its independent compensation adviser since 2017
|
||
|
•
|
| |
Semler Brossy’s lead consultants report directly to the Compensation Committee Chair, who approves Semler Brossy’s annual work plan
|
||
|
•
|
| |
The lead consultants interact with the Compensation Committee regularly, and with management as needed to complete work requested by the Compensation Committee
|
||
|
•
|
| |
Semler Brossy did not provide other services to the Company during 2020 and received no compensation other than with respect to the services it provided to the Compensation Committee
|
||
|
| |
•
|
| |
The work of Semler Brossy has not raised any conflicts of interest and Semler Brossy annually confirms its independence to the Compensation Committee
|
50 | Myers Industries, Inc.
|
Name and
Principal Position
|
| |
Year
|
| |
Salary
|
| |
Bonus
|
| |
Stock
Awards(1)(2)
|
| |
Option
Awards(2)
|
| |
Non-Equity
Incentive Plan
Compensation(3)
|
| |
Change in
Pension Value
and Nonqualified
Deferred
Compensation
Earnings(4)
|
| |
All Other
Compensation(5)
|
| |
Total
|
Michael McGaugh(6)
President and Chief
Executive Officer
|
| |
2020
|
| |
$468,750
|
| |
–
|
| |
$1,249,999
|
| |
–
|
| |
$286,875
|
| |
$1,028
|
| |
$11,400
|
| |
$2,018,052
|
Andrean Horton(7)
Executive Vice
President, Chief Legal
Officer and Secretary
|
| |
2020
|
| |
$491,282
|
| |
–
|
| |
$389,993
|
| |
–
|
| |
$143,208
|
| |
$10,379
|
| |
$24,219
|
| |
$1,059,081
|
|
2019
|
| |
$450,000
|
| |
–
|
| |
$362,491
|
| |
$75,007
|
| |
$62,550
|
| |
–
|
| |
$122,192
|
| |
$1,072,240
|
||
|
2018
|
| |
$79,327
|
| |
–
|
| |
–
|
| |
–
|
| |
$104,795
|
| |
–
|
| |
$2,163
|
| |
$186,285
|
||
Kevin Brackman(8)
Executive Vice
President, Chief
Financial Officer
|
| |
2020
|
| |
$307,596
|
| |
–
|
| |
$367,496
|
| |
–
|
| |
–
|
| |
$7,751
|
| |
$769,718
|
| |
$1,452,561
|
|
2019
|
| |
$350,000
|
| |
–
|
| |
$344,658
|
| |
$100,005
|
| |
$58,380
|
| |
–
|
| |
$132,165
|
| |
$985,208
|
||
|
2018
|
| |
$277,850
|
| |
–
|
| |
$137,892
|
| |
$59,096
|
| |
$372,903
|
| |
–
|
| |
$20,787
|
| |
$868.528
|
||
Daniel Hoehn(9)
Interim Chief Financial
Officer, Vice President
and Controller
|
| |
2020
|
| |
$277,788
|
| |
–
|
| |
$101,501
|
| |
–
|
| |
$62,118
|
| |
$1,873
|
| |
$11,400
|
| |
$454,680
|
Thomas Harmon(10)
Vice President, Chief
Human Resources
Officer
|
| |
2020
|
| |
$261,538
|
| |
$(64,350)
|
| |
$321,003
|
| |
–
|
| |
$78,030
|
| |
$3,252
|
| |
$42,501
|
| |
$641,974
|
|
2019
|
| |
$78,462
|
| |
$100,000
|
| |
$199,997
|
| |
–
|
| |
$11,815
|
| |
–
|
| |
$112,729
|
| |
$503,003
|
(1)
|
Amounts shown do not reflect compensation actually received by the executive officers. Instead the amounts shown are reported at grant date fair value in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standard Codification Topic 718, Compensation — Stock Compensation (referred to herein as “FASB ASC Topic 718”). The assumptions used for this calculation are fully described in the footnote titled “Stock Compensation” of the Notes to Consolidated Financial Statements under Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC. The amounts set forth in this column for 2020 include the grant date fair value of performance stock unit awards. The value of the annual performance stock unit awards granted in fiscal year 2020 if the target level of performance is achieved was: Mr. McGaugh – $749,997, Ms. Horton – $233,995, Mr. Brackman – $220,497, Mr. Hoehn – $60,903, and Mr. Harmon – $132,598 (although Mr. Harmon forfeited all such awards upon his voluntary resignation as an officer of the Company effective July 10, 2020). The value of the annual performance stock unit awards granted in fiscal year 2020 if the maximum performance target is achieved was: Mr. McGaugh – $1,499,994, Ms. Horton – $467,992, Mr. Brackman – $440,995, Mr. Hoehn – $121,806, and Mr. Harmon – $265,196 (although Mr. Harmon forfeited all such awards upon his voluntary resignation as an officer of the Company effective July 10, 2020).
|
(2)
|
Amounts in this column for 2020 include the grant date fair value of restricted stock unit awards. Information regarding the restricted stock unit awards granted to our NEOs during 2020 is set forth in the Grants of Plan Based Awards Table for each respective year. The Grants of Plan Based Awards Table also sets forth the grant date fair value in accordance with FASB ASC Topic 718. The assumptions used for this calculation are fully described in the footnote titled “Stock Compensation” of the Notes to our Consolidated Financial Statements under Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC.
|
(3)
|
Amounts in this column for 2020 represent incentive bonuses that were earned during 2020 and paid early in 2021.
|
(4)
|
Amounts for 2020 reflect earnings/(losses) of the named executive officers participating in our Nonqualified Deferred Compensation Plan.
|
(5)
|
The amounts set forth in this column include: (i) Company contributions under our 401(k) plan and Nonqualified Deferred Compensation Plan; (ii) dividends upon vesting of restricted stock awards; (iii) executive physicals, (iv) one-time cash-based retention awards granted in 2019, (v) for Mr. McGaugh in 2020, reimbursement of the cost of an apartment during the transition period of his relocation, (vi) for Mr. Hoehn, value of discounted purchases under our Employee Stock Purchase Plan, and (vii) for Mr. Harmon, certain relocation expenses. These benefits are valued based on the incremental costs to the Company and are listed in the following table:
|
|
| |
2020
|
| |
2019
|
| |
2018
|
Mr. McGaugh
|
| |
|
| |
|
| |
|
Contributions
|
| |
$11,400
|
| |
|
| |
|
Ms. Horton
|
| |
|
| |
|
| |
|
Contributions
|
| |
$22,392
|
| |
$22,192
|
| |
$2,163
|
Cash Long-term Retention Award
|
| |
—
|
| |
100,000
|
| |
—
|
Dividends
|
| |
1,827
|
| |
—
|
| |
—
|
|
| |
$24,219
|
| |
$122,192
|
| |
$2,163
|
Mr. Brackman
|
| |
|
| |
|
| |
|
Contributions
|
| |
$11,400
|
| |
$27,561
|
| |
$17,010
|
Automobile allowance
|
| |
—
|
| |
—
|
| |
1,615
|
Cash Long-term Retention Award
|
| |
—
|
| |
100,000
|
| |
—
|
Executive physical
|
| |
—
|
| |
1,997
|
| |
—
|
Severance Benefits
|
| |
735,173
|
| |
—
|
| |
—
|
Dividends
|
| |
23,145
|
| |
2,607
|
| |
2,162
|
|
| |
$768,718
|
| |
$132,165
|
| |
$20,787
|
2021 Proxy Statement | 51
|
|
| |
2020
|
| |
2019
|
| |
2018
|
Mr. Hoehn
|
| |
|
| |
|
| |
|
Contributions
|
| |
$11,400
|
| |
—
|
| |
—
|
Mr. Harmon
|
| |
|
| |
|
| |
|
Contributions
|
| |
$11,400
|
| |
$6,854
|
| |
—
|
Cash Long-term Retention Award
|
| |
—
|
| |
100,000
|
| |
—
|
Relocation
|
| |
31,101
|
| |
5,875
|
| |
—
|
|
| |
$42,501
|
| |
$112,729
|
| |
—
|
(6)
|
Mr. McGaugh was appointed President and CEO on April 6, 2020.
|
(7)
|
Ms. Horton was appointed Interim President and CEO in October 2019 and received a supplemental monthly payment of $25,000 from October 2019 through April 2020 for her service in that role in addition to her roles as Chief Legal Officer and Secretary.
|
(8)
|
Mr. Brackman served as Executive Vice President and Chief Financial Officer from December 11, 2018 until September 18, 2020.
|
(9)
|
Mr. Hoehn was appointed Interim Chief Financial Officer effective September 18, 2020 began receiving a supplemental monthly payment of $5,000 for his service in that role in addition to his role as Corporate Controller.
|
(10)
|
Mr. Harmon resigned as Vice President, Chief Human Resource Officer effective July 10, 2020, upon which all equity based long-term incentive awards granted to him in April 2020 were forfeited and Mr. Harmon reimbursed the Company for the net tax effect of a signing bonus he received in 2019. The grant date fair value of the forfeited awards is set forth in the Grants of Plan Based Awards table but is not included in the Summary Compensation Table due to the forfeiture of all value of the awards. Mr. Harmon rejoined the Company as Senior Vice President, Human Resources on October 19, 2020 and received an onboarding grant of service-based restricted stock units valued at $100,000 as set forth in the Stock Awards column.
|
52 | Myers Industries, Inc.
|
|
| |
|
| |
Estimated Future
Payouts Under Non-Equity
Incentive Plan Awards(1)
|
| |
Estimated Future
Payouts Under Equity
Incentive Plan Awards(2)
|
| |
All Other
Stock
Awards:
Number
of Shares
of Stock
or Units(3)
(#)
|
| |
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)
|
| |
Exercise
or Base
Price of
Option
Awards
($/Sh)
|
| |
Grant Date
Fair Value
of Stock
and Option
Award ($)
|
||||||||||||
Name
|
| |
Grant
Date
|
| |
Threshold
($)
|
| |
Target
($)
|
| |
Maximum
($)
|
| |
Threshold
(#)
|
| |
Target
(#)
|
| |
Maximum
(#)
|
| |||||||||||
Michael McGaugh
|
| |
03/04/2020
|
| |
|
| |
468,750
|
| |
937,500
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
04/28/2020
|
| |
|
| |
|
| |
|
| |
0
|
| |
65,674
|
| |
131,348
|
| |
|
| |
|
| |
|
| |
749,997(4)
|
||
|
04/28/2020
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
43,783
|
| |
|
| |
|
| |
500,002
|
||
Andrean Horton
|
| |
03/04/2020
|
| |
|
| |
234,000
|
| |
468,000
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
04/28/2020
|
| |
|
| |
|
| |
|
| |
0
|
| |
20,490
|
| |
40,980
|
| |
|
| |
|
| |
|
| |
233,996(4)
|
||
|
04/28/2020
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
13,660
|
| |
|
| |
|
| |
155,997
|
||
Kevin Brackman
|
| |
03/04/2020
|
| |
|
| |
220,500
|
| |
441,000
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
04/28/2020
|
| |
|
| |
|
| |
|
| |
0
|
| |
19,308
|
| |
38,616
|
| |
|
| |
|
| |
|
| |
220,497(4)
|
||
|
04/28/2020
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
12,872
|
| |
|
| |
|
| |
146,998
|
||
Daniel Hoehn
|
| |
03/04/2020
|
| |
|
| |
101,500
|
| |
121,800
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
04/28/2020
|
| |
|
| |
|
| |
|
| |
0
|
| |
5,333
|
| |
10,666
|
| |
|
| |
|
| |
|
| |
60,903(4)
|
||
|
04/28/2020
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
3,555
|
| |
|
| |
|
| |
40,598
|
||
Thomas Harmon(5)
|
| |
03/04/2020
|
| |
|
| |
127,500
|
| |
255,000
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
04/28/2020
|
| |
|
| |
|
| |
|
| |
0
|
| |
11,661
|
| |
23,222
|
| |
|
| |
|
| |
|
| |
132,598(4)
|
||
|
04/28/2020
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
7,741
|
| |
|
| |
|
| |
88,402
|
||
|
10/26/2020(6)
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
6,964
|
| |
|
| |
|
| |
100,003
|
(1)
|
Represents estimated future payout for annual cash bonuses. The payouts are based on results of operating income growth. Mr. McGaugh’s and Harmon’s annual cash bonus opportunity were pro-rated for the periods of their employment in 2020.
|
(2)
|
Represents awards of performance stock units that will vest on the third anniversary of the grant date with payout based 50% on three-year weighted average EBITDA and 50% on three-year average annual return on invested capital for the performance period of 2020-2022.
|
(3)
|
Represents awards of restricted stock units which vest ratably in three annual installments on March 6 of each of the first three years after the grant date. The grant date fair value of such awards was calculated using the closing price of our common stock on the date of grant of $11.42 per share.
|
(4)
|
Represents payout at target based on the grant date fair value of such awards calculated by using the closing price of our common stock on the date of grant of $11.42 per share.
|
(5)
|
All Equity Incentive Plan Awards granted to Mr. Harmon on April 28, 2020 were forfeited upon his voluntary resignation on July 10, 2020.
|
(6)
|
Represents an award of restricted stock units granted upon Mr. Harmon’s re-employment which vests in two equal installments on the second and third anniversaries of the grant date. The grant date fair value of such awards was calculated using the closing price of our common stock on the date of grant of $14.36 per share.
|
2021 Proxy Statement | 53
|
|
| |
Option Awards
|
| |
Stock Awards
|
|||||||||||||||||||||
Name
|
| |
Number of
securities
underlying
unexercised
options
(#) exercisable
|
| |
Number of
securities
underlying
unexercised
options
(#) unexercisable
|
| |
Equity incentive
plan awards:
number of
securities
underlying
unexercised
unearned
options
(#)
|
| |
Option
exercise
price
($)
|
| |
Option
expiration
date
|
| |
Number of
shares or
units of
stock that
have not
vested
(#)
|
| |
Market
value of
shares or
units of
stock that
have not
vested
($)(1)
|
| |
Equity
incentive
plan awards:
number of
unearned
shares, units
or other
rights that
have not
vested
(#)
|
| |
Equity
incentive
plan
awards:
market or
payout
value of
unearned
shares,
units or
other rights
that have
not vested
($)(1)
|
Michael McGaugh
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
43,783(2)
|
| |
909,811
|
| |
65,674(3)
|
| |
1,364,706
|
Andrean Horton
|
| |
6,488
|
| |
12,976(4)
|
| |
|
| |
18.58
|
| |
3/06/2029
|
| |
2,691(5)
|
| |
55,919
|
| |
10,091(6)
|
| |
209,691
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
4,075(7)
|
| |
84,679
|
| |
|
| |
|
||
|
|
| |
|
| |
|
| |
|
| |
|
| |
13,660(2)
|
| |
283,855
|
| |
20,490(3)
|
| |
425,782
|
||
Kevin Brackman(8)
|
| |
10,863
|
| |
0
|
| |
|
| |
21.30
|
| |
3/18/2021
|
| |
|
| |
|
| |
9,419(6)
|
| |
195,727
|
|
18,166
|
| |
0
|
| |
|
| |
18.58
|
| |
3/18/2021
|
| |
|
| |
|
| |
4,624(9)
|
| |
96,087
|
||
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
19,308(3)
|
| |
401,220
|
||
Daniel Hoehn
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
3,555(2) )
|
| |
73,873
|
| |
5,333(3)
|
| |
110,820
|
Thomas Harmon
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
6,964(10))
|
| |
144,712
|
| |
|
| |
|
(1)
|
Calculated by multiplying $20.78, the closing market price of our common stock on December 31, 2020, by the number of unvested restricted shares and unvested performance shares at target payout.
|
(2)
|
Represents unvested service based restricted units granted on April 28, 2020 which are subject to vesting in equal installments on March 6 in 2021, 2022 and 2023.
|
(3)
|
Represents unvested performance based restricted stock units granted on April 28, 2020 which are subject to vesting based on applicable performance conditions for the three-year performance period 2020-2022. The units shown indicate the number of shares that would be paid out if performance is achieved at target.
|
(4)
|
Represents stock options granted on March 6, 2019 which remain subject to vesting in two equal installments on the anniversaries of the grant date in 2021 and 2022.
|
(5)
|
Represents unvested service based restricted units granted on March 6, 2019 which remain subject to vesting in two equal installments on the anniversaries of the grant date in 2021 and 2022.
|
(6)
|
Represents unvested performance based restricted stock units granted on March 6, 2019 which are subject to vesting based on applicable performance conditions for the three-year performance period 2019-2021. The units shown indicate the number of shares that would be paid out if performance is achieved at target.
|
(7)
|
Represents unvested service based restricted units that were granted as a one-time retention award on October 16, 2019 which remain subject to vesting in two equal installments on the anniversaries of the grant date in 2021 and 2022.
|
(8)
|
Mr. Brackman’s outstanding service based unit awards vested, and his outstanding stock options vested and became exercisable, upon his departure on September 18, 2020.
|
(9)
|
Represents unvested performance based restricted stock units that were granted on March 8, 2018. These units will vest in March 2021 based on applicable performance conditions. The units shown indicate the number of shares that would be paid out if performance is achieved at target.
|
(10)
|
Represents unvested service based restricted units that were granted on October 26, 2020 as an onboarding grant upon Mr. Harmon’s re-employment. These units are subject to vesting in two equal installments on the second and third anniversaries of the grant date.
|
54 | Myers Industries, Inc.
|
|
| |
Option Awards
|
| |
Stock Awards
|
||||||
Name
|
| |
Number of shares
acquired on
exercise
(#)
|
| |
Value
realized on
exercise
($)
|
| |
Number of shares
acquired on vesting
(#)
|
| |
Value
realized on
vesting
($)
|
Michael McGaugh
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Andrean Horton
|
| |
—
|
| |
—
|
| |
3,383
|
| |
$49,324
|
Kevin Brackman
|
| |
29,175
|
| |
131,451
|
| |
31,299
|
| |
$440,041
|
Daniel Hoehn
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Thomas Harmon
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Name
|
| |
Executive
Contributions
in Last FY
($)
|
| |
Registrant
Contributions
in Last FY(1)
($)
|
| |
Aggregate
Earnings
in Last FY(2)
($)
|
| |
Aggregate
Withdrawals/
Distributions
($)
|
| |
Aggregate
Balance
at Last FYE
($)
|
Michael McGaugh
|
| |
$3,606
|
| |
$7,350
|
| |
$1,028
|
| |
—
|
| |
$4,634
|
Andrean Horton
|
| |
$24,564
|
| |
$12,753
|
| |
$10,379
|
| |
—
|
| |
$68,806
|
Kevin Brackman
|
| |
$8,168
|
| |
—
|
| |
$7,751
|
| |
—
|
| |
$56,708
|
Daniel Hoehn
|
| |
$13,889
|
| |
$566
|
| |
$1,873
|
| |
—
|
| |
$15,763
|
Thomas Harmon
|
| |
$9,481
|
| |
—
|
| |
$3,252
|
| |
—
|
| |
$12,732
|
(1)
|
Contributions by the Company with respect to fiscal year 2020 under the Nonqualified Deferred Compensation Plan.
|
(2)
|
Earnings in this column represent estimated earnings on the Nonqualified Deferred Compensation Plan, which are based upon participant-directed investment allocations. These amounts are not included in the Summary Compensation Table because they do not constitute above market interest or preferential earnings.
|
2021 Proxy Statement | 55
|
|
Event
Triggering
Payment or
Provision of
Benefits
|
| |
Benefit
|
| |
Michael McGaugh
|
| |
Andrean Horton
|
| |
Thomas Harmon
|
| |
Kevin Brackman
|
|
|
Termination without cause or for good reason
|
| |
Severance Payment
|
| |
Amount equal to 1.5 times current annual base salary (or highest base salary during prior year) paid in lump sum within 30 days
|
| |
Amount equal to 1 times current annual base salary (or highest base salary during prior year) paid in lump sum within 30 days
|
| |
Amount equal to 1 times current annual base salary (or highest base salary during prior year) paid in lump sum within 30 days
|
| |
Amount equal to 1 times the sum of (A) current annual base salary (or highest base salary during prior year) and (B) annual target bonus, paid in lump sum in 30 days
|
|
|
|
| |
LTI Awards
|
| |
Outstanding unvested restricted stock awards are forfeited and performance stock unit awards fully vest but are subject to settlement based on actual performance
|
| |
Outstanding unvested restricted stock awards are forfeited, performance stock unit awards fully vest but are subject to settlement based on actual performance, and unvested stock options are forfeited
|
| |
Outstanding unvested restricted stock awards are forfeited and performance stock unit awards fully vest but are subject to settlement based on actual performance
|
| |
Outstanding unvested restricted stock awards fully vest, performance stock units fully vest but are subject to actual performance, and unvested stock options fully vest and become exercisable
|
|
|
Certain Benefits and Perquisites
|
| |
Health coverage, long term disability protection, life insurance protection, and outplacement services for one year
|
| |
Health coverage, long term disability protection, life insurance protection, and outplacement services for one year
|
| |
Health coverage, long term disability protection, life insurance protection, and outplacement services for one year
|
| |
Health coverage, long term disability protection, life insurance protection and outplacement services for one year
|
| |||
|
Termination without cause or for good reason in connection with a change in control
|
| |
Severance Payment
|
| |
Amount equal to 2 times the sum of (A) current annual base salary (or highest base salary during prior year), and (B) target annual bonus, paid in a lump sum within 30 days
|
| |
Amount equal to 2 times the sum of (A) current annual base salary (or highest base salary during prior year), and (B) target annual bonus, paid in a lump sum within 30 days
|
| |
Amount equal to 1.5 times the sum of (A) current annual base salary (or highest base salary during prior year), and (B) target annual bonus, paid in a lump sum within 30 days
|
| |
Amount equal to 1 times the sum of (A) current annual base salary (or highest base salary during prior year) and (B) annual target bonus, paid in lump sum within 30 days
|
|
|
|
| |
Annual Bonus for Year of Termination
|
| |
Amount equal to the pro-rata portion of the current year target annual bonus paid within 30 days
|
| |
Amount equal to the pro-rata portion of the current year target annual bonus paid within 30 days
|
| |
Amount equal to the pro-rata portion of the current year target annual bonus paid within 30 days
|
| |
Amount equal to the pro-rata portion of the current year target annual bonus paid within 30 days
|
|
|
|
| |
LTI Awards
|
| |
Outstanding unvested restricted stock awards fully vest and performance stock unit awards fully vest subject to settlement based on actual performance
|
| |
Outstanding unvested restricted stock awards fully vest, performance stock unit awards fully vest subject to settlement based on actual performance, and stock options fully vest
|
| |
Outstanding unvested restricted stock awards fully vest and performance stock unit awards fully vest subject to settlement based on actual performance
|
| |
All outstanding unvested restricted stock awards, performance stock units, and stock options fully vest
|
|
|
|
| |
Certain Benefits and Perquisites
|
| |
Health coverage for 18 months; long term disability protection and life insurance protection for 2 years, and outplacement services for one year
|
| |
Health coverage for 18 months; long term disability protection and life insurance protection for 2 years, and outplacement services for one year
|
| |
Health coverage for 18 months; long term disability protection and life insurance protection for 2 years, and outplacement services for one year
|
| |
Health coverage, long term disability protection, life insurance protection and outplacement services for one year
|
|
56 | Myers Industries, Inc.
|
|
Event
Triggering
Payment or
Provision of
Benefits
|
| |
Benefit
|
| |
Michael McGaugh
|
| |
Andrean Horton
|
| |
Thomas Harmon
|
| |
Kevin Brackman
|
|
|
Termination by reason of death or disability
|
| |
Cash Payment
|
| |
Base salary and annual bonus accrued and unpaid to the date of death or disability
|
| |
Base salary and annual bonus accrued and unpaid to the date of death or disability
|
| |
Base salary and annual bonus accrued and unpaid to the date of death or disability
|
| |
Base salary and annual bonus accrued and unpaid to the date of death or disability
|
|
|
|
| |
LTI Awards
|
| |
Outstanding restricted stock awards fully vest and performance stock unit awards vest on a pro rata basis at target performance
|
| |
Outstanding restricted stock awards fully vest, and performance stock unit awards vest on a pro rata basis at target performance, and stock options fully vest
|
| |
Outstanding restricted stock awards fully vest and performance stock unit awards vest on a pro rata basis at target performance
|
| |
All outstanding restricted stock awards, performance stock units, and stock options fully vest
|
|
|
|
| |
Certain Benefits and Perquisites
|
| |
Amounts payable under any employee benefit plan of the Company in accordance with the terms of such plan
|
| |
Amounts payable under any employee benefit plan of the Company in accordance with the terms of such plan
|
| |
Amounts payable under any employee benefit plan of the Company in accordance with the terms of such plan
|
| |
Amounts payable under any employee benefit plan of the Company in accordance with the terms of such plan
|
|
|
Termination with cause or voluntary resignation
|
| |
Other Terms
|
| |
Compensation earned prior to the date of termination that has not yet been paid
|
| |
Compensation earned prior to the date of termination that has not yet been paid
|
| |
Compensation earned prior to the date of termination that has not yet been paid
|
| |
Compensation earned prior to the date of termination that has not yet been paid
|
|
2021 Proxy Statement | 57
|
Name
|
| |
Termination for
Cause or
Voluntary
Resignation
|
| |
Termination
without Cause
or for Good
Reason
|
| |
Retirement(1)
|
| |
Death
|
| |
Disability(2)
|
| |
Termination
without
Cause or
Resignation
for Good
Reason in
connection
with a
Change
of Control
|
Michael McGaugh
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Cash Severance
|
| |
—
|
| |
$937,500
|
| |
—
|
| |
$24,038
|
| |
$24,038
|
| |
$2,500,000
|
Bonus Severance
|
| |
—
|
| |
—
|
| |
—
|
| |
$625,000
|
| |
$625,000
|
| |
$625,000
|
Other Benefits
|
| |
—
|
| |
$50,625
|
| |
—
|
| |
$295,348
|
| |
$60,603
|
| |
$63,711
|
Equity Acceleration(3)
|
| |
—
|
| |
$1,408,588
|
| |
—
|
| |
$1,408,588
|
| |
$1,408,588
|
| |
$1,408,588
|
Total
|
| |
—
|
| |
$2,396,713
|
| |
—
|
| |
$2,352,975
|
| |
$2,118,230
|
| |
$4,597,299
|
Andrean Horton
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Cash Severance(4)
|
| |
—
|
| |
$440,000
|
| |
—
|
| |
$57,500
|
| |
$57,500
|
| |
$1,298,000
|
Bonus Severance
|
| |
—
|
| |
—
|
| |
—
|
| |
$234,000
|
| |
$234,000
|
| |
$234,000
|
Other Benefits
|
| |
—
|
| |
$45,541
|
| |
—
|
| |
$274,934
|
| |
$43,943
|
| |
$57,036
|
Equity Acceleration(3)
|
| |
—
|
| |
$757,647
|
| |
—
|
| |
$757,647
|
| |
$757,647
|
| |
$757,647
|
Total
|
| |
—
|
| |
$1,243,188
|
| |
—
|
| |
$1,324,081
|
| |
$1,093,090
|
| |
$2,346,683
|
Kevin Brackman(5)
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Cash Severance(3)
|
| |
—
|
| |
$467,500
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Bonus Severance
|
| |
—
|
| |
$598,673
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Other Benefits
|
| |
—
|
| |
$71,508
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Equity Acceleration
|
| |
—
|
| |
$819,367
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Total
|
| |
—
|
| |
$1,957,047
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Thomas Harmon
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Cash Severance
|
| |
—
|
| |
$340,000
|
| |
—
|
| |
$6,538
|
| |
$6,538
|
| |
$765,000
|
Bonus Severance
|
| |
—
|
| |
—
|
| |
—
|
| |
$170,000
|
| |
$170,000
|
| |
$170,000
|
Other Benefits
|
| |
—
|
| |
$43,731
|
| |
—
|
| |
$274,934
|
| |
$43,943
|
| |
$53,370
|
Equity Acceleration(3)
|
| |
—
|
| |
$145,652
|
| |
—
|
| |
$145,652
|
| |
$145,652
|
| |
$145,652
|
Total
|
| |
—
|
| |
$529,383
|
| |
—
|
| |
$597,124
|
| |
$366,133
|
| |
$1,134,022
|
Daniel Hoehn(6)
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Cash Severance
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Bonus Severance
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Other Benefits
|
| |
—
|
| |
—
|
| |
—
|
| |
$250,000
|
| |
—
|
| |
—
|
Equity Acceleration
|
| |
—
|
| |
$112,253
|
| |
—
|
| |
$114,412
|
| |
$114,412
|
| |
$114,412
|
Total
|
| |
—
|
| |
$112,253
|
| |
—
|
| |
$364,412
|
| |
$114,412
|
| |
$114,412
|
(1)
|
None of the NEOs were eligible for retirement benefits as of December 31, 2020.
|
(2)
|
Values for these amounts are based on an assumption of total disability at December 31, 2020.
|
(3)
|
Values for these amounts are based on the closing price of our common stock on December 31, 2020 of $20.78.
|
(4)
|
Values for these amounts include accelerated payments from a cash-based retention award granted on October 16, 2020.
|
(5)
|
Values for Mr. Brackman reflect amounts received upon termination of service effective September 18, 2020 and, with respect to performance-based restricted stock units that vested upon termination but which are to be settled based on actual performance during respective performance periods, the target level of performance and the closing price of our common stock on September 18, 2020.
|
(6)
|
Mr. Hoehn was not eligible to participate in the Company’s Severance Plan.
|
58 | Myers Industries, Inc.
|
2021 Proxy Statement | 59
|
•
|
Each shareholder known by us to be the beneficial owner of more than 5% of our common stock;
|
•
|
Each of the Company’s directors and director nominees;
|
•
|
Each named executive officer in our summary compensation table; and
|
•
|
All of our current directors and officers as a group
|
|
| |
Shares
Beneficially
Owned
|
| |
Percent of
Shares
Outstanding(1)
|
Greater Than 5% Owners(2)
|
| |
|
| |
|
GAMCO Investors, Inc.(3)
One Corporate Center
Rye, NY 10580-1435
|
| |
5,994,771
|
| |
16.6%
|
BlackRock, Inc.(4)
55 East 52nd Street
New York, NY 10055
|
| |
5,582,348
|
| |
15.5%
|
T. Rowe Price Associates, Inc.(5)
100 East Pratt Street
Baltimore, Maryland 21202
|
| |
2,535,107
|
| |
7.0%
|
The Vanguard Group(6)
100 Vanguard Blvd.
Malvern, PA 19355
|
| |
2,479,596
|
| |
6.9%
|
Wells Fargo & Company(7)
420 Montgomery Street
San Francisco, CA 94163
|
| |
2,202,626
|
| |
6.1%
|
Directors, Nominees, and Named Executive Officers(8,9)
|
| |
|
| |
|
Kevin Brackman
|
| |
1,597
|
| |
*
|
Thomas Harmon
|
| |
0
|
| |
*
|
Daniel Hoehn(10)
|
| |
1,012
|
| |
*
|
Andrean Horton
|
| |
7,847
|
| |
*
|
Michael McGaugh
|
| |
62,461
|
| |
*
|
Yvette Dapremont Bright
|
| |
0
|
| |
|
Sarah R. Coffin(11)
|
| |
23,529
|
| |
*
|
Ronald M. De Feo(12)
|
| |
20,000
|
| |
*
|
William A. Foley(13)
|
| |
20,520
|
| |
*
|
Jeffrey Kramer
|
| |
0
|
| |
|
F. Jack Liebau, Jr. (12)
|
| |
36,182
|
| |
*
|
Bruce Lisman(12)
|
| |
30,782
|
| |
*
|
Lori Lutey(12)
|
| |
16,267
|
| |
*
|
William Sandbrook
|
| |
0
|
| |
|
Jane Scaccetti(12)
|
| |
24,396
|
| |
*
|
Robert A. Stefanko(14)
|
| |
13,744
|
| |
*
|
All Directors, Nominees and Named Executive Officers as a group (16 persons)
|
| |
299,786
|
| |
*
|
*
|
Less than 1% ownership
|
(1)
|
The percentage of shares beneficially owned is based on 36,072,596 shares of common stock outstanding as of March 11, 2021. Beneficial ownership is determined in accordance with the rules and regulations of the SEC. Shares of common stock subject to
|
60 | Myers Industries, Inc.
|
(2)
|
According to filings made with the SEC, this party or an affiliate has dispositive and/or voting power over the shares. Number of shares of common stock beneficially owned is the amount reflected in the most recent Schedule 13D or Schedule 13G filed by such party.
|
(3)
|
According to a Schedule 13D/A filed November 13, 2020, (i) Gabelli Funds, LLC possessed sole power to vote and sole power to direct the disposition with respect to 1,759,150 of these shares, and shared power to vote and shared power to direct the disposition with respect to none of these shares, (ii) GAMCO Asset Management, Inc. possessed sole power to vote with respect to 3,058,947 of these shares, sole power to direct the disposition with respect to 3,374,051 of these shares, and shared power to vote and shared power to direct the disposition with respect to none of these shares, (iii) MJG Associates, Inc. possessed sole power to vote and sole power to direct the disposition with respect to 24,000 of these shares, and shared power to vote and shared power to direct the disposition with respect to none of these shares, (iv) Teton Advisors, Inc. possessed sole power to vote and sole power to direct the disposition with respect to 817,370 of these shares, and shared power to vote and shared power to direct the disposition with respect to none of these shares (v) Gabelli Foundation, Inc. possessed sole power to vote and sole power to direct the disposition with respect to 18,000 of these shares, and shared power to vote and shared power to direct the disposition with respect to none of these shares, (vi) GGCP, Inc. and GAMCO Investors, Inc. each possessed sole power to vote, sole power to direct the disposition, shared power to vote and shared power to direct the disposition with respect to none of these shares, (vii) Associated Capital Group, Inc. possessed sole power to vote and sole power to direct the disposition with respect to 2,200 of these shares, and shared power to vote and shared power to direct the disposition with respect to none of these shares, and (viii) Mario J. Gabelli possessed sole power to vote, sole power to direct the disposition, shared power to vote and shared power to direct the disposition, with respect to none of these shares. According to the Schedule 13D/A, Mario J. Gabelli is deemed to have beneficial ownership of the securities owned beneficially by Gabelli Funds, LLC, GAMCO Asset Management, Inc., MJG Associates, Inc., Gabelli Foundation, Inc., Associated Capital Group and Teton Advisors, Inc.
|
(4)
|
According to a Schedule 13G/A filed January 25, 2021, Blackrock, Inc. possessed sole power to vote with respect to 5,539,772 of these shares, sole power to direct the disposition with respect to 5,582,348 of these shares, and shared power to vote and shared power to direct the disposition with respect to none of these shares.
|
(5)
|
According to the Schedule 13G/A filed February 16, 2021, these securities are owned by various individual and institutional investors that T. Rowe Price Associates, Inc. (“Price Associates”) serves as investment adviser with power to direct investments and/or sole power to vote the securities (including T. Rowe Price Small-Cap Value Fund, Inc., which owns1,448,983 shares and has the sole voting power over all such shares, but the sole dispositive power over none and shared voting or shared dispositive power over none). According to the Schedule 13G/A, Price Associates possessed sole power to vote with respect to 983,410 of these shares, sole power to direct the disposition with respect to 2,535,107 of these shares, and shared power to vote and shared power to direct the disposition with respect to none of these shares. For purposes of the reporting requirements of the Securities and Exchange Act of 1934, as amended, Price Associates is deemed to be a beneficial owner of such securities.
|
(6)
|
According to a Schedule 13G/A filed February 10, 2021, The Vanguard Group possessed sole power to vote with respect to none of these shares, sole power to direct the disposition of 2,407,287 of these shares, shared power to vote with respect to 47,162 of these shares, and shared power to direct the disposition of 72,309 of these shares.
|
(7)
|
According to the Schedule 13G filed February 11, 2021, (i) Wells Fargo & Company possessed sole power to vote and sole power to direct the disposition with respect to 76,857 of these shares, shared power to vote with respect to 396,370 of these shares, and shared power to direct the disposition with respect to 2,125,769 of these shares, and (ii) Wells Capital Management Incorporated possessed sole power to vote and sole power to direct the disposition of none of these shares, possessed shared power to vote with respect to 2,025,363 of these shares and shared power to direct the disposition with respect to 2,121,830 of these shares. For purposes of the reporting requirements of the Securities and Exchange Act of 1934, as amended, Wells Fargo & Company is deemed to be a beneficial owner of such securities.
|
(8)
|
Unless otherwise noted, the beneficial owner uses the same address as the address of the principal office of the Company for its business address and c/o the Company for any business at which he or she is employed.
|
(9)
|
According to filings made with the SEC, this party or an affiliate has dispositive and/or voting power over the shares. Unless otherwise indicated, none of the persons listed beneficially owns one percent or more of the outstanding shares of common stock.
|
(10)
|
Amount includes 250 shares of common stock held in Mr. Hoehn’s account in the Company’s Employee Stock Purchase Plan.
|
(11)
|
The table does not reflect (i) 18,903 share awards that have been deferred by this director that will be converted into common stock upon the lapse of the deferral period, or (ii) 5,850 restricted stock units awarded to this director on April 29, 2020, with respect to her current service commencing on that date until the 2021 Annual Meeting of Shareholders, at which time the awards will vest.
|
(12)
|
The table does not reflect 5,850 restricted stock units awarded on April 29, 2020, with respect to the director’s current service commencing on that date until the 2021 Annual Meeting of Shareholders, at which time the awards will vest.
|
(13)
|
The table does not reflect (i) 16,912 share awards that have been deferred by this director that will be converted into common stock upon the lapse of the deferral period, or (ii) 5,850 restricted stock units awarded to this director on April 29, 2020, with respect to his current service commencing on that date until the 2021 Annual Meeting of Shareholders, at which time the awards will vest.
|
(14)
|
The table does not reflect (i) 26,788 share awards that have been deferred by this director that will be converted into common stock upon the lapse of the deferral period, or (ii) 5,850 restricted stock units awarded to this director on April 29, 2020, with respect to his current service commencing on that date until the 2021 Annual Meeting of Shareholders, at which time the awards will vest.
|
2021 Proxy Statement | 61
|
•
|
The firm’s independence and internal quality controls
|
•
|
The overall depth of talent
|
•
|
EY’s experience with the Company’s industry and companies of similar scale and size
|
62 | Myers Industries, Inc.
|
|
| |
2020
|
| |
2019
|
Audit Fees(1)
|
| |
$1,692,500
|
| |
$1,680,000
|
Audit Related Fees(2)
|
| |
$0
|
| |
$14,000
|
Tax Fees (3)
|
| |
$108,000
|
| |
$10,000
|
All Other Fees(4)
|
| |
$2,000
|
| |
$32,200
|
Total Fees
|
| |
$1,802,500
|
| |
$1,736,200
|
(1)
|
Professional fees for the audit of the annual financial statements and the review of the quarterly financial statements.
|
(2)
|
Fees for assurance and related services reasonably related to merger and acquisition activities.
|
(3)
|
Professional fees for tax compliance, tax advice, and tax planning.
|
(4)
|
Fees for all other products and services.
|
2021 Proxy Statement | 63
|
•
|
The conformity, in all material respects, of the Company’s financial statements with accounting principles generally accepted in the United States of America and
|
•
|
The effectiveness of internal control over financial reporting
|
•
|
The conformity, in all material respects, of the Company’s financial statements with accounting principles generally accepted in the United States of America
|
•
|
The effectiveness of internal control over financial reporting
|
•
|
Reviewed and discussed with management the Company’s audited financial statements as of and for the year ended December 31, 2020
|
•
|
Discussed with EY, among other matters, the fair and complete presentation of the Company’s results, the assessment of the Company’s internal control over financial reporting, significant accounting policies applied in the Company’s financial statements, as well as, when applicable, alternative accounting treatments and the matters required to be discussed by Auditing Standard No. 16 (PCAOB 2012-01) and the rules of the SEC
|
•
|
Received the written disclosures and the letter from EY required by applicable requirements of the PCAOB Rule 3526 regarding EY’s communications with the Audit Committee concerning independence, and discussed with EY its independence from the Company and its management. As part of that review, we received the written disclosures and the letter required by applicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence, and the Committee discussed the independence of the independent registered public accounting firm
|
•
|
The Audit Committee also considered whether the independent registered public accounting firm’s provision of non-audit services to the Company is compatible with the auditor’s independence
|
64 | Myers Industries, Inc.
|
•
|
The Audit Committee concluded that the independent registered public accounting firm is independent from the Company and its management
|
2021 Proxy Statement | 65
|
Meeting Time and Applicable Dates
|
| |
This Proxy Statement is furnished in connection with the solicitation by the Board of Myers Industries, Inc., an Ohio corporation, of the accompanying proxy to be voted at the Annual Meeting to be held on Thursday, April 29, 2021, at 9:00 A.M. (EDT), and at any adjournment thereof. The close of business on March 5, 2021, has been fixed as the record date for the determination of the shareholders entitled to notice of and to vote at the meeting.
|
| |||||
|
| |
|
| |
|
| ||
|
| |
|
| |
|
| ||
Attending the Meeting Online
|
| |
Myers Industries will host the 2021 Annual Meeting live via the internet and in person at 1554 South Main Street, Akron, Ohio 44301. Due to federal or state restrictions that may be imposed in connection with COVID-19 mitigation efforts, online participation is encouraged. Any shareholder can listen to and participate in the Annual Meeting live via the internet on the Investor Relations section of the Company’s website at www.myersindustries.com. The webcast will start at 9:00 A.M. (EDT) on April 29, 2021.
|
| |||||
|
|
| |||||||
|
Shareholders may vote and submit questions in accordance with the rules of conduct for the Annual Meeting while attending in person (if permitted under current federal or state restrictions) or while connected to the Annual Meeting on the internet.
|
| |||||||
|
|
| |||||||
|
You will need the information printed in the box marked by an arrow included on your proxy card (if you received a printed copy of the proxy materials) in order to be able to vote your shares or submit questions during the meeting.
|
| |||||||
|
|
| |||||||
|
Instructions on how to connect and participate via the internet, including how to demonstrate proof of stock ownership, are posted at www.virtualshareholdermeeting.com/MYE2021.
|
| |||||||
|
|
| |||||||
|
If you do not have the information provided on your notice or proxy card, you will be able to listen to the meeting only — you will not be able to vote or submit questions during the meeting.
|
| |||||||
|
| |
|
| |
|
| ||
|
| |
|
| |
|
| ||
Proxy Voting
|
| |
If your shares are registered directly in your name with our transfer agent, then you are a shareholder of record with respect to those shares and you may either vote live via webcast or in person at the Annual Meeting or by using the enclosed proxy card to vote by telephone, by internet, or by signing, dating and returning the proxy card in the envelope provided. Whether or not you plan to attend the Annual Meeting in person or via webcast, you should submit your proxy card as soon as possible. If your shares are held in “street name” through a broker, bank or other nominee, then you must instruct them to vote on your behalf, otherwise your shares cannot be voted at the Annual Meeting. You should follow the directions provided by your broker, bank or other nominee regarding how to instruct such party to vote. If you have any questions or need assistance in voting your shares, please contact our Investor Relations Department at the address and phone number below.
|
| |||||
|
|
| |||||||
|
MYERS INDUSTRIES, INC.
INVESTOR RELATIONS
1293 SOUTH MAIN STREET
AKRON, OH 44301
(330) 761-6212
|
| |||||||
|
| |
|
| |
|
| ||
|
| |
|
| |
|
| ||
Proxy Revocation and Voting in Person
|
| |
A shareholder who has given a proxy may revoke it at any time prior to its exercise by:
|
| |||||
|
|
| |
|
| ||||
|
•
|
| |
Executing and delivering to the Secretary of the Company a later dated proxy reflecting contrary instructions
|
| ||||
|
|
| |
|
| ||||
|
•
|
| |
Participating live in the Annual Meeting via webcast or in person (if permitted under current federal or state restrictions) and taking appropriate steps to vote in person, or
|
| ||||
|
|
| |
|
| ||||
|
| |
•
|
| |
Giving written notice of such revocation to the Secretary of the Company
|
|||
|
| |
|
| |
|
| ||
|
| |
|
| |
|
|
66 | Myers Industries, Inc.
|
Voting Confidentiality
|
| |
Proxies, ballots and voting tabulations are handled on a confidential basis to protect your voting privacy. This information will not be disclosed to anyone outside of the Company or its agents except as required by law.
|
|||
|
| |
|
| |
|
|
| |
|
| |
|
Participants in the Proxy Solicitation
|
| |
This Proxy Statement is furnished in connection with the solicitation of proxies by the Company, the current directors and the nominees for election as director to be used at the Annual Meeting and any adjournment thereof.
|
|||
|
| |
|
| |
|
|
| |
|
| |
|
Outstanding Shares and Quorum
|
| |
On the record date, Myers Industries had outstanding 36,008,505 shares of common stock, without par value. Each share of common stock is entitled to one vote. For information concerning our “Principal Shareholders” see the section titled “Security Ownership of Certain Beneficial Owners and Management” above. In accordance with the Company’s Amended and Restated Code of Regulations, the holders of shares of common stock entitling them to exercise a majority of the voting power of the Company, present in person or by proxy, shall constitute a quorum for the Annual Meeting. Shares of common stock represented by signed proxies will be counted toward the establishment of a quorum on all matters even if they represent broker non-votes or they are signed but otherwise unmarked, or marked “Abstain,” “Against” or “Withhold Authority.”
|
|||
|
| |
|
| |
|
|
| |
|
| |
|
Proxy Instructions
|
| |
All shares of common stock represented by properly executed proxies who are returned and not revoked will be voted in accordance with the instructions, if any, given therein. If no instructions are provided in a proxy, the shares of common stock represented by such proxy will be voted “For” the Board’s nominees for director, “For” the approval of the Company’s executive compensation, “For” the ratification of the appointment of EY, and in accordance with the proxy-holder’s best judgment as to other matters, if any, which may be properly raised at the Annual Meeting.
|
|||
|
| |
|
| |
|
|
| |
|
| |
|
Inspector of Election
|
| |
The inspector of election for the Annual Meeting shall determine the number of votes cast by holders of common stock for all matters. The Board has appointed Broadridge Financial Solutions, Inc. as the inspector of election to serve at the Annual Meeting. Preliminary voting results will be announced at the Annual Meeting, if practicable. Final voting results will be filed on a Current Report on Form 8-K, which will be filed with the SEC.
|
|||
|
| |
|
| |
|
|
| |
|
| |
|
Address of Company
|
| |
The mailing address of the principal executive offices of the Company is:
|
|||
|
| |
1293 South Main Street, Akron, Ohio 44301
|
|||
|
| |
|
| |
|
|
| |
|
| |
|
Mailing Date
|
| |
This Proxy Statement, together with the related proxy card and our 2020 Annual Report to Shareholders, is being mailed to our shareholders on or about March 26, 2021.
|
|||
|
| |
|
| |
|
|
| |
|
| |
|
Availability on the Internet
|
| |
This Proxy Statement and the Company’s 2020 Annual Report to Shareholders are available on Myers Industries’ website at http://investor.myersindustries.com/investor-relations/financial-
information/default.aspx.
|
|||
|
| |
|
| |
|
|
|
2021 Proxy Statement | 67
|
•
|
Not later than November 22, 2021, if the proposal is submitted for inclusion in the Company’s proxy materials for the Annual Meeting pursuant to Rule 14a-8 under the Exchange Act, or
|
•
|
Not earlier than December 30, 2021, and not later than January 29, 2022 (subject to announcement of the Annual Meeting date, as described below), if the proposal is submitted pursuant to the Company’s Amended and Restated Code of Regulations
|
68 | Myers Industries, Inc.
|
2021 Proxy Statement | 69
|
2021 Proxy Statement | A-1
|
A-2 | Myers Industries, Inc.
|
2021 Proxy Statement | A-3
|
A-4 | Myers Industries, Inc.
|
2021 Proxy Statement | A-5
|
A-6 | Myers Industries, Inc.
|
2021 Proxy Statement | A-7
|
A-8 | Myers Industries, Inc.
|
2021 Proxy Statement | A-9
|
A-10 | Myers Industries, Inc.
|
2021 Proxy Statement | A-11
|
A-12 | Myers Industries, Inc.
|
2021 Proxy Statement | A-13
|
A-14 | Myers Industries, Inc.
|
2021 Proxy Statement | A-15
|
|
| |
(Dollars in thousands)
|
| ||||||||||||
|
| |
Year Ended December 31, 2020
|
| ||||||||||||
|
| |
Material
Handling
|
| |
Distribution
|
| |
Segment
Total
|
| |
Corporate
& Other
|
| |
Total
|
|
GAAP Net sales
|
| |
$343,884
|
| |
$166,544
|
| |
$510,428
|
| |
$(59)
|
| |
$510,369
|
|
GAAP Gross profit
|
| |
|
| |
|
| |
171,960
|
| |
—
|
| |
171,960
|
|
Add: Elkhart acquisition and integration costs
|
| |
|
| |
|
| |
552
|
| |
—
|
| |
552
|
|
Gross profit as adjusted
|
| |
|
| |
|
| |
172,512
|
| |
—
|
| |
172,512
|
|
Gross profit margin as adjusted
|
| |
|
| |
|
| |
33.8%
|
| |
n/a
|
| |
33.8%
|
|
GAAP Operating income (loss)
|
| |
55,072
|
| |
12,157
|
| |
67,229
|
| |
(13,679)
|
| |
53,550
|
|
Add: Severance costs
|
| |
905
|
| |
—
|
| |
905
|
| |
1,512
|
| |
2,417
|
|
Add: Restructuring expenses and other adjustments
|
| |
—
|
| |
—
|
| |
—
|
| |
249
|
| |
249
|
|
Add: Tuffy acquisition costs
|
| |
—
|
| |
17
|
| |
17
|
| |
35
|
| |
52
|
|
Add: Elkhart acquisition and integration costs(1)
|
| |
556
|
| |
—
|
| |
556
|
| |
500
|
| |
1,056
|
|
Add: Environmental charges
|
| |
—
|
| |
—
|
| |
—
|
| |
500
|
| |
500
|
|
Less: Lawn and Garden sale of note/release of lease guarantee liability
|
| |
—
|
| |
—
|
| |
—
|
| |
(11,924)
|
| |
(11,924)
|
|
Operating income (loss) as adjusted
|
| |
56,533
|
| |
12,174
|
| |
68,707
|
| |
(22,807)
|
| |
45,900
|
|
Operating income margin as adjusted
|
| |
16.4%
|
| |
7.3%
|
| |
13.5%
|
| |
n/a
|
| |
9.0%
|
|
Add: Depreciation and amortization
|
| |
17,834
|
| |
2,300
|
| |
20,134
|
| |
396
|
| |
20,530
|
|
EBITDA as adjusted
|
| |
$74,367
|
| |
$14,474
|
| |
$88,841
|
| |
$(22,411)
|
| |
$66,430
|
|
EBITDA margin as adjusted
|
| |
21.6%
|
| |
8.7%
|
| |
17.4%
|
| |
n/a
|
| |
13.0%
|
|
(1)
|
Includes gross profit adjustments of $552 and SG&A adjustments of $504
|
|
| |
Year Ended December 31, 2019
|
| ||||||||||||
|
| |
Material
Handling
|
| |
Distribution
|
| |
Segment
Total
|
| |
Corporate
& Other
|
| |
Total
|
|
GAAP Net sales
|
| |
$356,407
|
| |
$159,349
|
| |
$515,756
|
| |
$(58)
|
| |
$515,698
|
|
GAAP Gross profit
|
| |
|
| |
|
| |
171,312
|
| |
—
|
| |
171,312
|
|
Add: Restructuring expenses and other adjustments
|
| |
|
| |
|
| |
172
|
| |
—
|
| |
172
|
|
Gross profit as adjusted
|
| |
|
| |
|
| |
171,484
|
| |
—
|
| |
171,484
|
|
Gross profit margin as adjusted
|
| |
|
| |
|
| |
33.2%
|
| |
n/a
|
| |
33.3%
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
GAAP Operating income (loss)
|
| |
53,144
|
| |
10,076
|
| |
63,220
|
| |
(25,954)
|
| |
37,266
|
|
Add: Restructuring expenses and other adjustments(1)
|
| |
172
|
| |
865
|
| |
1,037
|
| |
265
|
| |
1,302
|
|
Add: Tuffy acquisition costs
|
| |
—
|
| |
274
|
| |
274
|
| |
316
|
| |
590
|
|
Add: Asset impairment
|
| |
916
|
| |
—
|
| |
916
|
| |
—
|
| |
916
|
|
Add: Environmental charges
|
| |
—
|
| |
—
|
| |
—
|
| |
4,000
|
| |
4,000
|
|
Less: CEO stock award reversal
|
| |
—
|
| |
—
|
| |
—
|
| |
(2,031)
|
| |
(2,031)
|
|
Operating income (loss) as adjusted
|
| |
54,232
|
| |
11,215
|
| |
65,447
|
| |
(23,404)
|
| |
42,043
|
|
Operating income margin as adjusted
|
| |
15.2%
|
| |
7.0%
|
| |
12.7%
|
| |
n/a
|
| |
8.2%
|
|
Add: Depreciation and amortization
|
| |
21,282
|
| |
1,501
|
| |
22,783
|
| |
413
|
| |
23,196
|
|
Less: Depreciation adjustments
|
| |
(44)
|
| |
—
|
| |
(44)
|
| |
—
|
| |
(44)
|
|
EBITDA as adjusted
|
| |
$75,470
|
| |
$12,716
|
| |
$88,186
|
| |
$(22,991)
|
| |
$65,195
|
|
EBITDA margin as adjusted
|
| |
21.2%
|
| |
8.0%
|
| |
17.1%
|
| |
n/a
|
| |
12.6%
|
|
(1)
|
Includes gross profit adjustments of $172 and SG&A adjustments of $1,130
|
2021 Proxy Statement | B-1
|
1 Year Myers Industries Chart |
1 Month Myers Industries Chart |
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