MYERS INDUSTRIES, INC. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
(a) a single lump sum payment in an amount equal to any accrued obligations, plus
(1)
for the President/Chief Executive Officer, one and one-half (1.5) times his or her Base Salary in effect on the Termination Date (or, if such Base Salary has decreased during the one (1) year period ending on the Termination Date, at the highest rate in effect during such period); or
(2)
for a Covered Officer other than the President/Chief Executive Officer, one (1) times his or her Base Salary in effect on the Termination Date (or if such Base Salary has decreased during the one (1) year period ending on the Termination Date, at the highest rate in effect during such period);
(b) health care coverage, disability coverage, life insurance coverage, and outplacement services for one year,
(c) any other amounts or benefits provided under any Company benefit plan, policy, practice, program, contract or arrangement; and
(d) outstanding stock options, restricted stock, restricted stock units, or similar awards granted to the Covered Officer under the Company's long-term incentive plan or any successor or replacement equity-based incentive plan will be subject to the terms and conditions of the respective award or option agreement.
If, within 90 days prior to a Change in Control or 18 months following a Change in Control, a Covered Officer's employment is terminated by the Company without Cause or by the Covered Officer for Good Reason, and provided that the Covered Officer delivers an effective release of claims as required, the Covered Officer will be entitled to the following payments and benefits (the "Change in Control Benefits"), in lieu of the Severance Benefits summarized above:
(a) a single lump sum payment in an amount equal to any accrued obligations plus the pro rata portion of the Covered Officer's target annual bonus for the period commencing on the first day of the fiscal year in which the employment of the Covered Officer is terminated and ending on the termination date, plus
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(1)
for the President/Chief Executive Officer, two and one-half (2.5) times (A) his or her Base Salary in effect on the Termination Date (or, if such Base Salary has decreased during the one (1) year period ending on the Termination Date, at the highest rate in effect during such period), plus (B) his or her Target Bonus;
(2)
for a Covered Officer other than the President/Chief Executive Officer, one and one-half (1.5) times (A) his or her Base Salary in effect on the Termination Date (or if such Base Salary has decreased during the one (1) year period ending on the Termination Date, at the highest rate in effect during such period), plus (B) his or her Target Bonus;
(b) health care coverage, disability and life insurance coverage for for up to 18 months and outplacement services for one year
(c) any other amounts or benefits provided under any Company benefit plan, policy, practice, program, contract or arrangement; and
(d) outstanding stock options, restricted stock, restricted stock units, or similar awards granted to the Covered Officer under the Company's long-term incentive plan or any successor or replacement equity-based incentive plan will be subject to the terms and conditions of the respective award or option agreement.
Payment of any Severance Benefits or Change in Control Benefits under the Severance Plan is contingent upon a Covered Officer's compliance with the non-compete, non-solicitation, and all other provisions of the Non-Competition and Non-Disclosure Agreement between the Company and the Covered Officer, the continued effectiveness of which is a condition to participation in the Severance Plan. Each Covered Officer also acknowledges and reaffirms that during the term of the Severance Plan and for the period set forth in the Non-Competition and Non-Disclosure Agreement, the Covered Officer will comply with the terms and conditions set forth in the Non-Competition and Non-Disclosure Agreement.
If the amounts payable to a Covered Officer, either alone or together with other payments and benefits that the Covered Officer has the right to receive from the Company or any of its Affiliates, would constitute a "parachute payment" under Section 280G of the Code, such payments and benefits shall be reduced by the amount, if any, that is the minimum necessary to result in no portion of the payments or benefits constituting a parachute payment under Section 280G of the Code if the Company's then current independent registered public accounting firm (the "Accounting Firm") determines that such reduction would result in the Covered Officer retaining, on an after-tax basis (taking into account federal, state and local income taxes, employment, social security and Medicare taxes, the imposition of the excise tax imposed by Section 4999 of Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest or penalties, are collectively referred to as the "Excise Tax"), and all other taxes, determined by applying the highest marginal rate under Section 1 of the Code and under state and local laws which applied (or is likely to apply) to the Covered Officer's taxable income for the tax year in which the transaction which causes the application of Section 280G of the Code occurs, or such other rate(s) as the Accounting Firm determines to be likely to apply to the Covered Officer in the relevant tax year(s) in which any of the payments and benefits is expected to be made taxable) a larger amount as a result of such reduction than the Covered Officer would receive, on a similar after tax basis, if the Covered Officer received all of such payments and benefits.
The foregoing summary of material changes to the Severance Plan is not complete and is qualified in its entirety by reference to the full and complete terms of the Severance Plan, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On
Proposal No. 1. Election of Directors.
The Company's shareholders elected, with the respective votes set forth opposite their names, the following persons to the Company's Board of Directors to hold office until the 2024 annual meeting of shareholders or until their successors are duly elected and qualified:
Broker
Name For Against Abstain Non-Vote
Yvette Dapremont Bright 32,478,255 404,247 6,867 1,383,684
Ronald M. De Feo 32,618,186 234,857 36,326 1,383,684
William A. Foley 32,153,667 699,272 36,430 1,383,684
Jeffrey Kramer 31,299,967 1,552,746 36,656 1,383,684
F. Jack Liebau, Jr. 32,320,781 531,960 36,628 1,383,684
Bruce M. Lisman 32,452,972 399,970 36,427 1,383,684
Lori Lutey 32,727,141 125,896 36,332 1,383,684
Michael McGaugh 32,694,904 185,999 8,466 1,383,684
Proposal No. 2. Advisory Vote on Frequency of Advisory Vote on Executive Compensation.
The Company's shareholders recommended, on an advisory basis, a frequency of "one year" for holding future advisory votes on executive compensation:
One Year 30,387,235 Two Years 19,224 Three Years 1,540,276 Abstain 942,634 Broker Non-Vote 1,383,684
After taking into consideration the shareholder vote cast on the Frequency Proposal and other factors, the Company's Board of Directors determined that the Company will conduct advisory votes to approve the compensation of the Company's executive officers on an annual basis. Accordingly, the Company will include an advisory vote on executive compensation in its proxy materials every year until the next shareholder vote on the frequency of such votes is held which will be no later than the Company's 2029 Annual Meeting of the Shareholders.
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Proposal No. 3. Advisory Vote to Approve Executive Compensation.
The Company's shareholders, by adopting a non-binding advisory resolution, approved the 2022 compensation of the Company's named executive officers, with over 99% of the total shares voted being cast "for" the proposal. Voting results on this proposal were as follows:
For 31,530,445 Against 286,307 Abstain 1,072,617 Broker Non-Vote 1,383,684
Proposal No. 4. Ratification of Appointment of Independent Registered Public Accounting Firm.
The Company's shareholders ratified the appointment of
For 33,672,692 Against 354,932 Abstain 245,429 Broker Non-Vote -
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description
10.1 Senior Officer Severance Plan
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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