On April 4, 2017, A. Schulman, Inc. (the Company) announced
earnings for the quarter ended February 28, 2017. A copy of the
press release announcing these results is attached as Exhibit
99.1 hereto and incorporated by reference herein.

to General Instruction B.2 of Current Report on Form 8-K, the
information in this Item 2.02 is being furnished and shall not be
deemed to be filed for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the
liability of that section. Furthermore, the information in this
Item 2.02 shall not be deemed to be incorporated by reference
into the filings of the Company under the Securities Act of 1933,
as amended.

ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS;
CHANGES IN FISCAL YEAR.>

On March 30, 2017, the Board of Directors (Board) of A. Schulman,
Inc. (the Company) approved amendments (the Amendments) to the
Companys Amended and Restated By-Laws (the By-Laws) to implement
proxy access for eligible stockholders of the Company, and to add
certain disclosures related to advance notices by stockholders
with respect to of business to be brought before annual meetings
of the Companys stockholders or with respect to nominees for
election as directors.

Article III, Section 4(c), was added to the By-Laws to generally
permit an eligible stockholder or group of not more than 25
eligible stockholders, owning at least 3% of the shares of the
Companys outstanding common stock continuously for at least three
years, to nominate and include in the Companys proxy materials a
number of director nominees not exceeding 25% of the Companys
then serving directors, provided that the stockholder(s) and the
nominee(s) satisfy requirements set forth in the By-Laws.

Article II, Section 2, and Article III, Section 3, of the By-Laws
were revised to require additional information in stockholder
notices relating to business to be brought before annual
stockholder meetings, and in stockholder notices relating to
nominees for election as directors at annual meetings or special
meetings called for the election of directors, respectively.
Required information relating to stockholder notices includes but
is not limited to certain additional information about the
stockholder and beneficial owner, a description of derivative
positions owned or hedging transactions made or entered into, a
description of all agreements or arrangements relating to the
business or the nominee, a description of all proxy or other
voting arrangements, a requirement that the stockholder own the
disclosed shares of stock of the Company through the applicable
meeting date, a requirement that the stockholder appear in person
or by proxy to bring such business or nomination, and in the case
of director nominations a questionnaire completed by each nominee
and a consent to serve if elected. Article II, Section 2 was also
amended to acknowledge that such the provisions contained therein
do not affect rights of shareholders to request inclusion of
proposals in the Companys proxy statement to Rule 14a-8 of the
Securities Exchange Act of 1934.

The preceding descriptions are qualified in their entirety by
reference to, and should be read in conjunction with, the
complete text of the Amended and Restated By-Laws as adopted to
incorporate all of the Amendments, a copy of which is attached
hereto as Exhibit 3.1 and is incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.