MYERS INDUSTRIES, INC. (NYSE:MYE) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02.
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
The Board of Directors (the Board) of Myers Industries, Inc. (the
Company) previously adopted, subject to shareholder approval, the
2017 Incentive Stock Plan of Myers Industries, Inc. as Amended
and Restated (the Amended and Restated Plan). The Companys
shareholders approved the Amended and Restated Plan at the Annual
Meeting of Shareholders held on April26, 2017 (the Annual
Meeting).
The material features of the Amended and Restated Plan are
described in the Companys Definitive Proxy Statement on
Schedule14A, dated March21, 2017, and filed with the Securities
and Exchange Commission (the Proxy Statement) in the section
entitled Proposal No.4 Approval of Adoption of Amended and
Restated 2017 Incentive Stock Plan. Key changes to and new
features of the Amended and Restated Plan include:
|
An increase in the number of shares of common stock available for grant under the plan by 1,126,950; |
|
Provides an absolute limit on the value of awards to non-employee directors; |
| Allows for liberal share counting; and |
|
Prohibits payments of dividends and dividend equivalents on unvested awards. |
The above descriptions of the Amended and Restated Plan are
qualified in their entirety by reference to the Amended and
Restated Plan listed as Exhibit 10.1 and filed with the
Securities and Exchange Commission on Annex A to the Definitive
Proxy Statement and incorporated herein by reference.
| Item5.07. |
Submission of Matters to a Vote of Security Holders |
The following matters set forth in the Proxy Statement of the
Company were voted on at the Annual Meeting.
| 1. |
The nine nominees listed below were elected as directors of the Company with the respective votes set forth opposite their names: |
|
Name of Directors Elected |
FOR | WITHHELD | BROKERNON-VOTE | ||||||||||||
|
R. David Banyard |
26,320,341 | 147,221 | 2,026,625 | ||||||||||||
|
Sarah R. Coffin |
26,316,607 | 150,955 | 2,026,625 | ||||||||||||
|
John B. Crowe |
26,299,868 | 167,694 | 2,026,625 | ||||||||||||
|
William A. Foley |
26,311,498 | 156,064 | 2,026,625 | ||||||||||||
|
Daniel R. Lee |
25,261,076 | 1,206,486 | 2,026,625 | ||||||||||||
|
F. Jack Liebau, Jr. |
26,250,752 | 216,810 | 2,026,625 | ||||||||||||
|
Bruce M. Lisman |
26,278,461 | 189,101 | 2,026,625 | ||||||||||||
|
Jane Scaccetti |
26,288,922 | 178,640 | 2,026,625 | ||||||||||||
|
Robert A. Stefanko |
26,314,773 | 152,789 | 2,026,625 |
| 2. |
The non-binding advisory vote on executive compensation was approved. Voting results on this proposal were as follows: |
|
For |
25,094,505 | |||
|
Against |
217,683 | |||
|
Abstain |
1,155,374 | |||
|
Broker Non-Vote |
2,026,625 |
| 3. |
An advisory vote for a one year frequency for holding future advisory votes on the Companys executive compensation was recommended. Voting results on this proposal were as follows: |
|
1 YEAR |
21,696,810 | |||
|
2 YEARS |
81,406 | |||
|
3 YEARS |
4,625,824 | |||
|
Abstain |
63,522 | |||
|
Broker Non-Vote |
2,026,625 |
| 4. |
The vote to approve the adoption of the 2017 Incentive Stock Plan of Myers Industries, Inc. as Amended and Restated was approved. Voting results on this proposal were as follows: |
|
For |
24,712,038 | |||
|
Against |
1,709,793 | |||
|
Abstain |
45,731 | |||
|
Broker Non-Vote |
2,026,625 |
| 5. |
The appointment of Ernst Young LLP as the Companys independent registered public accounting firm for 2017 was ratified. Voting results on this proposal were as follows: |
|
For |
28,379,508 | |||
|
Against |
63,764 | |||
|
Abstain |
50,915 |
| Item9.01. | Financial Statements and Exhibits |
| 10.1 |
Amended and Restated 2017 Incentive Stock Plan of Myers Industries, Inc., effective as of March2, 2017, incorporated by reference to Annex A of the Companys Definitive Proxy Statement, dated March21, 2017. |
About MYERS INDUSTRIES, INC. (NYSE:MYE)
Myers Industries, Inc. is an international manufacturing and distribution company. The Company operates through two segments: Material Handling, which designs, manufactures and markets a range of plastic and metal products, and Distribution, which is engaged in the distribution of equipment, tools and supplies used for tire servicing and automotive undervehicle repair and the manufacture of tire repair and retreading products. The Material Handling segment offers products under the brands, including Buckhorn, Novel, Jamco Products and Akro-Mils. The Distribution segment offers products under the brands, including the Myers Tire Supply, Myers Tire Supply International and Patch Rubber Company brands. It operates approximately 20 manufacturing facilities, 20 sales offices, four distribution centers and over three distribution branches located across North, Central and South America. It offers approximately 15,500 manufactured products and 12,500 distributed products. MYERS INDUSTRIES, INC. (NYSE:MYE) Recent Trading Information
MYERS INDUSTRIES, INC. (NYSE:MYE) closed its last trading session down -0.35 at 16.30 with 55,280 shares trading hands.
