OMNOVA SOLUTIONS INC. (NYSE:OMN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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OMNOVA SOLUTIONS INC. (NYSE:OMN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On March 22, 2018, the Compensation & Organization Committee (the "Committee") of the Board of Directors of OMNOVA Solutions Inc. (the “Company”) approved the OMNOVA Solutions Inc. Amended and Restated Corporate Officers' Severance Plan (the "Amended Plan"), which will become effective on April 1, 2018. The purpose of Amended Plan is to provide participants with the opportunity to receive severance benefits, consistent with current market practices, in the event of certain terminations of employment. The Amended Plan provides that:

in the event of his or her involuntary, not for cause, termination, a participant will receive a lump sum cash severance payment equal to one times the participant's salary and target annual incentive for the year of termination; continued health and welfare benefits for one year from the date of termination; and reimbursement for reasonable executive-level outplacement services; or

in the event of his or her involuntary, not for cause, termination within 24 months following a change in control of the Company, a participant will receive a lump sum cash severance payment equal to two times the participant's salary and target annual incentive for the year of termination; continued health and welfare benefits for two years from the date of termination; and reimbursement for reasonable executive-level outplacement services.

Payment of the foregoing severance benefits is conditioned upon the participant's execution of a severance agreement, which will include a release of claims in favor of the Company and customary non-solicitation, non-disparagement, confidentiality and cooperation provisions. Consistent with the Committee's stated policy, the Plan does not provide for the payment of a tax gross up to any participant.

Currently, Messrs. DeSantis, Moore, and Quinn, named executive officers of the Company, participate in the Plan. Mr. LeMay, also a named executive officer of the Company, is party to a severance agreement with the Company that specifies his benefits in the event of his involuntary, not for cause, termination within 24 months following change in control of the Company. However, Mr. LeMay is a participant in the Plan for all other purposes. Ms. Noonan, the Company's President and Chief Executive Officer, does not participate in the Plan, as such benefits are provided for her under her employment agreement with the Company.

Item 5.07

Submission of Matters to a Vote of Security Holders

On March 23, 2018, OMNOVA Solutions Inc. (the “Company”) held its 2018 Annual Meeting of Shareholders (the "Annual Meeting").

At the Annual Meeting, the Company's shareholders elected all three of the Company's nominees for terms to expire at the Company's 2021 annual meeting of shareholders, ratified the appointment of Ernst & Young LLP as the Company’s independent auditor for fiscal year 2018, and approved on an advisory basis the Company’s compensation program for its named executive officers.

The final voting results from the Annual Meeting are as follows:

Proposal 1—Election of directors

Nominee

For

Against

Abstain

Broker Non-Votes

Janet Plaut Giesselman

35,951,262

687,926

387,630

3,538,332

Anne P. Noonan

36,007,728

998,934

20,156

3,538,332

Larry B. Porcellato

35,810,613

1,183,534

32,671

3,538,332

Proposal 2 —Ratification of the appointment of Ernst & Young as the Company’s independent auditors for fiscal year 2018

For

Against

Abstain

Broker Non-Votes

39,479,447

1,042,057

43,646

Proposal 3—Advisory approval of the compensation program for the Company’s named executive officers

For

Against

Abstain

Broker Non-Votes

34,754,354

2,144,244

128,220

3,538,332


About OMNOVA SOLUTIONS INC. (NYSE:OMN)

OMNOVA Solutions Inc. (OMNOVA) is a provider of emulsion polymers, specialty chemicals and engineered surfaces for commercial, industrial and residential end uses. The Company operates in two segments: Performance Chemicals and Engineered Surfaces. OMNOVA Performance Chemicals segment produces a range of emulsion polymers and specialty chemicals based primarily on styrene butadiene (SB), styrene butadiene acrylonitrile (SBA), styrene butadiene vinyl pyridine, nitrile butadiene (NBR), polyvinyl acetate, acrylic, styrene acrylic, vinyl acrylic, glyoxal, fluorochemical and bio-based chemistries. The Company’s Engineered Surfaces segment develops, designs, produces and markets a line of functional and decorative surfacing products, including coated fabrics, vinyl, paper and specialty laminates, and performance films. It operates production facilities in the United States, Europe, China and India.