PolyOne Corporation (NYSE:POL) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Agreements of Certain Officers. |
On May11, 2017, the shareholders of PolyOne Corporation (the
Company), upon recommendation of the Companys Board of Directors
(the Board), approved the PolyOne Corporation 2017 Equity and
Incentive Compensation Plan (the Plan). The Board adopted the
Plan on March10, 2017, subject to shareholder approval.
The Plan authorizes the Compensation Committee of the Board (the
Committee) to provide equity-based or cash-based compensation in
the form of stock options, stock appreciation rights, restricted
stock, restricted stock units, performance shares, performance
units, cash incentive awards, dividend equivalents, and certain
other awards for the purpose of attracting and retaining
non-employee directors, officers and other employees of the
Company and its subsidiaries and providing such persons
incentives and rewards for service or performance. Subject to
adjustment as described in the Plan and subject to the Plans
share counting rules, as well as the reduction to take into
account shares granted under our prior equity plan, a total of
2,500,000 shares of common stock are available for awards granted
under the Plan.
Under the Plan, the management objectives applicable to awards of
performance shares, performance units, restricted stock,
restricted stock units, or certain other awards contemplated
under the Plan (or portions of such awards) intended to qualify
as qualified performance-based compensation must be based on one
or more, or a combination, of the following criteria:
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Profits (e.g., operating income, EBIT, EBT, net income, earnings per share, residual or economic earnings, economic profit these profitability metrics could be measured before certain specified special items and/or subject to GAAP definition); |
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Cash Flow (e.g., EBITDA, free cash flow, free cash flow with or without specific capital expenditure target or range, including or excluding divestments and/or acquisitions, total cash flow, cash flow in excess of cost of capital or residual cash flow or cash flow return on investment); |
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Returns (e.g., Profits or Cash Flow returns on: assets, invested capital, net capital employed, sales, and equity); |
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Working Capital (e.g., working capital divided by sales, days sales outstanding, days sales inventory, and days sales in payables); |
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Profit Margins (e.g., Profits divided by revenues, gross margins and material margins divided by revenues, and material margin divided by sales pounds); |
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Liquidity Measures (e.g., debt-to-capital, debt-to-EBITDA, total debt ratio); |
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Sales Growth, Gross Margin Growth, Cost Initiative and Stock Price Metrics (e.g., revenues, revenue growth, revenue growth by targeted country, region or end market, gross margin and gross margin growth, material margin and material margin growth, stock price appreciation, total return to shareholders, sales and administrative costs divided by sales, and sales and administrative costs divided by profits); and |
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Strategic Initiative Key Deliverable Metrics consisting of one or more of the following: product development, strategic partnering, research and development, vitality index, market penetration, geographic business expansion goals, cost targets, customer satisfaction, employee satisfaction, management of employment practices (including succession planning and talent development) and employee benefits, supervision of litigation and information technology, and goals or synergies relating to acquisitions or divestitures of subsidiaries, affiliates and joint ventures. |
The Board generally will be able to amend the Plan, subject to
shareholder approval in certain circumstances as described in the
Plan.
The description of the Plan is qualified in its entirety by
reference to the full text of the Plan, which is incorporated by
reference into Exhibit 10.1 of this Current Report on Form 8-K.
| Item5.07. |
Submission of Matters to a Vote of Security Holders. |
The Company held its Annual Meeting of Shareholders on May11,
2017 (the Annual Meeting). The final results for the proposals
submitted for a vote of shareholders at the Annual Meeting are
set forth below. The proposals below are described in more detail
in the Companys definitive proxy statement for the Annual
Meeting, filed on March31, 2017.
| a) |
The following individuals were nominated in 2017 to serve as directors until the 2018 Annual Meeting of Shareholders. All nominees were elected. The voting results were as follows: |
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DirectorNominee |
For | Withheld | BrokerNon- Votes | |||||||||
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Richard H. Fearon |
72,034,144 | 1,410,969 | 3,167,836 | |||||||||
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Gregory J. Goff |
68,720,848 | 4,724,265 | 3,167,836 | |||||||||
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William R. Jellison |
72,500,223 | 944,890 | 3,167,836 | |||||||||
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Sandra Beach Lin |
72,484,324 | 960,789 | 3,167,836 | |||||||||
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RichardA.Lorraine |
71,947,175 | 1,497,938 | 3,167,836 | |||||||||
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Kim Ann Mink |
73,220,478 | 224,635 | 3,167,836 | |||||||||
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Robert M. Patterson |
71,828,139 | 1,616,974 | 3,167,836 | |||||||||
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William H. Powell |
73,220,737 | 224,376 | 3,167,836 | |||||||||
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Kerry J. Preete |
73,228,526 | 216,587 | 3,167,836 | |||||||||
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WilliamA.Wulfsohn |
67,303,237 | 6,141,876 | 3,167,836 |
| b) |
The shareholders approved, on an advisory basis, our named executive officer compensation. The voting results were as follows: |
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For |
Against | Abstentions | BrokerNon- Votes | |||||||||
| 71,033,647 | 2,142,534 | 268,932 | 3,167,836 |
| c) |
Shareholders recommended, on an advisory basis, that the shareholder vote on the compensation of the Companys named executive officers should occur every year, as set forth below. |
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1 Year |
2 Years | 3 Years | Abstentions | BrokerNon- Votes | ||||||||||||
| 61,747,176 | 103,153 | 11,342,773 | 252,011 | 3,167,836 |
The Company has determined that the advisory vote on the
compensation of the Companys named executive officers will be
held every year until the next vote on the frequency of such
advisory votes.
| d) |
The shareholders approved the PolyOne Corporation 2017 Equity and Incentive Compensation Plan. The voting results were as follows: |
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For |
Against | Abstentions | BrokerNon- Votes | |||||||||
| 69,322,760 | 3,858,467 | 263,886 | 3,167,836 |
| e) |
The shareholders approved the ratification of Ernst Young LLP as the Companys independent registered public accounting firm for the fiscal year ending December31, 2017. The voting results were as follows: |
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For |
Against | Abstentions | ||||||
| 73,862,291 | 2,609,257 | 141,401 |
| Item9.01. | Financial Statements and Exhibits. |
| d) | Exhibits. |
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Exhibit Number |
Description |
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| 10.1 |
PolyOne Corporation 2017 Equity and Incentive Compensation Plan (incorporated by reference to Appendix B to the Companys definitive proxy statement on Schedule 14A filed on March31, 2017, Commission File No. 001-16091) |
About PolyOne Corporation (NYSE:POL)
PolyOne Corporation is a provider of polymer materials, services and solutions. The Company offers specialty polymer formulations, color and additive systems, plastic sheet and packaging solutions, and polymer distribution. It operates in five segments: Color, Additives and Inks, which provide color and additive concentrates in solid and liquid form for thermoplastics, dispersions for thermosets; Specialty Engineered Materials, which provide specialty polymer formulations, services and solutions for designers, assemblers and processors of thermoplastic materials across a range of markets and end use applications; Designed Structures and Solutions, which provide solutions for engineered polymer structures, rigid barrier packaging and specialty cast acrylics; Performance Products and Solutions, which consist of the Geon Performance Materials and Producer Services business units, and PolyOne Distribution, which distributes over 3,500 grades of engineering and commodity grade resins. PolyOne Corporation (NYSE:POL) Recent Trading Information
PolyOne Corporation (NYSE:POL) closed its last trading session down -0.52 at 38.41 with 394,766 shares trading hands.
