UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
2024 Employee Stock Purchase Plan
On April 25, 2024, Myers Industries, Inc. (the “Company”) held its 2024 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the shareholders of the Company approved the 2024 Myers Industries, Inc. Employee Stock Purchase Plan (the “2024 ESPP”). Under the 2024 ESPP, eligible employees may purchase common stock in the Company. A total of 500,000 shares of the Company’s common stock may be purchased under the 2024 ESPP. The 2024 ESPP will be effective October 1, 2024, and will be administered by the Compensation and Management Development Committee of the Board of Directors, and will expire on September 30, 2034.
The foregoing summary of the 2024 ESPP is qualified in its entirety by reference to the detailed summary of the 2024 ESPP set forth in the section “Proposal No. 2 – Approval of the 2024 Myers Industries, Inc. Employee Stock Purchase Plan” in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 18, 2024 (the “Proxy Statement”) and to the full text of the 2024 ESPP, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
2024 Long-Term Incentive Plan
At the Annual Meeting, the shareholders of the Company also approved the Company’s 2024 Long-Term Incentive Plan (the “2024 LTIP”). Under the 2024 LTIP, the Company may grant equity-based incentive awards to non-employee directors, officers, and other eligible participants. A total of 2,500,000 shares of the Company’s common stock are reserved for issuance under the 2024 LTIP. The awards available for grant under the 2024 LTIP include stock options, stock appreciation rights, restricted shares of common stock, and restricted stock units. The 2024 LTIP will be administered by the Compensation and Management Development Committee of the Board of Directors and will expire on April 25, 2034.
The foregoing summary of the 2024 LTIP is qualified in its entirety by reference to the detailed summary of the 2024 LTIP set forth in the section “Proposal No. 3 – Adopt the Myers Industries, Inc. 2024 Long-Term Incentive Plan” in the Proxy Statement and to the full text of the 2024 LTIP, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
As of the close of business on March 1, 2024, the record date for the Annual Meeting, 36,867,874 common shares were outstanding and entitled to vote. At the Annual Meeting, 33,987,335, or approximately 92.18%, of the outstanding common shares entitled to vote were represented in person or by proxy, including 957,569 broker non-votes. At the Annual Meeting, the shareholders of the Company voted as set forth below on the following proposals, each of which is described in detail in the Company’s Proxy Statement.
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 2025 annual meeting of shareholders or until their successors are duly elected and qualified:
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For |
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Against |
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Abstain |
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Broker |
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Yvette Dapremont Bright |
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32,099,198 |
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773,007 |
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157,561 |
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957,569 |
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Ronald M. De Feo |
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32,684,678 |
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301,606 |
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43,482 |
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957,569 |
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William A. Foley |
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31,967,018 |
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896,227 |
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166,521 |
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957,569 |
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Jeffrey Kramer |
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30,324,172 |
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2,691,558 |
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14,036 |
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957,569 |
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F. Jack Liebau, Jr. |
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31,942,956 |
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1,040,593 |
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46,217 |
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957,569 |
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Bruce M. Lisman |
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32,102,266 |
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876,850 |
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50,650 |
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957,569 |
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Lori Lutey |
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32,812,512 |
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210,516 |
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6,738 |
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957,569 |
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Michael McGaugh |
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32,771,966 |
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251,555 |
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6,245 |
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957,569 |
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Proposal No. 2. Adopt 2024 Employee Stock Purchase Plan.
The Company’s shareholders approved the adoption of the 2024 Myers Industries, Inc. Employee Stock Purchase Plan. Voting results on this proposal were as follows:
For |
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32,928,293 |
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Against |
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82,173 |
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Abstain |
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19,300 |
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Broker Non-Vote |
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957,569 |
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Proposal No. 3. Adopt 2024 Long-Term Incentive Plan.
The Company’s shareholders approved the adoption of the Myers Industries, Inc. 2024 Long-Term Incentive Plan. Voting results on this proposal were as follows:
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31,953,588 |
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Against |
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1,044,427 |
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Abstain |
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31,751 |
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Broker Non-Vote |
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957,569 |
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Proposal No. 4. Advisory Vote to Approve Executive Compensation.
The Company’s shareholders, by adopting a non-binding advisory resolution, approved the 2023 compensation of the Company’s named executive officers, with 99% of the total shares voted being cast “for” the proposal. Voting results on this proposal were as follows:
For |
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32,680,969 |
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Against |
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331,941 |
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Abstain |
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16,856 |
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Broker Non-Vote |
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957,569 |
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Proposal No. 5. Ratification of Appointment of Independent Registered Public Accounting Firm.
The Company’s shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2024. Voting results on this proposal were as follows:
For |
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33,600,720 |
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Against |
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371,680 |
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Abstain |
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14,935 |
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Broker Non-Vote |
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number |
Description |
10.1 |
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10.2 |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Myers Industries, Inc. |
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By: |
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/s/ Grant E. Fitz |
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Grant E. Fitz |
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Executive Vice President and Chief Financial Officer |
Date: April 25, 2024