Myers Industries Files Definitive Proxy Statement for 2024 Annual Meeting

Ticker: MYE · Form: DEF 14A · Filed: Mar 18, 2024 · CIK: 69488

Myers Industries INC DEF 14A Filing Summary
FieldDetail
CompanyMyers Industries INC (MYE)
Form TypeDEF 14A
Filed DateMar 18, 2024
Risk Levellow
Pages15
Reading Time17 min
Key Dollar Amounts$813 m, $75 m, $1, $98 m, $86 million
Sentimentneutral

Sentiment: neutral

Topics: Proxy Statement, Annual Meeting, Acquisition, Board Governance, Executive Appointment

TL;DR

Myers Industries filed its definitive proxy statement for the 2024 Annual Meeting, highlighting the acquisition of Signature Systems and board activities.

AI Summary

MYERS INDUSTRIES INC (MYE) filed a Proxy Statement (DEF 14A) with the SEC on March 18, 2024. Myers Industries acquired Signature Systems for an attractive price. Grant Fitz was hired as Executive VP and Chief Financial Officer in May. The board reviewed safety and operational divisions throughout the year. A three-day strategy meeting in October reviewed all divisions and budgets. The board held educational sessions on cybersecurity and received an independent governance review.

Why It Matters

For investors and stakeholders tracking MYERS INDUSTRIES INC, this filing contains several important signals. The filing provides shareholders with crucial information regarding the company's strategic direction, including recent acquisitions and executive appointments, ahead of the annual meeting. Shareholders can review the board's governance practices, strategic planning, and focus areas like cybersecurity and safety, which are detailed in the proxy statement.

Risk Assessment

Risk Level: low — MYERS INDUSTRIES INC shows low risk based on this filing. The filing is a routine proxy statement and does not contain new financial performance data or forward-looking statements that would indicate significant risk.

Analyst Insight

Shareholders should review the proxy statement to understand the board's oversight, strategic initiatives like the Signature Systems acquisition, and executive compensation before the annual meeting.

Key Numbers

Key Players & Entities

FAQ

When did MYERS INDUSTRIES INC file this DEF 14A?

MYERS INDUSTRIES INC filed this Proxy Statement (DEF 14A) with the SEC on March 18, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by MYERS INDUSTRIES INC (MYE).

Where can I read the original DEF 14A filing from MYERS INDUSTRIES INC?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by MYERS INDUSTRIES INC.

What are the key takeaways from MYERS INDUSTRIES INC's DEF 14A?

MYERS INDUSTRIES INC filed this DEF 14A on March 18, 2024. Key takeaways: Myers Industries acquired Signature Systems for an attractive price.. Grant Fitz was hired as Executive VP and Chief Financial Officer in May.. The board reviewed safety and operational divisions throughout the year..

Is MYERS INDUSTRIES INC a risky investment based on this filing?

Based on this DEF 14A, MYERS INDUSTRIES INC presents a relatively low-risk profile. The filing is a routine proxy statement and does not contain new financial performance data or forward-looking statements that would indicate significant risk.

What should investors do after reading MYERS INDUSTRIES INC's DEF 14A?

Shareholders should review the proxy statement to understand the board's oversight, strategic initiatives like the Signature Systems acquisition, and executive compensation before the annual meeting. The overall sentiment from this filing is neutral.

How does MYERS INDUSTRIES INC compare to its industry peers?

Myers Industries operates in the plastics products sector, focusing on manufacturing and distributing plastic packaging, storage, and material handling products.

Are there regulatory concerns for MYERS INDUSTRIES INC?

The filing is made under Section 14(a) of the Securities Exchange Act of 1934, which governs the solicitation of proxies from shareholders.

Risk Factors

Industry Context

Myers Industries operates in the plastics products sector, focusing on manufacturing and distributing plastic packaging, storage, and material handling products.

Regulatory Implications

The filing is made under Section 14(a) of the Securities Exchange Act of 1934, which governs the solicitation of proxies from shareholders.

What Investors Should Do

  1. Review the board's director nominees and their qualifications.
  2. Understand the details and rationale behind the Signature Systems acquisition.
  3. Examine executive compensation disclosures and any shareholder proposals.

Key Dates

Glossary

DEF 14A
Definitive Proxy Statement (This filing type indicates the company is providing its final proxy materials to shareholders for an upcoming meeting.)
Proxy Statement
A document filed by a company with the SEC that contains information shareholders need to vote on company matters. (Essential for shareholders to make informed voting decisions on proposals and director elections.)

Year-Over-Year Comparison

This is a definitive proxy statement filing (DEF 14A), which is a standard disclosure for annual meetings and does not represent a change from previous filings in terms of its nature.

Filing Stats: 4,352 words · 17 min read · ~15 pages · Grade level 15.3 · Accepted 2024-03-18 16:16:35

Key Financial Figures

Filing Documents

Executive compensation

Executive compensation Enterprise risk management ESG The Company values the input received from these discussions with shareholders. Following these conversations, the Company has continued to emphasize the importance of safety in our operations and has continued its focus on enhancing sustainable business practices and incorporating environmental consciousness throughout our operations. Additionally, the Compensation and Management Development Committee of the Company ("CMD Committee") regularly evaluates the Company's compensation programs and considers shareholder input as part of their evaluation. At any time during the year, shareholders may access our Annual Report, Proxy Statement, financial presentations, and corporate governance guidelines at www.myersindustries.com. Shareholder Communications Shareholders may contact any director, committee of the Board, non-management director or the Board through the following: via U.S. Mail at : c/o Secretary Myers Industries, Inc. 1293 South Main Street Akron, Ohio 44301 via e-mail at : governance@myersind.com A toll-free hotline has also been established if an interested party wishes to contact a director, a committee of the Board, a non-management director or the Board by phone. The number is (877) 285-4145 and is available worldwide 24 hours a day, seven days a week.

Executive Compensation Overview

Executive Compensation Overview Myers' executive compensation program, set forth by the CMD Committee, is designed to implement our executive pay philosophy to: Attract and retain talented and experienced executives and other key employees Ensure that the actual compensation paid to our executive officers is aligned and correlated with financial performance and changes in shareholder value ("pay for performance") Motivate our executive officers to achieve short-term and long-term Company goals that will increase shareholder value Reward executives whose knowledge, skills and performance are crucial to our success Compensation Practices What We Do What We Don't Do Link Pay to Objective Financial Performance Enter into Executive Employment Contracts Limited Termination/Change in Control Severance Benefits Offer Tax Gross-Ups for Change in Control Payments Grant Awards with Double Trigger Change in Control Provisions Reprice Underwater Options Impose Stock Ownership Guidelines Allow Cash Buyouts of Underwater Options Retain an Independent Compensation Advisor Permit Short Sales by Directors, Officers, or Employees Tally Sheets to Evaluate and Monitor NEO Compensation Offer Significant Executive Perquisites Maintain a Clawback Policy Allow Hedging or Pledging of Company Stock Conduct Annual Risk Assessment of Compensation Programs vi | Myers Industries, Inc. TABLE OF CONTENTS PROXY STATEMENT SUMMARY (CONTINUED) Elements of Compensation for 2023 Our 2023 executive compensation program was designed to reinforce the relationship between the interests of our named executive officers (or "NEOs") and our shareholders. The objectives and key characteristics of each element of our 2023 executive compensation plan designs are summarized below: Type of Pay & Form Performance Periods Objectives Fixed Base Pay (cash) 1 year Compensation for job performance Recognizes individual skills, competencies, and experience Generally determined

EXECUTIVE COMPENSATION AND RELATED INFORMATION

EXECUTIVE COMPENSATION AND RELATED INFORMATION 40 Compensation Discussion and Analysis 40 Overview 40 Compensation Philosophy 40 Our Strategy and Pay for Performance Approach to Executive Compensation 40 Business Highlights and Achievements in 2023 40 Compensation Program Governance 41 2 | Myers Industries, Inc. TABLE OF CONTENTS Elements of 2023 Compensation 41 Description of Compensation Elements 42 NEO Target Compensation Mix 43 Overview of How We Determine Compensation 43 Compensation Elements in 2023 44 Base Salary 44 Short-Term Incentives 45 Long-Term Incentives 46 Other Compensation Policies and Practices 48 Senior Officer Severance Plan 48 Other Benefits 48 Clawback Policy 49 Risk Assessment of Compensation Practices 49 Compensation Decision-Making 50 Timeline and Essential Components of Compensation Decision-Making 50 Parties Involved in Compensation Decision-Making 51 Tax Deductibility 52 Compensation and Management Development Committee Interlocks and Insider Participation 52 Compensation and Management Development Committee Report on Executive Compensation 52 Summary of Cash and Certain Other Compensation 53 Grants of Plan Based Awards 55 Outstanding Equity Awards at Fiscal Year End 56 Option Exercises and Stock Vested for Fiscal Year End 2023 57 Nonqualified Deferred Compensation 57 Severance Arrangements upon Termination Including Change in Control 58 Summary of Potential Termination Payments and Benefits 59 CEO Pay Ratio 64 Policies and Procedures with Respect to Related Party Transactions 64

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 65 Section 16(a) Beneficial Ownership Reporting Compliance 67 PROPOSAL NO. 5 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 68 Matters Relating to the Independent Registered Public Accounting Firm 69 EY Representatives at Annual Meeting 69 Fees 69 Pre-Approval Policy 69 Audit Committee Report 70 General Information About the Meeting and Voting 72 Executive Officers of the Company 74 Shareholder Proposals for Inclusion in Proxy Statement 74 Incorporation by Reference 74 Cost of Proxy Solicitation 75 Copy of the Form 10-K 75 Notice Regarding Delivery of Security Holder Documents 75 Trademark 75 Appendix A – 2024 Employee Stock Purchase Plan A-1 Appendix B – 2024 Long-Term Incentive Plan B-1 Appendix C – Reconciliation of non-GAAP Financial Measures C-1 2024 Proxy Statement | 3 TABLE OF CONTENTS Corporate Governance and Compensation Practices and Policies The Board is committed to maintaining sound corporate governance and a compensation structure that promotes the best interests of our shareholders. Corporate Governance Guidelines The Company has adopted "Corporate Governance Guidelines" and a "Code of Business Conduct and Ethics" for the Company's directors, officers and employees. Each of our corporate governance policies is available on the "Corporate Governance" page accessed from the "Investor Relations" page of our w

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