8-K 1 d814317d8k.htm FORM 8-K Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): October 15, 2019

 

 

Myers Industries, Inc.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Ohio   001-8524   34-0778636

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

1293 South Main Street, Akron, Ohio 44301

(Address of Principal Executive Offices, and Zip Code)

(330) 253-5592

Registrant’s Telephone Number, Including Area Code

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

Pre-commencement communication 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:

 

Title of each class

 

Trading

Symbol

 

Name of each exchange

on which registered

Common Stock, without par value   MYE   The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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.

On October 15, 2019, the Board of Directors (the “Board”) of Myers Industries, Inc. (the “Company”) approved an executive retention program in which certain executive officers, including Andrean R. Horton, Esq., the Company’s Executive Vice President and Chief Legal Officer, whom the Board has appointed as Interim President and Chief Executive Officer effective October 25, 2019, and Kevin L. Brackman, Executive Vice President and Chief Financial Officer, were provided on October 16, 2019 (i) an executive cash bonus retention award of $100,000, payable in equal installments on the first two anniversaries of the award, and (ii) a stock unit retention award of 6,112 stock units, equivalent to $100,000 based on the closing price of the Company’s common stock on October 16, 2019, subject to vesting and settlement in equal installments on the first three anniversaries of the stock unit retention award. The foregoing summary of the cash bonus and stock unit retention awards is not complete and is qualified in its entirety by reference to the full and complete terms of the awards, the forms of which are attached to this Current Report on Form 8-K as Exhibits 10.1 and 10.2, and are incorporated herein by reference. The forms of the cash bonus and stock unit retention awards were also filed as Exhibits 10.1 and 10.2 to the Company’s Current Report on Form 8-K/A filed on October 18, 2019.

 

Item 9.01

Financial Statements and Exhibits.

 

Exhibit
Number

  

Description

10.1    Form of Notice of Award of Executive Retention Cash Bonuses
10.2    Form of Stock Unit Award Agreement


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.

 

Myers Industries, Inc.
By:  

/s/ Andrean R. Horton

Andrean R. Horton, Esq.
Executive Vice President,

Chief Legal Officer and Secretary

Date: October 18, 2019