MYERS INDUSTRIES, INC. Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
Article I, Section 11(b) of the Regulations now states in full as follows:
(b) A Shareholder may submit a proposal for consideration by the Shareholders
of the Company at an Annual Meeting only if written notice of such intention is
received by the Corporate Secretary of the Company, either by personal delivery
or by
Article I, Section 12(b) of the Regulations now states in full as follows:
(b) A Shareholder may nominate a candidate for election as a Director of the
Company only if written notice of such intention is received by the Corporate
Secretary of the Company, either by personal delivery or by
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Special Meeting was mailed or public disclosure of the date of the Special
Meeting was made, whichever first occurs. In no event shall any adjournment or
postponement of an Annual Meeting, or the public announcement of such an
adjournment or postponement, commence a new time period (or extend any time
period) for the giving of a Shareholder's notice as described hereinabove. For
purposes of this Section 12, notice of the date of a meeting shall be deemed to
be first given to the Shareholders when disclosure of such date is first made in
a press release reported by the
Article I, Section 13 of the Regulations now states in full as follows:
Section 13. Proxy Access
(a) Information Included in Proxy Materials. Subject to the provisions of this Section 13, whenever the Board of Directors solicits proxies with respect to the election of Directors at an Annual Meeting of Shareholders, the Company shall include in its proxy statement for such meeting, in addition to any persons nominated for election by the Board of Directors or any committee thereof, the name of, together with the Required Information (as defined below) for, any person nominated for election (a "Shareholder Nominee") to the Board of Directors by a shareholder or by a group of not more than 20 Shareholders that (i) satisfies the requirements of this Section 13 (such individual shareholder or shareholder group, including each member thereof, to the extent the context requires, an "Eligible Shareholder") and (ii) expressly requests in the notice required by this Section 13 (the "Notice of Proxy Access Nomination") to have the Shareholder Nominee included in the Company's proxy materials pursuant to this Section 13. The Company shall also include the name of any such Shareholder Nominee on the form of proxy for such Annual Meeting, subject to the provisions of this Section 13. For purposes of this Section 13, the "Required Information" that the Company shall include in its proxy statement is the information provided by the Eligible Shareholder to the secretary of the Company concerning the Shareholder Nominee and the Eligible Shareholder that is required to be disclosed in the Company's proxy statement by the regulations promulgated under the Exchange Act, and if the Eligible Shareholder so elects, a written statement, not to exceed 500 words, in support of the Shareholder Nominee's candidacy (the "Statement"). Notwithstanding anything to the contrary contained in this Section 13, the Company may omit from its proxy materials any information or Statement (or portion thereof) that it, in good faith, believes would violate any applicable law or regulation. Notwithstanding anything to the contrary in this Section 13, the Company shall not be required pursuant to this Section 13 to include any information regarding a Shareholder Nominee in its proxy materials for any meeting of Shareholders for which any person is engaging in a solicitation within the meaning of Rule 14a-1(l) under the Exchange Act in support of the election of any individual as a Director at such meeting other than Shareholder Nominees or nominees of the Board of Directors.
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(b) Shareholder Nominee Notice Period. The Company shall only be required to include information regarding a Shareholder Nominee in its proxy materials with respect to an Annual Meeting of Shareholders if the Notice of Proxy Access Nomination relating to the Shareholder Nominee is delivered to, or mailed to and received by, the secretary of the Company no earlier than 120 days and no later than 90 days (the "Final Proxy Access Nomination Date") before the anniversary of the date of the previous year's Annual Meeting of Shareholders; provided, however, that if the Company did not hold an Annual Meeting during the previous year, or if the date of the Annual Meeting has changed by more than 30 calendar days from the previous year's date, or if the registrant is holding a Special Meeting or conducting an election of directors by written consent in lieu of an Annual Meeting, then the Eligible Shareholder must deliver the Notice of Proxy Access Nomination to the Company a reasonable time before the Company issues its proxy materials, as specified by the Company in a Current Report on Form 8-K filed pursuant to Item 5.08.
(c) Maximum Number of Shareholder Nominees. The maximum number of Shareholder Nominees nominated by all Eligible Shareholders that the Company shall be required to include in its proxy materials with respect to an Annual Meeting of Shareholders shall not exceed the greater of (i) two, or (ii) 20% of the total number of members of the Company's Board of Directors as of the Final Proxy Access Nomination Date rounded to the closest whole number below 20% (the "Nominee Limit"); provided, however, that if one or more vacancies occur on the Company's Board of Directors after the Final Proxy Access Nomination Date but before the date of the Annual Meeting and the Board of Directors reduces the size of the board in connection therewith, the Nominee Limit shall be calculated based on the reduced number of Directors. Any individual nominated by an Eligible Shareholder for inclusion in the Company's proxy materials pursuant to this Section 13 who is either subsequently withdrawn or nominated by the Board of Directors as a Board of Directors nominee for election as a Director shall be counted as a Shareholder Nominee for purposes of calculating the Nominee Limit. Any Eligible Shareholder that submits more than one Shareholder Nominee for inclusion in the Company's proxy materials shall rank such Shareholder Nominees based on the order that the Eligible Shareholder desires such Shareholder Nominees to be selected for inclusion in the Company's proxy materials in the event that the total number of Shareholder Nominees submitted by Eligible Shareholders exceeds the Nominee Limit. If the number of Shareholder Nominees submitted by Eligible Shareholders exceeds the Nominee Limit, the highest ranked Shareholder Nominee who meets the requirements of this Section 13 of each Eligible Shareholder will be included in the Company's proxy materials proceeding in order of the amount (largest to smallest) of common shares of the Company each Eligible Shareholder owns for purposes of this Section 13 until the Nominee Limit is reached. If the Nominee Limit is not reached after the highest ranking Shareholder Nominee who meets the requirements of this Section 13 from each Eligible Shareholder has been selected for inclusion in the Company's proxy materials, this process shall be repeated until the Nominee Limit is reached.
(d) Removal of Shareholder Nominees from Proxy Materials. If a Shareholder Nominee dies, becomes disabled or is otherwise disqualified from being nominated for election or serving as a Director prior to the Annual Meeting, the Company may, to the extent feasible, remove the name of the Shareholder Nominee and the Statement from its proxy statement, remove the name of the Shareholder Nominee from its form of proxy and/or otherwise communicate to its Shareholders that the Shareholder Nominee will not be eligible for nomination at the Annual Meeting.
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(e) Determination of Ownership of Common Shares. For purposes of this Section 13, an Eligible Shareholder shall be deemed to "own" only those outstanding shares of Company common stock as to which the shareholder possesses both (i) the full voting and investment rights pertaining to the shares and (ii) the full economic interest in (including the opportunity for profit from and risk of loss on) such shares; provided that the number of shares calculated in accordance with clauses (i) and (ii) shall not include any shares (A) sold by such shareholder or any of its affiliates in any transaction that has not been settled or closed, (B) borrowed by such shareholder or any of its affiliates for any purposes or purchased by such shareholder or any of its affiliates pursuant to an agreement to resell or (C) subject to any option, warrant, forward contract, swap, contract of sale, other derivative or similar agreement entered into by such shareholder or any of its affiliates, whether any such instrument or agreement is to be settled with shares or with cash based on the notional amount or value of outstanding common shares of the Company, in any such case which instrument or agreement has, or is intended to have, the purpose or effect of (1) reducing in any manner, to any extent or at any time in the future, such shareholder's or its affiliates' full right to vote or direct the voting of any such shares, and/or (2) hedging, offsetting or altering to any degree any gain or loss realized or realizable from maintaining the full economic ownership of such shares by such shareholder or affiliate. A shareholder shall "own" shares held in the name of a nominee or other intermediary so long as the shareholder retains the right to instruct how the shares are voted with respect to the election of directors and possesses the full economic interest in the shares; provided, however, that a shareholder shall not be deemed to relinquish voting rights pertaining to shares as to which such shareholder has delegated any voting power by means of a proxy, power of attorney or other instrument or arrangement which is revocable at any time by such shareholder. For purposes of this Section 13, the terms "owned," "owning" and other variations of the word "own" shall have correlative meanings. Whether outstanding common shares of the Company are "owned" for these purposes shall be determined by the Board of Directors or any committee thereof. For purposes of this Section 13, the term "affiliate" or "affiliates" shall have the meaning ascribed thereto under the General Rules and Regulations under the Exchange Act.
(f) Common Share Ownership Requirements. To make a nomination pursuant to this Section 13, an Eligible Shareholder (i) must own (as defined in Section 13(e)) at least three percent (the "Required Ownership Percentage") of the outstanding shares of common stock of the Company (the "Required Shares") continuously for at least three years (the "Minimum Holding Period") as of both the date the Notice of Proxy Access Nomination is delivered to, or mailed to and received by, the secretary of the Company and the record date for determining the . . .
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 3.1 Amended and Restated Code of Regulations, as amended, ofMyers Industries, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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