Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On February 12, 2021, the board of directors (the "Board") of Myers Industries,
Inc. (the "Company"), upon the recommendation of the Corporate Governance and
Nominating Committee of the Board, approved expanding the Board from 9 to 11
members, and appointed Yvette Dapremont Bright and Jeffrey Kramer to the Board,
effective February 12, 2021, to hold office until the Company's 2021 annual
meeting of shareholders and until their respective successors are duly elected
and qualified, or until their respective earlier death, resignation or removal.
The Board has determined that Ms. Bright and Dr. Kramer satisfy the independence
requirements of the corporate governance standards of the New York Stock
Exchange. The Company has issued a press release announcing the appointment of
Ms. Bright and Dr. Kramer to the Board, a copy of which is attached as Exhibit
99.1 hereto.
As non-employee directors, Ms. Bright and Dr. Kramer will be eligible to receive
compensation in the same manner as the Company's other non-employee directors,
including an annual equity award upon their re-election to the Board at the 2021
annual meeting of shareholders, consistent with the description in the Company's
definitive proxy statement on Schedule 14A filed with the Securities and
Exchange Commission on March 23, 2020 (the "Proxy Statement"). The Company will
enter into indemnification agreements with Ms. Bright and with Mr. Kramer in a
manner consistent with the agreements entered into with the Company's existing
directors, the form of which was filed as an exhibit to the Company's quarterly
report on Form 10-Q for the quarter ended March 31, 2009 filed with the
Securities and Exchange Commission on May 1, 2009. Ms. Bright and Dr. Kramer
will not be appointed to any committees of the Board until their re-election to
the Board at the 2021 annual meeting of shareholders.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
99.1 Press Release dated February 16, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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