Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On March 16, 2020, Myers Industries, Inc. (the "Company") issued a press release
announcing that the Board of Directors has appointed Michael McGaugh as
President and Chief Executive Officer effective April 6, 2020. The Board of
Directors also appointed Mr. McGaugh as a member of the Board of Directors
effective April 6, 2020, to fill the vacancy on the Board created by the
voluntary resignation of R. David Banyard, the Company's former President and
Chief Executive Officer, effective October 25, 2019. Mr. McGaugh will be
nominated for re-election to the Board of Directors at the Company's 2020 Annual
Meeting of Shareholders to be held on April 29, 2020. The full text of the
Company's press release is attached as Exhibit 99.1 to this Current Report on
Form 8-K.
Mr. McGaugh, age 46, served as Executive Vice President and Chief Operating
Officer of BMC Stock Holdings, Inc. ("BMC") (NASDAQ:BMCH), a provider of
diversified building products and services to builders, contractors and
professional remodelers in the U.S. residential housing market, from 2017 to
2019. Prior to joining BMC, Mr. McGaugh served in various senior leadership
roles with The Dow Chemical Company (NYSE:DOW) for nearly 25 years. Those
positions included most recently Global General Manager, Dow Building Solutions,
from 2012 to 2013, Global General Manager, Growth & Innovation Business
Portfolio, from 2013 to 2015, and Global Director and leader of the Integration
Management Office, an integration program related to the merger of Dow and
DuPont, from 2015 to 2016.
Mr. McGaugh's base salary will be $625,000 subject to annual review by the Board
of Directors. Mr. McGaugh will be eligible to participate in the Company's
annual incentive program at a target benefit of 100% of his annual base salary
for 2020. Mr. McGaugh will also be eligible to participate in the Company's
long-term incentive program at a target award value of 200% of his annual base
salary. Forty percent (40%) of his 2020 long-term incentive awards will be
restricted stock units subject to pro-rata vesting over three years, and sixty
percent (60%) of his 2020 long-term incentive awards will be performance stock
units subject to cliff vesting at the end of three years based on Company
performance during the 2020-2022 performance period.
Mr. McGaugh is also eligible to participate in the Company's Senior Officer
Severance Plan ("Severance Plan") which provides severance benefits under
certain events of termination as described in the Company's Current Report on
Form 8-K filed February 27, 2020, a copy of which was attached as Exhibit 10.1
to the Current Report and was incorporated therein by reference. The Company has
entered into an Addendum to Senior Officer Severance Plan with Mr. McGaugh
effective April 6, 2020 ("Addendum") pursuant to which several of the provisions
of the participation in the Senior Officer Severance Plan have been modified,
including: (i) the following additional conditions of what constitutes "Good
Reason" under the Severance Plan (a) if Mr. McGaugh is required to report to
anyone other than the Company's Board of Directors, or (b) if he ceases to serve
as the principal executive officer of the Company in either event without his
consent, and (ii) a requirement if the Plan is terminated or amended in a manner
that materially reduces the severance benefits provided under the Plan the
Company shall enter into a severance agreement with Mr. McGaugh providing
severance benefits on the same substantive terms and conditions of the Plan. The
foregoing summary is not complete and is qualified in its entirety by reference
to the full and complete terms of the Addendum, a copy of which is attached as
Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
The Company has also entered into a Non-Competition and Confidentiality
Agreement with Mr. McGaugh effective April 6, 2020 as a condition of his
participation in the Severance Plan, under terms and conditions substantively
consistent with agreements entered into with other executive officers, including
a noncompete period of 12 months following any termination and restrictive
covenants prohibiting solicitation of Company customers and employees. The
foregoing summary is not complete and is qualified in its entirety by reference
to the full and complete terms of the Non-Competition and Confidentiality
Agreement, a copy of which is attached as Exhibit 10.2 to this Current Report on
Form 8-K and is incorporated herein by reference.
As a non-independent director, Mr. McGaugh will not serve on any committees of
the Board of Directors and will not receive any director service related fees.
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Item 7.01 Regulation FD Disclosure.
As described in "Item 5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers" above, on March 16, 2020, the Company issued a press release
announcing that it had appointed Michael McGaugh as President and Chief
Executive Officer and a director effective April 6, 2020.
Pursuant to General Instruction B.2 of Current Report on Form 8-K, the
information in this Item 7.01 is being furnished and shall not be deemed to be
"filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to
the liability of that section. Furthermore, the information in this Item 7.01
shall not be deemed to be incorporated by reference into the filings of the
Company under the Securities Act except as may be expressly set forth by
specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
99.1 Press Release dated March 16, 2020
10.1 Addendum to Senior Officer Severance Plan effective April 6, 2020
10.2 Non-Competition and Confidentiality Agreement effective April 6, 2020
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