Item 8.01 Other Events.
On March 26, 2021, Myers Industries, Inc. (the "Company") made a proxy statement
(as supplemented on April 5, 2021, the "Proxy Statement") available and mailed
notice thereof to its shareholders, relating to the Company's 2021 Annual
Meeting of Shareholders to be held on April 29, 2021 (the "Annual Meeting"). The
Proxy Statement includes a proposal to approve the Myers Industries, Inc. 2021
Long-Term Incentive Plan (the "2021 Plan"), including approval of a reserve of
2,800,000 additional shares of common stock ("Shares") available for the grant
of awards under the 2021 Plan.
On April 16, 2021, the Company was informed by Institutional Shareholder
Services Inc. ("ISS") that ISS was recommending "against" the proposal to
approve the 2021 Plan ("Proposal No. 4") in part because the shareholder value
transfer ("SVT") for the proposed 2021 Plan, as calculated by ISS under its
proprietary model, exceeds ISS' benchmark.
In response to the ISS recommendation, the Company has decided to reduce the
number of Shares proposed to be reserved for issuance under the 2021 Plan. On
April 20, 2021, the Board of Directors (the "Board") of the Company approved
revising the proposed 2021 Plan, subject to shareholder approval, to change the
number of Shares reserved for issuance thereunder to 2,000,000 instead of
2,800,000. The Board made no other changes to the 2021 Plan or Proposal No. 4.
The foregoing is a summary description of certain terms of the 2021 Plan and is
qualified in its entirety by reference to the complete text of the proposed 2021
Plan, as revised, a copy of which is filed with this Current Report on Form 8-K
as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description
10.1 Myers Industries, Inc. 2021 Long-Term Incentive Plan
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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