POLYONE CORP (Form: S-8, Received: 05/06/2019 13:44:48)

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

As filed with the Securities and Exchange Commission on May 6, 2019

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM S-8

REGISTRATION STATEMENT

Under

The Securities Act of 1933

POLYONE CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Ohio

34-1730488

(State or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification No.)

33587 Walker Road, Avon Lake, Ohio 44012

(Address of Principal Executive Offices Including Zip Code)

PolyOne Supplemental Retirement Benefit Plan

(As Amended and Restated Effective January 1, 2014)

(Full Title of the Plan)

Lisa K. Kunkle, Esq.

Senior Vice President, General Counsel and Secretary

PolyOne Corporation

33587 Walker Road

Avon Lake, Ohio 44012

(440) 930-1000

(Name, Address and Telephone Number, Including Area Code, of Agent For Service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

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 7(a)(2)(B) of the Securities Act. ☐

CALCULATION OF REGISTRATION FEE



Title of Securities to be Registered	Amount to be Registered (1)(2)	Proposed Maximum Offering Price Per Share (3)	Proposed Maximum Aggregate Offering Price (3)	Amount of Registration Fee
Common Shares, par value $0.01 per share	1,500,000	$26.665	$39,997,500	$4,848

(1)

Represents the number of common shares, par value $0.01 per share (“ Common Shares ”), of PolyOne Corporation (the “ Registrant ”), deliverable pursuant to the PolyOne Supplemental Retirement Benefit Plan (As Amended and Restated Effective January 1, 2014), as amended (the “ Plan ”) being registered hereon.

(2)	Pursuant to Rule 416 of the Securities Act of 1933, as amended (the “ *Securities Act* ”), this Registration Statement also covers such additional Common Shares as may become deliverable pursuant to any anti-dilution provisions of the Plan.

(3)

Estimated solely for calculating the amount of the registration fee, pursuant to paragraphs (c) and (h) of Rule 457 of the General Rules and Regulations under the Securities Act, on the basis of the average of the high and low sale prices of such securities on the New York Stock Exchange on May 2, 2019, within five business days prior to filing.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The Registrant is subject to the informational and reporting requirements of Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), and, in accordance therewith, files reports, proxy statements and other information with the Securities and Exchange Commission (the “ Commission ”). The following documents have been filed by the Registrant with the Commission and are incorporated herein by reference:


(a)		The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2018 (Commission File No. 001-16091), filed February 19, 2019;

(b)		The Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 (Commission File No. 001-16091), filed April 17, 2019;

(c)		The Registrant’s Current Reports on Form 8-K (Commission File No. 001-1091) filed March 7, 2019 and April 19, 2019 ; and

(d)		The description of the Registrant’s Common Shares contained in the registration statement on Form 8-A , filed August 31, 2000, including any subsequently filed amendments and reports updating such description.

All documents filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this Registration Statement, and prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold, will be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. Any statement contained in any document incorporated or deemed to be incorporated by reference herein will be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded will not be deemed, except as modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

The following summary is qualified in its entirety by reference to the complete text of the statutes referred to below and the articles of incorporation and regulations of the Registrant.

Division (E) of Section 1701.13 of the Ohio Revised Code addresses indemnification by an Ohio corporation and provides as follows:

(1) A corporation may indemnify or agree to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, other than an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee, member, manager, or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, or other enterprise, against expenses, including attorney’s fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, if he had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful.

(2) A corporation may indemnify or agree to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor, by reason of the fact that he is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee, member, manager, or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, or other enterprise, against expenses, including attorney’s fees, actually and reasonably incurred by him in connection with the defense or settlement of such action or suit, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any of the following:

(a) Any claim, issue, or matter as to which such person is adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless, and only to the extent that, the court of common pleas or the court in which such action or suit was brought determines, upon application, that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court of common pleas or such other court shall deem proper;

(b) Any action or suit in which the only liability asserted against a director is pursuant to section 1701.95 of the Revised Code.

(3) To the extent that a director, trustee, officer, employee, member, manager, or agent has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in division (E)(1) or (2) of this section, or in defense of any claim, issue, or matter therein, he shall be indemnified against expenses, including attorney’s fees, actually and reasonably incurred by him in connection with the action, suit, or proceeding.

(4) Any indemnification under division (E)(1) or (2) of this section, unless ordered by a court, shall be made by the corporation only as authorized in the specific case, upon a determination that indemnification of the director, trustee, officer, employee, member, manager, or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in division (E)(1) or (2) of this section. Such determination shall be made as follows:

(a) By a majority vote of a quorum consisting of directors of the indemnifying corporation who were not and are not parties to or threatened with the action, suit, or proceeding referred to in division (E)(1) or (2) of this section;

(b) If the quorum described in division (E)(4)(a) of this section is not obtainable or if a majority vote of a quorum of disinterested directors so directs, in a written opinion by independent legal counsel other than an attorney, or a firm having associated with it an attorney, who has been retained by or who has performed services for the corporation or any person to be indemnified within the past five years;

(d) By the court of common pleas or the court in which the action, suit, or proceeding referred to in division (E)(1) or (2) of this section was brought.

Any determination made by the disinterested directors under division (E)(4)(a) or by independent legal counsel under division (E)(4)(b) of this section shall be promptly communicated to the person who threatened or brought the action or suit by or in the right of the corporation under division (E)(2) of this section, and, within ten days after receipt of such notification, such person shall have the right to petition the court of common pleas or the court in which such action or suit was brought to review the reasonableness of such determination.

(5) (a) Unless at the time of a director’s act or omission that is the subject of an action, suit, or proceeding referred to in division (E)(1) or (2) of this section, the articles or the regulations of a corporation state, by specific reference to this division, that the provisions of this division do not apply to the corporation and unless the only liability asserted against a director in an action, suit, or proceeding referred to in division (E)(1) or (2) of this section is pursuant to section 1701.95 of the Revised Code, expenses, including attorney’s fees, incurred by a director in defending the action, suit, or proceeding shall be paid by the corporation as they are incurred, in advance of the final disposition of the action, suit, or proceeding, upon receipt of an undertaking by or on behalf of the director in which he agrees to do both of the following:

(i) Repay such amount if it is proved by clear and convincing evidence in a court of competent jurisdiction that his action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the corporation or undertaken with reckless disregard for the best interests of the corporation;

(ii) Reasonably cooperate with the corporation concerning the action, suit, or proceeding.

(b) Expenses, including attorney’s fees, incurred by a director, trustee, officer, employee, member, manager, or agent in defending any action, suit, or proceeding referred to in division (E)(1) or (2) of this section, may be paid by the corporation as they are incurred, in advance of the final disposition of the action, suit, or proceeding, as authorized by the directors in the specific case, upon receipt of an undertaking by or on behalf of the director, trustee, officer, employee, member, manager, or agent to repay such amount, if it ultimately is determined that he is not entitled to be indemnified by the corporation.

(6) The indemnification authorized by this section shall not be exclusive of, and shall be in addition to, any other rights granted to those seeking indemnification under the articles, the regulations, any agreement, a vote of shareholders or disinterested directors, or otherwise, both as to action in their official capacities and as to action in another capacity while holding their offices or positions, and shall continue as to a person who has ceased to be a director, trustee, officer, employee, member, manager, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

(7) A corporation may purchase and maintain insurance or furnish similar protection, including, but not limited to, trust funds, letters of credit, or self-insurance, on behalf of or for any person who is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee, member, manager, or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under this section. Insurance may be purchased from or maintained with a person in which the corporation has a financial interest. (8) The authority of a corporation to indemnify persons pursuant to division (E)(1) or (2) of this section does not limit the payment of expenses as they are incurred, indemnification, insurance, or other protection that may be provided pursuant to divisions (E)(5), (6), and (7) of this section. Divisions (E)(1) and (2) of this section do not create any obligation to repay or return payments made by the corporation pursuant to division (E)(5), (6), or (7).

(8) As used in division (E) of this section, “corporation” includes all constituent entities in a consolidation or merger and the new or surviving corporation, so that any person who is or was a director, officer, employee, trustee, member, manager, or agent of such a constituent entity, or is or was serving at the request of such constituent entity as a director, trustee, officer, employee, member, manager, or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, or other enterprise, shall stand in the same position under this section with respect to the new or surviving corporation as he would if he had served the new or surviving corporation in the same capacity.

Article SIXTH of the Registrant’s articles of incorporation contains the following provisions (as used herein, the term “Corporation” refers to the Registrant):

(a) A Director of the Corporation shall under no circumstances have any personal liability to the Corporation or its Shareholders for monetary damages for breach of fiduciary duty as a Director except for those breaches and acts or omissions with respect to which the General Corporation Law of the State of Ohio, as from time to time amended, expressly provides that this provision shall not eliminate or limit such personal liability of Directors. Neither the modification nor repeal of this paragraph (a) of this Article SIXTH nor any amendment to the General Corporation Law of the State of Ohio that does not have retroactive application shall limit the right of Directors hereunder to exculpation from personal liability for any act or omission occurring prior to such amendment, modification or repeal.

(b) The Corporation shall indemnify each Director and Officer of the Corporation to the fullest extent permitted by applicable law, except as may be otherwise provided in the Code of Regulations of the Corporation. Neither the modification nor repeal of paragraph (b) of this Article SIXTH nor any amendment to the General Corporation Law of the State of Ohio that does not have retroactive application shall limit the right of Directors and Officers hereunder to indemnification with respect to any act or omission occurring prior to such modification, amendment or repeal.

Insurance

The Registrant has purchased and maintains liability insurance policies that insure the Registrant’s directors and officers against certain liabilities that might be incurred by reason of their positions as directors and officers.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.


Exhibit Number		Description

4.1		Articles of Incorporation of the Registrant (incorporated herein by reference to Exhibit 3(i) to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2000 (Commission File No. 001-16091), filed on March 28, 2001)

4.2		Amendment to the Second Article of the Articles of Incorporation of the Registrant (incorporated herein by reference to Exhibit 3.1a to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2003 (Commission File No. 001-16091), filed on March 15, 2004)

4.3		Regulations of the Registrant (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (Commission File No. 001-16091) filed on July 17, 2009)

4.4		PolyOne Supplemental Retirement Benefit Plan (As Amended and Restated Effective January 1, 2014) (incorporated herein by reference to Exhibit 10.14 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013 (Commission File No. 001-16091), filed on February 13, 2014)

4.5		First Amendment to the PolyOne Supplemental Retirement Benefit Plan (As Amended and Restated Effective January 1, 2014), dated as of March 16, 2016; Amendment No. 2 to the PolyOne Supplemental Retirement Benefit Plan (As Amended and Restated Effective January 1, 2014), dated as of December 19, 2018; and Amendment No. 3 to the PolyOne Supplemental Retirement Benefit Plan (As Amended and Restated Effective January 1, 2014), dated as of April 18, 2019

5.1		Opinion of Counsel

23.1		Consent of Independent Registered Public Accounting Firm

23.2		Consent of Counsel (included in Exhibit 5.1)

24.1		Power of Attorney

Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided , however , that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or

paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Avon Lake, state of Ohio, on this 6th day of May, 2019.


POLYONE CORPORATION

By:		/s/ Lisa K. Kunkle
		Lisa K. Kunkle
		Senior Vice President, General Counsel and Secretary

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.


Date: May 6, 2019				*
				Robert M. Patterson Chairman, President, Chief Executive Officer and Director (Principal Executive Officer)

Date: May 6, 2019				*
				Bradley C. Richardson Executive Vice President, Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

Date: May 6, 2019				*
				Robert E. Abernathy Director

Date: May 6, 2019				*
				Richard H. Fearon Director

Date: May 6, 2019				*
				Gregory J. Goff Director



Date: May 6, 2019				*
				William R. Jellison Director

Date: May 6, 2019				*
				Sandra Beach Lin Director

Date: May 6, 2019				*
				Kim Ann Mink Director

Date: May 6, 2019				*
				William H. Powell Director

Date: May 6, 2019				*
				Kerry J. Preete Director

Date: May 6, 2019				*
				Patricia Verduin Director

Date: May 6, 2019				*
				William A. Wulfsohn Director

*	This Registration Statement has been signed on behalf of the above officers and directors by Lisa K. Kunkle, as attorney-in-fact, pursuant to a power of attorney filed as Exhibit 24.1 to this Registration Statement.

Exhibit 4.5

First Amendment to the

PolyOne Supplemental Retirement Benefit Plan

(as amended and restated effective January 1, 2014)

WHEREAS, PolyOne Corporation (“PolyOne”) established a non-qualified retirement benefit program known as PolyOne Supplemental Retirement Benefit Plan (“Plan”) effective January 1, 2004; and

WHEREAS, effective January 1, 2014, PolyOne amended and restated the Plan to permit in-service distributions and incorporate other administrative or regulatory updates; and

WHEREAS, PolyOne now desires to further amend the Plan to revise the distribution provisions for administrative convenience, and

WHEREAS, Section 16 of the Plan allows the Administrator to adopt any amendment that appropriately facilitates the administration, management and interpretation of the Plan.

RESOLVED, PolyOne hereby adopts the First Amendment to the Plan in the form below to be effective April 1, 2016.

1.	Section 9 of the Plan is hereby amended to add the following sentence:

“The Participant’s account will continue to be adjusted to reflect earnings or losses through the date on which a distribution begins to be processed by the Plan Administrator and payment to the Participant will be made as soon as administratively possible thereafter in accordance with Section 12 below.”

2.	Section 12.1(b)(3) is hereby deleted in its entirety and replaced with the following:

“(3) Amounts with respect to which a Participant has made the election described in Section 12.1(b)(1)(A) shall be paid to such Participant in a cash lump sum within thirty days of the earlier of (A) the date elected by the Participant in his Deferrals Sub-Account Election form with respect to such amounts, and (B) the Participant’s Termination Date; provided , however , that the Participant shall not have the right to designate the taxable year of payment, and further provided that if the payment is to be made within thirty days of the Participant’s Termination Date, and the Participant is a Specified Employee, the payment shall be distributed in the seventh month after the date of such Specified Employee’s Termination Date (or, if earlier, his or her date of death).”

3.	The last sentence of Section 12.1 (c)(1) is hereby deleted in its entirety and replaced with the following:

“Notwithstanding the foregoing, the Termination Date Balance of a Specified Employee shall commence to be distributed in the seventh month after the date of such Specified Employee’s Termination Date (or, if earlier, his or her date of death).”

4.	All other provisions of the Plan remain in full force and effect.

IN WITNESS WHEREOF, PolyOne, by its duly authorized officer, has caused this amendment to be executed as of the 16 ^th day of March, 2016.


PolyOne Corporation

By:		/s/ Ana G. Rodriguez
Name: Ana G. Rodriguez
Title: Senior Vice President and CHRO

AMENDMENT NO. 2

TO THE

POLYONE SUPPLEMENTAL RETIREMENT BENEFIT PLAN

(As Amended and Restated Effective January 1, 2014)

PolyOne Corporation (the “Company”) hereby adopts this Amendment No. 1 to the PolyOne Supplemental Retirement Benefit Plan (As Amended and Restated Effective January 1, 2014) (the “Plan”), effective as January 1, 2018. Words and phrases used herein with initial capital letters that are defined in the Plan are used herein as so defined.

Section 2.11 of the Plan is hereby amended in its entirety to read as follows:

“ 2.11 “Retirement Plan” means the PolyOne Retirement Savings Plan, as amended from time to time, and any other qualified retirement plan that the Administrator may designate. Section references herein to the Retirement Plan shall be references to sections of the PolyOne Retirement Savings Plan, as amended from time to time.”

II.

Section 4 of the Plan is hereby amended in its entirety to read as follows:

“SECTION 4. ELECTION TO DEFER COMPENSATION

A Participant may elect, by filing an election with the Administrator (pursuant to Section 5) on or prior to December 31 of the preceding Plan Year (or such earlier date as specified by the Administrator), to direct the Employer to reduce his or her Compensation for a Plan Year by an amount equal to the difference between (i) a specified percentage, in 1% increments, with a maximum of 90%, of his or her Compensation for the Plan Year, and (ii) the maximum elective deferrals under the Retirement Plan actually permitted to be contributed for him or her to the Retirement Plan for such Plan Year by reason of the application of the limitations under Sections 402(g), 401(a)(l7) and 401(k)(3) of the Code. Any election so made shall be binding for any following Plan Year, unless revised on or before December 31 of the preceding Plan Year (or such other earlier date specified by the Administrator). If, for any Plan Year, a Participant does not file such an election, the Participant’s Compensation will not be reduced for such Plan Year. Notwithstanding the foregoing, with respect to the first taxable year in which a person becomes a Participant within the meaning of Section 409A of the Code, such Participant may, within 30 days of becoming a Participant, make an election to defer Compensation earned subsequent to the date of the election.”

III.

Section 7 of the Plan is hereby amended in its entirety to read as follows:

“SECTION 7. MATCHING CONTRIBUTIONS

As of each payroll period, the Employer shall allocate Employer Matching Contributions to the account of each Participant who either (a) has a valid election to defer Compensation to the Plan in effect for such payroll period or (b) has a valid election to defer Compensation to the Retirement Plan in effect for such payroll period, but for whom, for such payroll period, the allocation of matching contributions under the Retirement Plan has been reduced or eliminated as a result of the limitations imposed by Section 401(a)(17) of the Code. The amount of Employer Matching Contributions allocated to each such Participant shall be determined in accordance with the Retirement Plan, provided, however, in no event will the sum of the Employer Matching Contributions under this Plan and the employer matching contributions required to be made under the Retirement Plan for any Participant for a Plan Year exceed the maximum percentage of such Participant’s Compensation permitted under the Retirement Plan for the Plan Year, and Employer Matching Contributions under this Plan will be reduced as necessary to satisfy this requirement.”

[Signature on Following Page]

EXECUTED and date this 19 ^th day of December, 2018.


POLYONE CORPORATION



By:		/s/ João José San Martin


		João José San Martin
Title:		Senior Vice President and CHRO

AMENDMENT NO. 3

TO THE

POLYONE SUPPLEMENTAL RETIREMENT BENEFIT PLAN

( As Amended and Restated Effective January 1, 2014 )

PolyOne Corporation (the “Company”) hereby adopts this Amendment No. 3 to the PolyOne Supplemental Retirement Benefit Plan (As Amended and Restated Effective January 1, 2014) (the “Plan”), effective as of April 18, 2019. Words and phrases used herein with initial capital letters that are defined in the Plan are used herein as so defined.

Section 10 of the Plan is hereby amended in its entirety to read as follows:

“SECTION 10. INVESTMENT OF ACCOUNTS

For purposes of determining the amount of earnings and appreciation and losses and depreciation to be credited to a Participant’s account, such account shall be deemed invested in such investment options (which may include a PolyOne Corporation common stock fund) designated by the Administrator as available under the Plan as the Participant may elect from time to time, or be deemed to have elected, in accordance with such rules and procedures as the Administrator may establish. However, no provision of the Plan shall require the Employer to actually invest any amounts in any fund or in any other investment vehicle. In the event Participants shall be permitted to make deemed investments in a PolyOne Corporation common stock fund, to the extent that dividends are paid on PolyOne Corporation common stock deemed credited to such fund, each deemed share or unit in such fund shall accrue dividend equivalents having equal value to the dividends paid on a share of such PolyOne Corporation common stock in accordance with such rules and procedures as the Administrator may establish.”

II.

Section 12.1 of the Plan is hereby amended by the addition of the following subparagraph (c) to read as follows:

“12.1(c) In-Kind Payment

In the event all or a portion of the amounts credited to a Participant’s account shall be deemed invested in a PolyOne Corporation common stock fund, such amounts will be distributed in the form of whole shares of PolyOne Corporation common stock, plus an amount of cash representing the value of any fractional share, based on the fair market value of a share of PolyOne Corporation common stock as of the date of distribution.”

EXECUTED and date this 18 ^th day of April, 2019.


POLYONE CORPORATION

By:		/s/ João José San Martin
Title: Senior Vice President, CHRO

Exhibit 5.1

LOGO

NORTH POINT • 901 LAKESIDE AVENUE • CLEVELAND, OHIO 44114.1190

TELEPHONE: +1.216.586.3939 • FACSIMILE: +1.216.579.0212

May 6, 2019

PolyOne Corporation

33587 Walker Road

Avon Lake, Ohio 44012

Re: Registration Statement on Form S-8 Filed by PolyOne Corporation

Ladies and Gentlemen:

We have acted as counsel for PolyOne Corporation, an Ohio corporation (the “ Company ”), in connection with the PolyOne Supplemental Retirement Benefit Plan (As Amended and Restated Effective January 1, 2014), as amended (the “ Plan ”). In connection with the opinion expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of this opinion. Based on the foregoing, and subject to the further limitations, qualifications and assumptions set forth herein, we are of the opinion that the provisions of the written Plan documents comply with the applicable provisions of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”).

The opinion set forth above applies only as to the form of the written Plan documents, and for purposes of such opinion we have assumed that the employees and other persons who are eligible to participate in the Plan constitute a select group of management or highly compensated employees for purposes of ERISA. Accordingly, but without limitation of the previous sentence, we express no opinion as to whether the employees and other persons who are eligible to participate in the Plan constitute a select group of management or highly compensated employees or whether the Plan will be considered “funded” for purposes of ERISA, which are factual issues depending upon the facts and circumstances in existence from time to time.

The opinion expressed herein is limited to ERISA, as currently in effect, and we express no opinion as to the effect of the laws of any other jurisdiction on the opinion expressed herein.

AMSTERDAM • ATLANTA • BEIJING • BOSTON • BRISBANE • BRUSSELS • CHICAGO • CLEVELAND • COLUMBUS • DALLAS • DETROIT

DUBAI • DÜSSELDORF • FRANKFURT • HONG KONG • HOUSTON • IRVINE • LONDON • LOS ANGELES • MADRID • MELBOURNE

MEXICO CITY • MIAMI • MILAN • MINNEAPOLIS • MOSCOW • MUNICH • NEW YORK • PARIS • PERTH • PITTSBURGH • SAN DIEGO

SAN FRANCISCO • SÃO PAULO • SAUDI ARABIA • SHANGHAI • SILICON VALLEY • SINGAPORE • SYDNEY • TAIPEI • TOKYO • WASHINGTON

LOGO

May 6, 2019

Page 2

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement on Form S-8 filed by the Company to effect the registration of common shares, par value $0.01 per share, of the Company that may be delivered pursuant to the Plan under the Securities Act of 1933 (the “ Act ”). In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder

Very truly yours,

/s/ Jones Day

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the PolyOne Supplemental Retirement Benefit Plan (As Amended and Restated Effective January 1, 2014) of our reports dated February 19, 2019, with respect to the consolidated financial statements of PolyOne Corporation and the effectiveness of internal control over financial reporting of PolyOne Corporation included in its Annual Report (Form 10-K) for the year ended December 31, 2018, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Cleveland, Ohio

May 6, 2019

Exhibit 24.1

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned officers and directors of PolyOne Corporation, an Ohio corporation (the “ Registrant ”), hereby constitutes and appoints Lisa K. Kunkle, Bradley C. Richardson, and João José San Martin, or any of them, each acting alone, as the true and lawful attorney-in-fact or agent, or attorneys-in-fact or agents, for each of the undersigned, with full power of substitution and resubstitution, and in the name, place and stead of each of the undersigned, to execute and file (1) one or more Registration Statements on Form S-8 (the “ Form S-8 Registration Statement ”) with respect to the registration under the Securities Act of 1933, as amended, of deferred compensation obligations and/or up to 1,500,000 shares of the Registrant’s common shares, $0.01 par value per share, pursuant to the PolyOne Supplemental Retirement Benefit Plan (As Amended and Restated Effective January 1, 2014), (2) any and all amendments, including post-effective amendments, supplements and exhibits to the Form S-8 Registration Statement and (3) any and all applications or other documents to be filed with the Securities and Exchange Commission or any state securities commission or other regulatory authority or exchange with respect to the securities covered by the Form S-8 Registration Statement, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as he might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, may lawfully do or cause to be done by virtue hereof.

This Power of Attorney may be executed in multiple counterparts, each of which shall be deemed an original with respect to the person executing it.

IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of the 18th day of April 2019:


/s/ Robert M. Patterson				/s/ Bradley C. Richardson
Robert M. Patterson Chairman and President and Chief Executive Officer				Bradley C. Richardson Executive Vice President, Chief Financial Officer

/s/ Robert E. Abernathy				/s/ Richard H. Fearon
Robert E. Abernathy Director				Richard H. Fearon Director

/s/ Gregory J. Goff				/s/ William R. Jellison
Gregory J. Goff Director				William R. Jellison Director

/s/ Sandra Beach Lin				/s/ Kim Ann Mink
Sandra Beach Lin Director				Kim Ann Mink Director

/s/ William H. Powell				/s/ Kerry J. Preete
William H. Powell Director				Kerry J. Preete Director

/s/ Patricia Verduin				/s/ William A. Wulfsohn
Patricia Verduin Director				William A. Wulfsohn Director