MYERS INDUSTRIES INC OH false 0000069488 0000069488 2021-02-16 2021-02-16

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): February 16, 2021

 

 

Myers Industries, Inc.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Ohio   001-8524   34-0778636

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

1293 South Main Street, Akron, Oh io 44301

(Address of Principal Executive Offices, and Zip Code)

(330) 253-5592

Registrant’s Telephone Number, Including Area Code

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

  ☐

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  ☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  ☐

Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  ☐

Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol

 

Name of each exchange

on which registered

Common Stock, without par value   MYE   The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

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 13(a) of the Exchange Act.  ☐

 

 

 

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)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Myers Industries, Inc.
By:  

/s/ Andrean R. Horton

  Andrean R. Horton, Esq.
  Chief Legal Officer and Secretary

Date: February 16, 2021

Exhibit 99.1

 

LOGO  

Contact:

Monica Vinay

Vice President, Investor Relations & Treasurer

(330) 761-6212

Myers Industries Appoints Yvette Dapremont Bright and Jeffrey Kramer to its Board of Directors

Expands board with addition of two dynamic leaders with significant transformation and growth experience

February 16, 2021, Akron, Ohio — Myers Industries, Inc. (NYSE: MYE) a manufacturer of polymer products and distributor for the tire, wheel, and under-vehicle service industry, today announced that Yvette Dapremont Bright, current president of Brighter Horizon Foundation, and Jeffrey Kramer, current Chief Executive Officer of Schweitzer-Mauduit International (NYSE: SWM) have been appointed to Myers Industries’ Board of Directors effective February 12, 2021.

“Both Yvette and Jeff’s extensive careers in leading corporate transformations will bring significant value and capability to Myers’ Board of Directors and will add fuel to our journey of creating a multibillion-dollar, high growth, industrial leader,” said F. Jack Liebau, Jr., Chairman of the Board of Directors of Myers Industries. “Their leadership and counsel will be critical to our ‘One Myers’ mission to drive alignment, centralize key functions, and enable the successful execution of our long-term vision.”

About Yvette Dapremont Bright

Ms. Dapremont Bright recently retired as Executive Vice President and Chief Operating Officer of Philadelphia-based Independence Blue Cross where she was the first woman and business leader of color to have responsibility for the Commercial and Medicare P&Ls, with revenues exceeding $6 billion. She oversaw customer service, processing services, operations shared services, business process reengineering and business technology services (IT). She joined the organization in 1991. In her past executive roles at Independence, Ms. Dapremont Bright led the Company’s eBusiness evolution; successfully transformed Independence’s systems, migrating 2.2 million members to a new platform with ACA and market leading capabilities; and continually led efforts resulting in millions of dollars in increased revenues and reduced costs. Ms. Dapremont Bright spent the first ten years of her career with IBM in the United States and Europe. Ms. Dapremont Bright received her BS at Tulane University School of Engineering and her MBA from St. Joseph’s University.

About Jeffrey Kramer

Dr. Kramer joined Schweitzer-Mauduit International in May 2017, where he successfully transformed the Company to positive organic growth, while significantly increasing operating margins and expanding strategic options. Previously, Dr. Kramer was the Chief Executive Officer and member of the Board of J.A.M. Distributing, which was acquired by Brenntag in 2016. Dr. Kramer led the integration and later became the Vice President of Lubricants at

Brenntag. Dr. Kramer spent 28 years in various roles at Air Products which culminated with serving as the Company’s Chief Technology Officer. Dr. Kramer earned his BSE from the University of Pennsylvania, a MA and PhD from Princeton University, and an MBA from Lehigh University.

About Myers Industries

Myers Industries, Inc. is an international manufacturer of polymer products for industrial, agricultural, automotive, commercial and consumer markets. The Company is also the largest distributor of tools, equipment and supplies for the tire, wheel and under-vehicle service industry in the U.S. Visit www.myersindustries.com to learn more.