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UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORTPursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported) September 15, 2016
MYERS INDUSTRIES, INC.(Exact name of registrant as specified in its charter)
Ohio 1-8524 34-0778636
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification Number)
1293 South Main Street, Akron, OH 44301(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, including area code (330) 253-5592
(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 communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 7.01 . Regulation FD Disclosure.
A copy of the investor presentation to be used by representatives of Myers Industries, Inc. (the “Company”) in investor outreach meetings to be held in the Fall of 2016 is attached to thisCurrent Report on Form 8-K as Exhibit 99.1. The investor presentation is also available on the Investor Relations – Financial Presentations portion of the Company’s website atwww.myersindustries.com.
In accordance with General Instruction B.2 on Form 8-K, the information set forth in this Item 7.01 and the investor presentation attached to this report as Exhibit 99.1 is “furnished” andshall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall suchinformation be deemed incorporated by reference in any filing under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended.
Item 9.01 . Financial Statements and Exhibits.
99.1 Investor Presentation by the Company dated Fall 2016
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. (Registrant)
DATE: September 15, 2016 By: /s/ R. David Banyard
R. David BanyardPresident and Chief Executive Officer
I NVESTORP RESENTATION- F ALL2016 M YERSI NDUSTRIES , I NC .
Exhibit 99.1
S AFEH ARBORS TATEMENT
Statements in this presentation concerning the Company’s goals, strategies, and expectations for business and financial results may be"forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and are based on current indicatorsand expectations. Whenever you read a statement that is not simply a statement of historical fact (such as when we describe what we"believe," "expect," or "anticipate" will occur, and other similar statements), you must remember that our expectations may not be correct,even though we believe they are reasonable. We do not guarantee that the transactions and events described will happen as described(or that they will happen at all). You should review this presentation with the understanding that actual future results may be materiallydifferent from what we expect. Many of the factors that will determine these results are beyond our ability to control or predict. You arecautioned not to put undue reliance on any forward-looking statement. We do not intend, and undertake no obligation, to update theseforward-looking statements. These statements involve a number of risks and uncertainties that could cause actual results to differmaterially from those expressed or implied in the applicable statements. Such risks include:
(1) Changes in the markets for the Company’s business segments
(2) Changes in trends and demands in the markets in which the Company competes(3) Unanticipated downturn in business relationships with customers or their purchases(4) Competitive pressures on sales and pricing(5) Raw material availability, increases in raw material costs, or other production costs(6) Harsh weather conditions(7) Future economic and financial conditions in the United States and around the world(8) Inability of the Company to meet future capital requirements(9) Claims, litigation and regulatory actions against the Company(10) Changes in laws and regulations affecting the Company
Myers Industries, Inc. encourages investors to learn more about these risk factors. A detailed explanation of these factors is available in the Company’s publiclyfiled quarterly and annual reports, which can be found online at www.myersindustries.com and at the SEC.gov website.
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B OARDAND N EWCEO E VALUATINGE NTERPRISES TRATEGY
» David Banyard named President and CEO of Myers Industries inDecember 2015» Previously held leadership positions at Danaher Corporation (NYSE: DHR) and
Roper Technologies (NYSE: ROP)» History of increasing revenue and cash flow in niche businesses through:
» Focus on clear, crisp commercial processes» Playing to the company’s strengths» Implementing lean manufacturing» Talent management
» Currently working with Board of Directors to formulate a revised enterprisestrategy» Improving cash flow is core to the strategy» Completed strategic marketing reviews» Implementing commercial process improvements and lean tools» Assessing various capital deployment options
» Strategic update to the investment community expected to becommunicated in late 2016 or early 2017
C ORPORATEG OVERNANCE
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B OARDHAS C ONSISTENTLYI MPLEMENTEDB ESTP RACTICES
ISS2016BoardStudy
GOVERNANCEPRACTICE MYERSINDUSTRIES SMALLCAPCOMPANIES S&P500COMPANIES
AnnualElections 53% 83%
IndependentBoardChair 38% 26%
BoardIndependence 89% AVGof78% AVGof83%
CommitteeIndependence
Audit- 100%Compensation-100%Governance - 100%
Audit– Not ListedCompensation-98.4%AVGGovernance–NotListed
Audit– NotListedCompensation-99.7%AVGGovernance–NotListed
NumberofFinancialExperts 2 AVGof1.9 AVGof2.5
BoardDiversity 22%female0%minority
13%female7%minority
20% female13%minority
Board&CommitteesCompleteAnnualSelf-Evaluations
Myers has an experienced and effective Board focused on shareholder value creation
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C OMMITTEDAND E XPERIENCEDB OARD
» The Board is composed of 9 members,8 of whom are independent
» The Board’s composition includesrelevant expertise from diverse areas:
» Half of the independent directors havejoined the Board since 2014
» Board succession plan in place
» Sales & Marketing» Audit & Risk Management» Strategic Planning» Mergers & Acquisitions» Polymer Manufacturing
» Compensation» Industrial Operations» Finance & Accounting» Distribution» Investment Banking
Board Composition
» 2015: F. Jack Liebau, Jr.» 2015: Bruce Lisman
» 2016: Jane Scaccetti» 2016: Daniel R. Lee
Independent89%
Male78%
Female22%
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0-3 Years 5-7 Years 7-10 Years
E XECUTIVEC OMPENSATION
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P ERFORMANCE -D RIVENC OMPENSATION
» Pay for performance» Reasonable post-employment/change
in control provisions» Double trigger change in control
provisions» Share ownership guidelines» Independent compensation advisors» Tally sheets to evaluate and monitor
NEO compensation» Clawback policy
» Enter into employment contracts» Offer tax gross-ups» Reprice underwater options» Allow cash buyouts of underwater
options» Permit derivative transactions or short
sales by directors, officers oremployees
» Provide perquisites
WHATWEDO WHATWEDON’TDO
Our executive compensation program is designed to implement ourexecutive pay philosophy to attract and retain the best talent in our
industries and pay for performance
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P ERFORMANCE -D RIVENC OMPENSATION
ELEMENTS OF CEO PAY COMPARISON
Compensation Elements 2015 2016Base salary Guaranteed Guaranteed
Annual bonus Budgeted EBITDABudgeted Cashflow
Budgeted operating profitGrowth in operating profit
Budgeted cash flowLong-term incentives Performance cash awards
Stock optionsRestricted stock units
Performance stock unitsStock options
Restricted stock unitsRetirement and other benefits Qualified retirement plan
Supplemental executiveretirement plan
Annual physical examination
Qualified retirement plan
Annual physical examination
Executive perquisites Car allowanceUse of Company’s country club
membership*None
In March, the Compensation Committee approved the below changes to theincentive pay program in an effort to address shareholder concerns
*Use of membership was at user’s own expense
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2016 CEO C OMPENSATIONM IX
» Annual bonus tied to:» Achieving budgeted
operating profit¹» Growth in operating profit¹» Achieving budgeted cash
flow» Long-term incentives:
» Performance stock units» Tied to ROIC achievement over 3
years» Increases stock ownership» Aligned with shareholders’ desire to
improve stock price
» Stock options» Restricted stock units
1. Operating profit more closely aligned with how the Company measures the performance of its businesses.2. If stock options not considered performance based, 66.5% compensation at risk.
TIED TO KEY PERFORMANCE METRICS
Salary22.5%
Annual Bonus22.5%
Service BasedRestricted
Stock11.0%
PerformanceStock Units
33.0%
Stock Options11.0%
2016 CEO Compensation Mix at Target66.5%
PerformanceBased²
11%ServiceBased
22.5%SalaryBased
55%Long-termIncentives
22.5%Short-termIncentives
22.5%SalaryBased
I NTERNALCONTROL OVER FINANCIALREPORTING
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I NTERNALCONTROL OVER FINANCIAL REPORTING
Myers is taking the following actions to further ensure effectiveinternal controls over financial reporting
» Reviewing and updating internal control processes and documentation at everybusiness to identify and remediate control gaps
» Completing balance sheet and account reconciliation reviews at every businessunit twice in calendar year 2016
» All reviews conducted by a member of the corporate controller group
» Supplementing the technical competence of our accounting staff with additionaltraining and resources
» Plan approved by entire Board at April 2016 board meeting
» Providing monthly updates to Audit Committee Chair and quarterly updates to entire auditcommittee
ENHANCING INTERNAL CONTROL STRUCTURE