UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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) March 1, 2011
MYERS INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
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| Ohio
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1-8524
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34-0778636 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification Number) |
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| 1293 South Main Street, Akron, OH
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44301 |
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| (Address of Principal Executive Offices)
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(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.
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
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| Item 5.02. |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers. |
As a
result of discussions between John C, Orr, our President and Chief
Executive Officer, and the Compensation Committee of Myers
Industries, Inc. (the “Company”), on
March 4, 2011 the Board of Directors of the Company approved a severance agreement between the Company and Mr. Orr dated
as of March 1, 2011 (the “Severance Agreement”). The Severance Agreement is
effective as of June 1, 2011 following the expiration of the employment
agreement between the Company and Mr. Orr dated as of June 20, 2008, as
amended. Mr. Orr’s employment agreement will not be renewed. After June 1,
2011, Mr. Orr’s employment by the Company will be employment-at-will. The
Severance Agreement also provides that if Mr. Orr is terminated other than for
cause or if he terminates for good reason, including following a change in
control, any time prior to June 1, 2014, then he is entitled to: (1) three
times Mr. Orr’s annual base salary as in effect on the date of his termination
in a lump sum within thirty (30) days after such termination; (2) an amount
equal to the sum of (A) three times his annual bonus at the highest rate in
effect during the prior three year period plus (B) a pro-rata portion of the
current year target annual bonus within thirty (30) days after such
termination; (3) health coverage for three years; (4) an automobile allowance
for three years; (5) long term disability protection for three years; (6) life
insurance protection for three years; and (7) outplacement services for one
year.
The Severance Agreement provides that if Mr. Orr is terminated other than for
cause or if he terminates for good reason, including following a change in
control, any time during the period from June 1, 2014 until June 1, 2015, then
he is entitled to: (1) two times Mr. Orr’s annual base salary as in effect on
the date of his termination in a lump sum within thirty (30) days after such
termination; (2) an amount equal to the sum of (A) two times his annual bonus
at the highest rate in effect during the prior two year period plus (B) a
pro-rata portion of the current year target annual bonus within thirty (30)
days after such termination; (3) health coverage for two years; (4) an
automobile allowance for two years; (5) long term disability protection for two
years; (6) life insurance protection for two years; and (7) outplacement
services for one year.
The Severance Agreement provides that if Mr. Orr is terminated other than for
cause or if he terminates for good reason, including following a change in
control, any time during the period from June 1, 2015 until June 1, 2016, then
he is entitled to: (1) one times Mr. Orr’s annual base salary as in effect on
the date of his termination in a lump sum within thirty (30) days after such
termination; (2) an amount equal to the sum of (A) one times his annual bonus
at the highest rate in effect during the prior one year period plus (B) a
pro-rata portion of the current year target annual bonus within thirty (30)
days after such termination; (3) health coverage for the applicable period
under Section 4980B of the Internal Revenue Code of 1986, as amended (“IRC”);
(4) an automobile allowance for one year; (5) long term disability protection
for one year; (6) life insurance protection for one year; and (7) outplacement
services for one year.
In addition, the Severance Agreement provides that upon Mr. Orr’s termination
by the Company other than for cause or if he terminates for good reason,
including following a change in control, all of Mr. Orr’s outstanding stock
options and restricted stock awards will become vested, to the extent not
previously forfeited or terminated. Mr. Orr is also subject to a three year
non-compete agreement. The Severance Agreement does not provide IRC Section
280G protection or excise tax gross-up payments.
The
foregoing summary of the Severance Agreement does not purport to be complete
and is qualified in its entirety by reference to the full text of the Severance
Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K
and is incorporated herein by reference.
On
March 4, 2011, the Board of Directors of the Company approved the
execution of the Third Amendment to the Company’s Supplemental Executive
Retirement Plan for John C. Orr (the “SERP Amendment”) effective as of June 1,
2011. The full text of the SERP Amendment is attached as Exhibit 10.2 to this
Current Report on Form 8-K.