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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/05/24 Myers Industries Inc. 10-K 12/31/23 109:16M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 3.09M
2: EX-10.16 Material Contract HTML 250K
3: EX-10.28 Material Contract HTML 31K
4: EX-21 Subsidiaries List HTML 37K
5: EX-23 Consent of Expert or Counsel HTML 32K
9: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 58K
Awarded Compensation
6: EX-31.1 Certification -- §302 - SOA'02 HTML 36K
7: EX-31.2 Certification -- §302 - SOA'02 HTML 36K
8: EX-32 Certification -- §906 - SOA'02 HTML 35K
11: R1 Document and Entity Information HTML 103K
12: R2 Consolidated Statements of Operations HTML 95K
13: R3 Consolidated Statements of Comprehensive Income HTML 59K
(Loss)
14: R4 Consolidated Statements of Comprehensive Income HTML 34K
(Loss) (Parenthetical)
15: R5 Consolidated Statements of Financial Position HTML 150K
16: R6 Consolidated Statements of Financial Position HTML 51K
(Parenthetical)
17: R7 Consolidated Statements of Shareholders' Equity HTML 104K
18: R8 Consolidated Statement of Shareholders' Equity HTML 38K
(Parenthetical)
19: R9 Consolidated Statements of Cash Flows HTML 122K
20: R10 Pay vs Performance Disclosure HTML 43K
21: R11 Insider Trading Arrangements HTML 37K
22: R12 Summary of Significant Accounting Policies HTML 162K
23: R13 Revenue Recognition HTML 151K
24: R14 Acquisitions HTML 97K
25: R15 Goodwill and Intangible Assets HTML 128K
26: R16 Net Income Per Common Share HTML 50K
27: R17 Restructuring HTML 43K
28: R18 Other Liabilities HTML 67K
29: R19 Stock Compensation HTML 110K
30: R20 Contingencies HTML 97K
31: R21 Long-Term Debt and Loan Agreements HTML 87K
32: R22 Income Taxes HTML 197K
33: R23 Retirement Plans HTML 132K
34: R24 Leases HTML 175K
35: R25 Segments HTML 142K
36: R26 Subsequent Events HTML 46K
37: R27 Summary of Significant Accounting Policies HTML 209K
(Policies)
38: R28 Summary of Significant Accounting Policies HTML 136K
(Tables)
39: R29 Revenue Recognition (Tables) HTML 141K
40: R30 Acquisitions (Tables) HTML 92K
41: R31 Goodwill and Intangible Assets (Tables) HTML 122K
42: R32 Net Income Per Common Share (Tables) HTML 48K
43: R33 Other Liabilities (Tables) HTML 68K
44: R34 Stock Compensation (Tables) HTML 100K
45: R35 Long-Term Debt and Loan Agreements (Tables) HTML 69K
46: R36 Income Taxes (Tables) HTML 197K
47: R37 Retirement Plans (Tables) HTML 127K
48: R38 Leases (Tables) HTML 175K
49: R39 Segments (Tables) HTML 135K
50: R40 Summary of Significant Accounting Policies - HTML 77K
Additional Information (Details)
51: R41 Summary of Significant Accounting Policies - HTML 39K
Summary of Changes in Allowance for Credit Losses
(Details)
52: R42 Summary of Significant Accounting Policies - HTML 39K
Summary of Determination Cost of Inventories
(Details)
53: R43 Summary of Significant Accounting Policies - HTML 44K
Schedule of Estimated Useful Lives of the Assets
(Details)
54: R44 Summary of Significant Accounting Policies - HTML 46K
Schedule of Property Plant and Equipment by Major
Assets Class (Details)
55: R45 Summary of Significant Accounting Policies - The HTML 60K
Balances in the Company's Accumulated Other
Comprehensive Income (Loss) (Details)
56: R46 Summary of Significant Accounting Policies - The HTML 34K
Balances in the Company's Accumulated Other
Comprehensive Income (Loss) (Parenthetical)
(Details)
57: R47 Revenue Recognition - Schedule of Revenue by Major HTML 75K
Market (Details)
58: R48 Revenue Recognition - Schedule of Balances HTML 48K
Included in Consolidated Statements of Financial
Position Related to Revenue Recognition (Details)
59: R49 Revenue Recognition - Additional Information HTML 43K
(Details)
60: R50 Acquisitions - Additional Information (Details) HTML 46K
61: R51 Acquisitions - Summary of Allocation of Purchase HTML 94K
Price Based on Estimated Fair Value of Assets
Acquired and Liabilities Assumed - Mohawk
(Details)
62: R52 Acquisitions - Summary of Intangible Assets - HTML 44K
Mohawk (Details)
63: R53 Goodwill and Intangible Assets - Additional HTML 53K
Information (Details)
64: R54 Goodwill and Intangible Assets - Change in HTML 49K
Goodwill (Details)
65: R55 Goodwill and Intangible Assets - Intangible Assets HTML 60K
(Details)
66: R56 Discontinued Operations - Additional Information HTML 34K
(Details)
67: R57 Net Income Per Common Share (Details) HTML 39K
68: R58 Net Income Per Common Share - Additional HTML 34K
Information (Details)
69: R59 Restructuring - Additional Information (Details) HTML 64K
70: R60 Other Liabilities - Schedule of Other Current HTML 47K
Liabilities (Details)
71: R61 Other Liabilities - Schedule of Other Liabilities HTML 45K
(Long-term) (Details)
72: R62 Stock Compensation - Additional Information HTML 81K
(Details)
73: R63 Stock Compensation - Summary of Stock Option HTML 67K
Activity for the Period (Details)
74: R64 Stock Compensation - Options outstanding and HTML 43K
exercisable (Details)
75: R65 Stock Compensation - Summary of Combined HTML 53K
Restricted Stock Units Including Performance Based
Restricted Stock Units and Restricted Stock
Activity (Details)
76: R66 Contingencies - Additional Information (Details) HTML 101K
77: R67 Contingencies - Schedule of Contingencies Reserve HTML 57K
Balance (Details)
78: R68 Contingencies - Schedule of Contingencies Reserve HTML 64K
Balance (Paranthetical) (Details)
79: R69 Long-Term Debt and Loan Agreements - Schedule of HTML 59K
Long Term Debt (Details)
80: R70 Long-Term Debt and Loan Agreements - Schedule of HTML 49K
Long Term Debt (Parenthetical) (Details)
81: R71 Long-Term Debt and Loan Agreements - Additional HTML 113K
Information (Details)
82: R72 Long-Term Debt and Loan Agreements - Schedule of HTML 46K
Debt Ratios (Details)
83: R73 Income Taxes - Additional Information (Details) HTML 48K
84: R74 Income Taxes - Reconciliation of the Federal HTML 53K
Statutory Income Tax Rate to the Company's
Effective Tax Rate (Details)
85: R75 Income Taxes - Income (Loss) from Continuing HTML 41K
Operations Before Income Taxes (Details)
86: R76 Income Taxes - Income Tax Expense (Benefit) from HTML 59K
Continuing Operations (Details)
87: R77 Income Taxes - Significant Components of the HTML 77K
Company's Deferred Taxes (Details)
88: R78 Income Taxes - Activity Related to the Company's HTML 39K
Unrecognized Tax Benefits (Details)
89: R79 Retirement Plans - Net Periodic Pension Cost of HTML 54K
Plan (Details)
90: R80 Retirement Plans - Reconciliation of Changes in HTML 61K
Plan's Projected Benefit Obligations and Assets
(Details)
91: R81 Retirement Plans - Additional Information HTML 55K
(Details)
92: R82 Retirement Plans - Assumptions Used to Determine HTML 40K
the Net Periodic Benefit Cost and Benefit
Obligations (Details)
93: R83 Retirement Plans - Weighted Average Asset HTML 39K
Allocations for Plan (Details)
94: R84 Retirement Plans - Benefit Payments Projected for HTML 45K
the Plan (Details)
95: R85 Leases - Additional Information (Details) HTML 41K
96: R86 Leases - Summary of Amounts Included in the HTML 55K
Consolidated Statements of Financial Position
(Details)
97: R87 Leases - Summary of Components of Lease Expense HTML 48K
(Details)
98: R88 Leases - Summary of Supplemental Cash Flow HTML 45K
Information Related to Leases (Details)
99: R89 Leases - Summary of Lease Term and Discount Rate HTML 40K
(Details)
100: R90 Leases - Maturity of Lease Liabilities (Details) HTML 86K
101: R91 Segments - Additional Information (Details) HTML 53K
102: R92 Segments - Schedule of reporting information by HTML 84K
segment (Details)
103: R93 Segments - Schedule of reporting information by HTML 60K
segment (Parenthetical) (Details)
104: R94 Subsequent Events - Additional Information HTML 104K
(Details)
106: XML IDEA XML File -- Filing Summary XML 207K
109: XML XBRL Instance -- mye-20231231_htm XML 3.95M
105: EXCEL IDEA Workbook of Financial Report Info XLSX 210K
10: EX-101.SCH XBRL Taxonomy Extension Schema With Embedded XSD 5.54M
Linkbases Document -- mye-20231231
107: JSON XBRL Instance as JSON Data -- MetaLinks 765± 1.22M
108: ZIP XBRL Zipped Folder -- 0000950170-24-025847-xbrl Zip 1.24M
| EX-97.1 |
Exhibit 97.1
CLAWBACK POLICY
as Amended and Restated effective October 25, 2023
POLICY FOR THE RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION
1. Purpose. The purpose of this Policy is to describe the circumstances in which Executive Officers will be required to repay or return Erroneously Awarded Compensation to members of the Company Group. This Policy replaces and supersedes the Clawback Policy previously adopted by the Company except with respect to any Incentive Compensation received before October 2, 2023 as defined in and subject to the terms and conditions of the prior Clawback Policy. Each Executive Officer shall be required to sign and return to the Company the Acknowledgement Form attached hereto as Exhibit A acknowledging that such Executive Officer will be bound by the terms and comply with this Policy, although this Policy will apply to each Executive Officer regardless of whether the Acknowledgement Form is signed and returned to the Company.
2. Administration. This Policy shall be administered by the Committee. Any determinations made by the Committee shall be final and binding on all affected individuals.
3. Definitions. For purposes of this Policy, the following capitalized terms shall have the meanings set forth below:
(a) “Accounting Restatement” shall mean an accounting restatement (i) due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial restatements that is material to the previously issued financial statements (a “Big R” restatement), or (ii) that corrects an error that is not material to previously issued financial statements, but would result in a material misstatement if the error were not corrected the current period or left uncorrected in the current period (a “little r” restatement).
(b) “Board” shall mean the Board of Directors of the Company.
(c) “Clawback Eligible Incentive Compensation” shall mean, in connection with an Accounting Restatement and with respect to each individual who served as an Executive Officer at any time during the applicable performance period for any Incentive-based Compensation (whether or not such Executive Officer is serving at the time the Erroneously Awarded Compensation is required to be repaid to the Company Group), all Incentive-based Compensation Received by such Executive Officer (i) on or after October 2, 2023, (ii) after beginning service as an Executive Officer, (iii) while the Company has a class of securities listed on a national securities exchange or a national securities association, and (iv) during the applicable Clawback Period.
(d) “Clawback Period” shall mean, with respect to any Accounting Restatement, the three completed fiscal years of the Company immediately preceding the Restatement Date and any
transition period (that results from a change in the Company’s fiscal year) of less than nine months within or immediately following those three completed fiscal years.
(e) “Code” shall mean the Internal Revenue Code of 1986, as amended.
(f) “Committee” shall mean the Compensation and Management Development Committee of the Board.
(g) “Company” shall mean Myers Industries, Inc., an Ohio corporation.
(h) “Company Group” shall mean the Company, together with each of its direct and indirect subsidiaries.
(i) “Effective Date” shall mean October 25, 2023.
(j) “Erroneously Awarded Compensation” shall mean, with respect to each Executive Officer in connection with an Accounting Restatement, the amount of Clawback Eligible Incentive Compensation that exceeds the amount of Incentive-based Compensation that otherwise would have been Received had it been determined based on the restated amounts, computed without regard to any taxes paid.
(k) “Executive Officer” shall mean the Company’s president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the Company’s controller), any vice president of the Company in charge of a principal business unit, division, or function (such as sales, administration, or finance), any other officer who performs a policy-making function, or any other person who performs similar policy-making functions for the Company. Executive officers of the Company’s subsidiaries are deemed executive officer of the Company if they perform such policy-making functions for the Company. Policy-making function, for purposes of this definition, is not intended to include policy-making functions that are not significant. Identification of an executive officer for purposes of this Policy would include at a minimum executive officers identified pursuant to 17 C.F.R. 229.401(b).
(l) “Financial Reporting Measures” shall mean measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and all other measures that are derived wholly or in part from such measures. Stock price and total shareholder return (and any measures that are derived wholly or in part from stock price or total shareholder return) shall for purposes of this Policy be considered Financial Reporting Measures. For the avoidance of doubt, a Financial Reporting Measure need not be presented in the Company’s financial statements or included in a filing with the SEC.
(m) “Incentive-based Compensation” shall mean any compensation that is granted, earned or vested based wholly or in part upon the attainment of a Financial Reporting Measure.
(n) “Listing Rule” shall mean Section 303A.14 of the NYSE Listed Company Manual.
(o) “NYSE American” shall mean NYSE American LLC.
(p) “Policy” shall mean this Policy for the Recovery of Erroneously Awarded Compensation, as the same may be amended and/or restated from time to time.
(q) “Received” shall, with respect to any Incentive-based Compensation, mean actual or deemed receipt, and Incentive-based Compensation shall be deemed received in the Company’s fiscal period during which the Financial Reporting Measure specified in the Incentive-based Compensation award is attained, even if payment or grant of the Incentive-based Compensation occurs after the end of that period.
(r) “Restatement Date” shall mean the earlier to occur of (i) the date the Board, a committee of the Board or the officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement, or (ii) the date of court, regulator or other legally authorized body directs the Company to prepare an Accounting Restatement.
(s) “SEC” shall mean the U.S. Securities and Exchange Commission.
4. Repayment of Erroneously Awarded Compensation.
(a) In the event of an Accounting Restatement, the Committee shall reasonably promptly determine the amount of any Erroneously Awarded Compensation for each Executive Officer in connection with such Accounting Restatement and shall promptly thereafter provide each Executive Officer with a written notice containing the amount of Erroneously Awarded Compensation and a demand for repayment or return, as applicable. For Incentive-based Compensation based on (or derived from) stock price or total shareholder return where the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in the applicable Accounting Restatement, the amount shall be determined by the Committee based on a reasonable estimate of the effect of the Accounting Restatement on the stock price or total shareholder return upon which the Incentive-based Compensation was Received (in which case, the Company shall maintain documentation of such determination of that reasonable estimate and provide such documentation to NYSE American).
(b) The Committee shall have broad discretion to determine the appropriate means of recovery of Erroneously Awarded Compensation based on all applicable facts and circumstances and taking into account the time value of money and the cost to shareholders of delaying recovery, to the extent permitted under the Listing Rule and in compliance with (or pursuant to an exemption from the application of) Section 409A of the Code, which may include without limitation (i) seeking reimbursement of all or part of any cash or equity-based award, (ii) cancelling prior cash or equity-based awards, (iii) canceling or offsetting against any future payable or planned compensation (including, without limitation, base salary or cash or equity-based awards), (iv) forfeiture of deferred compensation, and (v) any other method authorized by applicable law or contract. No action taken by the Company to recover Erroneously Awarded Compensation under this Policy from an Executive Officer, whether alone or in combination with any other action, event or condition, shall be deemed to constitute (x) “good reason” for resignation or to serve as a basis for a claim of constructive termination under any benefits or compensation arrangement applicable to such Executive Officer, or (y) a breach of a contract or other arrangement to which such Executive Officer is a party.
(c) To the extent that an Executive Officer fails to repay all Erroneously Awarded Compensation to the Company Group when due (as determined in accordance with Section 4(b) above), the Company shall, or shall cause one or more other members of the Company Group to, take all actions reasonable and appropriate to recover such Erroneously Awarded Compensation from the applicable Executive Officer. The applicable Executive Officer shall be required to reimburse the Company Group for any and all expenses reasonably incurred (including legal fees) by the Company Group in recovering such Erroneously Awarded Compensation in accordance with the immediately preceding sentence.
(d) Notwithstanding anything herein to the contrary, the Company shall not be required to take the actions contemplated by Section 4(b) above if the following conditions are met and the Committee determines that recovery would be impracticable:
(i) The direct expenses paid to a third party to assist in enforcing the Policy against an Executive Officer would exceed the amount to be recovered, after the Company has made a reasonable attempt to recover the applicable Erroneously Awarded Compensation, documented such reasonable attempt(s) to recover and provided such documentation to NYSE American;
(ii) Recovery would violate home country law where that law was adopted prior to November 28, 2022, provided that, before determining that it would be impracticable to recover any amount of Erroneously Awarded Compensation based on violation of home country law, the Company has obtained an opinion of home country counsel, acceptable to NYSE American, that recovery would result in such a violation and a copy of such opinion is provided to NYSE American; or
(iii) Recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company Group, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder.
5. Reporting and Disclosure. The Company shall file all disclosures with respect to this Policy in accordance with the requirement of the federal securities laws, including the disclosure required by the applicable SEC filings.
6. Indemnification Prohibition. No member of the Company Group shall be permitted to indemnify any Executive Officer against (a) the loss of any Erroneously Awarded Compensation that is repaid, returned or recovered pursuant to the terms of this Policy, or (b) any claims relating to the Company Group’s enforcement of its rights under this Policy. Further, no member of the Company Group shall enter into any agreement that exempts any Incentive-based Compensation from the application of this Policy or that waives the Company Group’s right to recovery of any Erroneously Awarded Compensation and this Policy shall supersede any such agreement (whether entered into before, on or after the Effective Date).
7. Interpretation. The Committee is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate, or advisable for the administration of this Policy.
8. Effective Date. This Policy shall be effective as of the Effective Date.
9. Amendment; Termination. The Committee may amend this Policy from time to time in its discretion and shall amend this Policy as the Committee deems necessary, including as and when the Committee determines that it is legally required by any federal securities laws, SEC rule or the rules of any national securities exchange or national securities association on which the Company’s securities are listed. The Committee may terminate this Policy at any time. Notwithstanding anything in this Section 9 to the contrary, no amendment or termination of this Policy shall be effective if such amendment or termination would (after taking into account any actions taken by the Company contemporaneously with such amendment or termination) cause the Company to violate any federal securities laws, SEC rule or the rules of any national securities exchange or national securities association on which the Company’s securities are listed.
10. Other Recoupment Rights; No Additional Payments. The Committee intends that this Policy will be applied to the fullest extent of the law. The Committee may require that any employment agreement, equity award agreement, or any other agreement entered into on or after the Effective Date shall, as a condition to the grant of any benefit thereunder, require an Executive Officer to agree to abide by the terms of this Policy. Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company Group under applicable law, regulation or rule or pursuant to the terms of any similar policy in any employment agreement, equity award agreement, or similar agreement and any other legal remedies available to the Company Group, including but not limited to Section 304 of the Sarbanes-Oxley Act of 2002 (15 U.S.C. § 7243). Notwithstanding the foregoing, there shall be no duplication of recovery of the same Erroneously Awarded Compensation under this Policy and any such rights of recovery, unless required by applicable law.
11. Successors. This Policy shall be binding and enforceable against all Executive Officers and their beneficiaries, heirs, executors, administrators or other legal representatives.
* * *
Change Record:
Rev. |
Effective Date |
Corporate Sponsor |
Reason for revision |
Original |
03/05/2015 |
|
New policy
|
001 |
|
Amended and restated |
|
002 |
Legal |
Amended |
|
003 |
Legal |
Amended and restated |
Exhibit A
POLICY FOR THE RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION
ACKNOWLEDGEMENT FORM
By signing below, the undersigned acknowledges and confirms that the undersigned has received and reviewed a copy of the Myers Industries, Inc. Policy for the Recovery of Erroneously Awarded Compensation (the “Policy”). Capitalized terms used but not otherwise defined in this Acknowledgement Form (this “Acknowledgement Form”) shall have the meanings ascribed to such terms in the Policy.
By signing this Acknowledgement Form, the undersigned acknowledges and agrees that the undersigned is and will continue to be subject to the Policy and that the Policy will apply both during and after the undersigned’s employment with the Company Group. Further, by signing below, the undersigned agrees to abide by the terms of the Policy, including, without limitation, by returning any Erroneously Awarded Compensation (as defined in the Policy) to the Company Group to the extent required by, and in a manner permitted by, the Policy.
________________________________ Signature
________________________________ Printed Name
________________________________
Date
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/5/24 | 8-K | ||
| For Period end: | 12/31/23 | |||
| 10/25/23 | ||||
| 10/2/23 | ||||
| 11/28/22 | ||||
| 8/1/20 | ||||
| 8/1/19 | ||||
| List all Filings | ||||