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Avient Corp. – ‘10-K’ for 12/31/23 – ‘EX-97.1’

On:  Tuesday, 2/20/24, at 12:52pm ET   ·   For:  12/31/23   ·   Accession #:  1122976-24-19   ·   File #:  1-16091

Previous ‘10-K’:  ‘10-K’ on 2/22/23 for 12/31/22   ·   Latest ‘10-K’:  This Filing   ·   30 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size

 2/20/24  Avient Corp.                      10-K       12/31/23  113:11M

Annual Report   —   Form 10-K   —   SEA’34

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   2.03M 
 2: EX-10.19    Material Contract                                   HTML     36K 
 3: EX-10.29    Material Contract                                   HTML    121K 
 4: EX-21.1     Subsidiaries List                                   HTML    107K 
 5: EX-23.1     Consent of Expert or Counsel                        HTML     35K 
10: EX-97.1     Clawback Policy re: Recovery of Erroneously         HTML     41K 
                Awarded Compensation                                             
 6: EX-31.1     Certification -- §302 - SOA'02                      HTML     34K 
 7: EX-31.2     Certification -- §302 - SOA'02                      HTML     34K 
 8: EX-32.1     Certification -- §906 - SOA'02                      HTML     32K 
 9: EX-32.2     Certification -- §906 - SOA'02                      HTML     32K 
16: R1          Cover Page                                          HTML     98K 
17: R2          Audit Information                                   HTML     36K 
18: R3          Consolidated Statements of Income                   HTML    153K 
19: R4          Consolidated Statements of Comprehensive Income     HTML     69K 
20: R5          Consolidated Balance Sheets                         HTML    155K 
21: R6          Consolidated Balance Sheets (Parenthetical)         HTML     39K 
22: R7          Consolidated Statements of Cash Flows               HTML    121K 
23: R8          Consolidated Statements of Shareholders' Equity     HTML    100K 
24: R9          Consolidated Statements of Shareholders' Equity     HTML     32K 
                (Parenthetical)                                                  
25: R10         DESCRIPTION Of BUSINESS AND SUMMARY OF SIGNIFICANT  HTML     89K 
                ACCOUNTING POLICIES                                              
26: R11         Business Combinations                               HTML     65K 
27: R12         Discontinued Operations                             HTML     47K 
28: R13         Goodwill and Intangible Assets                      HTML     77K 
29: R14         Employee Separation and Restructuring Costs         HTML     61K 
30: R15         Financing Arrangements                              HTML     83K 
31: R16         Leasing Arrangements                                HTML     52K 
32: R17         Inventories, Net                                    HTML     39K 
33: R18         Property, Net                                       HTML     42K 
34: R19         Other Balance Sheet Liabilities                     HTML     58K 
35: R20         Employee Benefit Plans                              HTML    219K 
36: R21         Commitments and Contingencies                       HTML     52K 
37: R22         Income Taxes                                        HTML    144K 
38: R23         Share-Based Compensation                            HTML     70K 
39: R24         Segment Information                                 HTML    109K 
40: R25         Derivatives and Hedging                             HTML     45K 
41: R26         DESCRIPTION Of BUSINESS AND SUMMARY OF SIGNIFICANT  HTML    113K 
                ACCOUNTING POLICIES (Policies)                                   
42: R27         DESCRIPTION Of BUSINESS AND SUMMARY OF SIGNIFICANT  HTML     61K 
                ACCOUNTING POLICIES (Tables)                                     
43: R28         Business Combinations (Tables)                      HTML     63K 
44: R29         Discontinued Operations (Tables)                    HTML     49K 
45: R30         Goodwill and Intangible Assets (Tables)             HTML    111K 
46: R31         Employee Separation and Restructuring Costs         HTML     62K 
                (Tables)                                                         
47: R32         Financing Arrangements (Tables)                     HTML     79K 
48: R33         Leasing Arrangements (Tables)                       HTML     51K 
49: R34         Inventories, Net (Tables)                           HTML     40K 
50: R35         Property, Net (Tables)                              HTML     41K 
51: R36         Other Balance Sheet Liabilities (Tables)            HTML     58K 
52: R37         Employee Benefit Plans (Tables)                     HTML    227K 
53: R38         Commitments and Contingencies (Tables)              HTML     43K 
54: R39         Income Taxes (Tables)                               HTML    142K 
55: R40         Share-Based Compensation (Tables)                   HTML     67K 
56: R41         Segment Information (Tables)                        HTML    101K 
57: R42         Derivatives and Hedging (Tables)                    HTML     37K 
58: R43         DESCRIPTION Of BUSINESS AND SUMMARY OF SIGNIFICANT  HTML     53K 
                ACCOUNTING POLICIES - Narrative (Details)                        
59: R44         DESCRIPTION Of BUSINESS AND SUMMARY OF SIGNIFICANT  HTML     66K 
                ACCOUNTING POLICIES - Schedule Of Accumulated                    
                Other Comprehensive Income (Loss) (Details)                      
60: R45         BUSINESS COMBINATIONS - Narrative (Details)         HTML     47K 
61: R46         BUSINESS COMBINATIONS - Schedule of Purchase Price  HTML    107K 
                Allocation (Details)                                             
62: R47         BUSINESS COMBINATIONS - Schedule of Pro Forma       HTML     36K 
                Information Sales and Income from Continuing                     
                Operations (Details)                                             
63: R48         DISCONTINUED OPERATIONS - Narrative (Details)       HTML     45K 
64: R49         DISCONTINUED OPERATIONS - Schedule of Discontinued  HTML     56K 
                Operations (Details)                                             
65: R50         GOODWILL AND INTANGIBLE ASSETS -Schedule of         HTML     45K 
                Goodwill and Changes in Carrying Amount of                       
                Goodwill by Operating Segment (Details)                          
66: R51         GOODWILL AND INTANGIBLE ASSETS - Schedule of        HTML     61K 
                Indefinite and Finite-Lived Intangible Assets                    
                (Details)                                                        
67: R52         GOODWILL AND INTANGIBLE ASSETS - Narrative          HTML     33K 
                (Details)                                                        
68: R53         GOODWILL AND INTANGIBLE ASSETS - Schedule of        HTML     42K 
                Future Amortization (Details)                                    
69: R54         EMPLOYEE SEPARATION AND RESTRUCTURING COSTS -       HTML     49K 
                Narrative (Details)                                              
70: R55         EMPLOYEE SEPARATION AND RESTRUCTURING COSTS -       HTML     48K 
                Schedule of Integration Restructuring (Details)                  
71: R56         EMPLOYEE SEPARATION AND RESTRUCTURING COSTS -       HTML     43K 
                Income Statement (Details)                                       
72: R57         FINANCING ARRANGEMENTS - Schedule of Components of  HTML     88K 
                Debt (Details)                                                   
73: R58         FINANCING ARRANGEMENTS - Narrative (Details)        HTML     80K 
74: R59         FINANCING ARRANGEMENTS - Schedule of Maturities of  HTML     50K 
                Long-term Debt (Details)                                         
75: R60         LEASING ARRANGEMENTS - Schedule of Lease Cost       HTML     38K 
                (Details)                                                        
76: R61         LEASING ARRANGEMENTS - Narrative (Details)          HTML     37K 
77: R62         LEASING ARRANGEMENTS - Schedule of Maturity of      HTML     49K 
                Lease Liabilities (Details)                                      
78: R63         INVENTORIES, NET - Schedule of Components of        HTML     40K 
                Inventories, Net (Details)                                       
79: R64         PROPERTY, NET - Schedule of Components of           HTML     45K 
                Property, Net (Details)                                          
80: R65         PROPERTY, NET - Narrative (Details)                 HTML     32K 
81: R66         OTHER BALANCE SHEET LIABILITIES - Schedule Of       HTML     85K 
                Components Of Other Liabilities (Details)                        
82: R67         EMPLOYEE BENEFIT PLANS - Schedule of Change in      HTML     79K 
                Benefit Obligation, Change in Plan Assets and                    
                Components of Funded Status (Details)                            
83: R68         EMPLOYEE BENEFIT PLANS - Schedule of Amounts        HTML     46K 
                Included In Consolidated Balance Sheets (Details)                
84: R69         EMPLOYEE BENEFIT PLANS - Schedule of Projected and  HTML     46K 
                Accumulated Benefit Obligations in Excess of Plan                
                Assets (Details)                                                 
85: R70         EMPLOYEE BENEFIT PLANS - Schedule of Weighted       HTML     46K 
                Average Assumptions Used to Determine Net Periodic               
                Benefit Cost and Benefit Obligation (Details)                    
86: R71         EMPLOYEE BENEFIT PLANS - Schedule of Components of  HTML     57K 
                Net Period Benefit Cost or Gain (Details)                        
87: R72         EMPLOYEE BENEFIT PLANS - Narrative (Details)        HTML     43K 
88: R73         EMPLOYEE BENEFIT PLANS - Schedule of Weighted       HTML     48K 
                Average Assumptions Used to Determine Net Periodic               
                Benefit Costs (Details)                                          
89: R74         EMPLOYEE BENEFIT PLANS - Schedule of Fair Values    HTML     82K 
                of Pension Plan Assets (Details)                                 
90: R75         EMPLOYEE BENEFIT PLANS - Schedule of Estimated      HTML     48K 
                Future Benefit Payments (Details)                                
91: R76         EMPLOYEE BENEFIT PLANS - Schedule of Contributions  HTML     32K 
                to the Retirement Savings Plan (Details)                         
92: R77         COMMITMENTS AND CONTINGENCIES- Narrative (Details)  HTML     45K 
93: R78         COMMITMENTS AND CONTINGENCIES - Schedule Of         HTML     41K 
                Changes In Environmental Accrued Liabilities                     
                (Details)                                                        
94: R79         INCOME TAXES - Schedule of Income (Loss) Before     HTML     40K 
                Income Taxes (Details)                                           
95: R80         INCOME TAXES - Schedule of Income Tax Expense       HTML     50K 
                (Details)                                                        
96: R81         INCOME TAXES - Schedule of Effective Income Tax     HTML     71K 
                Rate Reconciliation (Details)                                    
97: R82         INCOME TAXES - Narrative (Details)                  HTML     87K 
98: R83         INCOME TAXES - Schedule of Components of Deferred   HTML     78K 
                Tax Liabilities and Assets (Details)                             
99: R84         INCOME TAXES - Schedule of Changes in Unrecognized  HTML     46K 
                Tax Benefits (Details)                                           
100: R85         SHARE-BASED COMPENSATION - Narrative (Details)      HTML     82K  
101: R86         SHARE-BASED COMPENSATION- Schedule of Compensation  HTML     48K  
                Expense (Details)                                                
102: R87         SHARE-BASED COMPENSATION -Schedule of Assumptions   HTML     52K  
                Related to Grants (Details)                                      
103: R88         SHARE-BASED COMPENSATION - Schedule of Stock        HTML     71K  
                Appreciation Rights (Details)                                    
104: R89         SEGMENT INFORMATION - Narrative (Details)           HTML     32K  
105: R90         SEGMENT INFORMATION- Schedule of Segment            HTML     58K  
                Information (Details)                                            
106: R91         SEGMENT INFORMATION - Schedule of Revenue and       HTML     66K  
                Long-Lived Assets (Details)                                      
107: R92         DERIVATIVES AND HEDGING - Narrative (Details)       HTML     57K  
108: R93         DERIVATIVES AND HEDGING - Schedule of Fair Value    HTML     39K  
                of Derivatives (Details)                                         
110: XML         IDEA XML File -- Filing Summary                      XML    201K  
113: XML         XBRL Instance -- avnt-20231231_htm                   XML   2.84M  
109: EXCEL       IDEA Workbook of Financial Report Info              XLSX    196K  
12: EX-101.CAL  XBRL Calculations -- avnt-20231231_cal               XML    364K 
13: EX-101.DEF  XBRL Definitions -- avnt-20231231_def                XML    862K 
14: EX-101.LAB  XBRL Labels -- avnt-20231231_lab                     XML   2.29M 
15: EX-101.PRE  XBRL Presentations -- avnt-20231231_pre              XML   1.39M 
11: EX-101.SCH  XBRL Schema -- avnt-20231231                         XSD    229K 
111: JSON        XBRL Instance as JSON Data -- MetaLinks              648±  1.00M  
112: ZIP         XBRL Zipped Folder -- 0001122976-24-000019-xbrl      Zip    527K  


‘EX-97.1’   —   Clawback Policy re: Recovery of Erroneously Awarded Compensation


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Exhibit 97.1
AVIENT CORPORATION

Compensation Clawback Policy
Effective October 2, 2023

Purpose

As required pursuant to the listing standards of the New York Stock Exchange (the “Stock Exchange”), Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 10D-1 under the Exchange Act, the Board of Directors (the “Board”) of Avient Corporation (the “Company”) has adopted this Compensation Clawback Policy (the “Policy”) to empower the Company to recover Covered Compensation (as defined below) erroneously awarded to a Covered Officer (as defined below) in the event of an Accounting Restatement (as defined below).

Notwithstanding anything in this Policy to the contrary, at all times, this Policy remains subject to interpretation and operation in accordance with the final rules and regulations promulgated by the U.S. Securities and Exchange Commission (the “SEC”), the final listing standards adopted by the Stock Exchange, and any applicable SEC or Stock Exchange guidance or interpretations issued from time to time regarding such Covered Compensation recovery requirements (collectively, the “Current Existing Guidance”). Questions regarding this Policy should be directed to the Company’s General Counsel.

Policy Statement

Unless a Clawback Exception (as defined below) applies, the Company will recover reasonably promptly from each Covered Officer the Covered Compensation Received (as defined below) by such Covered Officer in the event that the Company is required to prepare an accounting restatement 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 statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (each, an “Accounting Restatement”). If a Clawback Exception applies with respect to a Covered Officer, the Company may forgo such recovery under this Policy from such Covered Officer.

Covered Officers

For purposes of this Policy, “Covered Officer” is defined as any current or former “Section 16 officer” of the Company within the meaning of Rule 16a-1(f) under the Exchange Act, as determined by the Board or the Compensation Committee of the Board (the “Committee”). Covered Officers include, at a minimum, “executive officers” as defined in Rule 3b-7 under the Exchange Act and identified under Item 401(b) of Regulation S-K.





Covered Compensation

For purposes of this Policy:

Covered Compensation” is defined as the amount of Incentive-Based Compensation (as defined below) Received during the applicable Recovery Period (as defined below) that exceeds the amount of Incentive-Based Compensation that otherwise would have been Received during such Recovery Period had it been determined based on the relevant restated amounts, and computed without regard to any taxes paid.

Incentive-Based Compensation Received by a Covered Officer will only qualify as Covered Compensation if: (i) it is Received on or after October 2, 2023; (ii) it is Received after such Covered Officer begins service as a Covered Officer; (iii) such Covered Officer served as a Covered Officer at any time during the performance period for such Incentive-Based Compensation; and (iv) it is Received while the Company has a class of securities listed on a national securities exchange or a national securities association.

For Incentive-Based Compensation based on stock price or total shareholder return, where the amount of erroneously awarded Covered Compensation is not subject to mathematical recalculation directly from the information in an Accounting Restatement, the amount of such Incentive-Based Compensation that is deemed to be Covered Compensation will be 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, and the Company will maintain and provide to the Stock Exchange documentation of the determination of such reasonable estimate.

Incentive-Based Compensation” is defined as any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a Financial Reporting Measure (as defined below).

Financial Reporting Measure” is defined as a measure that is determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures that are derived wholly or in part from such measures. Stock price and total shareholder return are also Financial Reporting Measures.

Incentive-Based Compensation is 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 the payment or grant of the Incentive-Based Compensation occurs after the end of that period.

Recovery Period

For purposes of this Policy, the applicable “Recovery Period” is defined as the three completed fiscal years immediately preceding the Trigger Date (as defined below).

For purposes of this Policy, the “Trigger Date” as of which the Company is required to prepare an Accounting Restatement is the earlier to occur of: (i) the date that the Board, applicable Board committee, or officers authorized to take action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare the Accounting Restatement or (ii) the date a court, regulator, or other legally authorized body directs the Company to prepare the Accounting Restatement.



Clawback Exceptions

The Company is required to recover all Covered Compensation Received by a Covered Officer in the event of an Accounting Restatement unless (i) one of the following conditions are met and (ii) the Committee has made a determination that recovery would be impracticable in accordance with Rule 10D-1 under the Exchange Act (under such circumstances, a “Clawback Exception” applies):

the direct expense paid to a third party to assist in enforcing this Policy would exceed the amount to be recovered (and the Company has already made a reasonable attempt to recover such erroneously awarded Covered Compensation from such Covered Officer, has documented such reasonable attempt(s) to recover, and has provided such documentation to the Stock Exchange);

recovery would violate home country law that was adopted prior to November 28, 2022 (and the Company has already obtained an opinion of home country counsel, acceptable to the Stock Exchange, that recovery would result in such a violation, and provided such opinion to the Stock Exchange); or

recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of Section 401(a)(13) or Section 411(a) of the Internal Revenue Code and regulations thereunder.

Prohibitions

The Company is prohibited from paying or reimbursing the cost of insurance for, or indemnifying, any Covered Officer against the loss of erroneously awarded Covered Compensation.

Administration and Interpretation

The Committee will administer this Policy in accordance with the Current Existing Guidance, and will have full and exclusive authority and discretion to supplement, amend, repeal, interpret, terminate, construe, modify, replace and/or enforce (in whole or in part) this Policy, including the authority to correct any defect, supply any omission or reconcile any ambiguity, inconsistency or conflict in the Policy, subject to the Current Existing Guidance. The Committee will review the Policy from time to time and will have full and exclusive authority to take any action it deems appropriate.

The Committee will have the authority to offset any compensation or benefit amounts that become due to the applicable Covered Officers to the extent permissible under Section 409A of the Internal Revenue Code of 1986, as amended, and as it deems necessary or desirable to recover any Covered Compensation.

Disclosure

This Policy, and any recovery of Covered Compensation by the Company pursuant to this Policy that is required to be disclosed in the Company’s filings with the SEC, will be disclosed as required by the Securities Act of 1933, as amended, the Exchange Act, and related rules and regulations, including the Current Existing Guidance.


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:2/20/24
For Period end:12/31/23
10/2/234
11/28/22
 List all Filings 


30 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 8/17/23  Avient Corp.                      8-K:1,2,9   8/16/23   11:1.5M                                   Donnelley … Solutions/FA
 5/03/23  Avient Corp.                      10-Q        3/31/23   63:7.3M
 3/29/23  Avient Corp.                      DEF 14A               12:14M
 2/22/23  Avient Corp.                      10-K       12/31/22  112:13M
11/02/22  Avient Corp.                      10-Q        9/30/22   63:7.2M
 9/01/22  Avient Corp.                      8-K:1,2,8,9 8/29/22   12:2.6M                                   Donnelley … Solutions/FA
 8/10/22  Avient Corp.                      8-K:1,2,9   8/10/22   11:1M                                     Donnelley … Solutions/FA
 6/24/22  Avient Corp.                      8-K:1,9     6/23/22   11:1.1M
 4/27/22  Avient Corp.                      10-Q        3/31/22   60:5.5M
 2/22/22  Avient Corp.                      10-K       12/31/21  112:13M
10/28/21  Avient Corp.                      10-Q        9/30/21   64:9.1M
 2/25/21  Avient Corp.                      10-K       12/31/20  116:14M
 5/15/20  Avient Corp.                      8-K:1,2,5,9 5/13/20   11:1.1M                                   Donnelley … Solutions/FA
 2/19/20  Avient Corp.                      10-K       12/31/19  112:18M
 7/25/19  Avient Corp.                      10-Q        6/30/19   58:7.1M
 5/06/19  Avient Corp.                      S-8         5/06/19    5:115K                                   Donnelley … Solutions/FA
11/13/18  Avient Corp.                      8-K:1,2,9  11/09/18    2:844K                                   Donnelley … Solutions/FA
 7/24/18  Avient Corp.                      10-Q        6/30/18   54:4.5M
10/25/17  Avient Corp.                      10-Q        9/30/17   53:4.5M
 4/27/17  Avient Corp.                      10-Q        3/31/17   57:6.5M
 3/31/17  Avient Corp.                      DEF 14A     5/11/17    1:1.9M                                   Donnelley … Solutions/FA
 8/05/16  Avient Corp.                      8-K:1,2,9   8/03/16    2:56K                                    Donnelley … Solutions/FA
 7/27/16  Avient Corp.                      10-Q        6/30/16   61:5M
 2/12/16  Avient Corp.                      10-K       12/31/15  115:16M
 4/03/15  Avient Corp.                      DEF 14A     5/14/15    1:2.5M                                   Donnelley … Solutions/FA
 7/22/14  Avient Corp.                      10-Q        6/30/14   71:8.3M                                   Montgomery Gwend… Ann/FA
 2/13/14  Avient Corp.                      10-K       12/31/13  128:19M                                    Montgomery Gwend… Ann/FA
 2/29/08  Avient Corp.                      10-K       12/31/07   18:2.1M                                   Bowne BCL/FA
 7/05/06  Avient Corp.                      8-K:1,9     6/30/06    3:83K                                    Bowne BCL/FA
 3/27/97  Geon Co.                          10-K405    12/31/96   30:1.7M                                   Bowne BCL/FA
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