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) April 21, 2009
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) |
Registrants 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.
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement
On April 21, 2009, Myers Industries, Inc. (the Company) entered into an amendment (the
Amendment) to the Amended and Restated Employment Agreement, effective as of June 1, 2008, for
John C. Orr, the Companys President and Chief Executive Officer (the Existing Agreement). The
Amendment modified the Existing Agreement to provide that:
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in connection with the annual grant of options to Mr. Orr to purchase common stock of the
Company having a value of not less than $1,000,000 on the date of grant (the Annual
Options), all Annual Options granted after April 21, 2009 shall be at an exercise price equal
to 125% of the fair market value of the Companys common stock on the date of grant; and |
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(ii) |
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the failure of the Companys shareholders to approve the Companys 2008 Incentive Stock
Option Plan (or any successor plan) will not constitute a material breach of the agreement or
permit Mr. Orr to terminate the Existing Agreement for Good Reason (as defined in the
Existing Agreement) except in the event the Compensation Committee and Mr. Orr fail to
negotiate mutually acceptable alternative compensation to replace the Annual Options within
sixty (60) days following the stockholders failure to approve the 2008 Incentive Stock Option
Plan (or any successor plan). |
The full text of the Amendment is attached as Exhibit 10.1 to this Current Report on Form 8-K and
the description of its terms above is qualified in its entirety by reference to the terms of the
Amendment.
Item 5.02. Compensatory Arrangements of Certain Officers
(e) See the disclosure above under Item 1.01 regarding amendment of the Amended and
Restated Employment Agreement, effective as of June 1, 2008, for John C. Orr, the Companys
President and Chief Executive Officer.
Item 8.01. Other Events
In connection with a review of its executive compensation practices by the Compensation
Committee, the Company has determined that effective April 21, 2009 it will no longer include
either (i) excise or other tax gross-up provisions or (ii) change in control terms with
single-trigger or modified single-trigger provisions in new employment or change in control
agreements with named executive officers.
In connection with the Compensation Committees review of certain compensation practices of
the Company in general, and the specific terms of the Existing Agreement for Mr. Orr in particular,
the Compensation Committee considered that the Existing Agreement modified the superseded agreement
to: (1) eliminate certain perquisites that Mr. Orr was previously entitled to, including
reimbursement of country club membership fees, reimbursement of annual physical examination fees
and reimbursement of annual financial planning service fees, (2) remove the
income tax gross-up (in some instances up to 46%) previously provided to Mr. Orr in connection
with any severance payments, (3) implement a limited period during which Mr. Orr is entitled to
exercise his termination rights in the event of a change of control, and (4) limit Mr. Orrs right
to receive severance payments upon a non-renewal of his contract.
Item 9.01. Financial Statements and Exhibits
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10.1
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First Amendment to Amended and Restated Employment Agreement
between the Company and John C. Orr, dated April 21, 2009. |