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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 29, 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
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(Commission
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(IRS Employer |
| of incorporation)
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File Number)
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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 5.07. |
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Submission of Matters to a Vote of Security Holders |
On April 29, 2011, the Company held its annual meeting of shareholders. The following matters
set forth in our definitive proxy statement on Schedule 14A dated March 21, 2011 and filed with
the Securities and Exchange Commission were voted on at our annual meeting of shareholders and
the results of such voting is indicated below. On May 2, 2011, the Company issued a press
release announcing the results of such voting. The full text of the press release issued in
connection with this announcement is attached as Exhibit 99.1 to this Current Report on Form
8-K.
1. The nine nominees listed below were elected as directors of the Company with the respective votes
set forth opposite their names:
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| Name of Directors Elected |
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FOR |
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WITHHELD |
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BROKER NON-VOTES |
Vincent C. Byrd |
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23,577,040 |
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147,610 |
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10,361,997 |
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Sarah R. Coffin |
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23,572,337 |
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152,313 |
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10,361,997 |
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John B. Crowe |
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23,568,093 |
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156,557 |
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10,361,997 |
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William A. Foley |
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23,570,123 |
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154,527 |
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10,361,997 |
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Robert B. Heisler, Jr. |
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23,574,791 |
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149,859 |
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10,361,997 |
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Richard P. Johnston |
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20,191,611 |
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305,602 |
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10,361,997 |
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Edward W. Kissel |
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23,420,005 |
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304,645 |
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10,361,997 |
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John C. Orr |
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23,566,812 |
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157,838 |
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10,361,997 |
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Robert A. Stefanko |
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23,572,939 |
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151,711 |
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10,361,997 |
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| Additional Nominees |
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| Receiving Votes |
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WITHHELD |
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BROKER NON-VOTES |
Robert S. Prather, Jr. |
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7,889,301 |
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74,856 |
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0 |
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F. Jack Liebau, Jr. |
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11,116,738 |
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74,856 |
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0 |
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2. The appointment of Ernst & Young LLP as the Company’s independent registered accounting firm for
2011 was ratified. Voting results on this proposal were as follows:
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For |
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26,040,759 |
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Against |
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30,559 |
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Abstain |
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51,172 |
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3. The non-binding advisory vote on executive compensation (“say-on-pay”) was approved. Voting
results on this proposal were as follows:
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For |
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23,748,402 |
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Against |
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7,757,026 |
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Abstain |
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183,378 |
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Broker Non-Votes |
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10,361,997 |
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4. A non-binding advisory vote for a “one year” frequency for holding the non-binding advisory vote
on say-on-pay was recommended. Voting results on this proposal were as follows:
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1 Year |
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28,351,130 |
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2 Years |
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138,573 |
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3 Years |
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3,100,475 |
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Abstain |
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98,629 |
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Broker Non-Votes |
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10,361,997 |
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Item 8.01. Other Events
On May 2, 2011, the Board of Directors of the Company announced that it had authorized a
stock repurchase program that enables the Company to purchase up to 5 million shares of its
common stock from time to time in the open market.
The full text of the press release issued in connection with this announcement is attached as
Exhibit 99.2 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits
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99.1 |
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Press Release by the Company Announcing Voting Results dated May 2, 2011 |
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99.2 |
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Press Release by the Company Announcing Stock Repurchase Program dated May 2, 2011 |
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.
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Myers Industries, Inc.
(Registrant)
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DATE May 2, 2011
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By:
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/s/ Donald A. Merril
Donald A. Merril
Senior Vice President, Chief Financial Officer
and Corporate Secretary
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