months following a Strategic Transaction (determined without regard to subpart (ii)of the definition of Change in Control), to the extent that the MoM Targets would have been satisfied had the fair value of any TableLong-Term Incentives Long-Term Cash Incentive for a description of the long-term cash incentive award. the Partnership to redeem time vested and performance vested Profits Interests upon certain terminations of employment. time after a termination of employment would have vested on such termination. a business must obtain an EIN. person who owns greater than or equal to 10% of our common stock then outstanding that are material or involve aggregate payments or receipts in excess of $500,000; amending, modifying or waiving any provision of our organizational documents in a manner that adversely affects The fact that a director may own our capital stock is not, by itself, considered a material qualifying termination of employment or certain transactions. Corp. or, following the Corporate Conversion, on our board of directors, during the year ended September30, 2020 by the directors who were not also NEOs. Form 10-K for the fiscal year ended September30, 2020 for the sole purpose of reporting the information required by Part III of Form 10-K. Our Annual Report on failed to correct a material breach of, any non-competition, non-solicitation or non-disclosure covenant to which he or she was [CDATA [BWAY Corp., a Stone Canyon Industries LLC company, has announced the acquisition of KLW Plastics, Monroe, Ohio, from Koda Enterprises Group. Morton Salt, Inc. is a trusted authority in salt inNorth America. All unvested time vested Profits Interests were eligible to vest immediately upon a Change in Control. Weighting, Building Products Segment Target Adjusted No incentive stock option may be granted to any person who, at the time of the grant, owns or is deemed to own stock possessing more than 10% of our total combined voting power or that of any of our affiliates unless (i)the option for complying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act. previously worked in Morgan Stanleys Investment Banking division in New York. Kitchen held a variety of leadership positions, including Profits Interests that were unvested at the time of our IPO were exchanged for and option awards outstanding as of the end of the fiscal year ending September30, 2020 was: Ms.Bailey: 34,214; Mr.Hendrickson: 561,943; Mr.Pace: 6,469 and Mr.Spaly: 3,445. Each Sponsor has agreed, for so long as such Sponsor holds more than 5% of the outstanding shares of our common stock, to vote all of the shares of ClassA common stock held by it in favor of the foregoing nominees. Mr.Singhs individual performance was assessed based on his performance in improving employee safety, preparing and compensation program that provides the following compensation for non-employee directors: An annual cash retainer of $70,000, paid quarterly in arrears; An annual equity award of RSUs granted in connection with each annual shareholders meeting with a grant date fair stockholders or a majority of the directors designated by the Sponsors; terminating the employment of our Chief Executive Officer or hiring or designating a new Chief Executive Officer; entering into any transactions, agreements, arrangements or payments with either of the Sponsors or any other (iii)relocation by more than 50 miles. Stone Canyon Industries is exploring a potential sale of Mauser Packaging Solutions that could fetch as much as $8 billion, people with knowledge of the matter said. Prior to joining Jindal Films America, Mr.Van Winter served as General Manager and Senior Vice Our certificate of incorporation and bylaws provide that we will indemnify each of our directors and officers to the fullest extent permitted With respect to Mr.Nicolettis time vested Profits Interests, a prorated portion would have vested in connection with a termination of Mr.Nicolettis employment without Cause or for Good Reason and all of his rights (SARs), the total number of shares that may be granted under the 2020 Plan will be reduced only by the number of shares actually delivered upon exercise of such award. ClassB common stock beneficially owned (including restricted shares of ClassA common stock) and (ii)shares issuable upon exercise of options to purchase shares of ClassA common stock that are vested or will vest within 60 As of January26, 2021, the registrant had 154,740,054 shares of ClassA Common Stock, $0.001 par value per share, and Mr.Hendrickson has waived any fee for service as chair of our board of directors until the completion of the four-year vesting period as well as any inaugural award granted to other directors in connection with the Summary Experience Insights & Events Beyond Our Walls Bar Admission & Education. On a termination without Cause (or, for Messrs. Singh and Nicoletti, for Good Reason), the NEOs are entitled to cash severance equal to, for our other employees. Our board of directors has adopted a written charter for the audit committee which satisfies the applicable rules of the SEC Such awards may include retainers and meeting-based fees for directors and the grant or offer for sale of unrestricted shares of our common stock, contributions, or the Second MoM Target, and, together with the First MoM Target, the MoM Targets, or. Mr.Rosenthals previous board of directors experience includes Dawn Holdings, In general, awards of Profits Interests were 50% time vested and 50% performance vested. Headquartered inChicago, Morton Salt with its affiliates in theBahamasandCanadahas more than 3,500 employees committed to safety, quality, and service in the communities in which it operates. EXPLANATORY NOTE . the applicable percentage of shares of our common stock. The Profits Interests . for which Mr.Singh has no voting or investment power, and Mr.Singh disclaims beneficial ownership of these 236,705 shares. operations, as well as the risks associated therewith. Item13. January26, 2021. finance, strategic planning, banking relationships, operations, complex information technology and other systems, enterprise risk management and investor relations gained through prior service as a senior executive of large global manufacturing performance and the number of days Mr.Singh was employed during the year of termination, payable at such times that annual bonuses are paid to executives generally, and any earned but unpaid bonus for the year prior to termination. responsibilities relating to (1)setting our compensation program and compensation of our executive officers and directors, (2)monitoring our incentive and equity-based compensation plans and (3)preparing the compensation committee To our knowledge, based solely on a review of the copies of such reports furnished to us regarding the filing of required reports, we believe (iv)other misconduct that is materially detrimental to CPG International LLC or its affiliates; (v)refusal or failure to perform Mr.Ochoas duties or the deliberate and consistent refusal to conform to or follow any reasonable During the period that any restrictions apply, the transfer of stock awards is generally the Sponsors; commencing any liquidation, dissolution or voluntary bankruptcy, administration, recapitalization or Under our 2020 Plan, no Prior to joining OTPP, Mr.Qadri was a Vice President at Morgan Stanley Private Equity from 2012 to 2014, with roles based in both New York and London. A SAR Outstanding Equity Awards at 2020 Fiscal Year-End. The market value of shares or units that have not vested was calculated using a price per share of ClassA ownership guidelines that require each non-employee director to hold 100% of after-tax shares from director equity awards until the director holds shares and vested long-term incentives held by the NEOs prior to our IPO consisted primarily of Profits Interests granted under the Partnership Agreement. These rules generally attribute beneficial ownership of common stock on the grant date), multiplied by the number of shares subject to the SAR. Additionally, Mr.Singh is entitled to a prorated annual bonus for the year of termination based on actual ClassA common stock or ClassB common stock. The administrator will determine the terms and conditions of dividend equivalent rights; however, in no event will such dividend equivalent rights be paid unless and until the award to which they relate vests. See Description of Capital StockLimitations of Liability, Indemnification and Advancement below for Mr.Lee did not hold equity-based awards has over 20 years of professional operations experience and most recently served as the Vice President of Manufacturing and Logistics at Overhead Door Corporation, a manufacturer of doors and openers, from April 2009 to November 2016. The options will vest ratably over four years beginning on the first anniversary of the grant and have a Additionally, he is a graduate of the Institute of Corporate Directors. With respect to the fiscal year ending September30, 2020, for Mr.Singh, this amount represents a serve as a director on our board. Feb 7 (Reuters) - Private equity investment firm Clayton, Dubilier & Rice Inc is selling Mauser Group NV to Stone Canyon Industries LLC for $2.3 billion in cash, a day before the packaging . Environmental, Social and Governance (ESG), HVAC (Heating, Ventilation and Air-Conditioning), Machine Tools, Metalworking and Metallurgy, Aboriginal, First Nations & Native American. For a description of the assumptions used to determine the compensation cost of these awards, see Note 13 to our Consolidated Financial Statements included elsewhere in the Original Filing. We are filing this Amendment No. The registrants ClassA common stock began trading on the New York Stock Exchange The connection with the conversion of Profits Interests, as described under Post-IPO CompensationProfits Interests Conversion below. The plant manufactures aerosol cans and operates a painting line. outstanding as of the Change in Control and would be eligible to be earned as of the Change in Control based on achievement of the MoM Targets. The annual meeting of K12 Inc. stockholders will be held at the offices of Latham & Watkins, LLP 555 Eleventh Street, NW, Suite 1000 Washington, DC 20004 on Thursday, December 15, 2016 at 10 AM (ET). functions of his job. YESNO. constitutes common law fraud, embezzlement or a felony, an act of moral turpitude, or of any tortious or unlawful act causing material harm; (ii)gross negligence in performing his duties; (iii)breach of the duty of loyalty or care; In his role as Managing Director, he leads OTPPs investing activities in the diversified industrial and under Additional Narrative DisclosuresPotential Payments Upon Termination, Change in Control or Strategic Transaction below. The change was treated as a modification under ASC 718, Stock Compensation, resulting in incremental compensation expense. our NEOs received upon conversion of their vested and unvested Profits Interests in the IPO. on the grant date. time vested Profits Interests would have vested if a Change in Control occurred within 180 days after the termination of his employment without Cause. September30, 2019 reflect the aggregate grant date fair value of performance vested and time vested Profits Interests granted in the fiscal year ending September30, 2019. The following awards will not be subject to the minimum vesting requirement: (i)awards granted in connection with this offering, (ii)awards granted in connection with awards assumed or substituted in an acquisition or similar Description. Oakbrook, IL . In addition to the Profits Interests granted to Mr.Singh in connection with his appointment, Mr.Singh was We enable farmers securing the world's food supply, provide solutions that keep industries running, enrich consumers' daily lives, and ensure safety in winter. 13 June 2016. For the fiscal year ending September30, 2020, the financial performance component of the annual incentive Mauser Packaging Solutions General Information. In order to ensure alignment with our investors, no Mauser Packaging Solutions was formed in 2018 through a merger of four companies. While each committee will be responsible for evaluating certain risks and overseeing the management of such risks, our full board of directors plans to keep itself regularly informed regarding such risks through committee reports In connection with our IPO, we amended the long-term cash incentive with Mr.Singh described under Narrative Disclosure to Summary The Registration Rights Agreement also provides that we will pay certain expenses of these holders relating to such registrations and indemnify them against certain Unless the administrator determines otherwise, or as otherwise provided in the applicable award agreement, if a participants employment Ms.Kasson has over 25 years of corporate IT experience in the consumer product goods, food and pharmaceutical industries. Mr.Hendrickson previously served as the Chairman and Chief Executive Officer of the Valspar Corporation, a global paint and coatings manufacturer, from June 2011 to June 2017, and was its President and Chief Operating Officer from February In connection with his appointment, Mr.Nicoletti received a one-time cash bonus in the amount of All Profits Interests were subject to a clawback provision under which if a recipient willfully or intentionally materially breached, or awards, including the period of their exercisability and vesting and the fair market value applicable to a stock award. In connection with his appointment, Mr.Ochoa received a one-time cash evaluating investments in companies operating in various industries and his in-depth understanding of our business led to the conclusion that he should serve as a director on our board. Rating Action: Moody's assigns B3 rating to SCIH Salt's incremental 1st lien TL, new senior secured notes, Caa2 rating to new senior unsecured notes; affirms B3 CFR; outlook stableGlobal Credit . The maximum award that an NEO can earn for the individual performance component was In October, Stone Canyon Industries announced it had struck a deal to buy K+S Americas salt business, including Morton Salt, for $3.2 billion. K+S considers itself a customer-focused, independent supplier of mineral products for the Agriculture, Industry, Consumers, and Communities segments. Following his experience as the former Chairman and CEO of Valspar Corporation, Mr.Hendrickson brings to our board of directors extensive Mr.Hirshorn holds a B.S. above under Directors, Executive Officers and Corporate Governance.. We believe that Mr.Heckes brings to our board of directors extensive experience in corporate leadership, the development and execution of business growth strategies and significant consumer brand and business operating Notwithstanding the foregoing, if either Sponsor at any time ceases to own more than 5% of the outstanding shares of our common stock, that $250,000. The performance conditions He also held the role of Director of Operations for Newell-Rubbermaid Inc., known today as Newell reorganization; increasing or decreasing the size of our board of directors; and. Learn more about K+S at www.kpluss.com. January26, 2021. committee of any entity that has one or more executive officers serving on our board of directors or compensation committee. of the first four anniversaries of the completion of our IPO, subject to continued service as chair of our board of directors through such vesting date. "We are excited to move to the next stage of Stone . As a former Chief Executive Officer of a public company, Mr. Stotlar contributes valuable experience with corporate governance practices, labor and stockholder relations matters, as well as current legal and regulatory requirements and trends. 2014 to 2015 and as Vice President of Corporate Systems at American Express Co. from 2006 to 2010. Valuable research and technology reports. directors could make it more difficult for a third party to acquire, or discourage a third party from seeking to acquire, control of us. Payment to a grantee upon the exercise of a SAR may be either in cash, shares of our Act. The annual base salaries of the NEOs as of the end of fiscal year 2020 were $790,974 for Mr. Singh, $520,000 for Mr. Nicoletti and $450,150 for Mr. Ochoa. As discussed in Certain Relationships and Related Transactions, and Director Board Composition and Risk Management Practices. in January 2020. Prior to that, Mr.Ochoa was Vice President and General Manager of the Engineered Insulation Systems (EIS) applicable. Stone Canyon Industries. Stone Canyon Industries Holdings LLC, Civil Action No. in cash, the amount paid will be equal to the in-the-money spread value, if any, of such awards). 60% time vesting in equal installments on May26 of each of 2019, 2020 and 2021, subject to continued employment through each vesting date. common stock of $34.81, which was the closing price on September30, 2020. James B. Hirshorn, a director since 2013, has been a Partner in the Ares Private Equity Group since 2013, where Headquartered inOverlandPark, Kansas, Kissner produces bulk salt, specialty salt and evaporated salt for consumers, governmental and commercial customers acrossthe United StatesandCanada. Post-IPO Restricted Stock Unit and Option Awards. in Industrial Engineering from Iowa State University and an M.S. The following table sets forth the number of vested shares of our common stock and unvested restricted shares of our common stock that each of 90days. May26, 2019, 2020 and 2021, subject to continued employment through the vesting date. Smucker Company for 11 years with responsibilities Any additional directorships resulting from an Director of Human Resources for BorgWarner Inc., a manufacturer of propulsion systems for combustion, hybrid and electric vehicles, from 1995 to 2008. subject, then such person would automatically forfeit any outstanding Profits Interests and repay any amounts distributed to him or her (other than certain minimum distributions to partners of the Partnership) within the 24 months prior to such Ethics for Senior Officers applicable to our Chief Executive Officer and senior financial officers. securities or other awards or property. focuses on the oversight of our board of directors. 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