Myers Industries (MYE) DEF 14ADefinitive proxy

It is a privilege to work on behalf of Myers Industries’ shareholders as its Chairman of the Board. I am writing to update you on our work throughout the past year.

When I wrote you last March, Mike McGaugh had just joined Myers as our new CEO. Despite the enormously difficult business and human circumstances posed by the worldwide COVID pandemic, Mike has performed admirably.

The Board is unanimously aligned with Mike’s strategic vision, which was publicly unveiled in October. Our goal is to grow Myers, both organically via commercial excellence and through M&A by pursuing bolt-on acquisitions in value-added plastics. To that end, in November, we purchased Elkhart Plastics, our first significant acquisition in some time. Thanks to Jack Welter and his team at Elkhart and the Myers integration group, we are confident this will be an accretive acquisition, representing the type of transaction we want to duplicate.

As part of our strategic vision, we have made tangible progress toward our goal of integrating the company’s various divisions into “One Myers.” This internal integration is well underway. Our divisions are coming together as one – they are thinking and acting like a single, larger, integrated company. As a result, our commercial opportunities have grown remarkably. For example, we can now bring blow molding solutions to our legacy rotational molding customers, and vice-versa. Because of our “One Myers” focus, we are now in the unique position of having technological and commercial strength in each of the major plastic molding technologies. This repositioning of Myers’ strategy has been invigorating to our customers and employees.

In addition to commercial advantages presented by One Myers, the company has also benefitted from the scale and capability of a larger firm. Our compensation system, for instance, now has just one program for short-term incentive compensation rather than sixteen (all aligned to a single metric), even as the number of participants has increased. For long-term incentive compensation, shareholder returns are being added to our program this year, which will align management with shareholders.

We welcomed Sonal Robinson to Myers as our new CFO last month. She enjoyed a long and distinguished career at The J.M. Smucker Company where she helped grow the firm’s revenue from $500 million to more than $7 billion during her 27-year tenure. Sonal has robust experience growing a company through value-creating acquisitions. We believe Sonal’s experiences and background are well suited to help drive the growth strategy put in place by the Myers leadership team.

Despite the “Zoom environment” that became commonplace for everyone for much of last year, the board was fully engaged during 2020. There were nine board meetings and a total of fourteen committee meetings.

We are also pleased to welcome highly accomplished new Directors to the boardroom. Yvette Dapremont Bright and Jeff Kramer joined our Board in February. Yvette is a current director and former Chief Operating Officer of Independence Health. Jeff is currently CEO of Schweitzer-Mauduit International. At this year’s annual meeting, Bill Sandbrook is nominated for election as a new Director. Bill is currently Chairman of US Concrete, and served as that company’s CEO until last year. We believe all three bring unique and valuable skill sets to the boardroom. Meanwhile, Jane Scaccetti has decided to pursue other professional endeavors and will not be standing for reelection. Jane did an outstanding job as our Audit Chair and we thank her for her service.

Succeeding Jane as Audit Chair will be Lori Lutey. In accordance with our age guidelines for Committee Chairs, Bruce Lisman will be stepping down as Chair of the Corporate Governance and Nominating Committee, to be replaced by the current Compensation and Management Development Committee Chair Sarah Coffin and that committee will now be Chaired by Ron DeFeo.

We thank Bruce for his efforts as Governance Chair, and fortunately will continue to benefit from his wisdom as a Director. Bruce has continued to emphasize training sessions for the board. This past year, we had an education session on plastics and met with an expert about governance matters.

With regard to Environmental, Social, and Governance (ESG) Matters, director Bill Foley has been asked to lead our board’s effort on oversight of this topic. Bill will be working closely with Andrean Horton, our Executive Vice President and Chief Legal Officer, and Monica Vinay, our Vice President of Investor Relations and Treasurer, in developing Myers’ ESG strategies, which is overseen by the board. We recognize the importance of sustainability, a diverse workforce, and a commitment to our communities. In October, Myers became a member of the Alliance to End Plastic Waste, a global coalition focused on the removal of plastic waste from the environment. Our proxy statement further explains our initial activities in ESG. As we continue to develop and implement a comprehensive ESG strategy, we are convinced it will enhance Myers’ value to all its constituents. In particular, we are in the process of redoubling our efforts to communicate the significantly positive story of Myers Industries. Across the Material Handling portfolio, Myers sells sustainable, durable and re-useable containers that are manufactured with recycled plastic. We believe our business has a positive impact on the environment and we are in the process of communicating this point to our stakeholder groups.

For the fifth consecutive year, we reached out to all shareholders owning more than 1% of Myers’ outstanding shares, offering to meet on governance matters. We contacted shareholders representing about seventy-five percent of total outstanding shares. We were gratified by the results of the “say on pay” vote at last year’s annual meeting, with more than 98% of the total shares voting in favor of the proposal.

During 2020, the total return (including dividends) for Myers’ stock was +29.3%, compared to +18.4% for the S&P 500. Although we are gratified by that result and remain confident about the long-term prospects for the company, as I wrote last year, we do not believe that any single year is an appropriate gauge of long-term performance.

As always, we welcome feedback from our shareholders. Shareholders may send communication by email to governance@myersind.com or by mail or courier delivery addressed as follows: Board of Directors (or Committee Chair, Board Member, or Non-Management Directors, as the case may require), c/o Chief Legal Officer and Secretary, Myers Industries, Inc. 1293 Main Street South, Akron, Ohio, 44301, as outlined more completely in our Communication Procedures for Interested Parties and Shareholders available on the Company’s website, www.myersindustries.com.

Your board remains very active and engaged, and we begin 2021 firmly committed to building long-term shareholder value at Myers. We thank you for your support of the Company and your continued confidence in our efforts on your behalf.

The Board of Directors of Myers Industries, Inc. (“Myers Industries” or the “Company”) has fixed the close of business on March 5, 2021, as the record date for the determination of shareholders entitled to notice of and to vote at the Annual Meeting of Shareholders to be held on April 29, 2021 (the “Annual Meeting”). This Proxy Statement, together with the related proxy card and our 2020 Annual Report to Shareholders, is being mailed to our shareholders on or about March 26, 2021. To be sure that your shares are properly represented at the Annual Meeting, whether or not you intend to attend the Annual Meeting via live webcast or in person, please complete and return the enclosed proxy card, or follow the instructions to vote by telephone or internet, as soon as possible.

If you have any questions or need assistance in voting your shares, please contact our Investor Relations Department at (330) 761-6212.

Below are the highlights of important information you will find in this Proxy Statement. As this is only a summary, we request you please review the full Proxy Statement before casting your vote.

At Myers Industries, protecting the health and safety of our team members, our families and our communities is of the upmost importance to us. We took early and aggressive action to help prevent the spread of the virus in our workplaces. At the same time, we continued to address the ongoing needs of our business so that we could continue to provide our customers with the essential products they require.

We acted quickly at the onset of the pandemic and took multiple measures to promote safety in our facilities and protect our team members, including the implementation of:

In addition to our investments in our team members’ safety, we’ve provided financial support to a hunger relief organization with a nationwide network of food banks. These donations help families within our local communities facing food insecurity and hunger in the wake of the pandemic get the food they need.

Myers Industries’ commitment to sound corporate governance practices has been illustrated through a number of positive actions taken over recent years. We firmly believe that sound corporate governance is in the best interests of our shareholders and strengthens accountability within the organization. The following is a summary of our current sound governance practices:

You are being asked to vote on the election of the following director candidates. The candidates listed below are the 11 nominees recommended by the Corporate Governance and Nominating Committee (the “Governance Committee”) and approved by the Board for election to serve for a one-year term. Detailed information on each director is available starting on page 10.

Myers Industries has an experienced and effective Board focused on shareholder value creation. The Board is proposed to be comprised of 11 members, all of whom other than Mr. McGaugh are independent. The charts below highlight the nominated Board’s composition and experience.

One of our key priorities is conducting robust engagement with our shareholders in order to provide transparency into our business and determine which issues are important to our shareholders. Participants in our engagement programs include executive management, members of the Board and Investor Relations personnel. Our methods of engagement include:

We believe engaging in shareholder outreach is an important element of strong corporate governance. In 2020, in continuation of the Company’s shareholder outreach efforts that began in 2016, members of our Board and executive management acted on this belief and contacted the top 15 shareholders who own 1% or greater of outstanding shares and represent collectively approximately 76% of total shares outstanding. Focus areas included:

The Company values the input received from these discussions with shareholders. Following these conversations, the Company has continued to emphasize the importance of safety in our operations and has continued its focus on enhancing sustainable business practices and incorporating environmental consciousness throughout our operations. Additionally, the Compensation and Management Development Committee of the Company (“Compensation Committee”) regularly evaluates the Company’s compensation programs and considers shareholder input as part of their evaluation.

At any time during the year shareholders may access our Annual Report, Proxy Statement, financial presentations, and corporate governance guidelines at www.myersindustries.com.

A toll-free hotline has also been established if an interested party wishes to contact a director, a committee of the Board, a non-management director or the Board by phone. The number is (877) 285-4145 and is available worldwide 24 hours a day, seven days a week.

Myers Industries’ executive compensation program, set forth by the Compensation Committee, is designed to implement our executive pay philosophy to:

Our 2020 executive compensation program was designed to reinforce the relationship between the interests of our named executive officers (or “NEOs”) and our shareholders. The objectives and key characteristics of each element of our 2020 executive compensation plan designs are summarized below:

The Board is committed to maintaining sound corporate governance and a compensation structure that promotes the best interests of our shareholders.

The Company has adopted “Corporate Governance Guidelines” and a “Code of Business Conduct and Ethics” for the Company’s directors, officers and employees. Each of our corporate governance policies is available on the “Corporate Governance” page accessed from the “Investor Relations” page of our website at www.myersindustries.com.

We consider the opinions expressed by shareholders through their votes, periodic meetings and other communications and believe that shareholder engagement leads to enhanced governance practices. In 2016, we implemented a proactive investor outreach program which includes contacting shareholders who own 1% or more of our outstanding shares. In 2020, the Company and members of the Board continued to conduct considerable shareholder outreach, through which we requested input from our 15 largest institutional investors and other shareholders collectively holding approximately 76% of our outstanding shares. Following this outreach, we received feedback and questions on additional corporate governance matters, further changes to management, and other items of shareholder interest. We value shareholder views and insights and expect to continue to dialogue with our shareholders.

In 2020, the Company added Section 13 to Article I of our Regulations to include proxy access provisions for certain shareholder nominations of directors. Consistent with current best practices, the provision provides proxy access for certain director nominations (i) of up to the greater of two persons or 20% of the number of directors on our current Board, (ii) by a shareholder or by a group of not more than 20 shareholders, (iii) owning at least three percent of the outstanding shares of common stock of the Company continuously for at least three years, (iv) pursuant to notice received no earlier than 120 days and no later than 90 days before the anniversary of the previous year’s Annual Meeting of Shareholders, and (v) containing information required by Section 13.

The Company has adopted a policy that the maximum number of public company boards on which a non-CEO director may sit is five (including our Board) and the maximum number of public company boards on which a CEO director may sit is three (including our Board).

The Board annually reviews the Company’s strategic plan, which addresses, among other things, the Company’s risks and opportunities. Certain areas of oversight are delegated to the relevant Committees of the Board and the Committees regularly report back on their deliberations. This oversight is enabled by reporting processes that are designed to provide visibility to the Board about the identification, assessment, monitoring and management of enterprise-wide risks. Management annually conducts enterprise-wide risk assessments of the Company and each of its business segments and regularly updates the Board on the Company’s processes relating to ERM. The focus of management’s assessment includes a review of strategic, financial, operational, compliance, reputational and technology (IT) objectives and risks for the Company. In addition:

The Company maintains a “Clawback Policy” that provides for the recoupment of certain incentive compensation in the event of an accounting restatement resulting from material noncompliance (whether or not based upon misconduct) with financial reporting requirements under the federal securities laws. The Clawback Policy is administered by the Compensation Committee and applies to current and former executive officers and such other employees who may from time to time be deemed subject to the policy by the Compensation Committee.

Our Board, in coordination with the Governance Committee, oversees succession planning for the CEO and other officers of the Company. As part of its succession planning oversight, the Board reviews the executive leadership team’s experience, skills, competence and potential, to help assess which executives have the ability to develop the attributes that the Board believes are necessary to lead and execute the Company's strategic vision.

The Company maintains Stock Ownership Guidelines under which officers designated as executive officers and non-employee directors are expected to hold a specified amount of our common stock. These expectations are as follows:

The executive officers and non-employee directors have five years from the date they become subject to the guidelines to attain the ownership requirement. Our Stock Ownership Guidelines are available on the “Corporate Governance” page accessed from the “Investor Relations” page of the Company’s website at www.myersindustries.com.

The Company prohibits directors, officers and employees from engaging in any hedging or pledging transactions with respect to Company shares.

The Company’s Board Member Recruiting Guidelines outline the process for nominating potential director candidates for consideration by the Governance Committee. These recruiting guidelines are available on the “Corporate Governance” page accessed from the “Investor Relations” page of the Company’s website at www.myersindustries.com.

The Board has a policy requiring the independent directors, both as to the Board and Committees, to meet regularly in executive session without any management personnel or employee directors present. During 2020, the Board and each Committee met regularly in executive session at each meeting of the Board, Audit Committee, Compensation Committee, and Governance Committee.

The Audit Committee maintains procedures, including a worldwide telephone and web-based “hotline,” which allows employees and interested parties to report any financial or other concerns anonymously. The Company maintains the hotline for receiving, retaining and addressing complaints from any interested party regarding accounting, internal accounting controls and auditing matters, and procedures for the anonymous submission of these concerns. The hotline is maintained by an independent third party and is available worldwide, 24 hours a day, seven days a week. All reports made through the hotline are directed to the Chairman of the Audit Committee and the Secretary. We do not permit any retaliation of any kind against any person who submits a complaint or concern under these procedures.

We have a “Code of Ethics and Business Conduct,” which incorporates a “Code of Ethical Conduct for the Finance Officers and Finance Department Personnel,” which embodies our commitment to ethical and legal business practices, as well as satisfying the NYSE requirements to implement and maintain such policies. The Board expects all of our officers, directors and other members of our workforce to act ethically at all times. This policy is available on the “Corporate Governance” page accessed from the “Investor Relations” page on our website at www.myersindustries.com.

The Company is aware of the following late filings of Section 16(a) reports due to internal Company administrative errors: (i) a Form 4 Statement of Changes in Beneficial Ownership by Andrean Horton reporting the vesting on October 16, 2020 of 2,037 restricted stock units, relating to an award of 6,112 restricted stock units granted on October 16, 2019 subject to vesting in equal installments on the first three anniversaries of the grant date, and (ii) a Form 4 Statement of Changes in Beneficial Ownership by Thomas Harmon reporting an award on October 26, 2020 of 6,964 restricted stock units subject to vesting in equal installments on the second and third anniversaries of the grant date. To the Company’s knowledge, its insiders otherwise complied with their Section 16(a) reporting obligations during 2020.

The Board and each Committee of the Board conduct annual self-assessments to assist in determining whether the Board and its Committees are functioning effectively. In 2018 and 2020, the self-assessments were conducted with the assistance of outside counsel and the results were reviewed with individual directors, each Committee, and the Board. In 2019, evaluations were conducted by an independent consultant and feedback was provided to individual directors, each Committee, and the Board. The Board intends to utilize this independent consultant process every third calendar year.

Our Board provides the following methods for interested parties and shareholders to send communications to a director, to a Committee of the Board, to the non-management directors, or to the Board.

Interested parties may send written communications by e-mail to governance@myersind.com or by mail or courier delivery addressed as follows:

All communications directed to the “Board of Directors” or to the “Non-Management Directors” will be forwarded unopened or unread to the Chairman of the Governance Committee. The Chairman of the Committee in turn determines whether the communications should be forwarded to the appropriate members of the Board and, if so, forwards them accordingly. For communications addressed to a particular director or the Chairman of a particular Committee of the Board, however, the Secretary will forward those communications, unopened or unread, directly to the person or Committee Chairman in question.

Any interested party may also contact a director, a Committee of the Board, the non-management directors, or the Board through the Company’s toll-free hotline at (877) 285-4145 or via the internet at myersindustries.ethicspoint.com.

Our approach to corporate responsibility is grounded in our commitment to the environment, to protecting our employees and the communities where we operate and to good corporate governance practices which directly impact our performance and value.

In 2019, the Company instituted a Sustainability Committee to develop and oversee our long-term sustainable business practices. The team is responsible for establishing key metrics, goals and reporting standards across the Company. We made progress in 2020 in several key areas, including instituting our Supplier Code of Conduct, enhancing our chemical tracking system, establishing a Human Rights Policy, and continuously improving our employee health, safety and wellness efforts, including protecting our team during the COVID-19 pandemic.

We continue to enhance and track the sustainability benefits of our products. The plastic containers that we manufacture are reusable, and, at the end of their service life, they can be recovered, recycled, and reprocessed into new products. We are also implementing a company-wide program to track the amount of recycled and regrind raw materials used in our manufacturing process. To further demonstrate our commitment to waste reduction and recycling, we have joined the Alliance to End Plastic Waste.

In 2020, the Company announced and is actively executing its strategy to transform into a high-growth, customer-centric innovator of engineered plastics solutions, while advancing a “One Myers” culture and mindset. Our alignment as One Myers through the continued standardization of processes and procedures will create greater synergy across our businesses and unlock greater value for our employees, customers and other key stakeholders. It will also provide enhanced transparency about the ways in which the Company integrates sustainability and social responsibility into what we do.

Our goal in 2021 is to apply tools for consistent implementation, measurement, and benchmarking of our environmental and social policies, programs, and disclosures. We believe this will enable us to better demonstrate and communicate our commitment to continuous improvement in these areas.

Set forth below for each nominee for election as a director is a brief statement, including the age, principal occupation and business experience for at least the past five years, and any directorships held with public companies. The members of the Governance Committee have recommended, and the independent members of the Board have nominated, the persons listed below as nominees for the Board.

If any nominee should become unavailable for any reason, it is intended that votes will be cast for a substitute nominee designated by the Board. There is no reason to believe that the nominees named will be unable to serve if elected. Proxies cannot be voted for a greater number of nominees than named in this Proxy Statement.

During 2020, Mr. Foley served as Executive Chairman and a director of Libbey, Inc. (“Libbey”). Mr. Foley formerly served as Libbey’s Chief Executive Officer until March 31, 2019. Libbey’s business was and remains highly reliant on the foodservice industry. The COVID-19 pandemic caused Libbey to experience immediate and drastic reductions in revenue which, as a “non-essential” business, resulted in shut downs of all six of Libbey’s global manufacturing facilities. On June 1, 2020, Libbey and its direct and indirect domestic subsidiaries commenced voluntary cases under Chapter 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware, which were jointly administered under the caption In re: Libbey Glass Inc., et al., Case No. 20-11439 (LSS). Libbey filed a proposed First Amended Joint Plan of Reorganization (“Plan”) which was confirmed by the Bankruptcy Court on October 20, 2020. On November 5, 2020, pursuant to the Plan, Libbey (i) assigned the majority of its assets to a subsidiary which assumed all of Libbey’s obligations and liabilities in connection therewith; and (ii) contributed 100% of the equity in the subsidiary to Libbey Holdings Inc., an entity newly formed by Libbey, in exchange for 100 shares of common stock of Libbey Holdings. The Plan became effective on November 13, 2020 and Libbey and the other debtors emerged from the Chapter 11 cases. As a result of the Plan becoming effective, all of the outstanding shares of common stock of Libbey and all other equity rights in the Company were cancelled. Libbey’s common stock may continue to be quoted on the OTC Pink marketplace, but under the terms of the Plan, the common stock has no underlying asset value, and Libbey filed a Form 15 with the SEC deregistering the company’s common stock on November 16, 2020.

There are, and during the past ten years there have been, no other legal proceedings material to an evaluation of the ability of any director, nominee, or executive officer of the Company to act in such capacity or concerning his or her integrity. There are no family relationships among any of the directors, director nominees and executive officers.

The Board and Myers express our deep appreciation for the service and guidance provided by Jane Scaccetti during her service as a director since 2016 until the 2021 Annual Meeting of Shareholders.

The Governance Committee reviews and evaluates individuals for nomination to stand for election as a director who are recommended to the Committee: in writing by any of our shareholders or by our current or past directors, executive officers, or identified by professional search firms retained by the Governance Committee.

The Company’s Board Member Recruiting Guidelines outline the process for the Governance Committee to recruit and evaluate potential director candidates. These guidelines are available on the “Corporate Governance” page accessed from the “Investor Relations” page of the Company’s website at www.myersindustries.com. In considering these potential candidates for nomination to stand for election, the Governance Committee will consider:

The Governance Committee endeavors to select nominees that contribute unique skills and professional experiences in order to advance the performance of the Board and establish a well-rounded Board with diverse views that reflect the interests of our shareholders. The Governance Committee considers diversity as one of a number of factors in identifying nominees for directors; however, there is no formal policy in this regard. The Governance Committee views diversity broadly to include diversity of experience, skills and viewpoint, in addition to traditional concepts of diversity such as race and gender.

When considering an individual candidate’s suitability for the Board, the Governance Committee will evaluate each individual on a case-by-case basis. The Governance Committee does not prescribe minimum qualifications or standards for directors, however, the Committee looks for directors who have personal characteristics, educational backgrounds and relevant experience that would be expected to help further the goals of the Company. In addition, the Governance Committee will review the extent of the candidate’s demonstrated excellence and success in his or her chosen business, profession, or other career and the skills and talents that the candidate would be expected to add to the Board. The Governance Committee may choose, in individual cases, to conduct interviews with the candidate and/or contact references, business associates, other members of boards on which the candidate serves or other appropriate persons to obtain additional information. The Governance Committee will make its determinations on whether to nominate an individual candidate based on the Board’s then-current needs, the merits of that candidate and the qualifications of other available candidates.

The Governance Committee will consider individuals for nomination to stand for election as a director who are recommended to it in writing by any of our shareholders that strictly follow the below procedures. Shareholders making recommendations for directors must:

In accordance with our Amended and Restated Code of Regulations, a shareholder may directly nominate a candidate for election as a director of the Company only if written notice of such intention is received by the Secretary not less than 90 days nor more than 120 days prior to the one year anniversary date of the immediately preceding Annual Meeting of shareholders. In the event that the Annual Meeting is called for a date that is not within 30 days before or after such anniversary date, notice by a shareholder, in order to be timely, must be received no later than the close of business on the tenth day following the day on which notice of the date of the Annual Meeting was mailed or public disclosure of the date of the Annual Meeting was made, whichever first occurs. A shareholder wishing to directly nominate an individual to serve as a director must follow the procedure outlined in Article I, Section 12 of our Amended and Restated Code of Regulations, titled “Advance Notice of Director Nomination” and then send a signed letter of nomination to the following address: Corporate Governance and Nominating Committee, c/o Secretary, Myers Industries, Inc., 1293 South Main Street, Akron, Ohio 44301. Our Amended and Restated Code of Regulations is available on the “Corporate Governance” page accessed from the “Investor Relations” page of the Company’s website at: www.myersindustries.com.

In accordance with our Amended and Restated Code of Regulations, a shareholder may also request that the Company include in its proxy statement in which it solicits proxies with respect to the election of directors at an Annual Meeting of shareholders, any person nominated for election (a “Shareholder Nominee”) to the Board by a shareholder or by a group of not more than 20 Shareholders that (i) satisfies the requirements of Section 13 of our Regulations (such individual shareholder or shareholder group, including each member thereof, to the extent the context requires, an “Eligible Shareholder”), and (ii) expressly requests in the notice required by such Section 13 to have the Shareholder Nominee included in the Company’s proxy materials pursuant to such Section 13. The information that the Company will include in its proxy statement is the information provided by the Eligible Shareholder to the secretary of the Company concerning the Shareholder Nominee and the Eligible Shareholder that is required to be disclosed in the Company’s proxy statement by the regulations promulgated under the Exchange Act, and if the Eligible Shareholder so elects, a written statement, not to exceed 500 words, in support of the Shareholder Nominee’s candidacy (the “Statement”). The Company may omit from its proxy materials any information or Statement (or portion thereof) that it, in good faith, believes would violate any applicable law or regulation. The Company will not be required pursuant to Section 13 to include any information regarding a Shareholder Nominee in its proxy materials for any meeting of Shareholders for which any person is engaging in a solicitation within the meaning of Rule 14a-1(l) under the Exchange Act in support of the election of any individual as a director at such meeting other than Shareholder Nominees or nominees of the Board.

The Company will be required to include information regarding a Shareholder Nominee in its proxy materials with respect to an Annual Meeting only if the notice of the nomination relating to the Shareholder Nominee is delivered to, or mailed to and received by, the secretary of the Company no earlier than 120 days and no later than 90 days before the anniversary of the date of the previous year’s Annual Meeting of Shareholders; provided, however, that if the Company did not hold an Annual Meeting during the previous year, or if the date of the Annual Meeting has changed by more than 30 calendar days from the previous year’s date, or if the registrant is holding a Special Meeting of shareholders or conducting an election of directors by written consent in lieu of an Annual Meeting, then the Eligible Shareholder must deliver the notice a reasonable time before the Company issues its proxy materials, as specified by the Company in a Current Report on Form 8-K filed pursuant to Item 5.08.

The maximum number of Shareholder Nominees nominated by all Eligible Shareholders that the Company shall be required to include in its proxy materials with respect to an Annual Meeting generally shall not exceed the greater of (i) two, or (ii) 20% of the total number of members of the Company’s Board rounded to the closest whole number below 20%.

There were a total of nine regularly scheduled and special meetings of the Board in 2020. During 2020, all directors attended at least 75% of the aggregate total number of the meetings of the Board and committees on which they served. Due to the impacts of the COVID-19 pandemic and the “Stay at Home” order then in effect in the State of Ohio, all of our then directors

The Board has three standing committees: the Audit Committee, the Compensation Committee, and the Governance Committee. Set forth below are the committee memberships as of the date of this proxy statement.

In addition to the standing Audit, Compensation, and Governance Committees, from time to time the Board has established, and may establish in the future, special committees to address particular matters. The Board established a special ad hoc committee to assist in the search for the Company’s chief executive officer during 2020, comprised of Ms. Coffin, Mr. DeFeo, Mr. Liebau, Mr. Lisman, and Ms. Lutey. The search committee convened frequent meetings during the search process, but forewent any fees for their additional committee service.

The Audit Committee assists our Board in the oversight and integrity of our financial statements, ensures our structure meets legal and regulatory requirements, and oversees our internal auditing functions, controls, and procedures. The Board has determined that based on their extensive financial background and expertise, F. Jack Liebau, Jr., Lori Lutey, Jane Scaccetti and Robert A. Stefanko met the criteria of a “financial expert” under SEC rules. None of our Audit Committee members serve on more than two other public company audit committees.

The Compensation Committee administers our executive incentive compensation programs and determines, either as a committee or together with the other independent board members, annual base salaries and incentive compensation awards for our executive officers. As described further in the Compensation Discussion & Analysis portion of this Proxy Statement, the Compensation Committee amended it charter in 2020 to include oversight of executive management development and succession planning as part of its responsibilities.

The Governance Committee assists the Board in developing and implementing corporate governance guidelines, identifying potential director candidates, determining the size and composition of our Board and its committees, and evaluating the overall effectiveness of our Board.

The Board has adopted written charters for each of the Audit Committee, the Compensation Committee, and the Governance Committee. Each committee reviews and evaluates the adequacy of its charter at least annually and recommends any proposed changes to the Board for approval. Each of the written charters and policies of the Committees are available on the “Corporate Governance” page accessed from the “Investor Relations” page of the Company’s website at: www.myersindustries.com.

The Company has structured its non-employee director compensation to attract and retain highly qualified directors and to compensate directors for their service, while also aligning the interests of the directors to the long-term interests of the Company’s shareholders.

In addition to the compensation provided to our non-employee directors, which is described below, our Amended and Restated Code of Regulations provides that we will indemnify, to the fullest extent then permitted by law, any of our directors or former directors who was or is a party or is threatened to be made a party to any matter, whether civil or criminal, by reason of the fact that the individual is or was a director of the Company, or serving at our request as a director of another entity. We have entered into indemnity agreements with each of our directors contractually obligating us to provide such protection. We also currently have in effect director and officer insurance coverage.

The Company’s non-employee director compensation program maintained in 2020 reflected the recommendations of the Compensation Committee’s compensation consultant based on the consultant’s assessment of market competitiveness. The analysis included pay levels and prevalent practices for retainers, fees, equity-based compensation, and stock ownership guidelines, and affirmed that the Company’s non-employee director compensation program is structured in a manner consistent with good governance, continues to be aligned with best practices, and meets the needs of the Board.

For 2020, there was no change in the level of non-employee director compensation. Each non-employee director continued to receive the same annual cash retainer of $55,000 and an equity-based award under our 2017 Incentive Stock Plan of Myers Industries, Inc., as Amended and Restated (the “2017 Plan”) with a target value of $75,000 at the grant date. Directors who are employees of the Company do not receive either annual retainer or any other compensation related to their director services. The cash retainers are paid quarterly in arrears and the equity based award is granted for directors’ upcoming year of service subject to vesting at the following year’s Annual Meeting of Shareholders. Directors may elect to receive an equivalent number of stock units rather than shares of common stock upon vesting, with payment to be made with respect to such stock units when such director ceases to be a member of the Board. For non-employee directors who join the Board between annual meeting dates, the annual cash retainer is prorated for the portion of the term that such director serves. Although the Board has approved ad-hoc committee fees, no additional fees were paid to the members of the search committee designated as a special committee in 2020.

The cash portions of the retainers established for 2020 for our non-employee directors’ annual, committee member, and committee chair service is set forth below.

In Proposal 2, we are asking shareholders to approve an amendment to Article 7 of our Articles to eliminate plurality voting standards in uncontested elections of directors. Under the current “plurality voting” standard, the nominees who receive the greatest number of affirmative votes are elected to the Board. However, as described under Corporate Governance and Compensation Practices – Director Resignation Policy, the Company has adopted a director resignation policy under which, in an uncontested election, any incumbent director who receives a greater number of votes “Withheld” from his or her election than votes “For” his or her election (and with respect to such incumbent director’s election at least 25% of the Company’s shares outstanding and entitled to vote thereon were “Withheld” from the election of such director) must submit an offer of resignation to the Board. The proposed amendment, described in more detail below, will replace the plurality voting standards in our Articles with majority voting for uncontested elections of directors. If this proposal is approved, the Board will subsequently amend Article 2, Section 3 of our Amended and Restated Code of Regulations (the “Regulations”) to incorporate the majority voting standard for the election of directors in uncontested elections, and will rescind the Director Resignation Policy.

If approved, this proposal will add Article 7, Section B to our Articles to establish majority voting for uncontested elections of directors beginning with the 2022 Annual Meeting. As a result, all director nominees in uncontested elections would be required to receive a number of “FOR” votes representing at least a majority of votes cast in person or by proxy, by the holders of shares entitled to vote at a meeting at which a quorum is present. Abstentions and broker non-votes will have no effect in determining whether the required affirmative majority vote has been obtained. A nominee in an uncontested election who does not receive a majority vote shall not be elected. An incumbent director not elected because he or she does not receive a majority vote shall continue to serve as a holdover director until the earliest of (x) 90 days after the date on which an inspector determines the voting results as to that director; (y) the date on which the Board appoints an individual to fill the office held by such director, which appointment shall constitute the filling of a vacancy by the Board pursuant to Article II, Section 4, or (z) the date of the director’s resignation.

If the proposal is not approved by our shareholders, such amendment will not be implemented, our plurality voting standard for uncontested elections will continue in place, Article 7 of our Articles will continue in its current form, and the Company’s Director Resignation Policy will remain in place.

In contested elections, the directors shall continue to be elected by the vote of a plurality of the votes cast. A contested election is one in which (i) a shareholder has complied with the requirements of Article I, Section 12 regarding one or more nominees, or an Eligible Shareholder has complied with the requirements of Article I, Section 13 regarding one or more nominees, and (ii) prior to the date that notice of the meeting is given, the Board has not made a determination that none of the candidacies of the shareholder or Eligible Shareholder’s nominees creates a bona fide election contest.

Our Board has observed current corporate governance trends and analyzed the benefits to our company and its shareholders of adopting majority voting standards for the uncontested election of directors. Our Board recognizes that many public companies have amended their governing documents to provide for a majority voting standard rather than our current plurality standard. Our Board believes that requiring directors to be elected by a majority of votes cast works to ensure that only director nominees broadly accepted among our voting shareholders will be elected and also bolsters the accountability of each elected director to our shareholders. Accordingly, after careful consideration, our Board has determined that it would be in the best interests of our shareholders to amend our Articles and Regulations to adopt a majority voting standard for uncontested elections of directors.

Under our Articles, approval of Proposal 2 requires the affirmative vote of two thirds of the shareholders represented in person or by proxy at the Annual Meeting. Broker non-votes will have no effect on the voting on this matter. Abstentions will count against this proposal.

In Proposal 3, we are asking shareholders to approve an amendment to Article 7 of our Articles to eliminate certain voting standards that require a two-thirds majority vote of our shareholders for approval on certain matters (commonly referred to as a “supermajority voting standard”). The proposed amendment will replace the current voting standard in our Articles and would require the affirmative vote of a majority of the voting power of the Company for all matters requiring shareholder approval.

If approved, this proposal will amend Article 7 of our Articles to establish a majority voting standard for the shareholder vote, consent, waiver or release on all matters requiring shareholder approval, notwithstanding any provision of the Ohio Revised Code requiring for any purpose the vote, consent, waiver or release of the shareholders entitling them to exercise two-thirds or any other portion (but less than all) of the voting power of the corporation or of any class or classes of shares thereof. Currently, Article 7 of our Articles requires a two-thirds majority vote on all matters subject to the supermajority voting standard under the Ohio Revised Code other than any proposal to effect a merger, consolidation, combination, or majority share acquisition, as such terms are defined under the Ohio Revised Code, which may be approved by the affirmative vote of the holders of shares entitling them to exercise a majority of the voting power of the Company. The adoption of a majority voting standard would be consistent with the Ohio Revised Code.

If the proposal is not approved by our shareholders, such amendment will not be implemented, our supermajority voting standard will continue in place for matters other than a merger, consolidation, combination, or majority share acquisition, and Article 7 of our Articles will continue in its current form.

Our Board has considered the trends among other publicly traded companies, best practices in corporate governance, and the benefits to our company and its shareholders of adopting a majority voting standard for all matters requiring shareholder approval. Accordingly, after careful consideration, our Board has decided to recommend this proposal for approval by our shareholders.

Under our Articles, approval of Proposal 3 requires the affirmative vote of two thirds of the shareholders represented in person or by proxy at the Annual Meeting. Broker non-votes will have no effect on the voting on this matter. Abstentions will count against this proposal.

On March 4, 2021, our Board unanimously adopted, subject to approval by our shareholders, the Myers Industries, Inc. 2021 Long-Term Incentive Plan (the “2021 Plan”). In this Proposal 4, we are asking our shareholders to approve the Plan, as proposed, including approval of a reserve of 2,800,000 additional shares of common stock available for the grant of awards under the Plan.

The Company currently maintains two stock incentive plans – the 2017 Incentive Stock Plan of Myers Industries, Inc., as Amended and Restated (the “2017 Plan”) and the Myers Industries, Inc. Employee Stock Purchase Plan (the “Employee Stock Plan”).

The purpose of the 2021 Plan is to encourage officers, directors and other key employees of, and consultants to, the Company and its Subsidiaries to acquire or increase their ownership of common stock of the Company on reasonable terms. Grants made under the 2021 Plan are part of the total compensation package for such persons and the opportunity so provided is intended to (1) foster in participants a strong incentive to put forth maximum effort for the long-term success and growth of the Company and its Subsidiaries, (2) encourage long-term strategic decision making on the part of Participants, (3) aid in retaining individuals who put forth such efforts and strategic decision making, and (4) assist in attracting the best available individuals to the Company and its Subsidiaries in the future, in each case, for the benefit of the Company’s shareholders. The 2021 Plan serves these purposes by making equity-based awards available for grant to non-associate directors in the form of:

The 2021 Plan includes a number of provisions that we believe reflect best practices and protect the interests of our shareholders. These provisions include:

NQSOs and SARs may not be granted with an exercise price less than the fair market value of our common stock on the date of grant. On March 5, 2021, the closing price per share of our common stock on the NYSE was $22.22.

At any time when the exercise price of a NQSO or an SAR is above the market price of our common stock, we cannot, without shareholder approval, “reprice” such NQSO or SAR by reducing the exercise price or exchanging such NQSO or SAR for cash or other awards (including a new NQSO or SAR) at a reduced exercise price.

All Restricted Stock and RSUs must meet minimum vesting requirements. Restricted Stock or RSUs that are performance based shall be subject to a performance period of not less than one year and Restricted Stock or RSUs that are not performance-based shall vest over a period of not less than three years from the grant date, provided that vesting may occur in pro rata installments over the three-year period with the first installment vesting no sooner than the first anniversary of the grant date. Non-employee director awards may vest no sooner than the date of the next regularly scheduled annual meeting of shareholders held after the grant date. In each case, however, vesting may occur earlier in the event of a participant’s death, total disability or retirement, or termination of a participant’s service in connection with a change of control of the Company.

The 2021 Plan provides a specific maximum share limitation and does not provide for an annual, automatic increase in the number of shares of common stock available for future awards.

Subject to the approval of this proposal, participants under the 2021 Plan are subject to an annual limitation on the value of awards that may be granted to them.

The material features of the 2021 Plan, as it is proposed, are summarized below. This summary is qualified in its entirety by reference to the complete text of the 2021 Plan, as it is proposed, which is attached to this Proxy Statement as Appendix A.

The Compensation Committee will administer the 2021 Plan. The full Board may also participate in the administration of the 2021 Plan except to the extent limited under Section 303A.05 of the NYSE Listed Company Manual. References in this Proposal 4 to the Compensation Committee also include the Board, where appropriate.

In its capacity as plan administrator, the Compensation Committee will determine which participants will be granted awards, the type of each award granted and the terms and conditions of each award. The Compensation Committee will also have full power and authority to: (1) establish, amend and rescind rules and regulations relating to the 2021 Plan; (2) interpret the 2021 Plan and all related award agreements; and (3) make any other determinations that the Compensation Committee deems necessary or desirable for the administration of the 2021 Plan. Any action taken by the Compensation Committee will be final, binding and conclusive on all persons interested in the 2021 Plan.

With respect to each award granted under the 2021 Plan, we will enter into a written or electronic award agreement with the participant which describes the terms and conditions of the award, including: (1) the type of award and when and how it may be exercised or earned; (2) any exercise price associated with the award; (3) how the award will or may be settled; (4) consideration for an award, if any required by the Committee, except as limited by the Plan; and (5) any other applicable terms and conditions affecting the award.

Subject to the adjustments discussed below, the aggregate number of shares of common stock available for the grant of awards under the 2021 Plan will be 2,800,000. Any Shares that are not subject to an award under the 2017 Plan as of the effective date of the 2021 Plan will no longer be eligible to be issued. Shares of common stock issued under the 2021 Plan may consist of: (1) treasury shares; (2) authorized but unissued shares of common stock not reserved for any other purpose; or (3) shares of common stock purchased by us in the open market for such purpose.

The Compensation Committee may adopt reasonable counting procedures to ensure appropriate counting, avoid double counting and make adjustments as described below. Except as described below, to the extent that an award granted under the 2021 Plan expires or is forfeited, cancelled, surrendered or otherwise terminated without issuance of shares to a participant, settled only in cash, or settled by the issuance of fewer shares than the number underlying the award, the shares retained by or tendered to the Company will be available under the 2021 Plan. Shares that are withheld from an award of Restricted Stock or RSUs granted under the 2021 Plan to cover withholding tax obligations related to that award or shares that are separately tendered by a participant (either by delivery or attestation) in payment of such taxes will be deemed to constitute shares not delivered to the participant and will be available for future grants under the 2021 Plan. Shares that are

During any calendar year during any part of which the 2021 Plan is in effect, awards to non-associate directors, the non-associate director occupying the role of Non-Executive Chairman of the Board (if any) and the non-associate director occupying the role of Executive Chairman of the Board (if any) will be subject to the following limits:

The minimum vesting and minimum exercisability conditions described below with respect to each type of award need not apply with respect to up to an aggregate of 5% of the shares authorized under the 2021 Plan, which may be granted (or re-granted upon forfeiture) in any form permitted under the 2021 Plan without regard to such minimum vesting or minimum exercisability requirements.

In the event of any common stock dividend, common stock split, recapitalization, merger, reorganization, consolidation, combination, spin-off, special and non-recurring distribution of assets to shareholders, exchange of shares of common stock or any other corporate transaction or event affecting the common stock, the Compensation Committee will make such substitutions and adjustments as the Compensation Committee deems equitable and appropriate to: (1) the number of shares of common stock that may be issued under the 2021 Plan; (2) any common stock-based limits imposed under the 2021 Plan; and (3) the exercise price, number of shares of common stock and other terms or limitations applicable to outstanding awards.

In addition, the Compensation Committee will be authorized to make adjustments in the terms and conditions of, and the criteria included in, awards in recognition of unusual or non-recurring events or in response to changes in applicable laws, regulations or accounting principles.

The Compensation Committee may select any of our employees, non-employee directors, or key consultants and those of our subsidiaries or affiliates to receive awards under the 2021 Plan. As of the record date, there were 2,074 eligible participants including 2,063 employees, 10 non-employee directors, and one consultant. In calendar year 2020, 42 employees, eight non-employee directors, and one consultant participated in our 2017 Plan.

During the period that shares of Restricted Stock remain subject to forfeiture: (1) we may retain the certificates representing such shares; (2) a participant may not sell or otherwise transfer such shares; and (3) unless otherwise provided in the related award agreement, a participant will generally be entitled to exercise full voting rights and receive all dividends paid with respect to such shares (except that receipt of any such dividends will be subject to the same terms, conditions and restrictions as apply to such shares). During the period that RSUs remain subject to forfeiture, a participant will have no rights as a shareholder (e.g., the right to vote or receive dividends), unless the Compensation Committee grants dividend equivalent rights as part of the RSU award.

At the end of the restriction period: (1) the participant will forfeit the shares of Restricted Stock and/or the RSUs if all terms, conditions and restrictions specified in the related award agreement have not been met; or (2) we will distribute the shares of Restricted Stock to the participant and/or settle the RSUs if all terms, conditions and restrictions specified in the related award agreement have been met.

The Compensation Committee will determine the extent to which each award granted under the Plan will vest and the extent to which a participant will have the right to exercise and/or settle the award in connection with a participant’s termination of service to the Company. Such provisions, which will be reflected in the related award agreement, need not be uniform among

Except as otherwise provided by the Board or by the Compensation Committee in the related award agreement or at any time prior to a Change of Control (as such term is defined in the Plan), in the event of a Change of Control, with respect to a NQSO, an SAR, shares of Restricted Stock or RSUs, the exercisability, vesting and/or settlement of which is based solely upon continued service as a director or passage of time, which (1) is assumed by the acquiring or surviving company upon the Change of Control and there is an involuntary termination of service as a director without cause of a participant within three months prior to or 18 months following the Change of Control or (2) is not assumed by the acquiring or surviving company upon the Change of Control:

Except as otherwise provided in a related award agreement: (1) a participant may not sell, transfer, pledge, assign or otherwise alienate or hypothecate an award, except by will or the laws of descent and distribution; and (2) during a participant’s lifetime, only the participant or his or her guardian or legal representative may exercise an award. Any award and other right may be transferred to one or more transferees during the life of a participant, and may be exercised by such transferee(s) in accordance with the terms of the award, but only if and to the extent such transfer is permitted by the Compensation Committee, subject to any terms and conditions as the Compensation Committee may impose on such transfer in the applicable award agreement.

Except as otherwise provided in the Plan or in a related award agreement, a participant will not have any rights as a shareholder with respect to shares of common stock covered by an award unless and until the participant becomes the record holder of such shares of common stock.

The Plan expressly prohibits the Board or the Compensation Committee, without shareholder approval, from amending or replacing previously granted NQSOs or SARs in a transaction that constitutes a “repricing,” meaning any reduction in exercise price, cancellation of NQSOs or SARs in exchange for other NQSOs or SARs with a lower exercise price, cancellation of NQSOs or SARs for cash, or cancellation of NQSOs or SARs for another grant if the exercise price of the cancelled NQSOs or SARs is greater than the fair market value of the shares of common stock subject to the cancelled NQSOs or SARs at the time of cancellation, other than in conjunction with a change of control or other adjustment expressly permitted under the Plan, or any other “repricing” as that term is used in Section 303A.08 of the NYSE Listed Company Manual.

The Plan will become effective upon its approval by our shareholders. Unless earlier terminated by the Board, the authority of the Compensation Committee to make grants under the Plan will terminate on the date that is ten years after the latest date upon which shareholders of the Company have approved the Plan.

The Board may amend, suspend or terminate the Plan at any time, except that no amendment or termination may be made without shareholder approval if: (1) such approval is required by any federal or state law or regulation or the NYSE Rules or the rules of any other stock exchange or automated quotation system on which the common stock of the Company may then be listed or quoted; (2) the amendment would materially increase the number of shares reserved for issuance and delivery

Although the participants to be granted awards and the amount and nature of awards to be granted to a particular participant under the Plan are within the discretion of the Compensation Committee, if the proposed 2021 Plan is approved by the Company’s shareholders at the 2021 Annual Meeting, the annual award of restricted stock to be made to each of the non-employee directors as described in the section of this Proxy Statement captioned “PROPOSAL NO. 1 – ELECTION OF DIRECTORS – Director Compensation” may be made from the 2021 Plan beginning with the awards made immediately following the 2021 Annual Meeting.

The following is a brief summary of the general U.S. federal income tax consequences relating to participation in the Plan. This summary is based on U.S. federal tax laws and Treasury Regulations in effect on the date of this Proxy Statement and does not purport to be a complete description of the U.S. federal income tax laws. In addition, this summary does not constitute tax advice or describe federal employment, state, local or foreign tax consequences. Each participant will be advised to consult with his or her tax advisor concerning the U.S. federal income tax and other tax consequences of participating in the Plan.

A participant will not recognize any income when a NQSO is granted, and we will not receive a deduction at that time. However, when a NQSO is exercised, a participant will recognize ordinary income equal to the excess, if any, of the fair market value of the shares of common stock that the participant purchased on the date of exercise over the exercise price. If a participant uses shares of common stock or a combination of shares and cash to pay the exercise price of a NQSO, the participant will recognize ordinary income equal to the value of the excess of the number of shares that the participant purchases over the number of shares that the participant surrenders, less any cash the participant uses to pay the exercise price. When a NQSO is exercised, we will be entitled to a deduction equal to the ordinary income that the participant recognizes.

If the amount a participant receives upon disposition of the shares of common stock that the participant acquired by exercising a NQSO is greater than the sum of the aggregate exercise price that the participant paid plus the amount of ordinary income recognized by the participant upon exercise, the excess will be treated as a long-term or short-term capital gain, depending on whether the participant held the shares for more than one year after the participant acquired them by exercising the NQSO. Conversely, if the amount a participant receives upon disposition of the shares of common stock that the participant acquired by exercising a NQSO is less than the sum of the aggregate exercise price the participant paid plus the amount of ordinary income recognized by the participant upon exercise, the difference will be treated as a long-term or short-term capital loss, depending on whether the participant held the shares for more than one year after the participant acquired them by exercising the NQSO.

A participant will not recognize taxable income when an SAR is granted, and we will not receive a deduction at that time. When an SAR is exercised, a participant will recognize ordinary income equal to the excess of the cash and/or the fair market value of the shares of common stock the participant receives over the aggregate exercise price of the SAR, if any, and we will be entitled to a corresponding deduction. If the amount a participant receives upon disposition of the shares of common stock that the participant acquired by exercising an SAR is greater than the sum of the aggregate exercise price that the participant paid plus the amount of ordinary income recognized by the participant upon exercise, the excess will be treated as a long-term or short-term capital gain, depending on whether the participant held the shares for more than one year after the participant acquired them by exercising the SAR. Conversely, if the amount a participant receives upon disposition of the shares of common stock that the participant acquired by exercising an SAR is less than the sum of the aggregate exercise price that the participant paid plus the amount of ordinary income recognized by the participant upon exercise, the difference will be treated as a long-term or short-term capital loss, depending on whether the participant held the shares for more than one year after the participant acquired them by exercising the SAR.

Unless a participant makes an election under Section 83(b) of the Internal Revenue Code (a “Section 83(b) Election”), the participant generally will not recognize taxable income when Restricted Stock is granted, and we will not receive a deduction at that time. Instead, a participant will recognize ordinary income when the Restricted Stock vests (i.e., when the underlying shares of common stock are freely transferable or not subject to a substantial risk of forfeiture) equal to the fair market value of the shares of common stock that the participant receives when the terms, conditions and restrictions have been met, less any consideration paid for the Restricted Stock, and we generally will be entitled to a deduction equal to the income that the participant recognizes.

If the amount a participant receives upon disposition of these shares of common stock is greater than the fair market value of the shares when the Restricted Stock vested, the excess will be treated as a long-term or short-term capital gain, depending on whether the participant held the shares for more than one year after the Restricted Stock vested. Conversely, if the amount the participant receives upon disposition of these shares of common stock is less than the fair market value of the shares when the Restricted Stock vested, the difference will be treated as a long-term or short-term capital loss, depending on whether the participant held the shares for more than one year after the Restricted Stock vested.

If a participant makes a Section 83(b) Election, the participant will recognize ordinary income on the grant date equal to the fair market value of the shares of common stock subject to the Restricted Stock award on the grant date, and we will be entitled to a deduction equal to the income that the participant recognizes at that time. However, the participant will not recognize income when (and if) the Restricted Stock vests. If a participant who has made a Section 83(b) Election earns the shares of common stock subject to a Restricted Stock award, any appreciation between the grant date and the date the participant disposes of the shares will be treated as a long-term or short-term capital gain, depending on whether the participant held the shares for more than one year after the grant date. Conversely, if the amount the participant receives upon disposition of these shares of common stock is less than the fair market value of the shares on the grant date, the difference will be treated as a long-term or short-term capital loss, depending on whether the participant held the shares for more than one year after the grant date. Also, if a participant forfeits his or her Restricted Stock, the participant cannot take a tax deduction in connection with the forfeiture of the Restricted Stock subject to a Section 83(b) Election.

A participant will not recognize taxable income when a RSU is granted, and we will not receive a deduction at that time. When a RSU vests and is settled, the participant will recognize ordinary income equal to the cash and/or the fair market value of the shares of common stock the participant receives at the time of settlement, and we will be entitled to a corresponding deduction.

If the amount a participant receives upon disposition of the shares of common stock received upon settlement of the RSU is greater than the fair market value of the shares when the RSU vested, the excess will be treated as a long-term or short-term capital gain, depending on whether the participant held the shares for more than one year after the RSU vested. Conversely, if the amount the participant receives upon disposition of these shares of common stock is less than the fair market value of the shares when the RSU vested, the difference will be treated as a long-term or short-term capital loss, depending on whether the participant held the shares for more than one year after the RSU vested.

A non-employee director will not recognize taxable income when a director award is deferred and stock units are credited to his or her bookkeeping account. When a director receives a distribution of shares of common stock or cash for such deferred stock units, the director will recognize ordinary income equal to the fair market value of the shares of common stock or cash the participant receives at the time of such distribution.

Section 409A of the Internal Revenue Code imposes certain restrictions on amounts deferred under non-qualified deferred compensation plans and a 20% additional tax on amounts that are subject to, but do not comply with, Section 409A. Section 409A includes a broad definition of non-qualified deferred compensation plans, which includes certain types of equity incentive compensation. The Company intends for the awards granted under the Plan to comply with or be exempt from the requirements of Section 409A and the Treasury Regulations promulgated thereunder.

The Plan requires the affirmative vote of a majority in voting interest of the shareholders present in person or by proxy and voting thereon. Under applicable NYSE Rules, broker non-votes will not be treated as votes cast. Abstentions will be treated as votes cast and will have the effect of a vote “AGAINST” the proposal.

Myers Industries, pursuant to Section 14A of the Securities Exchange Act of 1934, provides shareholders with the opportunity to cast an annual advisory vote on executive compensation (“Say-on-Pay”). The Compensation Committee has designed our executive compensation program (as described further in the Compensation Discussion & Analysis (“CD&A”) and tabular disclosures of this Proxy Statement) principally as follows:

At the 2020 Annual Meeting of shareholders, over 98% of the votes cast on the Say-on-Pay proposal were voted in favor of the compensation of our named executive officers. The Compensation Committee evaluated those results as evidencing shareholder general support of the current structure of our executive compensation program.

We are presenting the following proposal, which gives you, as a shareholder, the opportunity to endorse or not endorse our executive compensation program by voting “FOR” or “AGAINST” the following resolution.

Although the advisory vote is non-binding, the Board values shareholders’ opinions, and the Compensation Committee will review the results of the vote and consider shareholders’ concerns and take those matters into account when considering future decisions concerning our executive compensation program.

In this section, we describe the material components of our executive compensation program for our named executive officers (“NEOs”), whose compensation for 2020 is set forth in the Summary Compensation Table and other compensation tables contained in this Proxy Statement.

The Compensation Committee is responsible for overseeing our executive compensation plans and policies, administering our equity plans, and approving all compensation for our NEOs.

The Compensation Committee believes that the Company’s NEOs should be paid in a manner that attracts the best-available talent, drives performance, encourages an appropriate sensitivity to risk, and encourages and rewards increases in shareholder value. This philosophy is achieved through the Company’s base salary, annual bonus opportunity, long-term incentive plan and other benefits, which are described in greater detail later in this Proxy Statement. Myers Industries’ NEOs are compensated in a manner consistent with the Company’s strategy, competitive practice, sound compensation governance principles, and shareholder interests.

The Company’s compensation program is designed to compensate the Company’s NEOs in a manner consistent with the Company’s near and long-term strategic vision. The Company’s compensation program seeks to achieve this through the mixture of base pay, short and long-term incentives, and the provision of other benefits. Base pay and other benefits provide appropriate compensation to attract and retain talent. Short-term incentives are tied to the achievement of Company growth with targets intended to advance the long-term strategic vision of the Company. Long-term incentives, which in 2020 comprised from 22% to 50% of each NEOs’ target compensation and which are primarily comprised of equity awards, provide executives with an ownership stake in the Company (emphasizing the “act like owners” principle of the Company) and help drive long-term shareholder value creation. Further, long-term incentive awards are based on performance metrics (EBITDA and free cash flow as a percentage of sales) that support the achievement of the Company’s operating principles.

Our success depends largely on the contributions of motivated, focused and energized executives all working to achieve our strategic objectives. The Compensation Committee and senior management, with assistance from our independent compensation advisor, develop competitive pay programs for our executives and we follow the basic tenets set forth in the following table:

Our executive compensation program consists of elements designed to provide an integrated and competitive total pay package: base salary, annual bonus, long-term incentives and benefits. A majority of the compensation package for NEOs is performance-based and the metrics are focused on paying for growth.

Our 2020 executive compensation program was designed to reinforce the relationship between the interests of our NEOs and our shareholders and is comprised of three primary components: base pay (salary), annual cash bonus and long-term incentives. The objectives and key characteristics of each element of our 2020 executive compensation program are summarized in the following table: