Myers Industries (MYE) DEF 14ADefinitive proxy

It is a privilege to work on behalf of Myers Industries’ shareholders as its board Chair. As is my custom with this annual letter, I am writing to update you on the board’s work throughout the year.

The most notable development for Myers was the team’s hard work to acquire Signature Systems, which closed last month. We believe Signature represents a very attractive business with very capable management, for which we paid a relatively attractive price. Another significant development of last year was the May hiring of Grant Fitz as Executive VP and Chief Financial Officer. Please read CEO Mike McGaugh’s Shareholder Letter in our 2023 Annual Report to Shareholders for details on the Company’s operations.

At our board meetings, we always talk about safety, which is a priority. We also review one of our operating divisions at each of our regular board meetings. At our three-day strategy meeting in October, we review all divisions and budget for the following year and for review for the following three years. During the year, the board held formal educational sessions on cybersecurity.

In 2023, the board had a third party give an independent review of the company’s governance practices. Our Audit Committee also had our independent auditors give a presentation on “best practices” for such committees.

Your board continues to emphasize recruitment and refreshment. Two of the seven independent directors on this year's slate are women, we have diverse representation on the board, and only one of our director nominees has served over 10 years. We also believe it is important to annually undergo board self-evaluations.

We believe it is also important to review the Company’s talent and succession planning annually. As a board, we also review and focus on the Company’s enterprise risk management. At each meeting, we review the funnel of potential acquisitions. Importantly, we also stress conducting “post mortems” on prior acquisitions in order to improve the results in the future.

With regard to Environmental, Social, and Governance (ESG) Matters, the board meets regularly to discuss best practices and our continued progress toward these goals. Early in 2022, Myers issued its first ESG Report. We also issued our third updated annual ESG report in March of this year.

Last year, Institutional Shareholder Services (ISS) gave us the top possible grade for governance matters. Our goal is to continually improve our grade on environmental and social matters.

For the eighth 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 more than seventy-five percent of outstanding shares and met with fellow owners to discuss governance, strategy, compensation, risk, and ESG, among other important topics. We were gratified by the results of the “say on pay” vote at last year’s annual meeting, with more than 99% of the total shares voted being in favor of the proposal. We believe pay for performance remains aligned with shareholder interests.

Recognizing that it is a short-term measure of performance, after good performance in 2022, we were disappointed with the total return of Myers’ stock during 2023. Last year – a year in which the S&P 500’s return was approximately 26.3% -- Myers’ total return was approximately negative 9.5%.

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 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.

The Board of Directors of Myers Industries, Inc. (“Myers” or the “Company”) has fixed the close of business on March 1, 2024, 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 25, 2024 (the “Annual Meeting”). This Proxy Statement, together with the related proxy card and our 2023 Annual Report to Shareholders, is being mailed to our shareholders on or about March 18, 2024. To be sure that your shares are properly represented at the Annual Meeting, whether or not you intend to attend the Annual Meeting via the 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.

In a year marked by inflation, a tight labor market, supply chain challenges, and rising interest rates, we delivered strong financial performance and value for our shareholders, including:

We continued to be aligned and centered on our True North, our mission, which is: to transform our Material Handling Segment into a high-growth business that is a true innovator of plastic solutions, while we also continue to grow and optimize our Distribution Segment.

Myers’ 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 8 nominees recommended by the Corporate Governance 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 12.

Myers has an experienced and effective Board focused on shareholder value creation. The Board is proposed to be comprised of 8 members, all of whom are independent other than Mr. McGaugh. 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 continue to evolve our best-in-class corporate governance practices which include regular outreach and engagement with our investors. Shareholder feedback is an essential component of our corporate governance practices and helps to drive increased transparency, accountability and, ultimately, more active, engaged and effective corporate oversight. In 2023, we reached out to our top 14 shareholders, representing more than 70% of shares owned, and we engaged with three of those shareholders, with discussions focused on the following areas:

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 (“CMD 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’ executive compensation program, set forth by the CMD Committee, is designed to implement our executive pay philosophy to:

Our 2023 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 2023 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.

Myers continues to strengthen our corporate governance practices, including regular outreach and engagement with our investors. Shareholder feedback is an essential component of our corporate governance practices and helps to drive increased transparency, accountability and, ultimately, more active, engaged and effective corporate oversight. As part of this shareholder outreach, Myers contacted our top 14 shareholders, representing more than 70% of shares owned. Myers also attended three investor conferences and one non-deal roadshow in meeting and presenting the Myers story to current and potential shareholders. Additionally, we met with multiple different interested investors who currently do not hold a Myers position, converting at least one of these potential investors into a Myers shareholder. Along with a Company and financial overview, topics in these meetings included discussions on Board governance and oversight of strategy, executive compensation, ERM and ESG, and Board diversity, skill sets, and continuing education. Regarding ESG, investors were particularly interested in discussing the recyclability of Myers’ products and the opportunity for Myers to replace existing incumbent products that are not recyclable in many of our end markets. Finally, Myers hired a new lead for Investor Relations in the fourth quarter of 2023 to further expand our investor outreach and to help drive additional external interest in Myers.

In 2020, the Company added Section 13 to Article I of our Regulations to include proxy access provisions for certain shareholder nominations of directors. 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 of our Regulations.

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 enterprise risk management (“ERM”). The focus of management’s assessment includes a review of strategic, financial, operational, compliance, cybersecurity, reputational and technology (“IT’’) objectives and risks for the Company. In addition:

In connection with the annual ERM updates by management, the Audit Committee and full Board review cybersecurity risks and objectives, including the Company’s programs to monitor, identify and mitigate cybersecurity risks. The Company takes cybersecurity threats seriously, including regular reassessment of cybersecurity risks both internally and with third parties and updates to the Board at least annually. The Company's information security management system is based upon the National Institute of Standards and Technology Cybersecurity Framework. Among other best practices, the Company uses multi-factor authentication wherever possible, maintains current versions of firewalls and security software, performs regular cybersecurity training and email phishing campaigns for employees, uses third parties to perform intrusion testing, and maintains disaster recovery and incident response plans, which include retainer contracts for third party cybersecurity response specialists. The Company employs a combination of active and passive methods to monitor for new or developing cybersecurity risks. The Company also maintains cybersecurity insurance.

The Board and the Audit Committee regularly receive reports and training from management and third parties on cybersecurity matters, as part of the Company’s overall enterprise risk management program and oversight thereof. Management is responsible for developing cybersecurity programs, including as may be required by applicable law or regulation. Company IT personnel have the appropriate expertise in IT and cybersecurity, which generally has been gained from a combination of education, including relevant degrees and/or certifications, and prior work experience. Company cybersecurity personnel monitor the prevention, detection, mitigation and remediation of cybersecurity incidents as part of the cybersecurity programs described above. Incidents, if any, are escalated to management and the Board according to the Company’s incident response policy.

The Company maintains a Clawback Policy, as required by Section 303A.14 of the NYSE Listed Company Manual, that provides for the recovery of “erroneously awarded” incentive based compensation if the Company is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirements under the federal securities laws. The Clawback Policy is administered by the CMD Committee and applies to current and former executive officers as described in the Clawback Policy.

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 2023, the Board and each Committee met regularly in executive session at each of their respective meetings.

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. The hotline is available by phone by dialing from an outside line in the United States at 1-877-285-4145; Canada at 1-833-604-0812; and Central America at 800-1785 (at the English prompt dial 833-604-0812) or by Internet at www.myersindustries.ethicspoint.com where you will be prompted to answer a series of questions and submit a report by selecting the country in which you are located and the country in which the violation took place under “To Make a Report”. All reports made through the hotline are directed to the Chair 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 recently amended and restated our Code of Ethics and Business Conduct (the “Code”), which also incorporates a Code of Ethical Conduct for the Finance Officers and Finance Department Personnel. This Code embodies our firm commitment to ethical and legal business practices and helps ensure that we promote integrity throughout all aspects of our Company. It provides clear guidelines regarding how we approach important issues and decisions that may arise as we strive to provide the best service to our customers and the best work environment for our employees. It also confirms our Board’s expectation that all of our officers, directors and other members of our workforce act ethically and fully comply with all of our corporate policies at all times. The Code is available on the “Corporate Governance” page accessed from the “Investor Relations” page on our website at www.myersindustries.com.

The Board and each Committee of the Board conduct annual assessments to evaluate whether the Board and its Committees are functioning effectively. In 2020, 2021, and 2023, self-assessments were conducted with the assistance of independent outside counsel and the results were reviewed with individual directors, each Committee, and the Board. In 2022, the evaluation process was conducted by an independent consultant and feedback was provided to the Board. The Board intends to continue to utilize this independent consultant evaluation 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:

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 ESG is grounded in our commitments to the environment, to protecting and supporting our employees and the communities where we operate, and to good corporate governance practices which directly impact our performance and value. We organize our efforts under the ESG pillars of Products, Planet, and People, which are supported by a strong foundation of Governance, Ethics and Integrity, to help guide our work and manage material impacts.

We continue to govern and manage Myers ESG impacts and opportunities through our internal ESG committee. The cross-functional team of senior and executive leaders is responsible for establishing key metrics, goals, and reporting standards across the Company. The ESG Committee meets regularly and reports to the CEO and Board at least annually on material ESG impacts and opportunities. Myers updates, as needed, its ESG committee charter, which outlines its purpose, guiding principles, accountability and governance, membership, priorities, responsibilities, and meeting cadence. We are happy to report we’ve added two new members from the business starting in 2024 so the ESG Committee can capture a well-rounded view of Myers’ ESG initiatives and their impact at the business level. We also continue to make enhancements to our health and safety management system to support our people and advance our positive safety culture.

We published our third ESG report in March 2024. Embracing the theme, “Today. Tomorrow. Together.”, the report disclosed our progress on advancing ESG impacts across the enterprise. During 2023, we enhanced our focus on recycling resin and products, improving safety and tracking and reporting energy and greenhouse gas emissions.

In 2023, Myers again completed and submitted a CDP questionnaire and our Buckhorn business participated in the EcoVadis assessment. Buckhorn improved its EcoVadis score in 2023 and maintained a bronze rating from the sustainability assessment tool. As part of our commitment to continuous improvement, we plan to continue to update and enhance our ESG policies as well as improve our ESG disclosures, including continuing to publish an ESG report in alignment with GRI.

We continue to evolve our best-in-class corporate governance practices which include regular outreach and engagement with our investors. Shareholder feedback is an essential component of our corporate governance practices and helps drive increased transparency, accountability and, ultimately, more active, engaged and effective corporate oversight. In 2023, we reached out to our top 14 shareholders representing more than 70% of shares owned to discuss Board governance and oversight of strategy, our executive compensation practices, and other currently evolving topics such as enterprise risk management and ESG.

During the year, the Board held formal educational sessions on cybersecurity and current best practices in corporate governance, all led by outside advisors. The Board also annually engages in an evaluation process, utilizing a self-assessment process coordinated by independent outside counsel or, every third year, engaging an outside independent party to conduct an evaluation process.

The Board continues to emphasize recruitment and refreshment. Two of our seven independent director nominees are women, we have diverse representation on the Board, and only one of our directors has served over 10 years.

We were also gratified by the results of the “say on pay” vote at last year’s annual meeting, with more than 99% of the total shares voted cast in favor of the proposal.

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.

Each of the following nominees is unanimously recommended by the Governance Committee. The Governance Committee believes that each of the nominees possesses certain key attributes that are believed to be important for an effective Board.

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 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 60 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 Nominations” and then send a signed letter of nomination to the following address: Corporate Governance 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 Securities Exchange Act of 1934, as amended (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 Company 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 six regularly scheduled and special meetings of the Board in 2023. During 2023, all directors attended at least 75% of the aggregate total number of the meetings of the Board and committees on which they served. All of our directors and nominees attended our 2023 Annual Meeting. Although we do not have a formal policy requiring directors to attend the Annual Meeting, our directors are encouraged to attend, and to do so in person when permissible.

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

The Audit Committee assists our Board in the oversight and integrity of our financial statements and enterprise risk management, ensures our structure meets legal and regulatory requirements, and oversees our internal auditing functions, controls, and procedures. The Board determined that based on their extensive financial background and expertise William Foley, Jack Liebau and Lori Lutey each met the criteria of an “audit committee financial expert” under SEC rules. None of our Audit Committee members serve on more than two other public company audit committees.

The CMD Committee administers our executive 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.

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, evaluating the overall effectiveness of our Board, and the Board’s oversight of the Company’s ESG management.

The Board has adopted written charters for each of the Audit Committee, the CMD 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 2023 reflected the recommendations of the CMD 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.

The Company’s non-employee director compensation program includes an annual cash retainer and an equity-based award. Directors who are employees of the Company do not receive either an 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.

In 2023, each non-employee director received an annual cash retainer of $100,000 and an equity-based award under our 2021 Long-Term Incentive Stock Plan, as Amended and Restated (the “2021 Plan”) with a target value of $100,000 at the grant date of our 2023 Annual Meeting of Shareholders. The cash portions of the retainers in 2023 for our non-employee directors’ annual service and committee and Board chair service is set forth below.

On February 29, 2024, our Board unanimously adopted the ESPP, subject to approval by our shareholders. If approved by our shareholders, the ESPP will become effective as of October 1, 2024. Our Board believes that approval of the ESPP will advance the interests of the Company by providing eligible employees the opportunity to purchase common stock in the Company. Accordingly, the Board unanimously recommends a vote in favor of the ESPP.

The purpose of the ESPP is to encourage stock ownership in the Company by all eligible employees through the purchase of shares of our common stock. The ESPP is intended to qualify as an “employee stock purchase plan” meeting the requirements of Section 423 of the Internal Revenue Code.

The maximum aggregate number of shares of our common stock that may be purchased under the ESPP will be 500,000 shares, subject to adjustment as provided for in the ESPP. The share pool for the ESPP represents approximately 1.35% of the total number of 36,939,137 shares of our common stock outstanding as of March 7, 2024. The number of outstanding shares will not materially change between March 7, 2024 and March 16, 2024. In determining the number of shares to reserve for the ESPP, our Board considered the potential dilutive impact to shareholders, the projected participation rate over the ten-year term of the ESPP and equity plan guidelines established by certain proxy advisory firms. If the ESPP is approved by shareholders, no additional options to purchase shares of common stock will be granted under the Myers Industries, Inc. Employee Stock Purchase Plan, effective January 1, 2019 and last amended effective as of October 1, 2022. As of March 7, 2024, there were 87,928 remaining authorized shares that could be issued under this current Employee Stock Purchase Plan (approximately 0.24% of our current outstanding shares).

A summary of the material terms of the ESPP, as it is proposed, is set forth below. The summary does not purport to be complete and is qualified in its entirety by reference to the full text of the ESPP, as it is proposed, which is attached to this Proxy Statement as Appendix A.

Subject to adjustment as provided in the ESPP, a total of 500,000 shares of our common stock will be made available for purchase under the ESPP. The shares may be newly issued shares, treasury shares or shares acquired in the open market. In the event that any dividend or other distribution, recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of common stock or other securities of the Company, or other change in the Company’s structure affecting the common stock occurs, then, in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the ESPP, the CMD Committee will, in such manner it deems equitable, adjust the number of shares and class of common stock that may be delivered under the ESPP, the purchase price per share and number of shares of common stock covered by each outstanding option to purchase under the ESPP, the number of shares reserved under the ESPP, and the number of shares subject to the purchase period limit.

The CMD Committee will administer the ESPP, and will have the authority to construe and interpret the terms of the ESPP and take any other actions necessary or desirable for the administration of the ESPP. The CMD Committee will determine eligibility to participate in the ESPP, subject to the terms of the ESPP. The CMD Committee may delegate to a Company officer or to one or more other persons some or all of its responsibilities and duties to administer the Plan.

Generally, any employee of the Company or any of its participating subsidiaries will be eligible to participate in an offering period if, as of the first day of the enrollment period for the offering period, the employee has been employed by the Company or a participating subsidiary for at least 30 days and is customarily employed for at least 20 hours per week.

No employee may be granted an option to purchase shares of our common stock under the ESPP if (i) immediately after the grant, the employee would own capital stock of the Company or hold outstanding options to purchase stock possessing 5% or

As of March 7, 2024, approximately 1,809 employees, including all of the Company’s executive officers, would be eligible to participate in the ESPP.

Pursuant to the terms of the ESPP, on the first trading day of each offering period, a participant will be granted an option to purchase shares of our common stock on the last trading day of such offering period (which we refer to as the “purchase date”). Unless and until the CMD Committee determines otherwise in its discretion, offering periods will be consecutive three month periods. If the ESPP is approved by our shareholders, it is anticipated that the first offering period will commence during October 2024. The CMD Committee will have the authority to change the duration, frequency, start and end date of offering periods without shareholder approval.

The ESPP permits each participant to purchase shares of our common stock through payroll deductions of up to 5% of the participant’s eligible compensation; provided, however, that a participant may not purchase more than 250 shares of our common stock during each offering period, subject to adjustment as provided in the ESPP. No interest will accrue on a participant’s contributions to the ESPP. A participant generally may not increase or decrease the rate of the participant’s contributions during an offering period, but a participant may increase or decrease the participant’s rate of payroll deductions for future offering periods. A participant’s payroll deduction authorization will remain in effect for subsequent offering periods unless the participant’s participation in the ESPP terminates, the participant withdraws from an offering period, or the participant timely submits a new enrollment form authorizing a new rate of payroll deductions.

Unless a participant terminates employment or otherwise become ineligible to participate in the ESPP (within the timeframes described below) or timely withdraws from an offering period, the participant’s option will automatically be exercised on the purchase date of each offering period. The participant’s accumulated payroll deductions will be used to purchase the maximum number of whole shares of common stock that can be purchased with the amounts in the participant’s notional account, provided that a participant may not purchase more than 250 shares during each offering period (subject to adjustment as provided in the ESPP). In other words, the number of shares of our common stock purchased will be determined by dividing the payroll contributions accumulated in the participant’s notional account by the applicable purchase price. No fractional shares of our common stock may be purchased. Any contributions accumulated in a participant’s notional account which are not sufficient to purchase a full share of our common stock will be maintained in the participant's notional account for purchase in a future offering period.

Until otherwise determined by the CMD Committee, the purchase price of the shares during each offering period will be 85% of the lower of (i) the fair market value per share of our common stock on the first trading day of such offering period or (ii) the fair market value per share of our common stock on the last trading day of such offering period.

A participant may withdraw from participating in an offering period at any time that is at least 15 days before the purchase date for such offering period and all, but not less than all, of the participant’s accrued contributions not yet used to purchase shares of our common stock will be returned to him or her, as soon as administratively practicable, without interest. If a participant withdraws from an offering period, he or she must re-enroll in the ESPP in order to re-commence participation in a subsequent offering period.

If a participant ceases to be an eligible employee for any reason (including termination), at least 30 days before the purchase date for an offering period, the participant will be deemed to have elected to withdraw from the ESPP and the participant’s contributions not yet used to purchase shares of our common stock will be returned to him or her, as soon as administratively practicable, without interest. If a participant ceases to be an eligible employee less than 30 days before the applicable purchase date, the accumulated payroll deductions will be used to purchase shares on the purchase date.

No participant will have any voting, dividend, or other shareholder rights with respect to shares of common stock subject to any option granted under the ESPP until such shares have been purchased and delivered to the participant.

Unless otherwise determined by the CMD Committee, participants in the ESPP will not be required to hold the shares of our common stock acquired under the ESPP for a specified period after the purchase date.

A participant may not assign, transfer, pledge or otherwise dispose of in any way (other than by will or the laws of descent and distribution) the participant’s rights with regard to options granted under the ESPP or contributions credited to the participant’s nominal account.

The ESPP provides that in the event of a merger, reorganization, consolidation, acquisition of property or stock, separation, or other corporate event (a “corporate transaction”), outstanding options will be assumed or equivalent options substituted by the successor corporation or a parent or subsidiary of such successor corporation in accordance with Section 424 of the Internal Revenue Code. If the successor corporation refuses to assume or substitute the outstanding options, the offering period then in progress will be shortened, and a new purchase date will be set. The Company will notify each participant that the purchase date has been changed and that the participant’s option will be exercised automatically on the new purchase date unless prior to such date the participant has withdrawn from the offering period.

The CMD Committee, in its sole discretion, may amend, suspend, or terminate the ESPP at any time and for any reason. If the ESPP is terminated, the CMD Committee, in its discretion, may elect to terminate the outstanding offering period either immediately or upon completion of the purchase of shares of our common stock on the next purchase date (which may be sooner than originally scheduled, if determined by the CMD Committee in its discretion), or may elect to permit the offering period to expire in accordance with its terms. If the offering period is terminated prior to expiration, all amounts then credited to participants’ accounts that have not been used to purchase shares of our common stock will be returned to the participants as soon as administratively practicable.

Subject to the terms of the ESPP, the CMD Committee may amend the terms of the ESPP, or an offering, or provide for separate offerings under the ESPP to, among other things, reflect the impact of local law outside of the United States as applied to one or more eligible employees of a designated subsidiary and may, where appropriate, establish one or more sub-plans to reflect such amended provisions.

The following is a brief summary of the general U.S. federal income tax consequences of options granted under the ESPP. 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 all U.S. federal tax laws or regulations that may apply, and does not address any local, state or other country laws. Therefore, no one should rely on this summary for individual tax compliance, planning or decisions. Participants in the ESPP should consult their own professional tax advisors concerning tax aspects of options granted under the ESPP. The discussion below concerning tax deductions that may become available to the Company under U.S. federal tax law is not intended to imply that the Company will necessarily obtain a tax benefit from those deductions. Taxation of equity-based payments in other countries is complex, does not generally correspond to U.S. federal tax laws, and is not covered by the summary below.

The ESPP is intended to qualify as an “employee stock purchase plan” meeting the requirements of Section 423 of the Internal Revenue Code. Under these provisions, a participant will not recognize taxable income until the participant sells or otherwise disposes of the shares purchased under the ESPP. If a participant disposes of the shares acquired under the ESPP

If a participant disposes of shares before expiration of two years from the option grant date and one year from the date the shares of common stock are purchased, then the participant is deemed to have a disqualifying disposition and must treat as ordinary income the excess of the fair market value of the shares on the purchase date over the purchase price. Any additional gain or loss will be treated as long-term or short-term capital gain or loss, depending on the participant’s holding period with respect to such shares. The Company will be allowed a deduction equal to the amount of ordinary income recognized by the participant in a disqualifying disposition.

As of the date of this Proxy Statement, no employee has been granted any options under the proposed ESPP. Accordingly, the benefits to be received pursuant to the ESPP by the Company’s executive officers and employees are not determinable at this time.

The ESPP 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 and therefore will have no effect on the outcome of this proposal. Abstentions will be treated as votes cast and will have the effect of a vote “AGAINST” the proposal.

On February 29, 2024, our Board unanimously adopted, subject to approval by our shareholders, the Myers Industries, Inc. 2024 Long-Term Incentive Plan (the “2024 Plan”). In this Proposal 3, we are asking our shareholders to approve the 2024 Plan, as proposed, including to authorize the issuance of up to 2,500,000 shares of our common stock pursuant to awards under the 2024 Plan and to authorize the grant of stock options that qualify for treatment as incentive stock options for purposes of Section 422 of the Internal Revenue Code.

The Company currently maintains three stock incentive plans – the 2017 Incentive Stock Plan of Myers Industries, Inc., as amended and restated (the “2017 Plan”), the Myers Industries, Inc. 2021 Long-Term Incentive Plan (the “2021 Plan”) (collectively, the “Prior Plans”), and the Myers Industries, Inc. Employee Stock Purchase Plan (the “Employee Stock Purchase Plan”). The last year in which awards were granted under the 2017 Plan was 2021, prior to approval and adoption of the 2021 Plan by our shareholders on April 29, 2021.

The following describes the total shares which may be delivered under the Prior Plans pursuant to awards outstanding under the Prior Plans as of March 16, 2024. As of March 7, 2024, the most recently available date before the date of this proxy statement, 36,939,137 shares of our common stock were outstanding. The number of outstanding shares will not materially change between March 7, 2024 and March 16, 2024.

Total shares subject to outstanding awards under the Prior Plans as of March 16, 2024 were 943,634 (approximately 2.55% of our outstanding shares) comprised of the following:

No new awards have been, or will be, granted under the 2021 Plan after March 16, 2024 unless the 2024 Plan is not approved by shareholders. As of March 16, 2024, the number of shares that otherwise remained available for future awards under the 2021 Plan that no longer are available for future awards (assuming the 2024 Plan is approved by shareholders) totaled 206,623.

The aggregate number of shares of common stock requested to be available for grants of awards under the 2024 Plan is 2,500,000 (of which up to 500,000 shares may be granted as incentive stock options). In determining the number of shares to request for issuance under the 2024 Plan, we considered the dilutive impact of the number of awards granted and earned under the Prior Plans over the last three calendar years, which we believe has been well-managed. No stock options or stock appreciation rights have been granted in the last three years.

The purpose of the 2024 Plan is to encourage officers, directors and other employees of, and key 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 2024 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

The 2024 Plan includes a number of provisions that we believe reflect best practices and protect the interests of our shareholders. These provisions include:

Options 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 7, 2024, the closing price per share of our common stock on the NYSE was $21.44.

The 2024 Plan does not permit the “repricing” of Options or SARs without shareholder approval. This includes a prohibition on reducing the exercise price or cancelling an Option or SAR in exchange for another Option or SAR with a lower exercise price.

Except in limited circumstances, 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. Except in limited circumstances, Options that vest based on the passage of time shall have a minimum vesting period of one year. Non-employee director awards generally will 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, disability or retirement, or termination of a participant’s service in connection with a change of control of the Company. Retirement is defined in the 2024 Plan as a voluntary termination of employment after attaining age 60 and completing at least five years of service.

The 2024 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 2024 Plan are subject to an annual limitation on the value of awards that may be granted to them.

A summary of the material terms of the 2024 Plan, as it is proposed, is set forth below. This summary does not purport to be complete and is qualified in its entirety by reference to the full text of the 2024 Plan, as it is proposed, which is attached to this Proxy Statement as Appendix B.

The CMD Committee will administer the 2024 Plan. The full Board may also participate in the administration of the 2024 Plan except to the extent limited under Section 303A.05 of the NYSE Listed Company Manual. References in this Proposal 3 to the CMD Committee also include the Board, where appropriate.

In its capacity as plan administrator, the CMD Committee will determine which participants will be granted awards, the type of each award granted and the terms and conditions of each award. The CMD Committee will also have full power and authority to: (1) establish, amend and rescind rules and regulations relating to the 2024 Plan; (2) interpret the 2024 Plan and all related award agreements; and (3) make any other determinations that the CMD Committee deems necessary or desirable for the administration of the 2024 Plan. Any action taken by the CMD Committee will be final, binding and conclusive on all persons interested in the 2024 Plan.

With respect to each award granted under the 2024 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 CMD Committee, except as limited by the 2024 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 2024 Plan will be 2,500,000, of which up to 500,000 shares may be granted as ISOs. For purposes of clarity, no new awards have been, or will be, granted under the 2021 Plan after March 16, 2024 unless the 2024 Plan is not approved by shareholders (and no new awards were granted under the 2017 Plan as of the effective date of the 2021 Plan). As of March [16], 2024, the number of shares that otherwise remained available for future awards under the 2021 Plan that no longer are available for future awards (assuming the 2024 Plan is approved by shareholders) totaled [•]. Shares of common stock issued under the 2024 Plan may consist of: (1) treasury shares; or (2) authorized but unissued shares of common stock not reserved for any other purpose.

The CMD 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 2024 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 for future grants under the 2024 Plan. Shares that are withheld from an award of Restricted Stock or RSUs granted under the 2024 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 2024 Plan. Shares that are withheld from, or that are tendered by a participant (either by delivery or attestation) in connection with, an award of Options or SARs granted under the 2024 Plan to cover withholding tax obligations related to that award or the exercise price of that award, will be deemed to constitute shares delivered to the participant and will not be available for future grants under the 2024 Plan. For purposes of clarity, upon the exercise of an Option or SAR, the gross number of shares exercised, and not solely the net number of shares delivered upon such exercise, shall be treated as issued pursuant to the 2024 Plan and the shares subject to the exercised Options or SAR that are not issued or delivered upon such exercise will not be available for future grants under the 2024 Plan. Additionally, in the case of any award granted through the assumption of, or in substitution for, an outstanding award granted by a company or business acquired by the Company or a subsidiary of the Company or with which the Company or a subsidiary of the Company merges, consolidates or enters into a similar corporate transaction, shares issued or issuable in connection with such substitute award will not be counted against the number of shares reserved under the 2024 Plan.

The minimum vesting and minimum exercisability conditions described below need not apply (i) in the case of the death or disability (as defined in the applicable Award document) of a Participant, a Participant’s termination of employment due to

In the event that any large, special and non-recurring dividend or other distribution, recapitalization, forward or reverse common stock split, common stock dividend, reorganization, merger, consolidation, spin-off, combination, repurchase, share exchange, liquidation, dissolution or other similar corporate transaction or event affects the common stock, the CMD Committee will make such adjustments as the CMD Committee deems equitable to: (1) the number and kind of shares of common stock that may be issued under the 2024 Plan; (2) any common stock-based limits imposed under the 2024 Plan; and (3) the exercise price, number of shares of common stock and other terms or limitations applicable to outstanding awards.

In addition, the CMD 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 CMD Committee may select any of our employees, non-employee directors, or key consultants and those of our subsidiaries to receive awards under the 2024 Plan. As of March 7, 2024, eligible participants included 91 employees and seven non-employee directors. In calendar year 2023, 134 employees, eight non-employee directors, and no consultant participated in the 2021 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 assign or otherwise transfer such shares; and (3) unless otherwise provided in the 2024 Plan or 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 of Restricted Stock). 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 CMD Committee may provide for 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 2024 Plan and 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 CMD Committee may condition the grant, issuance, vesting and/or settlement of any award upon achievement of pre-established performance goals and other terms set forth in the Plan. Settlement of performance-based awards will be in cash or shares of common stock, in the CMD Committee’s discretion, and the CMD Committee may, in its discretion, reduce the amount of a settlement otherwise made in connection with such awards.

The CMD Committee will determine the extent to which each award granted under the 2024 Plan will vest and the extent to which a participant will have the right to exercise and/or settlement of the award in connection with a participant’s termination of service to the Company and/or its subsidiaries. Such provisions, which will be reflected in the related award agreement, need not be uniform among all awards and may reflect distinctions based on the reasons for termination. The minimum vesting and minimum exercisability conditions described above with respect to each type of award need not apply in the case of the death, disability or retirement of a participant or termination of a participant’s service in connection with a change of control of the Company.

Except as otherwise provided by the Board or by the CMD Committee in the related award agreement or at any time prior to a change of control (as such term is defined in the 2024 Plan), in the event of a change of control, with respect to Options, SARs, shares of Restricted Stock or RSUs, the exercisability, vesting and/or settlement of which is based solely upon continued employment 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 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:

Awards granted under the 2024 Plan may be subject to forfeiture or recoupment arrangements or policies the Company has in place from time to time, and the Committee may, to the extent permitted, or shall, to the extent required, by applicable law or NYSE rules or by any applicable Company policy or arrangement, cancel or require reimbursement of such awards or shares of common stock issued or cash received upon vesting, exercise or settlement of the awards or sale of shares of common stock underlying the awards. Unless otherwise determined by the Committee, each award will be subject to certain forfeiture conditions upon the occurrence of certain specified forfeiture events, such as the failure to comply with non-solicitation covenants, during the participant’s employment or the one-year period following the participant’s termination of employment.

In general, (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 the participant’s guardian or legal representative may exercise an award. Any award and other right (other than ISOs and SARs granted in tandem with the ISOs) 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 CMD Committee, subject to any terms and conditions as the CMD Committee may impose on such transfer.

Except as otherwise provided in the 2024 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 2024 Plan expressly prohibits the CMD Committee, without shareholder approval, from amending or replacing previously granted Options or SARs in a transaction that constitutes a “repricing,” meaning any reduction in exercise price, cancellation of Options or SARs in exchange for other Options or SARs with a lower exercise price, cancellation of Options or SARs for cash, or cancellation of Options or SARs for another grant if the exercise price of the cancelled Options or SARs is greater than the fair market value of the shares of common stock subject to the cancelled Options or SARs at the time of cancellation, other than in conjunction with a change of control or other adjustment expressly permitted under the 2024 Plan, or any other “repricing” as that term is used in Section 303A.08 of the NYSE Listed Company Manual.

The 2024 Plan will become effective upon its approval by our shareholders. Unless earlier terminated by the Board, the authority of the CMD Committee to make grants under the 2024 Plan will terminate on the date that is ten years after the latest date upon which shareholders of the Company have approved the 2024 Plan.

The Board may amend, suspend or terminate the 2024 Plan or the CMD Committee’s authority to grant awards at any time, except that no amendment 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

Although the participants to be granted awards and the amount and nature of awards to be granted to a particular participant under the 2024 Plan are within the discretion of the CMD Committee, if the proposed 2024 Plan is approved by the Company’s shareholders at the 2024 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 2024 Plan beginning with the awards made promptly following the 2024 Annual Meeting.

The following is a brief summary of the general U.S. federal income tax consequences relating to awards made under the 2024 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 tax laws or regulations that may apply. 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 the participant’s tax advisor concerning the U.S. federal income tax and other tax consequences of participating in the 2024 Plan.

A participant will not recognize taxable 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.

The Company intends that any ISOs qualify for special treatment available under Section 422 of the Internal Revenue Code. A participant will not recognize taxable income when an ISO is granted, and the Company will not receive a deduction at that time. A participant will not recognize ordinary income upon the exercise of an ISO provided that the participant was, without a break in service, an employee of the Company or a subsidiary (within the meaning of Section 424 of the Internal Revenue Code) during the period beginning on the grant date of the ISO and ending on the date three months prior to the date of exercise (one year prior to the date of exercise if the Participant’s employment is terminated due to disability).

If the foregoing holding period requirements are not met, the participant generally will recognize ordinary income at the time of the disposition of the shares in an amount equal to the lesser of (1) the excess of the fair market value of the shares on the date of exercise over the exercise price, or (2) the excess, if any, of the amount realized upon disposition of the shares over the exercise price, and the Company will be entitled to a corresponding deduction. Any amount realized in excess of the value of the shares on the date of exercise will be capital gain. If the amount realized is less than the exercise price, the participant generally will recognize a capital loss equal to the excess of the exercise price over the amount realized upon the disposition of the shares.

The rules that apply generally to ISOs do not apply when calculating any alternative minimum tax liability. The rules affecting the application of the alternative minimum tax are complex, and their effect depends on individual circumstances, including whether a participant has items of adjustment other than those derived from ISOs.

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

A participant will not recognize taxable income when an RSU is granted, and we will not receive a deduction at that time. When an 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 was settled, 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 was settled. 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 was settled, 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 was settled.

The U.S. federal income tax consequences relating to a Director Award are described under Restricted Stock and/or Restricted Stock Units above.

Section 409A of the Internal Revenue Code imposes certain restrictions on amounts deferred under nonqualified 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 nonqualified deferred compensation plans, which includes certain types of equity incentive compensation. The Company intends for the awards granted under the 2024 Plan to comply with or be exempt from the requirements of Section 409A and the Treasury Regulations promulgated thereunder. However, the Company does not warrant the tax treatment of any award under Section 409A or otherwise.

Section 162(m) of the Internal Revenue Code generally places an annual limit of $1 million on the amount of compensation paid to certain “covered employees” (which include NEOs) that may be deducted by the Company. The CMD Committee believes that shareholder interests are best served if it retains discretion and flexibility in awarding executive compensation. Even though some awards granted under the 2024 Plan may result in non-deductible compensation expenses, the CMD Committee intends to maintain strong pay-for-performance alignment of executive compensation arrangements.

The Company intends to file a Registration Statement on Form S-8 relating to the issuance of shares under the 2024 Plan with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, after approval of the 2024 Plan by the Company’s shareholders.

The 2024 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 and therefore will have no effect on the outcome of this proposal. Abstentions will be treated as votes cast and will have the effect of a vote “AGAINST” the proposal.

Pursuant to Section 14A of the Exchange Act, Myers provides shareholders with the opportunity to cast an annual advisory vote on executive compensation (“Say-on-Pay”). The CMD 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 our 2023 Annual Meeting of Shareholders, over 99% of the votes cast on the Say-on-Pay proposal were voted in favor of the proposal. The CMD Committee takes into account each year’s Say-on-Pay vote results in determining the components of executive compensation, and viewed the 2023 results as evidencing very strong shareholder alignment with the current structure and recent results of our executive compensation programs.

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 CMD 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.

Our advisory Say-on-Pay vote occurs annually with the next advisory vote expected to occur at our 2025 Annual Meeting of Shareholders.

In this section, we describe the material components of our 2023 executive compensation programs for our named executive officers (“NEOs”) whose compensation for 2023 is set forth in the Summary Compensation Table and other compensation tables contained in this Proxy Statement.

The CMD 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 in this Proxy Statement. Myers’ 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 provide executives with an ownership stake in the Company (emphasizing the “act like owners” principle of the Company) and help drive long-term value creation. For example, vesting of our 2023 performance-based long-term incentive awards will be based on the Company’s three-year cumulative adjusted EBITDA, subject to a relative TSR modifier, which are performance metrics intended to motivate and reward our executives for increasing shareholder value and returns while promoting the Company’s long-term interests consistent with our strategic goals.

In a year marked by inflation, a tight labor market, supply chain challenges, and rising interest rates, we delivered strong financial performance and value for our shareholders, including:

We continued to be aligned and centered on our True North, our mission, which is: to transform our Material Handling Segment into a high-growth business that is a true innovator of plastic solutions, while we also continue to grow and optimize our Distribution Segment.

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