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EX-99.1 - EX-99.1 - MYERS INDUSTRIES INCl42576exv99w1.htm
EX-99.2 - EX-99.2 - MYERS INDUSTRIES INCl42576exv99w2.htm
Table of Contents

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported) April 29, 2011
MYERS INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
         
Ohio   1-8524   34-0778636
         
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   Identification Number)
     
1293 South Main Street, Akron, OH   44301
     
(Address of Principal Executive Offices)   (Zip Code)
Registrant’s Telephone Number, including area code (330) 253-5592
 
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


TABLE OF CONTENTS

Item 5.07.Submission of Matters to a Vote of Security Holders
Item 8.01. Other Events
Item 9.01. Financial Statements and Exhibits
SIGNATURE
EX-99.1
EX-99.2


Table of Contents

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

 


Table of Contents

Item 8.01. Other Events
     On May 2, 2011, the Board of Directors of the Company announced that it had authorized a stock repurchase program that enables the Company to purchase up to 5 million shares of its common stock from time to time in the open market.
     The full text of the press release issued in connection with this announcement is attached as Exhibit 99.2 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits
  99.1   Press Release by the Company Announcing Voting Results dated May 2, 2011
 
  99.2   Press Release by the Company Announcing Stock Repurchase Program dated May 2, 2011

 


Table of Contents

SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
             
 
      Myers Industries, Inc.
 
(Registrant)
   
 
           
DATE May 2, 2011
  By:   /s/ Donald A. Merril
 
Donald A. Merril Senior Vice President, Chief Financial Officer
and Corporate Secretary