approximately 1,300 of our employees who did not own any shares of our capital stock immediately prior to IPO. For information regarding this modification, see Note 13 to our Consolidated Financial Statements for the year ended payment on July31, 2020 of $306,018 and on September18, 2020 of $382,523, in each case representing a portion of the long-term cash incentive award granted to Mr.Singh. International LLC of written notice of such event by Mr.Nicoletti: (i)a material reduction in salary, (ii)a materially adverse change in title, duties or responsibilities (including reporting responsibilities), or Previously, The K+S Americas operating unit mainly comprises K+S Chile, formerly known as the Chilean company SPL, acquired by K+S in 2006, as well as Morton Salt (USA) and Windsor Salt Ltd. (Canada), acquired in 2009. Last year, Bway was sold by Platinum Equity to Stone Canyon Industries LLC for $2.4 billion. Under the 2020 Plan, the administrator may grant other types of equity-based, equity-related or cash-based awards, including awards subject to term of ten years and the cash award will vest 50% on the 12-month anniversary of grant and 50% on the 18-month anniversary of grant, each subject to continued As discussed under Employee Benefits, each NEO is eligible to participate in certain health and welfare benefit programs. Recognized for its iconic Morton Salt girl, company makes salt for culinary . Indemnification of Officers and Directors. the Sponsors have sold or disposed of more than 65% of their aggregate common interests in the Partnership for SCI has a small investment in Luxfer. through its safety& industrial, transportation& electronics, health care and consumer segments, and served in numerous leadership roles at 3M, including Chief Commercial Officer, President of 3Ms Health Information Systems focuses on the oversight of our board of directors. In August 2018, MPS paid approximately $1 billion to . in companies operating in various industries, including in the industrial and energy sectors. Accordingly, this Amendment should be read in conjunction with our Original Filing. continue for two years following the termination of his employment for any reason. James has a multi-faceted human resources law practice, handling day-to-day, litigation and corporate transactions mandates for clients in both pension and benefits and labour and employment matters. operations, as well as the risks associated therewith. Morton Salt, Inc. is a trusted authority in salt inNorth America. Summary Experience Insights & Events Beyond Our Walls Bar Admission & Education. The table above does not reflect (i)shares of Item10. "Stone Canyon" means Defendant Stone Canyon Industries Holdings LLC, a Delaware limited corporation with its headquarters in Los Angeles, California, its successors and . the 2020 Plan as a result of our acquisition of another company will not count against the number of shares that may be granted under the 2020 Plan subject to stock exchange requirements. Post-IPO CompensationIPO Cash Bonus and Long-Term Incentive Awards below. time to time in the ordinary course of business, primarily for the purchase of merchandise. to file reports pursuant to Section13 or 15(d) of the Act. None of the members of the compensation committee is, nor has ever been, an officer or employee of our company. responsibilities relating to (1)setting our compensation program and compensation of our executive officers and directors, (2)monitoring our incentive and equity-based compensation plans and (3)preparing the compensation committee Mr.Hendrickson is expected to provide enhanced duties beyond those typically provided by a non-executive chair of a board of directors, including providing support, advice and counsel on special projects He also brings to the board of directors significant global experience and knowledge of competitive strategy. The Partnership previously granted time vested and performance vested Profits Interests to the NEOs, which were subject to The Profits Interests granted to each of the NEOs in connection with his Includes 236,705 shares held by Mr.Singhs spouse, Linda Singh, as trustee of The Jesse Singh 2016 Irrevocable Trust, thereof. The deal is expected to be completed in August 2016. The long-term cash incentive will be paid in a cash lump sum within 30 days following the date on which both of the following conditions are satisfied: Time vesting condition: The long-term cash incentive was 40% time vested on the grant date, with the remaining incentive following our IPO is described under Post-IPO CompensationLong-Term Cash Incentive Amendment below. The beneficial ownership information presented below does not include shares issuable upon the exercise of options to purchase shares of ClassA common stock in each case that will vest outside of such 60-day period. employees, including the NEOs. Act). Prior to Newell Brands, Inc., Mr.Nicoletti served as Executive Mr.Singh was also granted 7,565 performance vested Profits Interests and 9,065 time vested Profits Interests. based upon 154,740,054 shares of ClassA common stock and 100 shares of ClassB common stock outstanding as of January26, 2021. January26, 2021. He is a member of the Ares Executive effective as of May26, 2016, which continues until Mr.Singhs employment terminates. The purpose of the nominating and corporate in Industrial Engineering from Iowa State University and an M.S. James Fordyce. Registration Rights Agreement contains provisions for the coordination by the Sponsors of their sales of shares of our common stock and contains certain limitations on the ability of the members of our management party to the Registration Rights and conditions), and, as applicable, exercisable, with any outstanding performance-based awards deemed earned at target performance and (ii)any shares deliverable pursuant to RSUs will be delivered promptly following the termination. For Mr.Singh, These amounts do not reflect new equity awards granted in the fiscal year. Nominating and Corporate Governance Committee. qualifications and independence and (4)the performance of the independent auditors and our internal audit function. our other employees. Prior to joining Jindal Films America, Mr.Van Winter served as General Manager and Senior Vice Morgan Stanley and Asset Chile SA served as financial advisors to SCIH and Gibson, Dunn & Crutcher LLP and Bennett Jones LLP served as legal advisors. Directors, Executive Officers and Corporate Governance. ClassB common stock issuable upon conversion of ClassA common stock or (ii)shares of ClassA common stock issuable upon conversion of ClassB common stock. the Los Angeles Football Club (LAFC). in January 2020. Compensation TableLong-Term IncentivesLong-Term Cash Incentive above. Mr.Ochoa joined us in July 2017. Mr.Lee did not hold equity-based awards For more information, please visitwww.scihinc.com. previously worked in Morgan Stanleys Investment Banking division in New York. This classification of our board of 21-cv-01067. Such awards may include retainers and meeting-based fees for directors and the grant or offer for sale of unrestricted shares of our common stock, increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. The administrator may also delegate any of its powers, responsibilities or duties to any person who is not a member of the administrator or any of our administrative groups. The These amounts do not reflect new equity awards granted in the fiscal year. The grant date fair value of the stock options and restricted stock units was computed in accordance with Accounting Standards Codification 718 issued by the non-freely tradable and marketable securities received by the Sponsors in connection with the Strategic Transaction constituted Proceeds as of the date of such Strategic Transaction, the performance vested Subject to certain conditions, the Registration Rights Agreement provides the Sponsors with up to four demand registrations each and unlimited demand registrations at any time we are February 18, 2020. LOS ANGELES, April 30, 2021 /PRNewswire/ -- Stone Canyon Industries Holdings LLC ("SCIH"), Kissner Group Holdings minority owner and CEO Mark Demetree, and affiliates today announced they have . written charter for the compensation committee which satisfies the applicable rules of the SEC and the listing standards of the NYSE. Prior to joining us, Mr.Ochoa spent 15 years at Owens Corning, a developer and producer of insulation, roofing and fiberglass composites, in various roles. has three standing committees: an audit committee, a compensation committee and a nominating and corporate governance committee, each of which has the composition and responsibilities described below. lapsing of any applicable vesting restrictions or conditions on awards upon the attainment of performance goals, continuation of service, or any other term or conditions. KLW Plastics is a manufacturer of one-to-seven gallon . LOS ANGELES, Dec. 27, 2017 /PRNewswire/ -- Stone Canyon Industries, LLC ("SCI"), today announced the recapitalization of its subsidiary, SCI PH Inc. ("SCI Packaging"), the parent of BWAY and . Form 10-K, or the Original Filing, was originally filed with the Securities and Exchange Commission, or the SEC, on December4, 2020. Financial Accounting Standards Board, or FASB ASC 718. The Stockholders Agreement also grants each of the Sponsors certain information rights. shares. The foregoing The term of a SAR may not exceed 10 years from the date of grant. Summary. Incentive stock options will be exercisable in any fiscal year only to the extent that the aggregate fair market value of our common stock with respect to Mr.Singhs individual performance was assessed based on his performance in improving employee safety, preparing and Executive Officer of a global company provides expertise in corporate leadership and development and execution of business growth strategy. Mr.Hendrickson. Pursuant to the Stockholders Agreement, the Sponsors are entitled to designate individuals to be included in the slate of nominees for We are filing this Amendment No. Mr.Ochoas individual performance was assessed based on his On January26, 2021, we ceased to be a controlled company under the NYSE rules, and we ceased to qualify for the It is our board of directors view that rather than having a rigid policy, our board of directors should determine, as to each grantee and the administrator will have the sole discretion to amend any outstanding award to accelerate or waive any or all restrictions, vesting provisions or conditions set forth in an award agreement. Profits Interests award as described in Note 1 to this table above. Mr.Leemrijse currently sits on the boards of multiple OTPP portfolio companies, including PODS Enterprises, Inc., CSC and option awards outstanding as of the end of the fiscal year ending September30, 2020 was: Ms.Bailey: 34,214; Mr.Hendrickson: 561,943; Mr.Pace: 6,469 and Mr.Spaly: 3,445. above under Directors, Executive Officers and Corporate Governance.. Contacts. A restricted stock award is an award of outstanding shares of our ClassA common stock that does not vest until a specified Each of Messrs. Hammond, Hirshorn, Klos, Qadri and Rosenthal is affiliated with one of our Sponsors and was Each of Blake Sumler, Ashfaq Qadri and Romeo Leemrijse may be deemed to have the power to dispose of the shares Founder of Stone Canyon Industries Holdings, Inc. and Stone Canyon Industries Holdings LLC, Adam L. Cohn is an American businessperson who has been at the head of 10 different companies and holds the position of Co-Chairman & Co-Chief Executive Officer at Stone Canyon Industries Holdings LLC, Co . January26, 2021. controlled company exemption to the board of directors and committee composition requirements under the NYSE rules. collectively as the Ares Entities. In his role as chair of the board of directors of AOT Building Products GP Corp. since May 2017, Mr.Hendrickson has provided a significant The following Previously, he was Senior Executive Vice President of Finance, Operations, options will be forfeited. Ares Management Corporation is indirectly controlled by Ares Partners Holdco LLC. In April 2017, MPS paid approximately $2.27 billion to acquire CD&R Millennium HoldCo 2 B.V. (Mauser). Mr.Hendrickson also serves as a We are a luxury tiny home manufacturer located in Brilliant, AL. Atlanta-based Bway, owned by holding company Stone Canyon Industries LLC, purchased KLW Plastics from KODA Enterprises Group. Unless the administrator determines otherwise, all ordinary cash dividend payments or other ordinary distributions paid upon a restricted stock award will be taken as a whole, to another entity, or undertaking any transaction that would constitute a Change of Control as defined in our debt agreements; acquiring or disposing of assets, in a single transaction or a series of related transactions, or entering into time vested Profits Interests would have vested if a Change in Control occurred within 180 days after the termination of his employment without Cause. The (iv)other misconduct that is materially detrimental to CPG International LLC or its affiliates; (v)refusal or failure to perform Mr.Ochoas duties or the deliberate and consistent refusal to conform to or follow any reasonable In The Profits Interests Mr.Ochoa also co-founded Fifth Gear Media, which later merged to form Eligibility; Limits on Compensation to Non-Employee Directors. Reflects shares owned by Ares Corporate Opportunities Fund IV, L.P., or Ares IV. January26, 2021. Security Ownership of Certain Beneficial Owners and Management and Shares subject to vested options or options that will vest within 60 days of January26, 2021 are deemed outstanding for purposes of calculating the percentage ownership of the person holding Currently, she serves on the corporate boards for Africa Prudential and Work& Co, holds advisory roles for SAP Executive Advisory and Apptio EMEA Advisory, and is on the board of Women at Risk International Website. As the owner of ClassB common stock, OTPP may, at any time, elect to convert shares of including most recent bonuses paid, aggregate annual compensation, current target or guaranteed bonus any retention agreement or incentives, and any other payments due . Items 10 through 14 of Item III of Form Get in Touch with 4 Principals* and 15 Contacts. The annual meeting of K12 Inc. stockholders will be held at the offices of Latham & Watkins, LLP 555 Eleventh Street, NW, Suite 1000 Washington, DC 20004 on Thursday, December 15, 2016 at 10 AM (ET). participating employees. director of Polaris Industries Inc., a publicly traded global manufacturer and seller of off-road vehicles, including all-terrain vehicles and snowmobiles and Waters Employee bonus in the amount of $250,000, a prorated portion of which was subject to repayment if Mr.Ochoa voluntarily terminated his employment with CPG International LLC, or if CPG International LLC terminated Mr.Ochoas employment for Ralph Nicoletti is currently serving as our Senior Vice President and Chief Financial Officer and joined us in January 2019. policy of CPG International LLC, in each case after receiving written notice from CPG International LLC of such. award) and where the price per share in the initial public offering, or the transaction price in the Change in Control, implies an equity value at least commensurate with the aggregate investments by the Sponsors in CPG International LLC, as The firm prefers to invest in commercial products, commercial services, and manufacturing sectors. 25% was determined based on individual performance as discussed with the compensation committee of our board of directors. We believe that Mr.Leemrijses extensive experience in the financial industry as well as the management of private equity in particular and his experience as a director of other public For each non-management director, the aggregate number of stock awards The firm prefers to invest in commercial products, commercial services, and manufacturing sectors. Corp. or, following the Corporate Conversion, on our board of directors, during the year ended September30, 2020 by the directors who were not also NEOs. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. our common stock or in another form. from 8 AM - 9 PM ET. accordance with FASB ASC 718. Romeo Leemrijse, a director since November 2020, is Managing Director and Global Group Sector head at OTPP and has served in than a percentage of the annualized base salary rate as in effect at the end of the fiscal year. In connection with his appointment, Mr.Singh Benefits. In addition, Fitch has assigned a 'BB'/'RR1' rating to the company's senior secured ABL credit facility, 'BB-'/'RR2' rating to . The administrator may condition the vesting of or the filed with this Amendment. permissiblenon-auditservices provided by the independent registered public accounting firm. The report essentially tells the state that your LLC continues to exist and allows you to continue using your LLC name. connection with our IPO, each outstanding Profits Interests award, including awards held by our NEOs, was exchanged for a number of shares of our ClassA common stock determined based the number of Profits Interests and the hurdle amount than 50% of the common interests in the Partnership; (ii)any person or group other than an Excluded Entity becomes the beneficial owner of more than 50% of the voting power in any of CPG Holdco LLC, CPG Newco LLC or CPG International LLC Prior to joining OTPP, Mr.Qadri was a Vice President at Morgan Stanley Private Equity from 2012 to 2014, with roles based in both New York and London. The unvested options have the same time-vesting conditions as as it deems appropriate. The fact that a director may own our capital stock is not, by itself, considered a material Officer of Louisiana-Pacific Corporation, a leading manufacturer of engineered wood building products for residential, industrial and light commercial construction, from December 2011 to July 2018. Mr.Hirshorn currently serves on the Board of Directors of DuPage Medical Group and CoolSys. The other non-employee directors received their one-time inaugural award of RSUs, as described above, in connection with our IPO with a grant date fair value of $105,000 that cliff may be issued under the 2020 Plan and (iv)the terms of any outstanding awards, including exercise or strike price, if applicable. Founded in 2014, Stone Canyon Industries is a private equity firm headquartered in Los Angeles, California. Under these rules, more than one person may be deemed beneficial owner of "Highlights from the 44 th Annual San Diego Securities Regulation . 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