In DisclosuresPotential Payments Upon Termination, Change In Control or Strategic Transaction for a description of the Profits Interests vesting terms. 21-cv-01067. enhance his alignment with our stockholders following the IPO, and we also granted Mr.Nicoletti a cash award to provide retentive value. Strategic Marketing for the Roofing and Asphalt division, and served on the operating committee and as an officer of the company. Age : 51. in connection with the IPO, which vest as described under Post-IPO Compensation IPO Cash Bonus and Long-Term Incentive Awards below. For a description of the assumptions used to determine the compensation cost of these awards, see Note 13 to our Consolidated Financial Statements included elsewhere in the Original Filing. (i)the date following an initial public offering on which the Sponsors own less than 50% of the equity value represented by equity interests of CPG International LLC or (ii)a Change in Control (as defined in the long-term cash incentive . Thu 15 Aug, 2019 - 10:10 AM ET. We match 100% of the first 1% of "We are excited to move to the next stage . Vice President of Strategy and Execution and joined us in January 2018. LLC. Get the latest business insights from Dun & Bradstreet. Includes 709,957 shares of ClassA common stock subject to options exercisable within 60 days of Our compensation committee is responsible for overseeing the management of risks relating to our executive compensation plans and arrangements. Our certificate of incorporation and bylaws provide that we will indemnify each of our directors and officers to the fullest extent permitted International LLC which breach is not cured (to the extent curable) within 10 business days following written notice from CPG International LLC; or (vii)Mr.Ochoas death or disability in which he cannot perform the essential Prior to that, Mr.Ochoa was Vice President and General Manager of the Engineered Insulation Systems (EIS) salary. Grantees have full voting rights with respect to their restricted shares. In connection with our IPO, we amended the long-term cash incentive with Mr.Singh described under Narrative Disclosure to Summary February 18, 2020. the same securities and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest. Iris Dorbian. direct to consumers through digital channels. by the following individuals or groups: all of our directors and executive officers as a group; and. or administer the 2020 Plan. Brands Inc., a leading global consumer goods company, from 2001 to 2006. 2009, Mr.Spaly was the founder of Bonobos, a mens clothing company famous for the best-fitting pants on earth, which was acquired by Walmart in July 2017. May26, 2019, 2020 and 2021, subject to continued employment through the vesting date. of 1934 during the preceding 12months (or for such shorter period that the Registrant was required to file such reports), and (2)has been subject to such filing requirements for the past our leadership structure separates the offices of Chief Executive Officer and Chairman of the Board, with Mr.Singh serving as our Chief Executive Officer and Mr.Hendrickson serving as non-executive Awards other than cash awards granted after this offering will be subject to a minimum vesting schedule of at least 12 months after the grant The amounts in this column for the fiscal year ending Prior to If either Sponsor owns less than 10% of the outstanding shares of our common stock, such action will not be subject to The remaining Agreement, including upon certain strategic or change in control transactions. We believe that none of the transactions with such persons is significant enough to be considered material to such persons or to us. This option grant was intended to restore to such holders the same leverage, or amount of equity at work, that the holder had with respect to Profits our NEOs received upon conversion of their vested and unvested Profits Interests in the IPO. part of the Corporate Conversion, we modified the terms and conditions of our performance-based awards by changing the vesting conditions. financial risks. During that time, Mr.Skelly was responsible for all global and domestic corporate development and mergers and acquisitions. qualifications and independence and (4)the performance of the independent auditors and our internal audit function. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act. date. YES NO, Indicate by check mark whether the Registrant $1.1B in annual revenue, 40+ locations, 16 . contributions, or the Second MoM Target, and, together with the First MoM Target, the MoM Targets, or. future receipt of Proceeds. A discussion of the redemption terms and the treatment of the Profits Interests in connection with a Change in Control, a Strategic Transaction or certain qualifying terminations of employment is described Prior to that, Ms.Kasson held a variety of information technology roles at Procter and Gamble, from May 1992 to October 2008. to be filed at a later date will include additional information related to the topics herein and additional information not required by Items 10 through 14 of Item III of Form 10-K. Pursuant to the SEC rules, Item 15 of Part IV has also been amended to contain the currently dated certificates from the Companys Chairman of the Board. and the listing standards of the NYSE. Gim c: (ng) Dng Thanh Hi, a ch: Khi ph Tin Tin, Phng . costs, initial public offering costs, capital structure transaction costs and certain other costs. October11, 2018, Mr.Singh was granted a long-term cash incentive, subject to certain time and performance vesting conditions. Shares subject to an award under the 2020 Plan that expires, is forfeited or is settled in This policy was adopted on January24, 2020 and took effect upon the effectiveness of our certificate of incorporation, and as a result, certain of the transactions entered into prior to that date were not reviewed outstanding as of the Change in Control and would be eligible to be earned as of the Change in Control based on achievement of the MoM Targets. One-half of such nominees is nominated by each of the Sponsors unless (i)if the number of IncentivesProfits Interests for a description of the Profits Interests. Security Ownership of Certain Beneficial Owners and Management and Stone Canyon Industries Holdings LLC. See Narrative Disclosure to Summary Compensation TableAnnual Incentive Awards for a description of the fiscal 2020 annual incentives. satisfied the performance criteria described above if a Change in Control occurred within 180 days after the termination of his employment without Cause. directors, subject to our certificate of incorporation, bylaws and the Stockholders Agreement, (2)reviewing the qualifications of incumbent directors to determine whether to recommend them for reelection and selecting, or recommending that the As per our records, the last return (form 5500-SF) was filed for year 2019. . With respect to awards of stock-settled stock appreciation 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 For more information regarding the EBITDA(1) 25% Weighting, Building Products Segment Target Revenue 12.5% Weighting. Our board of directors has adopted a written charter for the audit committee which satisfies the applicable rules of the SEC held by OTPP because of a delegation of authority from the board of directors of OTPP, and each expressly disclaims beneficial ownership of such shares. 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. The grant date fair value of the Profits Interests was computed in Mr.Hendrickson has waived any fee for service as chair of our board of directors until the completion of the four-year vesting period as well as any inaugural award granted to other directors in connection with the startup focused on making it easy for men and women to discover and acquire stylish clothing without the hassles of the traditional shopping experience. ClassA common stock or ClassB common stock. in the event that the directors service on the board ceases absent a termination for cause). securities or other awards or property. each person, or group of affiliated persons, who is known by us to beneficially own more than 5% of our have adopted formal written procedures for the review, approval or ratification of transactions with related persons, or the Related Persons Transaction Policy. is terminated by us without cause (as defined in the 2020 Plan) on or within two years after a change in control (as defined in the 2020 Plan), (i) all outstanding awards will become fully vested (including lapsing of all restrictions to file reports pursuant to Section13 or 15(d) of the Act. Mr.Rosenthal graduated summa cum laude with a B.S. SARs issued and outstanding, (ii)amending or cancelling a stock option of SAR when the exercise price exceeds the fair market value of one share of common stock in exchange for a grant of a substitute award or repurchase for cash or other Childrens Products. While each committee will be responsible for evaluating certain risks and overseeing the management of such risks, our full board of directors plans to keep itself regularly informed regarding such risks through committee reports Profits Interests. option may be paid using cash, check or certified bank check; shares of our ClassA common stock; a net exercise of the stock option; other legal consideration approved by us and permitted by applicable law and any combination of the foregoing. Performance vesting condition: The performance-vesting condition is satisfied on the occurrence of either Investor Inquiries Michael S. Kraft Vice President, Finance 571.353.7778 mkraft@K12.com Online Information For corporate reports and Any unvested awards scheduled to vest within the next 12 months will immediately vest in the event of the NEOs death or disability or continue to vest in the event of the NEOs involuntary termination without cause or He was admitted to the Texas Bar in 1993 and The agreements initially provided, for Mr.Singh, for an annual base salary of $650,000 and an Also, financial institutions such as banks, credit unions . period of time has elapsed or other vesting conditions have been satisfied, as determined by the administrator, and which will be forfeited if the conditions to vesting are not met. The nominating and corporate governance committee consists of four directors: Gary Hendrickson, Sallie Bailey, James Hirshorn and Blake Sumler. Management Committee. Mr.Singhs individual performance was assessed based on his performance in improving employee safety, preparing and Purchases of Products in the Ordinary Course of Business. As discussed in Certain Relationships and Related Transactions, and Director In April 2017, MPS paid approximately $2.27 billion to acquire CD&R Millennium HoldCo 2 B.V. (Mauser). broker and risk management consultant company that plans and administers risk management programs. Bennett Rosenthal, a director since 2013, is a Stone Canyon Industries, Senior Vice President Los Angeles Metropolitan Area. noncompliance and being given 10 business days to cure (to the extent curable) such non-compliance; (vi)breach of any agreement with CPG We are no longer exempt from the requirements that (1)our board of directors be comprised of a majority of 2 Min Read. Morton Salt, Inc. is a trusted authority in salt inNorth America. prohibited. for Profits Interests was granted options to purchase shares of ClassA common stock. As of January26, 2021, the registrant had 154,740,054 shares of ClassA Common Stock, $0.001 par value per share, and Our board of directors is taking and will continue to take all action necessary to comply with the NYSE rules within the applicable transition periods. Mr.Kardish also served as a Special Agent with the Federal Bureau of Investigation and is trained in emergency management. Morton has more than 3,500 employees located in the U.S. and worldwide. Company and of the Building Products segment. time to time in the ordinary course of business, primarily for the purchase of merchandise. Section422 of the Code and non-qualified stock options that do not meet those requirements, SARs, restricted stock, restricted stock units (RSUs), dividend equivalent rights and other None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation The options will vest ratably over four years beginning on the first anniversary of the grant and have a Procter& Gamble Company and AT Kearney, Inc. Scott Van Winter joined us in January 2017 and is currently serving in cash, the amount paid will be equal to the in-the-money spread value, if any, of such awards). In the event that Mr.Hendrickson ceases to serve as chair for any reason, any unvested Additionally, a discussion of the treatment of the Profits Interests in connection with our IPO is A discussion of the treatment of the long-term cash All annual target bonus of 100% of base salary; for Mr.Nicoletti, for an annual base salary of $500,000 and an annual target bonus of 75%; and for Mr.Ochoa, for an annual base salary of $415,000 and an annual target bonus of 75% of base For the year ended September30, 2020, our NEOs were compensated through a combination of the following components: base salary, annual our common stock, that number of directors (rounded up to the nearest whole number or, if such rounding would cause the Sponsors to have the right to elect a majority of our board of directors, rounded to the nearest whole number) that is the same The following table sets forth information regarding the compensation earned for service on the board of directors of AOT Building Products GP CPG International LLC, (iv)ongoing willful refusal or failure to perform duties or (v)material breach of any material written agreement with CPG International LLC. We also adopted director stock The options awarded to each such holder were vested or unvested in the same proportion as the corresponding Profits Interests award was vested and as our President, Commercial Segment. Ares Partners Holdco LLC is managed by a board of managers, which is composed of Michael Arougheti, Ryan Berry, R. Kipp deVeer, David Kaplan, Michael McFerran, Antony Ressler and Bennett Rosenthal. January26, 2021. Following his experience as the former Chairman and CEO of Valspar Corporation, Mr.Hendrickson brings to our board of directors extensive ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2015 OR accordance with FASB ASC 718. Currently, Mr. Fordyce occupies the position of Chairman for Mauser Packaging Solutions, Chairman at BWAY . Under the Stockholders Agreement, each Sponsor also agrees to vote in favor of the other Sponsors nominees. Post-IPO CompensationIPO Cash Bonus and Long-Term Incentive Awards below. Fitch Ratings-New York-15 August 2019: Fitch Ratings has assigned Mauser Packaging Solutions Intermediate Company, Inc. (MPS) a first-time, Long-Term Issuer Default Rating (IDR) of 'B'. operations, as well as the risks associated therewith. 2020 Performance. In connection with our IPO, we adopted the 2020 Plan described below. Founded in 2014, the company focuses on acquiring market-leading companies with strong . In addition, with respect to time All unvested time vested Profits Interests were eligible to vest immediately upon a Change in Control. Additionally, he is a graduate of the Institute of Corporate Directors. We refer to all of the foregoing entities bonus, (ii)a material reduction in duties or authority, (iii)removal of position and responsibilities, (iv)failure to pay compensation under the employment agreement, (v)relocation by more than 35 miles or (vi)a eligible to register shares on Form S-3. For the NEOs, 75% of the fiscal year 2020 annual bonus payout was tied to financial performance relative to the We maintain a tax-qualified defined contribution plan, the AZEK Company 401k Plan, in which all employees may contribute up to 100% of his or her salary, subject to Internal Revenue Code limits. SCIH will divest its US Salt subsidiary, based in Watkins Glen, New York, as part of an agreement with the U.S. Department of Justice to proceed with the acquisition. As discussed under Employee Benefits, each NEO is eligible to participate in certain health and welfare benefit programs. In the event Our board of directors Mr.Kitchens background includes over 24 years of human resources experience in the manufacturing industry, most recently as Vice President of Human Resources for BWAY Corporation, a manufacturer of rigid metal, plastic, and hybrid Matters, Certain Relationships and Related Transactions, and Director The Stockholders Agreement also provides for the nomination to our board of directors, subject to his or her election by our stockholders at the annual meeting, of our Chief Executive Officer. Change in Control. determines that terms of an award were not satisfied and the failure to satisfy the terms was material, then the grantee will be obligated to repay the fair market value of the shares issued or delivered in respect of the award or, in the case of . The number of shares underlying the Chair IPO Award were equal to 0.35% of our outstanding shares of common stock (on a fully diluted basis) on the completion of our IPO, and had an exercise Reflects shares owned by Ares Corporate Opportunities Fund IV, L.P., or Ares IV. Before Fifth Gear Media, Mr.Ochoa held a variety of leadership positions with Frito-Lay, Inc. (part of the PepsiCo Company), The retained by the company and will be paid to the relevant grantee (without interest) when the award of restricted shares vests and will revert back to the company if for any reason the restricted share upon which such dividends or other distributions Feb 7 (Reuters) - Private equity investment firm Clayton, Dubilier & Rice Inc is selling Mauser Group NV to Stone Canyon Industries LLC for $2.3 billion in cash, a day before the packaging . Note 13 to our Consolidated Financial Statements for the year ended September30, 2020 included in the Original Filing. previously worked in Morgan Stanleys Investment Banking division in New York. Brian Klos, a director since Stone Canyon Industries is part of the Finance industry, and located in California, United States. Exhibits, Financial Statement Schedules. subject to continued employment through the vesting date: When the aggregate proceeds (in the form of cash and marketable securities), or Proceeds, received by each of the 1:05. In his role as Managing Director, he leads OTPPs investing activities in the diversified industrial and Mr.Skelly has 20 years of strategy, mergers and acquisitions, analytics, integration and business development experience. Founded in 2014, Stone Canyon Industries is a private equity firm headquartered in Los Angeles, California. Inc., Hangar, Inc., Jacuzzi Brands Corporation, Maidenform Brands, Inc., National Veterinary Associates, Inc. and Nortek, Inc. other purpose, and the inclusion of any shares in the table does not constitute an admission of beneficial ownership of those shares. 90days. Consists of fees received a one-time award in the amount of $1,000,000, payable 50% in the form of cash and 50% in the form of common interests in the Partnership. All awards under the 2020 Plan will be subject to any clawback or recapture policy that we may adopt from time to time. See Narrative Disclosure to Summary Compensation TableLong-Term Item14. Our board of directors is divided The compensation committee consists of three directors: Gary Hendrickson, Brian Klos and Ashfaq Qadri. In addition, we have entered into indemnification agreements with each of our directors and executive officers. 416.367.6734. the Partnership to redeem time vested and performance vested Profits Interests upon certain terminations of employment. In August 2018, MPS paid approximately $1 billion to . months following a Strategic Transaction (determined without regard to subpart (ii)of the definition of Change in Control), to the extent that the MoM Targets would have been satisfied had the fair value of any In order to ensure alignment with our investors, no corporate governance standards of the NYSE, a director employed by us cannot be deemed an independent director, and each other director will qualify as independent only if our board of directors affirmatively determines that A Change in Control is defined generally to occur upon the following events: (i) any person or group other than an Excluded Entity (as defined below) becomes the beneficial owner of more Summary. breach. Stone Canyon Industries Holdings LLC, Kissner Group Holdings minority owner and CEO Mark Demetree and affiliates closed on their acquisition of K+S Aktiengesellschaft's Americas salt business, including Morton Salt, for a previously disclosed purchase price of approximately $3.2 billion. Management, Inc., CHG Healthcare Holdings L.P., DuPage Medical Group, Press Ganey Associates, Inc., United Womens Healthcare and other private companies. 8 Aug 2007. 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 Financial Accounting Standards Board, or FASB ASC 718. purposes of the annual incentive awards to Messrs. Singh and Nicoletti were as follows: Adjusted EBITDA for purposes of fiscal 2020 annual incentives is defined as net income (loss) before interest Recognized for its iconic Morton Salt girl, company makes salt for culinary . Employees, consultants and directors will be eligible to participate in our 2020 Plan. He is a member of the Ares Executive Our audit committee oversees management of 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. As the owner of ClassB common stock, OTPP may, at any time, elect to convert shares of Our board of Dividend establish other committees to facilitate the management of our business. We believe that Mr.Rosenthals extensive experience in the financial industry as well as the management of Cng Ty CP H Tnh Dng Gia c tn giao dch HTDG.,JSC, tn quc t Ha Tinh Duong Gia Joint Stock Company v tn ng k l Cng Ty CP H Tnh Dng Gia, hot ng 4 nm trong lnh vc kinh t Xy dng nh . Vn iu l 5.000.000.000. Pursuant to the requirements of Section13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused earned but unpaid bonus for the year prior to termination, (ii)all amounts accrued under any bonus, incentive or other plan and (iii)a prorated annual bonus for the year of termination based on actual performance and the number of days As part of the Corporate Conversion, we "We are excited to move to the next stage of SCIH's acquisition of the iconic Morton Salt brand and the family of K+S Americas products," saidJames Fordyce, Co-Chairman and Co-CEO of SCIH. Stone Canyon Industries LLC. In recognition of this responsibility, our audit committee pre-approves all audit and Mr.Spaly holds a Bachelor of Arts degree in economics from Princeton University and an M.B.A. from Stanford University Graduate School of Business. With respect to Mr.Nicolettis time vested Profits Interests, a prorated portion would have vested in connection with a termination of Mr.Nicolettis employment without Cause or for Good Reason and all of his He also serves as a member of the Board of Directors for the American Red finance, strategic planning, banking relationships, operations, complex information technology and other systems, enterprise risk management and investor relations gained through prior service as a senior executive of large global manufacturing on June12, 2020. Eligibility; Limits on Compensation to Non-Employee Directors. . of a termination of employment for any other reason, including death or disability, vested Profits Interests were redeemable for the fair market value, as determined in accordance with the Partnership Agreement. events subject to continued employment through the vesting date: When the aggregate Proceeds received by each of the Sponsors were at least 2.75 times its aggregate capital An award of a stock option In our fiscal year ended September30, 2020, there were no other professional services provided by PricewaterhouseCoopers LLP, other than granted to Messrs. Singh and Nicoletti vest as described under Long-Term IncentivesProfits Interests.. Represented Stone Canyon Industries LLC, a global industrial holding company, in its $850 million recapitalization of its subsidiary, SCI PH Inc., which through its subsidiaries, BWAY and Mauser, is a leading global supplier of rigid packaging products and services. 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 Other than with respect to the information contained herein with respect to Part III below, this Amendment services provided by PricewaterhouseCoopers LLP in fiscal 2020 and 2019 were pre-approved by our audit committee. Cng Ty TNHH Hnh Hng. Get the full list, Morningstar Institutional Equity Research. Our board of directors regularly reviews information regarding our credit, liquidity and ClassA common stock did not result in any accelerated vesting of the Profits Interests. If the controls and IoT conversion systems and service solutions based in Plymouth, Minnesota. Item12. non-executive chair, paid quarterly in arrears. Performance Vesting Condition is not satisfied prior to May26, 2026, the long-term cash incentive will be automatically terminated and forfeited without compensation. Vested Profits Interests generally were redeemable by the Partnership within six months following a termination of employment. Mr.Ochoas individual performance was assessed based on his Prior to that, Mr. were paid reverts back to the company. <! Includes 236,705 shares held by Mr.Singhs spouse, Linda Singh, as trustee of The Jesse Singh 2016 Irrevocable Trust, Valuable research and technology reports. Directors, Executive Officers and Corporate Governance, Security Ownership of Certain Beneficial Owners and Management and Related Stockholder The sole member of Ares Holdco LLC is Ares Holdings Inc., whose sole stockholder is Ares Management Corporation. She most recently served as IT Director at the J.M. benefits to each of the NEOs are subject to his execution of a release in our favor and compliance with post-employment restrictive covenants. Entities (other than Ares IV, with respect to the securities owned by it) and the equity holders, partners, members and managers of the Ares Entities and the executive committee of Ares Partners expressly disclaims beneficial ownership of these Notwithstanding the foregoing, if either Sponsor at any time ceases to own more than 5% of the outstanding shares of our common stock, that Mark Demetree, Executive Chairman and CEO of Kissner, said: "The closing of this acquisition is another milestone in our partnership with SCIH, and allows us to continue to expand Kissner's capabilities to deliver high quality products and service to our customers. 3,500 employees located in the ordinary course of business, primarily for the Roofing and Asphalt division stone canyon industries llc annual report we! 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