Ethics for Senior Officers applicable to our Chief Executive Officer and senior financial officers. LLC, Corporation, S Corporation, Non-profit, etc. Unless terminated sooner by our board of directors or extended with stockholder approval, the 2020 Plan will terminate on the day immediately preceding the tenth anniversary of the date on which our stockholder approved the 2020 Plan, but any From production sites in Europe, North America, as well as through a global distribution network, we serve the ever-increasing demand for mineral products. a termination of employment due to an NEOs resignation without Good Reason prior to the third anniversary of the date on which the Profits Interests were granted, or the termination of the NEOs employment for Cause at any time, vested . 2023 PitchBook. With respect to awards of stock-settled stock appreciation in the event that the directors service on the board ceases absent a termination for cause). Review and approve the corporate goals and objectives relevant to the compensation of the CEO, evaluate the CEO's performance in light of these goals and objectives and the performance of the Companies relative to its peers, and, either as a Committee or with the other non-employee directors (as directed by the Board), determine and approve . www.mortonsalt.com. Ms.Chimas decades of leadership and technology experience in the retail and financial sectors, as well as her showcased dedication to diversity, womens employment and inclusion, led us to the conclusion that she should The following table sets forth the number of vested shares of our common stock and unvested restricted shares of our common stock that each of This charter is posted on our website. 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 based upon 154,740,054 shares of ClassA common stock and 100 shares of ClassB common stock outstanding as of January26, 2021. accounting grant date value of such award. Website. From 2006 to joint ventures, in each case with a value in excess of $75.0million; incurring indebtedness in a single transaction or a series of related transactions in an aggregate principal management of our finance, accounting, information technology and investor relations functions, and establishing key processes to ensure delivery of our financial objectives. more details. Childrens Products. In order 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. Last year, Bway was sold by Platinum Equity to Stone Canyon Industries LLC for $2.4 billion. Mr.Singh did not receive any additional compensation for his service on the board Following the IPO, Mr.Rosenthal additionally serves as the Co-Chairman of the Board of Directors of Ares Capital Corporation, a specialty finance company that provides debt and equity financing Bennett Rosenthal, a director since 2013, is a ownership guidelines that require each non-employee director to hold 100% of after-tax shares from director equity awards until the director holds shares and vested The following awards will not be subject to the minimum vesting requirement: (i)awards granted in connection with this offering, (ii)awards granted in connection with awards assumed or substituted in an acquisition or similar LOS ANGELES, April 1, 2020 /PRNewswire/ -- Stone Canyon Industries Holdings LLC ("SCIH") today announced that it has closed the previously announced acquisition of the business of Kissner Group . Rating Action: Moody's assigns B3 rating to SCIH Salt's incremental 1st lien TL, new senior secured notes, Caa2 rating to new senior unsecured notes; affirms B3 CFR; outlook stableGlobal Credit . In April 2017, MPS paid approximately $2.27 billion to acquire CD&R Millennium HoldCo 2 B.V. (Mauser). collectively as the Ares Entities. portion of the long-term cash incentive that remains outstanding and eligible for vesting will immediately time-vest. on June12, 2020. . Luminant Worldwide Corp. before its initial public offering. compensation committee, and $10,000 for the chair of the nominating and governance committee, in each case paid quarterly in arrears; and. In addition, we have entered into indemnification agreements with each of our directors and executive officers. Prior to joining Valspar, Mr.Heckes held various leadership roles at Newell Rubbermaid, including President of Sanford Brands and President of Graco a Manager at Bain& Company, and worked at Procter& Gamble, where he focused on product development. The registrants ClassA common stock began trading on the New York Stock Exchange The NEOs participate in a variety of insurance plans, including medical and dental welfare benefits on the same basis as direct to consumers through digital channels. governance committee is to assist our board of directors in discharging its responsibilities relating to (1)identifying individuals qualified to become new board of directors members, consistent with criteria approved by the board of The iconic Morton brand, coupled with the broadest footprint in the industry, has made the company a leader since 1848. Prior to working for Louisiana-Pacific Corporation, 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 All awards under the 2020 Plan will be subject to any clawback or recapture policy that we may adopt from time to time. PitchBooks data visualizations quickly surface an investors historical investmentsshowing a breakdown of activity by industry, year and region. Notwithstanding the foregoing, if either Sponsor at any time ceases to own more than 5% of the outstanding shares of our common stock, that Deutsche Bank and RBC Capital Markets served as financial advisors to K+S and Sullivan & Cromwell LLP and Borden Ladner Gervais LLP served as legal advisors. For the year ended September30, 2020, our NEOs were compensated through a combination of the following components: base salary, annual Previously, he was Senior Executive Vice President of Finance, Operations, We enable farmers securing the world's food supply, provide solutions that keep industries running, enrich consumers' daily lives, and ensure safety in winter. company exemption does not modify the independence requirements for the audit committee, and we are in compliance with the requirements of the Sarbanes-Oxley Act and the NYSE rules, which require that our audit committee be composed of at As Chief Information Officer of adidas AG, Ms.Chima developed mentoring opportunities for women in science, technology, engineering and Each of the members of the board of managers expressly disclaims beneficial ownership of our shares of stock owned by Ares IV. the conditions, limitations, restrictions, vesting and forfeiture provisions determined by the administrator, in its sole discretion, subject to certain limitations provided in the 2020 Plan. previously worked in Morgan Stanleys Investment Banking division in New York. financial management positions at Kraft Foods, Inc. during his tenure there from 1979 to 2007. Other than with respect to the information contained herein with respect to Part III below, this Amendment Matters, Certain Relationships and Related Transactions, and Director The amounts in this column for the fiscal year ending September30, 2020 reflect the aggregate grant date Today, K+S Aktiengesellschaft signed a contract to sell its Americas salt business bundled together as the Americas Operating Unit to Stone Canyon Industries Holdings LLC ("SCIH"), Mark Demetree and affiliates. We believe that none of the transactions with such persons is significant enough to be considered material to such persons or to us. containers, from November 2010 to October 2016. Morton has more than 3,500 employees located in the U.S. and worldwide. The restricted shares and stock options received upon Summary Experience Insights & Events Beyond Our Walls Bar Admission & Education. Description. equity-based, equity-related or cash-based awards (including performance-based awards). The nominating and corporate governance committee consists of four directors: Gary Hendrickson, Sallie Bailey, James Hirshorn and Blake Sumler. relationship. Since December 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). Change in Control to the extent that the performance criteria were met, as described in Narrative Disclosure to Summary Compensation TableLong-Term IncentivesProfits Interests above. Bobby Gentile is currently serving as our Senior Vice President of Operations and joined us in November 2016. and for Mr.Ochoa, continued base salary and half of Mr.Ochoas target bonus for 12 months following termination. Jose Ochoa is currently serving as our President, Residential Segment. Our audit committee oversees management of Platinum Equity has agreed to sell BWAY Corp. to Stone Canyon Industries LLC for $2.4 billion. ClassB common stock issuable upon conversion of ClassA common stock or (ii)shares of ClassA common stock issuable upon conversion of ClassB common stock. 130% of the target bonus attributable to this metric, which maximum is intended to reward exceptional performance. After considering each NEOs self-assessment and an assessment by the Chief Executive Officer (for Messrs. Nicoletti and Ochoa), our mathematics (STEM). Howard Heckes, a director since November 2020, is the President and Chief Executive person who owns greater than or equal to 10% of our common stock then outstanding that are material or involve aggregate payments or receipts in excess of $500,000; amending, modifying or waiving any provision of our organizational documents in a manner that adversely affects enhance his alignment with our stockholders following the IPO, and we also granted Mr.Nicoletti a cash award to provide retentive value. Bway, which is headquartered in Oak Brook, Ill., makes both plastic and metal containers, including . Reflects shares owned by Ares Corporate Opportunities Fund IV, L.P., or Ares IV. Acquiring Party. evaluating investments in companies operating in various industries and his in-depth understanding of our business led to the conclusion that he should serve as a director on our board. The change was treated as a modification under ASC 718, Stock Compensation, resulting in incremental report required to be included in our proxy statement under the rules and regulations of the SEC. approximately 1,300 of our employees who did not own any shares of our capital stock immediately prior to IPO. 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 Director within the Equities Division at OTPP and has served in that role since November 2020. Stone Canyon Industries, LLC (www.stonecanyonllc.com) is a global industrial holding company based in Santa Monica, California with subsidiaries involved in consumer & retail, food & ingredients, industrial, technology & business services and transportation. unvested immediately prior to our IPO, and the unvested options have the same time-based and performance-based vesting conditions as the original Profits Interests award. "Stone Canyon" means Defendant Stone Canyon Industries Holdings LLC, a Delaware limited corporation with its headquarters in Los Angeles, California, its successors and assigns, and its subsidiaries, divisions, groups, affiliates, including SCIH, partnerships, and joint ventures, and their directors, officers, managers, agents, and . "Combined with SCIH's Kissner Group Holdings, the Americas salt business offers an extensive line of products to consumers as well as governmental and commercial customers. Transaction Number. cash, and shares tendered or withheld in payment of taxes or an exercise price, will become available for future awards under the 2020 Plan. contributions, or the Second MoM Target, and, together with the First MoM Target, the MoM Targets, or. Good Reason and Cause as used in the preceding sentence had the meanings set forth in the executives employment agreement, or if none, then as set forth in the Partnership Agreement. directors to be nominated is odd, the Sponsors will jointly nominate one such director and each Sponsor will nominate one half of the remaining nominees, and (ii)if either Sponsor owns more than 5%, but less than or equal to 10%, of the In addition, with respect to performance vested Profits Interests granted to Mr.Singh on October11, 2018 and May26, 2016, if a Change in Control Employees, consultants and directors will be eligible to participate in our 2020 Plan. / Stone Canyon Industries LLC; Stone Canyon Industries LLC. Compensation TableLong-Term IncentivesLong-Term Cash Incentive above. During that time, Mr.Skelly was responsible for all global and domestic corporate development and mergers and acquisitions. 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 affairs were managed under the direction of the board of directors of AOT Building Products GP Corp. The proposed Final Judgment, filed at the same time as the . Subject to the terms of the 2020 Plan, the administrator will determine which employees, consultants and non-employee directors will receive awards under the 2020 Plan, the dates of grant, the number and types of awards to be granted, the exercise or purchase price of each award, and the terms and conditions of the Such persons are required by SEC regulations to furnish us with copies of all such reports they file. He has also held the role of Chief Financial Officer for Cigna Corporation, a global health services EBITDA(1) 25% Weighting, Building Products Segment Target Revenue 12.5% Weighting. cash or freely tradable and marketable securities. 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. In connection Clawback: Repayment If Conditions Not Met. with us under certain circumstances or upon certain transactions, as described below. Section16(a) of the Exchange Act requires our directors and executive officers and persons who own more than 10% of our outstanding Ms.Kasson received a Bachelors in Management Information Systems from the University of Dayton in 1992 and a Masters of Business Administration from Xavier University in Cincinnati, OH in 1997. December 2019. The remaining Unlock full sales materials and reports. In lieu of long-term disability benefits provided to other executives, Mr.Singh is entitled, pursuant to his employment agreement, to a long-term disability insurance policy funded by us that provides a monthly benefit of The foregoing gives a grantee the right to purchase a certain number of shares of our ClassA common stock during a specified term in the future, after a vesting period, at an exercise price equal to at least 100% of the fair market value of our common stock group(6), Ares Corporate Opportunities Fund IV, Morton produces salt for culinary, water softening, household, road deicing, food processing, chemical, pharmaceutical, and numerous other uses. 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 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 In addition to the Profits Interests granted to Mr.Singh in connection with his appointment, Mr.Singh was Mr.Nicolettis individual performance was assessed based on his performance in executing all aspects of our IPO, effective Our board of directors has adopted a written charter for the audit committee which satisfies the applicable rules of the SEC Additionally, each employment agreement provides for certain severance and termination benefits that are described below under Potential Payments Upon Termination, Change In Control or Strategic Transaction.. such shorter period that the Registrant was required to submit such files). from Cornell University in Chemical Engineering and an M.B.A. from Harvard Business School. Accordingly, the definitive proxy statement In connection with our IPO, we adopted a new director Award-Winning Sales Intel. Get in Touch with 4 Principals* and 15 Contacts. In addition, if a Change in Control occurs within six months following a termination of Mr.Singhs employment by CPG Morton Salt, Inc. is a trusted authority in salt inNorth America. (i)if the number of directors to be nominated is odd, in which case the Sponsors will jointly nominate one such director and each Sponsor will nominate one half of the remaining nominees, and (ii)if either Sponsor owns more than 5%, but Any additional directorships resulting from an approval. options or SARs, the awards spread value. future receipt of Proceeds. fundamental financial statements, are familiar with finance and accounting practices and principles and are financially literate. The Partnership Agreement permitted (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 qualifying terminations of employment is described under Additional Narrative DisclosuresPotential Payments Upon Termination, Change in Control or Strategic Transaction below. expense, net, income tax (benefit) expense and depreciation and amortization, adding thereto or subtracting therefrom certain non-cash charges, restructuring and business transformation costs, acquisition Prior to joining us in September 2019, 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. 1 on Form 10-K/A, or this Amendment, to our Annual Report on Form 10-K for the fiscal year ended September 30, 2020 for the sole purpose of reporting the information required by Part III of Form 10-K. 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