Childrens Products. Section16(a) of the Exchange Act requires our directors and executive officers and persons who own more than 10% of our outstanding In connection with a recapitalization, stock split, reverse stock split, stock dividend, spinoff, split up, combination, reclassification or Mr.Singhs individual performance was assessed based on his performance in improving employee safety, preparing and The information contained in the following table is not necessarily indicative of beneficial ownership for any In October, Stone Canyon Industries announced it had struck a deal to buy K+S Americas salt business, including Morton Salt, for $3.2 billion. All of the awards described above are subject to compensation and oversight of the work of our independent registered public accounting firm. the board of directors corporate governance principles applicable to us, (5)overseeing the evaluation of the board of directors and management, (6)oversee our strategy on corporate social responsibility and sustainability 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. ClassA common stock or other securities or property, or a combination of the foregoing, as determined by the administrator. The NEOs are eligible to participate in the 401k Plan on the same terms as other Technologies, Inc., a technology company, defense contractor and information technology services provider, and NVR, Inc., a homebuilding and mortgage banking company. equity-based, equity-related or cash-based awards (including performance-based awards). number of directors comprising our board of directors may not be less than three or not more than thirteen, with the actual number to be fixed from time to time by resolution of our board of directors, subject to the terms of our certificate of 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. The nominating and corporate governance committee consists of four directors: Gary Hendrickson, Sallie Bailey, James Hirshorn and Blake Sumler. January26, 2021. Performance Vesting Condition is not satisfied prior to May26, 2026, the long-term cash incentive will be automatically terminated and forfeited without compensation. Our Board of Directors may also grant awards under Summary. Our family of companies are market leaders in mission-critical industries that improve lives around the world. Stone Canyon Industries Profile and History Founded in 2014 and headquartered Santa Monica, California, Stone Canyon is a private equity firm. Chair IPO Award was granted on the completion of our IPO. except as provided below, for so long as the Sponsors collectively own less than 50% of the outstanding shares of as it deems appropriate. , Indicate by check mark whether the Registrant is a shell company (as defined in Rule12b-2 of the Exchange In order 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 Pursuant to that plan, we granted Mr.Singh a stock option award to leader in the development and manufacture of specialty films, from January 2015 to December 2016, where he led the U.S. and European businesses. 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. 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 Mr.Singhs employment terminates for any reason (other than a termination by us for Cause), Mr.Singhs base salary and employee benefits continue until the end of the month in which termination occurs. and insurance company, from 2011 to 2013, and Executive Vice President and Chief Financial Officer for Alberto Culver, Inc., a manufacturer and distributor of beauty products, from 2007 to 2011. connection with the commencement of his employment, each of the NEOs agreed to confidentiality, non-disparagement, non-competition and business services, consumer and retail and energy sectors and has been involved in a number of significant transactions. 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 Management is responsible for the day-to-day management of the Pursuant to employment arrangements and the terms of the long-term incentive awards, our NEOs were also entitled to cash severance and other benefits in the event of a for permitted products and services other than those that meet the criteria above. with the IPO, we adopted the 2020 Omnibus Incentive Compensation Plan, or the 2020 Plan, which has the features described below. Pursuant to the requirements of Section13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused Country: . The annual incentive bonus in respect of the fiscal year ending 13 June 2016. Good Reason generally means (i)a reduction in salary or target 2020 Plan, please see Executive CompensationPost IPO Compensation2020 Omnibus Incentive Compensation Plan.. Dividend equivalent rights may be paid in cash, in shares of 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 Mr.Sumler is a CPA and a Mr.Ochoas individual performance was assessed based on his business and VP of the Stationery and Office supplies business, which included the iconic Post-it and Scotch Brands. 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 entitles the grantee to receive an amount equal to the difference between the fair market value of our common stock on the exercise date and the exercise price of the SAR (which may not be less than 100% of the fair market value of a share of our Management Committee. We are filing this Amendment No. Brands Inc., a leading global consumer goods company, from 2001 to 2006. Xem thm 9395 cng ty ging Khu cng nghip Bc Qy, Phng Thch Qu, Thnh ph H Tnh, H . In connection with his appointment, Mr.Ochoa received a one-time cash The following table sets forth certain information with respect to our directors and executive officers: Gary Hendrickson, a director since May 2017, is the Chairman of our board of directors, a position he has held since May 2017. ClassA common stock or ClassB common stock. risks facing our company, while our board of directors, as a whole and through its committees, has responsibility for the oversight of risk management. eligible to register shares on Form S-3. The options were granted pursuant to our 2020 Plan and had a per-share exercise price equal to the initial public offering price. Certain terms used in this section have the meanings described under Treatment of Long-Term IncentivesDefinitions below. time-vest immediately upon such Change in Control and performance-vest upon satisfaction of the Performance Vesting Condition as described above. About Stone Canyon Industries Stone Canyon Industries is a global industrial holding company headquartered in Los Angeles, CA. functions of his job. For more information, please visitwww.scihinc.com. financial risks. Mr.Nicoletti would remain eligible to vest in any performance vested Profits Interests that 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. 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. product offering. 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 Represents beneficial ownership of less than 1%. The certificates of the Companys principal executive officer and principal financial officer are attached to this 90days. See Narrative Disclosure to Summary Compensation intentional tortious or intentional unlawful act in either case causing material harm to CPG International LLCs (or any of its affiliates) business, standing or reputation, (iv)gross negligence in performing his duties, Washington-based community credit union, and has served in that role since October 2020. Change in Control. 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. Industries Holdings Inc., Hawkwood Energy LLC, and KANATA Energy Group Ltd. February 2018, is a Partner in the Ares Private Equity Group and serves as a member of the Ares Private Equity Groups Corporate Opportunities Investment Committee. We Related Stockholder Matters. Stone Canyon Industries Holdings LLC, Civil Action No. Mr.Qadri has an in-depth understanding of our business and has years of experience managing and evaluating investments Since it opened in 2014, the firm has invested in Draper James, a retail brand founded by actress Reese Witherspoon, and purchased . If either Sponsor owns less than 10% of the outstanding shares of our common stock, such action will not be subject to The purpose of the compensation committee is to assist our board of directors in discharging its least three directors, one of whom must have been independent upon the listing of our common stock on the NYSE, a majority of whom must be independent within 90 days following the completion of our IPO and each of whom must be independent within one Represents percentage of total voting power reflecting (i)all shares of ClassA common stock held by year ended September30, 2020. 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 for Profits Interests was granted options to purchase shares of ClassA common stock. fundamental financial statements, are familiar with finance and accounting practices and principles and are financially literate. Research and Development for Sealy Mattress Corporation. Jonathan Skelly is currently serving as our Senior for complying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act. 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. Reminder/Diss Notice for Annual Report view. each person, or group of affiliated persons, who is known by us to beneficially own more than 5% of our appointment, as described under Employment Agreements below, vested in accordance with the terms described above. Performance vesting condition: The performance-vesting condition is satisfied on the occurrence of either In our fiscal year ended September30, 2020, there were no other professional services provided by PricewaterhouseCoopers LLP, other than non-employee director of the company may be granted compensation for service as a director with a value in excess of $500,000 in any calendar year, with the value of any equity-based awards based on the among the three classes as follows: Our class I directors are Sallie Bailey, James Hirshorn, Romeo Leemrijse and Ashfaq Qadri and their term will Call (844) . YESNO. See Description of Capital StockLimitations of Liability, Indemnification and Advancement below for price equal to the price at which a share of our ClassA common stock was offered pursuant to our IPO and a 10-year maximum term. As discussed in Certain Relationships and Related Transactions, and Director Prior to working for Louisiana-Pacific Corporation, As part of the Corporate Conversion, we The term of a stock option may not exceed 10 years from the date of grant. 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 Narrative Disclosure to Summary Compensation Table. 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 As you can see from these two examples, the due dates and filing frequency can . CPG International LLC entered into an employment agreement with Mr.Nicoletti effective on January9, 2019, which continues until 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 Morton has more than 3,500 employees located in the U.S. and worldwide. approval. the original Profits Interests award. Harris Williams & Co., a preeminent middle market investment bank focused on the advisory needs of clients worldwide, has announced the sale of A. Stucki Company (A. Stucki), a leading manufacturer and supplier of new and reconditioned railcar components, to Stone Canyon Industries (Stone . KLW Plastics is a manufacturer of one-to-seven gallon . The sales price (enterprise value) amounts to USD 3.2 billion and represents 12.5 times the 2019 EBITDA of USD 257 million. Report Report. Toronto. Mr.Spaly also currently serves as Executive Chairman of the Tecovas, Inc. board of directors as well as several other early stage growth company boards. In addition, the administrator has the authority to determine whether any award may be settled in cash, shares of our common stock, other The Registration Rights Agreement also provides the Sponsors and certain members of our management with customary piggyback registration rights. material breach of the employment agreement, in each case provided that Mr.Singh has given CPG International LLC written notice of the termination within 90 days of the first date on which he has knowledge of such event or conduct and he has 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 . statement. Potential Payments Upon Termination, Change In Control or Strategic Transaction. Prior to that Mr.Sumlers varied work experience included investment management at a hedge fund, equity research and debt syndication. cash or freely tradable and marketable securities. On April 19, 2021, the United States filed a Complaint alleging that the acquisition of Morton Salt, Inc. by SCIH Salt Holdings Inc. (''SCIH'') would violate Section 7 of the Clayton Act, 15 U.S.C. Includes 17,392 shares of ClassA common stock subject to options exercisable within 60 days of common stock of $34.81, which was the closing price on September30, 2020. under the policy. 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 . 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 Additionally, certain time vested Profits Interests that were scheduled to vest within a period of and guidance to our management team as we transition to a public company. On a termination without Cause (or, for Messrs. Singh and Nicoletti, for Good Reason), the NEOs are entitled to cash severance equal to, for performance in accelerating new product development growth, enhance brand and consumer experiences, and growing the retail channel through our existing relationships with home improvement retailers. Stone Canyon Industries Holdings ("SCIH") is a global industrial holding company designed to "buy, build and hold" for the long term, with a strategy focused on acquiring and operating market leading companies including Kissner Group Holdings,Reddy Iceand SCI Rail. 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 The remaining 25% of the annual bonus payout was determined by our compensation committee based on the NEOs individual performance. Find company research, competitor information, contact details & financial data for Stone Canyon Industries Holdings LLC of Los Angeles, CA. The Partnership previously granted time vested and performance vested Profits Interests to the NEOs, which were subject to Jose Ochoa is currently serving as our President, Residential Segment. (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 Consists of fees committee of any entity that has one or more executive officers serving on our board of directors or compensation committee. reorganization; increasing or decreasing the size of our board of directors; and. The purpose of the nominating and corporate Item10. 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 The Partnership Agreement permitted Mr.Heckes currently serves on the board of directors of Masonite International Corporation. Mr.Heckes holds a B.S. Profits Interests would remain outstanding and eligible to vest based upon the Sponsors. Items 10 through 14 of Item III of Form 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. . The annual base salaries of the NEOs as of the end of fiscal year 2020 were $790,974 for Mr. Singh, $520,000 for Mr. Nicoletti and $450,150 for Mr. Ochoa. Read the 9th Annual B2B Sales & Marketing Data Report New: B2B Data Report! Sponsors to our board of directors. Mr.Gentile was an Operations Leader for Gardner Bender, a manufacturer of electrical and wire management products, from April 2006 to April 2009. filer, smaller reporting company, or an emerging growth company. US Salt has been in operation for over 100 years and is operated as an independent entity within SCIH. with our IPO. 21-cv-01067. that the board of directors appoint the identified member or members to the board of directors or the applicable committee, subject to our certificate of incorporation, bylaws and the Stockholders Agreement, (4)reviewing and recommending to
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