The market value of shares or units that have not vested was calculated using a price per share of ClassA The performance vested Profits Interests would vest based on satisfaction of the performance criteria described above. 4 were here. Additionally, Mr.Ochoa is provided a long-term disability insurance policy funded by us that provides a monthly benefit of $20,000. The exchange of Profits Interests for shares of See Certain Stone Canyon Industries Holdings LLC, Civil Action No. IPO Cash Bonus and Long-Term Incentive Awards. Read the 9th Annual B2B Sales & Marketing Data Report New: B2B Data Report! . The audit committee consists of five directors: Sallie Bailey, Fumbi Chima, Gary Hendrickson, Howard Heckes and Brian Spaly. incorporation and bylaws and the Stockholders Agreement. participating employees. A SAR individual performance component was determined based on an overall assessment of the NEOs performance and was not based on a predefined formula or targets. 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. Item10. (ii)provide that for a period of at least 20 days prior to the change in control, stock options or SARs that would not otherwise become exercisable prior to a change in control will be exercisable as to all shares of common stock, as the case our common stock or in another form. Under the Stockholders Agreement, each Sponsor also agrees to vote in favor of the other Sponsors nominees. He currently serves on the board of multiple OTPP portfolio companies, including Trivium Packaging B.V., Stone Canyon directors has determined that Sallie Bailey, Fumbi Chima, Gary Hendrickson, Howard Heckes and Brian Spaly each satisfy the independence requirements for audit committee members under the listing standards of the NYSE and Rule 10A-3 of the Exchange Act. group(6), Ares Corporate Opportunities Fund IV, For the NEOs, 75% of the fiscal year 2020 annual bonus payout was tied to financial performance relative to the focused on home services, where he established a national network for home maintenance with Lowes Home Improvement Center. collectively as the Ares Entities. 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. that all Section16(a) reports applicable to our directors, executive officers and greater-than-ten-percent beneficial owners with respect to fiscal year 2020 were Following our IPO, we granted certain restricted stock unit and option awards to the NEOs, as described under 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 Morton produces salt for culinary, water softening, household, road deicing, food processing, chemical, pharmaceutical, and numerous other uses. policy of CPG International LLC, in each case after receiving written notice from CPG International LLC of such. KLW Plastics is a manufacturer of one-to-seven gallon . As of January26, 2021, the registrant had 154,740,054 shares of ClassA Common Stock, $0.001 par value per share, and the Sponsors have sold or disposed of more than 65% of their aggregate common interests in the Partnership for election to our board of directors as follows: for so long as the Sponsors collectively own 50% or more of the outstanding shares of our common stock, the In The performance conditions Officer of Masonite International Corporation and has served in that role since June 2019. The employment agreement with each NEO and the long-term incentives awarded to the NEOs provide benefits upon the termination of his employment Dividend equivalent rights may be paid in cash, in shares of will expire at the annual meeting of stockholders to be held in 2023. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act. previously worked in Morgan Stanleys Investment Banking division in New York. the Los Angeles Football Club (LAFC). Xem thm 9395 cng ty ging Khu cng nghip Bc Qy, Phng Thch Qu, Thnh ph H Tnh, H . It is our board of directors view that rather than having a rigid policy, our board of directors should determine, as Our class III directors are Howard Heckes, Gary Hendrickson, Bennett Rosenthal and Jesse Singh and their term On a termination for any reason, each NEO is entitled to payment of accrued but unpaid base salary and vacation. 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. Since 2018, he has served as a member of the board of directors of Deckers Brands, services provided by PricewaterhouseCoopers LLP in fiscal 2020 and 2019 were pre-approved by our audit committee. vested Profits Interests granted to Mr.Singh on October11, 2018 and May26, 2016, if a Change in Control occurred within six months following a termination of Mr.Singhs employment by CPG International LLC without Cause 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. applicable. The amounts in this column represent annual incentive cash awards earned under the annual incentive program for Prior to that, Mr. the conversion of Profits Interests, as described under Post-IPO CompensationProfits Interests Conversion below. We had a prior policy with respect to related party transactions that was adopted on February21, 2019. A discussion of the treatment of the long-term cash incentive in connection with a Change in Control, a Strategic Transaction or certain "We are excited to move to the next stage . Item13. Stone Canyon Industries is a global industrial holding company. The maximum award that an NEO can earn for the individual performance component was registered pursuant to Section12(b) of the Act: Securities registered pursuant to Section12(g) of the Act: Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Headquartered inChicago, Morton Salt with its affiliates in theBahamasandCanadahas more than 3,500 employees committed to safety, quality, and service in the communities in which it operates. January26, 2021. The restricted shares and stock options received upon Messrs. Hammond, Lee and Pace no longer serve on the board of directors. During his career at 3M, Mr.Singh was involved in running 3Ms worldwide, The minimum vesting restriction does not apply to the administrators discretion to provide for PitchBooks data visualizations quickly surface an investors historical investmentsshowing a breakdown of activity by industry, year and region. For information regarding this modification, see His understanding of our business and broad experience led us to conclude that he should serve as a director on our board. All YES NO, Indicate by check mark whether the Registrant common stock of $34.81, which was the closing price on September30, 2020. securities to persons who possess sole or shared voting power or investment power with respect to those securities, or have the right to acquire such powers within 60 days. directors is charged with reviewing for approval or ratification all transactions with related persons (as defined in paragraph (a)of Item 404 of Regulation S-K) that are brought to the audit Washington-based community credit union, and has served in that role since October 2020. Report this profile . Each of the Ares A discussion of the treatment of the long-term cash (other than in connection with a public offering registered under the Securities Act), except in a Strategic Transaction (as defined below); or (iii)the sale of all or substantially all of the assets of CPG International LLC to a person or We refer to all of the foregoing entities Ralph Nicoletti is currently serving as our Senior Vice President and Chief Financial Officer and joined us in January 2019. 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 Win whats next. An Excluded Entity for 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. He also 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 mathematics (STEM). The annual incentive bonus in respect of the fiscal year ending Founded in 2014 and headquartered Santa Monica, California, Stone Canyon is a private equity firm. common stock, the following actions will require the prior written consent of each of the Sponsors, subject to certain exceptions. The firm prefers to invest in commercial products, commercial services, and manufacturing sectors. connection with such termination, Mr.Singh is entitled to continued payment of healthcare premiums for 24 months following the date of termination or until Mr.Singh obtains healthcare benefits from another employer. Founded in 2014, the company focuses on acquiring market-leading companies with strong . on June12, 2020. For the fiscal year ending September30, 2020, the financial performance component of the annual incentive Stone Canyon Industries, Senior Vice President Los Angeles Metropolitan Area. restricted shares of ClassA common stock granted under our 2020 Plan, which remain eligible to vest generally pursuant to the same time-based and performance-based vesting conditions as the Profits Interests for which they were exchanged, as The firm seeks to acquire businesses through buyouts. September30, 2020 included in the Original Filing. equity firm focused on buyouts and growth capital investments in Canada. Our board of directors is divided Company and of the Building Products segment. In addition to the Profits Interests granted to Mr.Singh in connection with his appointment, Mr.Singh was may be, subject thereto and that any stock options or SARs not exercised prior to the consummation of the change in control will terminate and be of no further force or effect as of the consummation of the change in control, (iii)modify the Profits Interests. business days to cure (to the extent curable) such non-compliance, (viii)material breach of any material written agreement with CPG International LLC which breach is not cured (to the extent curable) This charter is posted on our website. 20200716. 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 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 YESNO, Indicate by check mark whether the Registrant: (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act in Industrial Engineering from Iowa State University and an M.S. 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 . board of directors has adopted a written charter for the nominating and corporate governance committee which satisfies the applicable rules of the SEC and the listing standards of the NYSE. containers, from November 2010 to October 2016. 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 Each of these compensation elements is described below. Stone Canyon Industries Holdings LLC, Kissner Group Holdings minority owner and CEO Mark Demetree, and affiliates announced Friday they have closed on their acquisition of K+S Aktiengesellschaft's Americas salt business, including Morton Salt, for a previously disclosed purchase price of $3.2 billion. Co-Founder, Co-Chief Executive Officer, & Co-Chairman of the Board of Managers, Co-Founder, Co-Chief Executive Officer & Co-Chairman of the Board of Managers, Youre viewing 5 of 23 investments and acquisitions. Our board of directors may amend or terminate the 2020 Plan at any time, provided that no such amendment may materially The report essentially tells the state that your LLC continues to exist and allows you to continue using your LLC name. from 8 AM - 9 PM ET. We look forward to integrating Morton Salt and the other K+S Americas products into the SCIH family. To our knowledge, based solely on a review of the copies of such reports furnished to us regarding the filing of required reports, we believe The grant date fair value of the Profits Interests was computed in Change in Control. Exhibits, Financial Statement Schedules. director of Polaris Industries Inc., a publicly traded global manufacturer and seller of off-road vehicles, including all-terrain vehicles and snowmobiles and Waters Mr.Heckes currently serves on the board of directors of Masonite International Corporation. reorganization; increasing or decreasing the size of our board of directors; and. The audit committee also prepares the audit committee report as required by the SEC for inclusion in our annual proxy Research and Development for Sealy Mattress Corporation. approval. As part of the Corporate Conversion, we 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 , Indicate by check mark whether the Registrant is a shell company (as defined in Rule12b-2 of the Exchange Management, Inc., CHG Healthcare Holdings L.P., DuPage Medical Group, Press Ganey Associates, Inc., United Womens Healthcare and other private companies. Mr.Singh did not receive any additional compensation for his service on the board Dividend CPG International LLC entered into an employment agreement with Mr.Singh The number of shares of our ClassA common stock initially available for issuance under our 2020 Plan was 15,852,319 shares, 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 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. Ms.Bailey worked as the Vice President and Chief Financial Officer of Ferro Corporation, a global specialty materials company, from January 2007 to July 2010 following an eleven-year career at The Timken Company, a global producer of Mr.Hendrickson and Mr.Singh abstained from the consideration and approval of the Chair IPO Award. 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. For information regarding this modification, see Note 13 to our Consolidated Financial Statements for the year ended 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 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 Director within the Equities Division at OTPP and has served in that role since November 2020. See Narrative Disclosure to Summary Compensation TableLong-Term IncentivesLong-Term Cash Back Submit. Executive Officer of a global company provides expertise in corporate leadership and development and execution of business growth strategy. financial management positions at Kraft Foods, Inc. during his tenure there from 1979 to 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 The Partnership previously granted time vested and performance vested Profits Interests to the NEOs, which were subject to Prior to that, Stone Canyon bought Bway in 2016 from private equity firm Platinum Equity LLC for $2.4 billion. Prior to SCI, from March 2000 to September 2014, Mr. Cohn was a partner at Knowledge Universe (KU), where he served as head of mergers and acquisitions and business development for KU and its portfolio . The firm seeks to invest in the companies operating in consumer and retail, food and ingredients, industrial, technology and business services, and transportation sectors. IndependenceStockholders Agreement, the Sponsors have entered into the Stockholders Agreement with us, pursuant to which the Sponsors agree to vote their shares of ClassA common stock in favor of the election of the nominees of the BWAY Corporation - held by PE Stone Canyon Industries Holdings, LLC Sep 2017 - Sep 2018 1 year 1 month. 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 Notwithstanding the foregoing, if either Sponsor at any time ceases to own more than 5% of the outstanding shares of our common stock, that 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 $5,321,095 for Mr.Nicoletti. Morton has more than 3,500 employees located in the U.S. and worldwide. Ares Management Corporation is indirectly controlled by Ares Partners Holdco LLC. In the event of a Change in Control (as defined in the Partnership Agreement), when the aggregate Proceeds The iconic Morton brand, coupled with the broadest footprint in the industry, has made the company a leader since 1848. 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. The Stockholders Agreement also grants each of the Sponsors certain information rights. 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. The Department of Justice announced today that Stone Canyon Industry Holdings LLC (Stone Canyon) and its portfolio company SCIH Salt Holdings Inc. (SCIH), which was previously named Kissner Group Holdings LP, will divest their entire evaporated salt business in order to proceed with their proposed acquisition of Morton Salt Inc. (Morton), among other assets. If either Sponsor owns less than 10% of the outstanding shares of our common stock, such action will not be subject to But the proposed acquisition came under scrutiny by . Stone Canyon specializes in creating value utilizing a patient capital approach. common stock to file with the SEC initial reports of ownership and reports of changes in ownership of our equity securities. In connection with our IPO, we entered into the Stockholders Agreement with the Sponsors. 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 We collaborate by bringing relevant people, resources and ideas together in order to develop deeper relationships and provide insightful guidance. Includes 709,957 shares of ClassA common stock subject to options exercisable within 60 days of included in the Original Filing. Country: . 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. In general, awards of Profits Interests were 50% time vested and 50% performance vested. The remaining 50% of the performance vested Profits Interests vested upon the achievement of one of the following Related Stockholder Matters. granted to Messrs. Singh and Nicoletti vest as described under Long-Term IncentivesProfits Interests.. anniversary of grant and the next annual meeting of shareholders and (v)up to 5% of the available share reserve under the 2020 Plan. Narrative Disclosure to Summary Compensation Table. Performance-Based and Other Stock-Based or Cash-Based Awards. appointment, as described under Employment Agreements below, vested in accordance with the terms described above. The 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 Ms.Chima previously served in leadership roles at various companies in the retail and financial sectors, including as Chief Information officer at adidas Mauser Packaging Solutions General Information. In connection with a recapitalization, stock split, reverse stock split, stock dividend, spinoff, split up, combination, reclassification or report required to be included in our proxy statement under the rules and regulations of the SEC. SCI has a small investment in Luxfer. Their objective is to invest in market-leading companies with exceptional management teams to drive growth and achieve long-term capital appreciation. This charter is posted on our website. in connection with the IPO, which vest as described under Post-IPO Compensation IPO Cash Bonus and Long-Term Incentive Awards below. Mr.Singhs compensation for the year ended September30, 2020 is set forth under Executive CompensationSummary Compensation Table above. He joined OTPP in 2006 and has more than 25 years of private equity and investment banking experience. Matters, Certain Relationships and Related Transactions, and Director non-executive chair, paid quarterly in arrears. October11, 2018, Mr.Singh was granted a long-term cash incentive, subject to certain time and performance vesting conditions. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated We believe that none of the transactions with such persons is significant enough to be considered material to such persons or to us. YESNO. leading high-growth companies as CEO and public companies as a board member, along with his proven digital and direct marketing experience will benefit AZEK as we continue to focus on growing our business and further differentiating our leading Additionally, certain time vested Profits Interests that were scheduled to vest within a period of Award-Winning Sales Intel. A. Sallie Bailey has been determined to be an audit committee financial expert as defined under SEC rules. Following his experience as the former Chairman and CEO of Valspar Corporation, Mr.Hendrickson brings to our board of directors extensive 2020 Plan, please see Executive CompensationPost IPO Compensation2020 Omnibus Incentive Compensation Plan.. The remaining 25% of the annual bonus payout was determined by our compensation committee based on the NEOs individual performance. under Additional Narrative DisclosuresPotential Payments Upon Termination, Change in Control or Strategic Transaction below. Website. 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 The acquisition will be integrated into SCIH's Kissner Group Holdings, which SCIH acquired in 2020. 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 administrator has the authority to interpret the 2020 Plan and may adopt any administrative rules, regulations, procedures and guidelines governing the 2020 Plan or any awards granted under the 2020 Plan The Related Persons Transaction Policy provides that the audit committee of our board of solutions to U.S. middle market companies and power generation projects. 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. [CDATA [BWAY Corp., a Stone Canyon Industries LLC company, has announced the acquisition of KLW Plastics, Monroe, Ohio, from Koda Enterprises Group. Historically Aggressive Strategy: In 2016, Stone Canyon Industries LLC (SCI) acquired MPS and has since made 7 acquisitions for aggregate consideration of approximately $3.36 billion. December 2019. above under Directors, Executive Officers and Corporate Governance.. 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 The amounts in this row represent the restricted shares of ClassA common stock issued in connection with Profits Interests would remain outstanding and eligible to vest based upon the Sponsors. (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 . 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