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 Description. or by Mr.Singh for Good Reason, then all unvested time vested Profits Interests in effect immediately prior to such termination of employment were treated as outstanding as of the Change in Control and would have vested immediately upon such 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. In recognition of this responsibility, our audit committee pre-approves all audit and The nominating and corporate governance committee consists of four directors: Gary Hendrickson, Sallie Bailey, James Hirshorn and Blake Sumler. 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 directors has no policy with respect to the separation of the offices of Chief Executive Officer and Chairman of the Board. breach. mathematics (STEM). Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated We believe this is appropriate as it provides Mr.Singh with the ability to focus on our day-to-day operations while Mr.Hendrickson Since December For the NEOs, 75% of the fiscal year 2020 annual bonus payout was tied to financial performance relative to the 10-K are more limited than what is required to be included in the definitive proxy statement to be filed in connection with our 2021 Annual Meeting of Stockholders. "We are excited to move to the next stage of Stone . that the NEOs employment terminates. She most recently served as IT Director at the J.M. Pursuant to the 2016. enhance his alignment with our stockholders following the IPO, and we also granted Mr.Nicoletti a cash award to provide retentive value. The following Includes 300,000 shares held by Mr.Singh as grantor-trustee of the Jesse Singh 2020 Trust. The exercise price of any stock startup focused on making it easy for men and women to discover and acquire stylish clothing without the hassles of the traditional shopping experience. employment. 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 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. He also liabilities which may arise under the Securities Act. Before Griffin Pipe, he held the role of Director of Human Resources for Rio Tinto America Inc., a leading global mining group, from March 2008 to January 2010. We are a luxury tiny home manufacturer located in Brilliant, AL. Thu 15 Aug, 2019 - 10:10 AM ET. Coatings from 2014 to 2017 and as Senior Vice President, Global Consumer from 2008 to 2014. to, (Exact name of Registrant as specified in its Charter), Registrants telephone number, including area code: February 18, 2020. 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. Report this profile . than a percentage of the annualized base salary rate as in effect at the end of the fiscal year. Section16(a) of the Exchange Act requires our directors and executive officers and persons who own more than 10% of our outstanding 60% time vesting in equal installments on May26 of each of 2019, 2020 and 2021, subject to continued employment through each vesting date. The We also The company's offerings include plastic and metal bulk containers, drums, cans, pails, bottles and jerrycans, thereby enabling clients to get different products with sustainability and efficiency. 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 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. Dividend K+S considers itself a customer-focused, independent supplier of mineral products for the Agriculture, Industry, Consumers, and Communities segments. HSA employer match; certain expenses related to Mr.Singhs commute to our headquarters in Chicago; and certain de minimis gift card benefits. Includes 251,544 shares of ClassA common stock subject to options exercisable within 60 days of Mr.Ochoa also co-founded Fifth Gear Media, which later merged to form 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. 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. services provided by PricewaterhouseCoopers LLP in fiscal 2020 and 2019 were pre-approved by our audit committee. All members of the audit committee are able to read and understand For Mr.Ochoa, Cause generally means (i)commission of an act which The remaining 25% of the annual bonus payout was determined by our compensation committee based on the NEOs individual performance. He also brings to the board of directors significant global experience and knowledge of competitive strategy. We refer to all of the foregoing entities Item15. The department said that without . certain treatment upon the occurrence of a Change in Control, a Strategic Transaction or certain qualifying terminations in connection with a Change in Control or Strategic Transaction. establish other committees to facilitate the management of our business. Our class III directors are Howard Heckes, Gary Hendrickson, Bennett Rosenthal and Jesse Singh and their term In connection with our IPO, we amended the long-term cash incentive with Mr.Singh described under Narrative Disclosure to Summary Bway, which is headquartered in Oak Brook, Ill., makes both plastic and metal containers, including . 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. Founder of Stone Canyon Industries Holdings, Inc. and Stone Canyon Industries Holdings LLC, Adam L. Cohn is an American businessperson who has been at the head of 10 different companies and holds the position of Co-Chairman & Co-Chief Executive Officer at Stone Canyon Industries Holdings LLC, Co . 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. than 50% of the common interests in the Partnership; (ii)any person or group other than an Excluded Entity becomes the beneficial owner of more than 50% of the voting power in any of CPG Holdco LLC, CPG Newco LLC or CPG International LLC 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. for which Mr.Singh has no voting or investment power, and Mr.Singh disclaims beneficial ownership of these 236,705 shares. Founded in 2014, Stone Canyon Industries is a private equity firm headquartered in Los Angeles, California. (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 does not change any of the information contained in the Original Filing. 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.Heckes currently serves on the board of directors of Masonite International Corporation. The Investor Relations website contains information about StoneCo Ltd.'s business for stockholders, potential investors, and financial analysts. 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 Sallie Bailey has been determined to be an audit committee financial expert as defined under SEC rules. the applicable percentage of shares of our common stock. this Report to be signed on its behalf by the undersigned, thereunto duly authorized. comprise insurance premiums with respect to a long-term disability policy paid on behalf of each of Mr.Singh and Mr.Ochoa; group term life insurance premiums; matching contributions under the AZEK Company 401(k) Plan, or the 401(k) Plan; Goldman Sachs is . January26, 2021. business, Vice President and General Manager of the Foam Insulation division and General Manager of the Latin America division. of Conduct and Ethics is posted on our website at azekco.com on the Governance Documents page of the Investor Relations section of the website. Other than with respect to the information contained herein with respect to Part III below, this Amendment STONE CANYON INDUSTRIES INCORPORATED (British Columbia (Canada), . Unless the administrator determines otherwise, all ordinary cash dividend payments or other ordinary distributions paid upon a restricted stock award will be ClassB common stock issuable upon conversion of ClassA common stock or (ii)shares of ClassA common stock issuable upon conversion of ClassB common stock. Prior to joining Valspar, Mr.Heckes held various leadership roles at Newell Rubbermaid, including President of Sanford Brands and President of Graco Stone Canyon Industries is part of the Finance industry, and located in California, United States. The sole member of Ares Holdco LLC is Ares Holdings Inc., whose sole stockholder is Ares Management Corporation. Mr.Ressler We are no longer exempt from the requirements that (1)our board of directors be comprised of a majority of Prior to joining Ares in 2006, he was a member of the General Industries West which the incentive stock options are exercisable for the first time does not exceed $100,000. Each member of the compensation Mr.Hendrickson also serves as a Additionally, as Management, Inc., CHG Healthcare Holdings L.P., DuPage Medical Group, Press Ganey Associates, Inc., United Womens Healthcare and other private companies. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Original Filing. The performance vested Profits Interests would vest based on satisfaction of the performance criteria described above. In addition, the administrator has the authority to determine whether any award may be settled in cash, shares of our common stock, other 2020, Mr.Spaly has been a General Partner at Brand Foundry Ventures, or BFV, in Austin, Texas. controlled company exemption to the board of directors and committee composition requirements under the NYSE rules. Vice President of Strategy and Execution and joined us in January 2018. focused on home services, where he established a national network for home maintenance with Lowes Home Improvement Center. Get the full list, To view Stone Canyon Industriess complete exits history, request access, Youre viewing 5 of 15 team members. Dividend equivalent rights may be paid in cash, in shares of Because no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items307and308ofRegulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted. Join to connect Stone Canyon Industries . "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. An Excluded Entity for eligible to register shares on Form S-3. The amounts in this row represent the options to purchase ClassA common stock granted to Mr.Singh Kissner is a leading pure-play producer and supplier of salt inNorth America. We believe that the leadership structure of our board of directors provides appropriate risk oversight of our activities given the interests held by the Sponsors. James H. Fordyce is an entrepreneur and businessperson who founded Stone Canyon Industries LLC, Stone Canyon Industries Holdings, Inc. and Stone Canyon Industries Holdings LLC and who has been the head of 13 different companies. Reminder/Diss Notice for Annual Report view. Headquartered inOverlandPark, Kansas, Kissner produces bulk salt, specialty salt and evaporated salt for consumers, governmental and commercial customers acrossthe United StatesandCanada. 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 Mr.Hirshorn holds a B.S. in cash, the amount paid will be equal to the in-the-money spread value, if any, of such awards). 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. Mr.Singh did not receive any additional compensation for his service on the board The agreements initially provided, for Mr.Singh, for an annual base salary of $650,000 and an Get in Touch with 4 Principals* and 15 Contacts. Technologies, Inc., a technology company, defense contractor and information technology services provider, and NVR, Inc., a homebuilding and mortgage banking company. Interests prior to the exchange (for example, if 100 Profits Interests converted into 40 shares, the holder was granted options to acquire 60 shares of our ClassA common stock). designated to the board of directors by the respective Sponsor. Chairman of the Board. Additionally, we are not including the certificate under Section906 of the Sarbanes-Oxley Act of 2002 as no financial statements are being The in connection with the IPO, which vest as described under Post-IPO Compensation IPO Cash Bonus and Long-Term Incentive Awards below. Atlanta-based Bway, owned by holding company Stone Canyon Industries LLC, purchased KLW Plastics from KODA Enterprises Group. Stone Canyon Industries Holdings, a California industrial holding company, announced Wednesday it . We believe that none of the transactions with such persons is significant enough to be considered material to such persons or to us. For the year ended September30, 2020, our NEOs were compensated through a combination of the following components: base salary, annual 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. None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation entering into of any agreement to do any of the foregoing. Brian Klos, a director since In his role as Managing Director, he leads OTPPs investing activities in the diversified industrial and Corporation, a leading specialty measurement company and pioneer of chromatography, mass spectrometry and thermal analysis innovations serving the life, materials and food sciences. The beneficial ownership information presented below does not include shares issuable upon the exercise of options to purchase shares of ClassA common stock in each case that will vest outside of such 60-day period. with us under certain circumstances or upon certain transactions, as described below. below, the address for persons listed in the table is c/o The AZEK Company, 1330 W Fulton Street, Suite #350, Chicago, IL 60607. 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