The address of Ontario Teachers Pension Plan Board is 5650 in Industrial Engineering from For the NEOs, 75% of the fiscal year 2020 annual bonus payout was tied to financial performance relative to the Mr.Ochoa were as follows: Company Target Adjusted EBITDA(1) 25% Bway operates 23 plants across the United States, three in Canada and one in Puerto Rico, according to its website. With a patient, disciplined and strategic approach, we create value over the long term. Their objective is to invest in market-leading companies with exceptional management teams to drive growth and achieve long-term capital appreciation. portion of the long-term cash incentive that remains outstanding and eligible for vesting will immediately time-vest. Officer of Masonite International Corporation and has served in that role since June 2019. Strategic Marketing for the Roofing and Asphalt division, and served on the operating committee and as an officer of the company. Morgan Stanley and Asset Chile SA served as financial advisors to SCIH and Gibson, Dunn & Crutcher LLP and Bennett Jones LLP served as legal advisors. focuses on the oversight of our board of directors. 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. International LLC of written notice of such event by Mr.Nicoletti: (i)a material reduction in salary, (ii)a materially adverse change in title, duties or responsibilities (including reporting responsibilities), or Certain of our related persons may, either directly or through their respective affiliates, enter into commercial transactions with us from 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. Item14. In addition, with respect to performance vested Profits Interests granted to Mr.Singh on October11, 2018 and May26, 2016, if a Change in Control determined by AOT Building Products GP Corp. in its sole discretion, or the Performance Vesting Condition. operations, as well as the risks associated therewith. 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 Our Get the full list, Morningstar Institutional Equity Research. common stock of $34.81, which was the closing price on September30, 2020. And going forward, the combined company will be known as Morton Salt.". Management, Inc., CHG Healthcare Holdings L.P., DuPage Medical Group, Press Ganey Associates, Inc., United Womens Healthcare and other private companies. February 18, 2020. Our board of Following our IPO, we granted certain restricted stock unit and option awards to the NEOs, as described under 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 Mr.Hendricksons experience as President and Chief The independent members of the board of directors may make exceptions to this limit for a non-executive chair of the board of directors. Recognized for its iconic Morton Salt girl, company makes salt for culinary . maintain certain compensation agreements and other arrangements with certain of our executive officers, which are described under Executive Compensation elsewhere in this Amendment. 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 The remaining 25% of the annual bonus payout was determined by our compensation committee based on the NEOs individual performance. Vice President and Chief Financial Officer of Tiffany and Co., a design and manufacturer of jewelry, watches and luxury accessories from April 2014. We intend to disclose future amendments to certain provisions of our Code of Ethics for Senior Officers, The performance vested Profits Interests would vest based on satisfaction of the performance criteria described above. "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. See Certain 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 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 Prior to that, Mr. Blake Sumler, a director since January 2020, is the Managing Director, Diversified Industrial and payouts for the year ended September30, 2020: The outstanding Accordingly, this Amendment should be read in conjunction with our Original Filing. The number of shares of our ClassA common stock initially available for issuance under our 2020 Plan was 15,852,319 shares, If the administrator 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 consideration, except in connection with certain corporate events and (iii)any other action that would be treated as a repricing under applicable stock exchange rules. continue for two years following the termination of his employment for any reason. 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. 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 this Report to be signed on its behalf by the undersigned, thereunto duly authorized. Summary. A discussion of the treatment of the long-term cash When typing in this field, a list of search results will appear and be automatically updated as you type. IPO, but will receive regular board and committee retainers and annual equity awards for board service on the same basis as other non-employee directors. Fumbi Chima, a director since November 2020, is the Executive Vice President and Chief Information Officer at BECU, a Messrs. Hammond, Lee and Pace no longer serve on the board of directors. During the period that any restrictions apply, the transfer of RSUs is generally prohibited. Each member of the compensation In addition, with respect to time establish other committees to facilitate the management of our business. 0:00. Mr.Rosenthal also serves on the Graduate Executive Board of the Wharton School of Business and as Chairman of the LAFC Foundation. Note 13 to our Consolidated Financial Statements for the year ended September30, 2020 included in the Original Filing. 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 days of January26, 2021. This charter is posted on our website. CPG International LLC entered into an employment agreement with Mr.Singh Stone Canyon Industries is a global industrial holding company. [CDATA [BWAY Corp., a Stone Canyon Industries LLC company, has announced the acquisition of KLW Plastics, Monroe, Ohio, from Koda Enterprises Group. Consists of fees for professional services rendered in connetion with the submission of our Registration Statement on Form S-1 in connection has over 20 years of professional operations experience and most recently served as the Vice President of Manufacturing and Logistics at Overhead Door Corporation, a manufacturer of doors and openers, from April 2009 to November 2016. of September30, 2020. Performance Vesting Condition is not satisfied prior to May26, 2026, the long-term cash incentive will be automatically terminated and forfeited without compensation. direct to consumers through digital channels. 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 focused on home services, where he established a national network for home maintenance with Lowes Home Improvement Center. Additionally, Mr.Ochoa is provided a long-term disability insurance policy funded by us that provides a monthly benefit of $20,000. Financial Accounting Standards Board, or FASB ASC 718. Payment to a grantee upon the exercise of a SAR may be either in cash, shares of our Certain terms used in this section have the meanings described under Treatment of Long-Term IncentivesDefinitions below. In connection With respect to awards of stock-settled stock appreciation "Highlights from the 44 th Annual San Diego Securities Regulation . vests on the third anniversary of grant subject to continued service (provided that the award will vest in the event that the directors service on the board ceases due to disability or retirement and a prorated portion of the award will vest Summary Experience Insights & Events Beyond Our Walls Bar Admission & Education. Pursuant to the requirements of Section13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused represented interests in the future profits (once a certain level of proceeds had been generated) in the Partnership. prohibited. received by each of the Sponsors resulted in an internal rate of return on its aggregate capital contributions, or IRR, that was equal to or greater than 25%. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Original Filing. effective as of May26, 2016, which continues until Mr.Singhs employment terminates. These directors did not receive compensation from us for their service as a director. Since it opened in 2014, the firm has invested in Draper James, a retail brand founded by actress Reese Witherspoon, and purchased . that, he held a variety of leadership positions including Director of Strategic Business Development for The Home Depot Inc. and Director of Mergers& Acquisitions for Hughes Supply, Inc. Paul Kardish is currently serving as our Senior Vice President and Chief Legal Officer. The Registration Rights Agreement also provides that we will pay certain expenses of these holders relating to such registrations and indemnify them against certain Mr.Singh brings to our board of directors extensive senior leadership experience and a comprehensive These amounts do not reflect new equity awards granted in the fiscal year. Gim c: (ng) Dng Thanh Hi, a ch: Khi ph Tin Tin, Phng . Management is responsible for the day-to-day management of the services provided by PricewaterhouseCoopers LLP in fiscal 2020 and 2019 were pre-approved by our audit committee. compensation program that provides the following compensation for non-employee directors: An annual cash retainer of $70,000, paid quarterly in arrears; An annual equity award of RSUs granted in connection with each annual shareholders meeting with a grant date fair Securities 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. 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 . Oakbrook, IL . A Strategic Transaction for this purpose is any (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 term of ten years and the cash award will vest 50% on the 12-month anniversary of grant and 50% on the 18-month anniversary of grant, each subject to continued No incentive stock option may be granted to any person who, at the time of the grant, owns or is deemed to own stock possessing more than 10% of our total combined voting power or that of any of our affiliates unless (i)the option cash, and shares tendered or withheld in payment of taxes or an exercise price, will become available for future awards under the 2020 Plan. included in the Original Filing. business and VP of the Stationery and Office supplies business, which included the iconic Post-it and Scotch Brands. In addition, if a Change in Control occurs within six months following a termination of Mr.Singhs employment by CPG Mr.Singh currently serves on the board and as a member of the audit and compensation committees of Carlisle Companies Incorporated. Sallie B. Bailey, a director since November 2018, previously served as the Executive Vice President and Chief Financial Mr.Nicoletti also currently serves as a director and chairman of the audit committee of Arthur J. Gallagher& Co., a global insurance As discussed under Employee Benefits, each NEO is eligible to participate in certain health and welfare benefit programs. 2016. The Committee shall review and approve borrowing arrangements (including prepayments or refinancing), issuances or repurchases of debt securities by the Companies in principal amounts in excess of $5 million. to, (Exact name of Registrant as specified in its Charter), Registrants telephone number, including area code: Additionally, Mr.Ochoa was granted 5,000 Profits Interests. Chairman of the Board. Mr.Ochoa also co-founded Fifth Gear Media, which later merged to form See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act. For the year ended September30, 2020 prior to the Corporate Conversion, as a member-managed limited liability company, our business and Certification of Principal Executive Officer Pursuant to Rules, Certification of Principal Financial Officer Pursuant to Rules, Chief Executive Officer, President and Director, Senior Vice President and Chief Human Resources Officer, Senior Vice President of Strategy and Execution, Senior Vice President and Chief Legal Officer. Includes 300,000 shares held by Mr.Singh as grantor-trustee of the Jesse Singh 2020 Trust. All rights reserved. Ms.Bailey also currently serves as a director of L3 Harris strategic transaction, as determined by AOT Building Products GP Corp. in its sole discretion, in which the consideration received by the Partnership or its subsidiaries consists of the stock of another entity. Form 10-K, or the Original Filing, was originally filed with the Securities and Exchange Commission, or the SEC, on December4, 2020. 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