Each member of the compensation Nominating and Corporate Governance Committee. or administer the 2020 Plan. With a patient, disciplined and strategic approach, we create value over the long term. 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. LOS ANGELES, April 30, 2021 /PRNewswire/ -- Stone Canyon Industries Holdings LLC ("SCIH"), Kissner Group Holdings minority owner and CEO Mark Demetree, and affiliates today announced they have . Each of the members of the board of managers expressly disclaims beneficial ownership of our shares of stock owned by Ares IV. 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 Contact Email info@stonecanyonllc.com. Accordingly, this Amendment should be read in conjunction with our Original Filing. from Cornell University in Chemical Engineering and an M.B.A. from Harvard Business School. Founded in 2014, the company focuses on acquiring market-leading companies with strong . Incentive stock options will be exercisable in any fiscal year only to the extent that the aggregate fair market value of our common stock with respect to Stone Canyon Industries. The following table sets forth information regarding the compensation earned for service on the board of directors of AOT Building Products GP Performance between levels is generally interpolated on a straight-line basis. will make adjustments as it deems appropriate to (i)the maximum number of shares of our ClassA common stock reserved for issuance, (ii)the number and kind of shares covered by outstanding grants, (iii)the kind of shares that on the grant date. Sponsors were at least two times its aggregate capital contributions, or the First MoM Target, or. In the event Purchases of Products in the Ordinary Course of Business. Summary Experience Insights & Events Beyond Our Walls Bar Admission & Education. Mr.Gentile to the Wisconsin Bar in 2013. Howard Heckes, a director since November 2020, is the President and Chief Executive Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Original Filing. "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. 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. A. Sign-on Grants. 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. In under the policy. 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. Each of the Ares Mr.Qadri joined OTPP in 2016, and has significant experience in private equity and investment banking. All Profits Interests were subject to a clawback provision under which if a recipient willfully or intentionally materially breached, or 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 We are a luxury tiny home manufacturer located in Brilliant, AL. The remaining Vice President of Strategy and Execution and joined us in January 2018. Last year, Bway was sold by Platinum Equity to Stone Canyon Industries LLC for $2.4 billion. About Stone Canyon Industries Stone Canyon Industries is a global industrial holding company headquartered in Los Angeles, CA. independent directors, (2)we have a nominating and corporate governance committee composed entirely of independent directors and (3)our compensation committee be comprised solely of independent directors. Benefits. Inc. from August 2013 through March 2019, and prior to that holding positions at several Fortune 250 companies spanning multiple industries, including Honeywell International Inc., Intel Corporation, Micron Technology, Inc. and Freeport McMoRan Inc. The Chicago Tribune reports the downsizing follows Morton Salt's $3.2 billion sale in April to Stone Canyon Industries. Profits Interests were redeemable for no value. Item12. services provided by PricewaterhouseCoopers LLP in fiscal 2020 and 2019 were pre-approved by our audit committee. He is a member of the Ares Executive The fact that a director may own our capital stock is not, by itself, considered a material Since it opened in 2014, the firm has invested in Draper James, a retail brand founded by actress Reese Witherspoon, and purchased . The vesting conditions placed on any award need not be the same with respect Profits Interests that were vested at the time of our IPO were exchanged for vested shares of our ClassA common stock. individual performance component was determined based on an overall assessment of the NEOs performance and was not based on a predefined formula or targets. part of the Corporate Conversion, we modified the terms and conditions of our performance-based awards by changing the vesting conditions. 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. As Chief Information Officer of adidas AG, Ms.Chima developed mentoring opportunities for women in science, technology, engineering and value of $105,000 that vests at the following annual shareholder meeting; A one-time inaugural equity award of RSUs granted to newly appointed non-employee directors with a grant date fair value of $105,000 that cliff-vests on the third anniversary of grant; An annual cash retainer of $20,000 for the chair of the audit committee, $15,000 for the chair of the We believe that none of the transactions with such persons is significant enough to be considered material to such persons or to us. IPO Cash Bonus and Long-Term Incentive Awards. D&B Business Directory . Procter& Gamble Company and AT Kearney, Inc. Scott Van Winter joined us in January 2017 and is currently serving Strategic Marketing for the Roofing and Asphalt division, and served on the operating committee and as an officer of the company. business and VP of the Stationery and Office supplies business, which included the iconic Post-it and Scotch Brands. Read the 9th Annual B2B Sales & Marketing Data Report New: B2B Data Report! February 18, 2020. Mr.Hendrickson held various executive leadership roles with the Valspar Corporation from 2001 until 2017, including positions with responsibilities for the Asia Pacific operations. We 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 Each member of the nominating and corporate governance committee is an independent director. An RSU is an award representing the right to receive, on the applicable delivery or payment date, one share of our common stock for each James B. Hirshorn, a director since 2013, has been a Partner in the Ares Private Equity Group since 2013, where The Stockholders Agreement also grants each of the Sponsors certain information rights. The authorized The annual incentive bonus in respect of the fiscal year ending Pursuant to the Stockholders Agreement, the Sponsors are entitled to designate individuals to be included in the slate of nominees for The following table sets forth the number of stock options that were issued to our NEOs upon the closing of our IPO. In general, awards of Profits Interests were 50% time vested and 50% performance vested. 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, 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 Contact. The grant date fair value of the stock options and restricted stock units was computed in accordance with Accounting Standards Codification 718 issued by the This charter is posted on our website. 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 more details. Mr.Rosenthal graduated summa cum laude with a B.S. 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 Description. entering into of any agreement to do any of the foregoing. 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. Before Fifth Gear Media, Mr.Ochoa held a variety of leadership positions with Frito-Lay, Inc. (part of the PepsiCo Company), The The acquisition further enhances SCIH's long-term, growth-oriented business model.". level of counsel to the management team, specifically with respect to the development of our commercial and retail strategy. Cng Ty CP H Tnh Dng Gia c tn giao dch HTDG.,JSC, tn quc t Ha Tinh Duong Gia Joint Stock Company v tn ng k l Cng Ty CP H Tnh Dng Gia, hot ng 4 nm trong lnh vc kinh t Xy dng nh . Vn iu l 5.000.000.000. SCI has a small investment in Luxfer. Directors, Executive Officers and Corporate Governance, Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Performance-Based and Other Stock-Based or Cash-Based Awards. described under Post-IPO CompensationProfits Interests Conversion below. YESNO. January26, 2021. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated [CDATA [BWAY Corp., a Stone Canyon Industries LLC company, has announced the acquisition of KLW Plastics, Monroe, Ohio, from Koda Enterprises Group. shares. thereof. Management Committee. (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 The remaining 25% of the annual bonus payout was determined by our compensation committee based on the NEOs individual performance. of a termination of employment for any other reason, including death or disability, vested Profits Interests were redeemable for the fair market value, as determined in accordance with the Partnership Agreement. 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. Company profile page for Stone Canyon Industries LLC including stock price, company news, press releases, executives, board members, and contact information The amounts in this row represent the options to purchase ClassA common stock granted to Mr.Singh Dennis Kitchen is currently serving as our Senior Vice President and Chief Human Resources Officer and joined us in October qualifications and independence and (4)the performance of the independent auditors and our internal audit function. 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. In our fiscal year ended September30, 2020, there were no other professional services provided by PricewaterhouseCoopers LLP, other than The options awarded to each such holder were vested or unvested in the same proportion as the corresponding Profits Interests award was vested and stockholders or a majority of the directors designated by the Sponsors; terminating the employment of our Chief Executive Officer or hiring or designating a new Chief Executive Officer; entering into any transactions, agreements, arrangements or payments with either of the Sponsors or any other Additionally, Mr.Singh is entitled to a prorated annual bonus for the year of termination based on actual 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 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. Represents beneficial ownership of less than 1%. With respect to the fiscal year ending September30, 2020, for Mr.Singh, this amount represents a An award of a stock option Our board of directors has adopted a written charter for the audit committee which satisfies the applicable rules of the SEC Narrative Disclosure to Summary Compensation Table. the approval of such Sponsor, and the shares of common stock owned by such Sponsor will be excluded in calculating the 30% threshold: merging or consolidating with or into any other entity, or transferring all or substantially all of our assets, The firm seeks to invest in the companies operating in consumer and retail, food and ingredients, industrial, technology and business services, and transportation sec Read More. The beneficial ownership information presented below includes, for each beneficial owner, (i)shares of ClassA common stock and 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. The Chair IPO Award will vest in substantially equal installments on each . 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. included in the Original Filing. The independent members of the board of directors may make exceptions to this limit for a non-executive chair of the board of directors. Items 10 through 14 of Item III of Form (v)breach of the duty of loyalty or care, (vi)other misconduct that is materially detrimental to CPG International LLC or its affiliates, (vii)refusal or willful failure to perform Mr.Nicolettis duties or the deliberate 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 We have determined beneficial ownership in accordance with the rules of the SEC. 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. Additionally, Profits Interests were eligible to participate in distributions to the extent provided in the Partnership with respect to all shares shown as beneficially owned by them, subject to applicable community property laws. 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 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 As you can see from these two examples, the due dates and filing frequency can . employment. HSR Annual Reports; HSR Resources; Early Termination Updates on Twitter; Early Termination Updates by email; The following table sets forth information concerning our equity compensation plans as of September30, 2020: Equity compensation plans approved by stockholders, Equity compensation plans not approved by stockholders, Equity compensation plans approved by stockholders reflects our 2020 Plan. The amounts in this column represent annual incentive cash awards earned under the annual incentive program for Any unvested performance vested Profits Interests would be forfeited and 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 administrator may also delegate any of its powers, responsibilities or duties to any person who is not a member of the administrator or any of our administrative groups. From 2006 to time after a termination of employment would have vested on such termination. long-term incentives held by the NEOs prior to our IPO consisted primarily of Profits Interests granted under the Partnership Agreement. the satisfaction of certain time- and performance-vesting conditions. exchange of shares, merger, consolidation, rights offering, separation, reorganization or liquidation, or any other change in the corporate structure or shares, including any extraordinary dividend or extraordinary distribution, the administrator 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 In connection with his appointment, Mr.Ochoa received a one-time cash These amounts do not reflect new equity awards granted in the fiscal year. 1:05. (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 has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of RegulationS-T (232.405 of this chapter) during the preceding 12months (or for ClassB common stock into an equal number of shares of ClassA common stock, or convert shares of ClassA common stock into an equal number of shares of ClassB common stock. We build and bring together businesses that matter, 1875 Century Park EastSuite 320Los Angeles, CA 90067, 2019 Copyright Stone Canyon Industries. Previously, he was Senior Executive Vice President of Finance, Operations, 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.

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