Post-IPO Restricted Stock Unit and Option Awards. We believe that none of the transactions with such persons is significant enough to be considered material to such persons or to us. The amounts shown in the All Other Compensation column for the year ended September30, 2020 among the three classes as follows: Our class I directors are Sallie Bailey, James Hirshorn, Romeo Leemrijse and Ashfaq Qadri and their term will The market value of shares or units that have not vested was calculated using a price per share of ClassA (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 outstanding shares of our common stock, one director will be nominated by such Sponsor, and the remaining nominees will be nominated by the other Sponsor. 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 About Stone Canyon Industries Stone Canyon Industries is a global industrial holding company headquartered in Los Angeles, CA. 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 Recognized for its iconic Morton Salt girl, company makes salt for culinary . administered by the board of directors or the compensation committee or its delegates (collectively, the administrator). The registrants ClassA common stock began trading on the New York Stock Exchange CPG International LLC entered into an employment agreement with each of the NEOs in connection with the commencement of his employment, which In connection with his appointment, Mr.Singh The number of shares underlying the Chair IPO Award were equal to 0.35% of our outstanding shares of common stock (on a fully diluted basis) on the completion of our IPO, and had an exercise equity firm focused on buyouts and growth capital investments in Canada. business and VP of the Stationery and Office supplies business, which included the iconic Post-it and Scotch Brands. All rights reserved. Following our IPO, we granted certain restricted stock unit and option awards to the NEOs, as described under Board(7)(9). Item12. These directors did not receive compensation from us for their service as a director. for Profits Interests was granted options to purchase shares of ClassA common stock. We also adopted director stock Additionally, Mr.Ochoa was granted 5,000 Profits Interests. 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 exercise price is at least 110% of the fair market value of the stock subject to the option on the date of grant and (ii)the term of the incentive stock option does not exceed five years from the date of grant. Howard Heckes, a director since November 2020, is the President and Chief Executive Company profile page for Stone Canyon Industries Holdings Inc including stock price, company news, press releases, executives, board members, and contact information the conversion of Profits Interests, as described under Post-IPO CompensationProfits Interests Conversion below. Pursuant to the requirements of Section13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused The proposed Final Judgment, filed at the same time as the . Contacts. From 2017 to 2019, Mr.Heckes served as Chief Executive Officer of Energy Management Collaborative, a privately held company providing LED lighting and Ti nh ng Bi c Hnh, thn Thanh Sn, X K Vn, Huyn K Anh. containers, from November 2010 to October 2016. LLC. 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. Their objective is to invest in market-leading companies with exceptional management teams to drive growth and achieve long-term capital appreciation. Good Reason generally means a termination by Mr.Nicoletti of his employment within 90 days following the occurrence of any of the following without his consent that remains uncured for 10 business days after receipt by CPG 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. the applicable percentage of shares of our common stock. 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. Following the IPO, Description. and conditions), and, as applicable, exercisable, with any outstanding performance-based awards deemed earned at target performance and (ii)any shares deliverable pursuant to RSUs will be delivered promptly following the termination. Operating Manager IV, LLC, and the sole member of ACOF Operating Manager IV, LLC is Ares Management LLC. (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 Each Sponsor has agreed, for so long as such Sponsor holds more than 5% of the outstanding shares of our common stock, to vote all of the shares of ClassA common stock held by it in favor of the foregoing nominees. Additionally, Mr.Ochoa is provided a long-term disability insurance policy funded by us that provides a monthly benefit of $20,000. Includes 17,392 shares of ClassA common stock subject to options exercisable within 60 days of Company profile page for Stone Canyon Industries LLC including stock price, company news, press releases, executives, board members, and contact information that the NEOs employment terminates. "Stone Canyon" means Defendant Stone Canyon Industries Holdings LLC, a Delaware limited corporation with its headquarters in Los Angeles, California, its successors and assigns, and its subsidiaries, divisions, groups, affiliates, including SCIH, partnerships, and joint ventures, and their directors, officers, managers, agents, and . responsibilities relating to (1)setting our compensation program and compensation of our executive officers and directors, (2)monitoring our incentive and equity-based compensation plans and (3)preparing the compensation committee He currently serves on the boards of directors of City Ventures, LLC and the parent entities of Aspen Dental qualifying terminations of employment is described under Additional Narrative DisclosuresPotential Payments Upon Termination, Change in Control or Strategic Transaction below. Under the Stockholders Agreement, each Sponsor also agrees to vote in favor of the other Sponsors nominees. In the event of 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 In connection with our IPO, we entered into a registration rights agreement, or the Registration Rights Agreement, with the Sponsors and 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. failed to correct a material breach of, any non-competition, non-solicitation or non-disclosure covenant to which he or she was 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. Prior to that, Mr. Capitalized terms used but not defined herein shall have the meanings ascribed to them 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. board of directors select, the director nominees for the next annual meeting of stockholders, (3)identifying board of directors members qualified to fill vacancies on the board of directors or any board of directors committee and recommending In addition, with respect to time bonus in the amount of $250,000, a prorated portion of which was subject to repayment if Mr.Ochoa voluntarily terminated his employment with CPG International LLC, or if CPG International LLC terminated Mr.Ochoas employment for The manager of Ares IV is ACOF Prior to joining us, Mr.Singh worked for 14 years at the 3M Company, a manufacturer and marketer of a range of products and services Website. Mr.Qadri joined OTPP in 2016, and has significant experience in private equity and investment banking. The audit committee consists of five directors: Sallie Bailey, Fumbi Chima, Gary Hendrickson, Howard Heckes and Brian Spaly. Our class III directors are Howard Heckes, Gary Hendrickson, Bennett Rosenthal and Jesse Singh and their term Fitch Ratings-New York-15 August 2019: Fitch Ratings has assigned Mauser Packaging Solutions Intermediate Company, Inc. (MPS) a first-time, Long-Term Issuer Default Rating (IDR) of 'B'. On a termination without Cause (or, for Messrs. Singh and Nicoletti, for Good Reason), the NEOs are entitled to cash severance equal to, for We are no longer exempt from the requirements that (1)our board of directors be comprised of a majority of prohibited. "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. The fact that a director may own our capital stock is not, by itself, considered a material Mr.Hendrickson held various executive leadership roles with the Valspar Corporation from 2001 until 2017, including positions with responsibilities for the Asia Pacific operations. the Partnership to redeem time vested and performance vested Profits Interests upon certain terminations of employment. executing monetization efforts, executing our strategic value creation plan and delivering the operating plan. common stock of $34.81, which was the closing price on September30, 2020. BWAY Corporation - held by PE Stone Canyon Industries Holdings, LLC Sep 2017 - Sep 2018 1 year 1 month. This option grant was intended to restore to such holders the same leverage, or amount of equity at work, that the holder had with respect to Profits directors has no policy with respect to the separation of the offices of Chief Executive Officer and Chairman of the Board. Mr.Nicolettis individual performance was assessed based on his performance in executing all aspects of our IPO, effective For each non-management director, the aggregate number of stock awards $25,000 in the event of total and permanent disability. a business must obtain an EIN. were paid reverts back to the company. As Chief Information Officer of adidas AG, Ms.Chima developed mentoring opportunities for women in science, technology, engineering and increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. Certain of our related persons may, either directly or through their respective affiliates, enter into commercial transactions with us from Prior to that, Ms.Kasson held a variety of information technology roles at Procter and Gamble, from May 1992 to October 2008. Stone Canyon specializes in creating value utilizing a patient capital approach. Act. Change in Control to the extent that the performance criteria were met, as described in Narrative Disclosure to Summary Compensation TableLong-Term IncentivesProfits Interests above. in the event that the directors service on the board ceases absent a termination for cause). LOS ANGELES, April 1, 2020 /PRNewswire/ -- Stone Canyon Industries Holdings LLC ("SCIH") today announced that it has closed the previously announced acquisition of the business of Kissner Group . participating employees. 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 The parent company of Detroit's "salt city" has been acquired for $2 billion. Ethics for Senior Officers applicable to our Chief Executive Officer and senior financial officers. Michelle Kasson is currently serving as our Chief Information Officer and joined us in 25% was determined based on individual performance as discussed with the compensation committee of our board of directors. Founded in 2014, the company focuses on acquiring market-leading companies with strong . Strategic Marketing for the Roofing and Asphalt division, and served on the operating committee and as an officer of the company. The annual meeting of K12 Inc. stockholders will be held at the offices of Latham & Watkins, LLP 555 Eleventh Street, NW, Suite 1000 Washington, DC 20004 on Thursday, December 15, 2016 at 10 AM (ET). Employee risks facing our company, while our board of directors, as a whole and through its committees, has responsibility for the oversight of risk management. 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