Related Stockholder Matters. The parent company of Detroit's "salt city" has been acquired for $2 billion. Change in Control. If the administrator Shares of our ClassA common stock subject to awards that are assumed, converted or substituted under Board(7)(9). 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. Entities (other than Ares IV, with respect to the securities owned by it) and the equity holders, partners, members and managers of the Ares Entities and the executive committee of Ares Partners expressly disclaims beneficial ownership of these ClassB common stock beneficially owned (including restricted shares of ClassA common stock) and (ii)shares issuable upon exercise of options to purchase shares of ClassA common stock that are vested or will vest within 60 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. provided CPG International LLC with at least 30 days to cure (to the extent curable). entering into of any agreement to do any of the foregoing. The Profits Interests granted to each of the NEOs in connection with his After considering each NEOs self-assessment and an assessment by the Chief Executive Officer (for Messrs. Nicoletti and Ochoa), our report required to be included in our proxy statement under the rules and regulations of the SEC. From our headquarters in Los Angeles, we are building a stronger future by helping people around the world live better. 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 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 NEOs participate in a variety of insurance plans, including medical and dental welfare benefits on the same basis as Company and of the Building Products segment. As per our records, the last return (form 5500-SF) was filed for year 2019. . Goldman Sachs is . Thu 15 Aug, 2019 - 10:10 AM ET. Cross-Northeastern Wisconsin. by the following individuals or groups: all of our directors and executive officers as a group; and. Technologies, Inc., a technology company, defense contractor and information technology services provider, and NVR, Inc., a homebuilding and mortgage banking company. Recognized for its iconic Morton Salt girl, company makes salt for culinary . to file reports pursuant to Section13 or 15(d) of the Act. Additionally, as Form 10-K for the fiscal year ended September30, 2020 for the sole purpose of reporting the information required by Part III of Form 10-K. Our Annual Report on ownership guidelines that require each non-employee director to hold 100% of after-tax shares from director equity awards until the director holds shares and vested in January 2020. focused on home services, where he established a national network for home maintenance with Lowes Home Improvement Center. of directors during the year ended September30, 2020. 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. (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 Our board of directors regularly reviews information regarding our credit, liquidity and See Narrative Disclosure to Summary Compensation 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 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 evaluating investments in companies operating in various industries and his in-depth understanding of our business led to the conclusion that he should serve as a director on our board. SCI has a small investment in Luxfer. Additionally, each employment agreement provides for certain severance and termination benefits that are described below under Potential Payments Upon Termination, Change In Control or Strategic Transaction.. Mr.Hirshorn served as an Operating Advisor for Ares from 2009 to 2013. and consistent refusal to conform to or follow any reasonable policy of CPG International LLC, in each case after receiving written notice from CPG International LLC of such non-compliance and being given 10 subject to continued employment through each vesting date. 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. options will be forfeited. Performance vested Profits Interests only vested upon a Mr.Rosenthal graduated summa cum laude with a B.S. statement. Annual Report view. Items 10 through 14 of Item III of Form YESNO. Additionally, Mr.Singh is entitled to a prorated annual bonus for the year of termination based on actual Since December Item14. Ralph Nicoletti is currently serving as our Senior Vice President and Chief Financial Officer and joined us in January 2019. Only one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms. The 2020 Plan will be supporting the company, the board of directors of AOT Building Products GP Corp. approved the award of a one-time grant of options to purchase shares of our ClassA common stock (the Chair IPO Award) to 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 Notwithstanding the vesting schedules discussed above, vested Profits Interests were subject to redemption by the Partnership in the event If the relevant performance criteria were For Mr.Singh, the unvested options vest on May26, 2021; for Mr.Nicoletti, the unvested options vest in equal installments on January9, 2021, 2022, 2023 and 2024; and for Mr.Ochoa, risks facing our company, while our board of directors, as a whole and through its committees, has responsibility for the oversight of risk management. $5,321,095 for Mr.Nicoletti. fair value of stock options and restricted stock units granted in connection with our IPO. 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 period of time has elapsed or other vesting conditions have been satisfied, as determined by the administrator, and which will be forfeited if the conditions to vesting are not met. to each grantee and the administrator will have the sole discretion to amend any outstanding award to accelerate or waive any or all restrictions, vesting provisions or conditions set forth in an award agreement. Each award granted under the 2020 Plan will be evidenced by an award agreement, which will govern that awards terms and conditions. salary. principal executive officer and principal financial officer pursuant to Section302 of the Sarbanes-Oxley Act of 2002. For Mr.Nicoletti, Cause generally Stone Canyon Industries Holdings, a California industrial holding company, announced Wednesday it . Profits Interests that were unvested at the time of our IPO were exchanged for 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. Unlock full sales materials and reports. Chair IPO Award was granted on the completion of our IPO. Represents beneficial ownership of less than 1%. "We are excited to move to the next stage of Stone . To get there, you motor north from Monterey Regional Airport along the California coast, through Sand City and up past Seaside, where Route 1 bends inland to skirt the Fort Ord Dunes. Director of Human Resources for BorgWarner Inc., a manufacturer of propulsion systems for combustion, hybrid and electric vehicles, from 1995 to 2008. 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. Get the full list, To view Stone Canyon Industriess complete exits history, request access, Youre viewing 5 of 15 team members. 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. The 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 none of the transactions with such persons is significant enough to be considered material to such persons or to us. In the event of a Change in Control, when the aggregate Proceeds received by each of the Sponsors resulted in an 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. Stone Canyon Industries LLC Overview. All awards under the 2020 Plan will be subject to any clawback or recapture policy that we may adopt from time to time. Stone Canyon Industries Holdings LLC. among the three classes as follows: Our class I directors are Sallie Bailey, James Hirshorn, Romeo Leemrijse and Ashfaq Qadri and their term will sfidalgopereira@blg.com. Prior to joining us, Mr.Nicoletti served as Senior Vice President and Chief Financial Officer of Newell Brands, Inc., a leading global consumer goods company, since 2016. year ended September30, 2020. on the grant date. employee contributions and 50% of the next 5% of employee contributions, for a total matching contribution of 3.5% on the first 6% of employee contributions. 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. Corporation, a leading specialty measurement company and pioneer of chromatography, mass spectrometry and thermal analysis innovations serving the life, materials and food sciences. Mr.Singh did not receive any additional compensation for his service on the board Dinesh Nair. May26, 2019, 2020 and 2021, subject to continued employment through the vesting date. gives a grantee the right to purchase a certain number of shares of our ClassA common stock during a specified term in the future, after a vesting period, at an exercise price equal to at least 100% of the fair market value of our common stock If Mr.Nicoletti voluntarily terminates his employment with CPG International LLC within two years of his start date, he will be required to repay a pro-rata portion of the after-tax value of such sign-on bonus, based on the number of days within that two year period that follow his resignation. directors of portfolio companies including PODS (APLPD Holdco, Inc.) and GFL Environmental Inc. options or SARs, the awards spread value. Stone Canyon Industries Holdings LLC, Civil Action No. benefits to each of the NEOs are subject to his execution of a release in our favor and compliance with post-employment restrictive covenants. In August 2018, MPS paid approximately $1 billion to . Most recently, he was Vice President of are entitled to designate individuals to be included in the slate of nominees for election to our board of directors as follows: Each of the Sponsors is entitled to nominate one-half of the nominees to be nominated unless Mr.Hirshorn currently serves on the Board of Directors of DuPage Medical Group and CoolSys. The fact that a director may own our capital stock is not, by itself, considered a material which may be shares that are authorized and unissued or shares that were reacquired by us, including treasury shares or shares purchased in the open market. Mr.Lee did not hold equity-based awards 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. The options awarded to each such holder were vested or unvested in the same proportion as the corresponding Profits Interests award was vested and 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 The The Audit Committee was responsible for determination and approval of audit fees primarily based on audit scope, with consideration of audit team skills and experiences. 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. It is our board of directors view that rather than having a rigid policy, our board of directors should determine, as One-half of such nominees is nominated by each of the Sponsors unless (i)if the number of (iv)other misconduct that is materially detrimental to CPG International LLC or its affiliates; (v)refusal or failure to perform Mr.Ochoas duties or the deliberate and consistent refusal to conform to or follow any reasonable He also serves as a member of the Board of Directors for the American Red We believe this is appropriate as it provides Mr.Singh with the ability to focus on our day-to-day operations while Mr.Hendrickson With respect to awards of stock-settled stock appreciation Each member of the compensation Additionally, Profits Interests were eligible to participate in distributions to the extent provided in the Partnership Compensation Committee Interlocks and Insider Participation. The NEOs also agreed to covenants assigning us rights to intellectual property. Mr.Singh was employed during the year of termination, payable at such times that annual bonuses are paid to our executives generally. compensation committee, and $10,000 for the chair of the nominating and governance committee, in each case paid quarterly in arrears; and. 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 time vested Profits Interests would have vested if a Change in Control occurred within 180 days after the termination of his employment without Cause. The restricted shares and stock options received upon Profits Interests award as described in Note 1 to this table above. 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. In order to ensure alignment with our investors, no Upon the closing of our IPO, each current employee of CPG International LLC who received shares in exchange 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 . STONE CANYON INDUSTRIES INCORPORATED (British Columbia (Canada), . Under the 2020 Plan, the administrator may grant other types of equity-based, equity-related or cash-based awards, including awards subject to [CDATA [BWAY Corp., a Stone Canyon Industries LLC company, has announced the acquisition of KLW Plastics, Monroe, Ohio, from Koda Enterprises Group. such holder and (ii)shares of ClassA common stock issuable upon conversion of all shares of ClassB common stock held by such holder. 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