<PAGE> 1
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SCHEDULE 14A
(RULE 14A)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY RULE 14A-
6(E)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
MYERS INDUSTRIES, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:__________
(2) Aggregate number of securities to which transaction applies:_____________
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):_____________________________
(4) Proposed maximum aggregate value of transaction:_________________________
(5) Total fee paid:__________________________________________________________
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:__________________________________________________
(2) Form, Schedule or Registration Statement No.:____________________________
(3) Filing Party:____________________________________________________________
(4) Date Filed:______________________________________________________________
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE> 2
[LOGO]
MYERS INDUSTRIES, INC.
--------------------------------------------------------------------------------
1293 South Main Street - Akron, Ohio 44301
--------------------------------------------------------------------------------
March 23, 1995
To Our Shareholders:
You are cordially invited to attend the Annual Meeting of Shareholders to be
held on Thursday, April 27, 1995, at 9:00 A.M. at the Company's offices, 1293
South Main Street, Akron, Ohio 44301.
The election of directors and the confirmation of the appointment of the
independent certified public accountants will take place at the Annual Meeting.
Enclosed with this letter is a Notice of Annual Meeting together with a Proxy
Statement which contains information with respect to the nominees for director
and the proposal.
It is important that your shares be voted, and we hope that you will be able
to attend the Annual Meeting. We urge you to execute and return the enclosed
form of proxy as soon as possible, whether or not you expect to attend the
Annual Meeting in person.
Sincerely,
/s/ STEPHEN E. MYERS
STEPHEN E. MYERS
President and Chief Executive Officer
<PAGE> 3
[LOGO]
MYERS INDUSTRIES, INC.
--------------------------------------------------------------------------------
1293 South Main Street - Akron, Ohio 44301
--------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
--------------------------------------------------------------------------------
TO BE HELD APRIL 27, 1995
--------------------------------------------------------------------------------
The Annual Meeting of Shareholders of Myers Industries, Inc., an Ohio
corporation ("Myers" or "Company"), will be held at the Company's offices, 1293
South Main Street, Akron, Ohio 44301, on Thursday, April 27, 1995, at 9:00 A.M.
(local time), for the following purposes:
1. To elect eight directors;
2. To confirm the appointment of Arthur Andersen LLP, independent public
accountants, as auditors for 1995; and
3. To transact such other business as may properly come before the
meeting or any adjournments thereof.
The Board of Directors has fixed the close of business on March 17, 1995, as
the record date for the determination of shareholders entitled to notice of and
to vote at the Annual Meeting. All shareholders are cordially invited to attend
the meeting in person. Whether or not you expect to attend the meeting in
person, please fill in, date, sign and return the enclosed Proxy Card.
By Order of the Board of Directors,
MILTON I. WISKIND
Secretary
Akron, Ohio
March 23, 1995
THE 1994 ANNUAL REPORT TO SHAREHOLDERS ACCOMPANIES THIS NOTICE
<PAGE> 4
MYERS INDUSTRIES, INC.
------------------
PROXY STATEMENT
------------------
This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of Myers Industries, Inc., an Ohio corporation, of the
accompanying proxy to be voted at the Annual Meeting of Shareholders to be held
on Thursday, April 27, 1995, at 9:00 A.M. (local time), and at any adjournment
thereof. Shares represented by duly executed proxies in the accompanying form
received by the Board of Directors prior to the meeting will be voted at the
meeting. A shareholder who signs and returns a proxy in the accompanying form
may revoke it prior to or at the meeting by giving notice to the Secretary.
The close of business on March 17, 1995, has been fixed as the record date for
the determination of shareholders entitled to notice of and to vote at the
meeting. On that date Myers had outstanding 15,320,753 shares of common stock,
without par value ("Common Stock"), each of which is entitled to one vote. For
information concerning principal shareholders, see the section headed "Principal
Shareholders" below.
Under Ohio law and the Company's Amended and Restated Articles of
Incorporation and its Code of Regulations, if a quorum is present at the
meeting, the nominees for election as directors who receive the greatest number
of votes cast for the election of directors at the meeting by the shares present
in person or by proxy and entitled to vote will be elected directors. An
abstention from voting any share with respect to the election of any nominee for
director will have the practical effect of a vote against that nominee. A broker
non-vote with respect to any share will not effect the election of directors,
since the share is not considered present for voting purposes.
The mailing address of the principal executive offices of Myers is 1293 South
Main Street, Akron, Ohio 44301. This Proxy Statement, together with the related
Proxy Card and Myers' 1994 Annual Report to Shareholders, is being mailed to the
shareholders of Myers on or about March 23, 1995.
2
<PAGE> 5
ELECTION OF DIRECTORS
Set forth below for each nominee for election as a director and for each
director whose term shall continue after the Annual Meeting of Shareholders is a
brief statement, including the age, principal occupation and business experience
during the past five years, and the number of shares of Common Stock
beneficially owned by such director. The Board of Directors has nominated the
persons listed below as nominees, all of whom presently are directors of Myers.
If any nominee should become unavailable for any reason, it is intended that
votes will be cast for a substitute nominee designated by the Board of
Directors. The Board of Directors has no reason to believe that the nominees
named will be unable to serve if elected. The nominees receiving the greatest
number of votes cast by shareholders by proxy or in person at the meeting, a
quorum being present, shall be elected. A majority of the outstanding shares of
Common Stock constitutes a quorum. Proxies cannot be voted for a greater number
of nominees than the number named in the Proxy Statement.
<TABLE>
THE BOARD OF DIRECTORS RECOMMENDS THE ELECTION OF THE FOLLOWING NOMINEES:
NOMINEES FOR ELECTION AS DIRECTORS
<CAPTION>
PRINCIPAL OCCUPATION SHARES PERCENT
FOR PAST FIVE YEARS BENEFICIALLY OF
NAME AGE AND OTHER INFORMATION OWNED1,2 CLASS1
--------------------- ----- -------------------------------------- ------------- ----------
<S> <C> <C> <C> <C>
Karl S. Hay 67 Member of the law firm of Brouse & 416,272 3,4,9 2.7%
McDowell, Akron, Ohio. Served as
director since 1969.
Richard P. Johnston 64 Managing Director of Merbanco, Inc., 14,073 4,11
Cincinnati, Ohio; Director of AGCO,
Inc., Norcross, Georgia; Chairman of
the Board of Republic Realty Mortgage
Co., Chicago, Illinois; formerly
served as Managing Director of
Hamilton Robinson & Company,
Incorporated, New York, New York from
1991 through 1993; formerly served as
President and Chief Executive Officer,
Buckhorn Inc. and Vice President of
the Company from 1987 until December,
1991. Served as a director since 1992.
Stephen E. Myers 51 President and Chief Executive Officer 1,430,859 5,6,9,10 9.3%
of the Company; Director of FirstMerit
Corporation, Akron, Ohio, a bank
holding company and director, Reko
International Group, Inc., Oldcastle,
Ontario a publicly-held manufacturer
of tooling and molds. Served as
director since 1972.
</TABLE>
3
<PAGE> 6
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION SHARES PERCENT
FOR PAST FIVE YEARS BENEFICIALLY OF
NAME AGE AND OTHER INFORMATION OWNED1,2 CLASS1
--------------------- ----- -------------------------------------- ---------- ----------
<S> <C> <C> <C> <C>
Richard L. Osborne 57 Executive Dean, Weatherhead School of 4,064 4
Management, Case Western Reserve
University, Cleveland, Ohio; Director
of Ohio Savings Financial Corporation,
Cleveland, Ohio, a savings and loan
holding company; Director of Capital
American Financial Corp., Cleveland,
Ohio, an insurance holding company;
Director of Handex Environmental
Recovery, Inc., Morganville, New
Jersey. Served as director since 1978.
Jon H. Outcalt 58 Senior Vice President of Alliance 7,771 4,7
Capital Management L.P., Beachwood,
Ohio, an investment management
partnership; President, Alliance
Counterpoint Fund, Beachwood, Ohio, a
registered investment company;
Chairman, Aberdeen Group, Inc.,
Beachwood, Ohio, a holding company;
Director of Ohio Savings Financial
Corporation, Cleveland, Ohio, a
savings and loan holding company;
Director of Capitol American Financial
Corp., Cleveland, Ohio, an insurance
holding company. Served as director
since 1984.
Samuel Salem 71 Formerly served as a Vice President of 6,121 4
GenCorp, Inc., Akron, Ohio, a
technology-based company in aerospace,
automotive and related polymer
products; formerly served as President
of DiversiTech General, Inc., Akron,
Ohio, a subsidiary of GenCorp, until
1988. Served as director since 1989.
</TABLE>
4
<PAGE> 7
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION SHARES PERCENT
FOR PAST FIVE YEARS BENEFICIALLY OF
NAME AGE AND OTHER INFORMATION OWNED1,2 CLASS1
--------------------- ----- -------------------------------------- ---------- ----------
<S> <C> <C> <C> <C>
Edwin P. Schrank 68 Formerly served as a Director of 19,124 4
McNeil Corporation, Akron, Ohio, a
manufacturer of industrial equipment,
from 1969 until 1986; formerly served
as Chairman and President of McNeil
Akron, Inc., Akron, Ohio (and its
predecessor company), a manufacturer
of machinery; formerly affiliated with
Portage Machine Company, Akron, Ohio,
as General Manager; formerly performed
consulting services for Integrated
Corporation, Cleveland, Ohio. Served
as director since 1971.
Milton I. Wiskind 69 Senior Vice President and Secretary of 354,408 8 2.3%
the Company. Served as director since
1972.
<FN>
---------------
1 Number of shares beneficially owned are reported as of February 1, 1995.
Unless otherwise indicated, none of the directors beneficially owns one
percent or more of the outstanding shares of Myers Common Stock.
2 All directors and executive officers as a group (9 persons) beneficially
owned 2,168,685 shares of Common Stock as of February 1, 1995. This
represents approximately 14.2% of the outstanding shares of Common Stock as
of that date.
3 Includes 301,875 shares of Common Stock held by Karl S. Hay as trustee of a
trust benefitting certain of the children of Louis S. Myers and 41,296 shares
of Common Stock as a trustee of a trust benefitting a grandchild of Louis S.
Myers.
4 Includes shares with respect to which the non-employee nominee or director
has a right to acquire by exercising options granted under the 1992 Stock
Option Plan.
5 Stephen E. Myers serves as a trustee of the Louis S. and Mary Myers
Foundation which holds 166,137 shares of Common Stock. By virtue of his
position as trustee of the Foundation, Mr. Myers is deemed to beneficially
own such shares which when excluded from the other shares which he is deemed
to beneficially own, decreases the percentage of shares beneficially owned by
him, and all officers and directors as a group, to 8.2% and 13.0%,
respectively.
6 Includes 56,224 shares of Common Stock held by Stephen E. Myers as trustee
and/or custodian for certain grandchildren of Louis S. Myers, 1,196 shares of
Common Stock owned by Stephen E. Myers' spouse (for which Mr. Myers disclaims
beneficial ownership) and 3,466 shares of Common Stock issuable under stock
options exercisable within 60 days.
7 Includes 6,223 shares of Common Stock held by Federal Process Company of
which Mr. Outcalt is Chairman and a director, and as such has the power to
vote and invest such shares. Mr. Outcalt is a controlling shareholder of
Federal Process Company.
8 Includes 118,726 shares of Common Stock held by Mr. Wiskind's spouse, 72,129
shares of Common Stock held by Mr. Wiskind as trustee of trusts for his
children, and 2,673 shares of Common Stock issuable under stock options
exercisable within 60 days.
9 Includes 59,546 shares of Common Stock by which Karl S. Hay and Stephen E.
Myers serve as co-Trustees of the Mary S. Myers Trust for the benefit of
Kathryn Myers.
5
<PAGE> 8
10 Stephen E. Myers serves as a trustee of the Semantic Foundation Inc. which
holds 20,000 shares of Common Stock. By virtue of his position as trustee of
the Foundation, Mr. Myers is deemed to beneficially own such shares which
when excluded from the other shares which he is deemed to beneficially own,
decreases the percentage of shares beneficially owned by him, and all
officers and directors as a group, to 9.2% and 13.9%, respectively.
11 Richard P. Johnston serves as a trustee of the Johnston Family Charitable
Remainder Trust which holds 13,385 shares of Common Stock.
</TABLE>
There are (and during the past five years there have been) no legal
proceedings material to an evaluation of the ability of any director or
executive officer of Myers to act in such capacity or concerning his integrity.
COMMITTEES
The Board of Directors of Myers has several committees and has appointed
members to such committees since the 1994 Annual Meeting of Shareholders.
The Audit Committee of the Board of Directors is composed of Karl S. Hay, Jon
H. Outcalt and Edwin P. Schrank. The functions of this Committee, which met
twice in 1994, are to recommend engaging and/or discharging the independent
auditor, directing and supervising special investigations, reviewing the results
of the audit engagement, procedures for internal control, determining
independence of the auditor and reviewing the Company's system of internal
accounting controls.
The Stock Option Committee recommends to the Board of Directors individuals
who the Committee believes are "key employees" and deserving of grants of stock
options under the 1992 Stock Option Plan ("1992 Plan"), in addition to
administering the Plan. The Stock Option Committee is also responsible for
administering the 1982 Incentive Stock Option Plan ("1982 Plan") which expired
as of January 1, 1992, but which has outstanding options. The Stock Option
Committee, which met twice in 1994, had as its members in 1994, Karl S. Hay,
Richard L. Osborne and Jon H. Outcalt.
The Compensation Committee recommends to the Board of Directors plans,
programs or benefits relating to executive and key personnel compensation,
including incentive compensation, and approves salary adjustments and awards in
those areas. The Compensation Committee, which met once in 1994, had as its
members in 1994, Richard L. Osborne, Jon H. Outcalt and Samuel Salem.
There were a total of five regularly scheduled and special meetings of the
Board of Directors in 1994. During 1994, all directors attended at least 75% of
the aggregate total number of meetings of the Board and committees on which they
served. The Board of Directors does not have a nominating committee.
Section 16(a) of the Securities Exchange Act of 1934 requires Myers'
directors, officers and persons who own more than ten percent of its Common
Stock ("Section 16 Filers") to file reports of ownership and changes in
ownership with the Securities and Exchange Commission and the American Stock
Exchange, Inc., and to furnish Myers with copies of all such forms they
6
<PAGE> 9
file. Myers understands from the information provided to it by the Section 16
Filers for 1994 that they have adhered to all filing requirements applicable to
the Section 16 Filers.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table provides certain summary information concerning the
compensation paid or accrued by Myers, to or on behalf of its chief executive
officer and each of the other most highly compensated executive officers of
Myers determined as of the end of 1994 (the "Named Executive Officers") and for
the fiscal years ended December 31, 1993 and 1992:
<TABLE>
SUMMARY COMPENSATION
<CAPTION>
LONG-TERM
COMPEN-
ANNUAL COMPENSATION SATION 1
------------------------------------------ ---------
OTHER ALL
ANNUAL OTHER
NAME AND COMPEN- COMPEN-
PRINCIPAL POSITION YEAR SALARY BONUS 2 SATION 3 OPTIONS SATION 4
------------------------- ----- -------- -------- -------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
Stephen E. Myers 1994 $200,000 $175,000 $ -0- 6,750 $4,897
President and Chief 1993 200,000 150,000 -0- -0- 7,281
Executive Officer 1992 200,000 133,000 -0- 1,375 7,323
Milton I. Wiskind 1994 138,750 116,000 -0- 4,500 4,897
Senior Vice President 1993 125,000 100,000 -0- -0- 6,242
1992 125,000 80,000 -0- 1,100 12,589
Gregory J. Stodnick 1994 123,750 100,000 -0- 4,500 5,272
Vice President-Finance 1993 110,000 85,000 -0- -0- 5,464
1992 100,000 70,000 -0- 1,100 5,291
<FN>
---------------
1 None of the Named Executive Officers has any restricted stock holdings. No
long-term incentive plan payouts were made in 1994.
2 Includes amounts earned and accrued in 1994 as bonuses. A bonus is generally
awarded after the close of the fiscal year and then paid 50% in the following
fiscal year, with the balance paid in 25% increments over the next two years.
3 Perquisites provided to each of Named Executive Officers, if any, do not
exceed the disclosure thresholds established under Securities and Exchange
Commission ("Commission") rules and are not included in this total.
4 "All Other Compensation" for 1994 includes the following: (i) contributions to
the Company's Profit Sharing Plan on behalf of each of the Named Executive
Officers, as follows: Mr. Myers, $4,522; Mr. Wiskind, $4,522; and Mr.
Stodnick, $4,522; (ii) amounts paid by Myers for excess group life insurance,
and life insurance, as follows: Mr. Myers, $375; Mr. Wiskind, $375; and Mr.
Stodnick, $750; and (iii) amounts paid or accrued by Myers for director fees,
as follows: Mr. Myers, $-0-; and Mr. Wiskind, $-0-.
</TABLE>
7
<PAGE> 10
<TABLE>
STOCK OPTIONS
The following table contains information concerning the grant of Stock Options
under Myers's 1992 Plan to the Named Executive Officers:
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
------------------------------------------------------------------- VALUE AT ASSUMED ANNUAL
NUMBER OF PERCENTAGE OF RATES OF STOCK PRICE
SECURITIES TOTAL OPTIONS/SARS APPRECIATION FOR OPTION
UNDERLYING GRANTED TO TERM
OPTIONS/SARS EMPLOYEES IN EXERCISE OR EXPIRATION -------------------------
NAME GRANTED1 FISCAL YEAR BASE PRICE DATE 5% 10%
-------------------- ------------ ------------------ ----------- ----------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Stephen E. Myers 3,750 $ 17.93 05/09/99 $ 18,576 $ 41,049
3,000 6.9% 15.68 11/29/99 12,992 28,709
Milton I. Wiskind 2,500 16.30 05/09/99 11,258 24,878
2,000 4.6% 14.25 11/29/99 7,874 17,400
Gregory J. Stodnick 2,500 16.30 05/09/99 11,258 24,878
2,000 4.6% 14.25 11/29/99 7,874 17,400
<FN>
---------------
1 The 1992 Plan generally provides for granting of incentive stock options
("ISOs") and non-qualified stock options ("NQSOs") (collectively "Stock
Options"). The option price per share of ISOs must be equal to the fair market
value of a share of Common Stock on the date granted; the option price of
NQSOs may be set by the Stock Option Committee ("Committee"). The exercise
period of ISOs may not be more than ten years from grant, while the period of
NQSOs may be set by the Committee. No Stock Option may be exercised until six
months after the date of grant. The purchase price of any Stock Option must be
paid upon exercise in (i) immediately available funds, (ii) shares of Common
Stock, or (iii) a combination of (i) and (ii). In the event a participant's
employment is terminated due to death, disability or retirement, ISOs awarded
remain exercisable for the maximum period allowable under the Internal Revenue
Code of 1986, as amended ("Code"), and NQSOs remain exercisable for the
remainder of the option term or five years, whichever is less. If a
participant's employment is terminated for any reason, all Stock Options
granted will be cancelled immediately; provided, however, that if the Company
terminates a participant for reasons other than misconduct or misfeasance, the
participant has 90 days to exercise any Stock Options; and provided further,
that if termination is attributable to a "change in control," any Stock
Options previously granted will continue for their term.
</TABLE>
8
<PAGE> 11
<TABLE>
OPTION EXERCISES AND HOLDINGS
The following table contains information concerning the exercise of Stock
Options under Myers' 1992 Plan and its 1982 Plan, and information on unexercised
Stock Options held as of the end of the fiscal year, by the Named Executive
Officers:
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
<CAPTION>
NUMBER OF
SECURITIES
UNDERLYING VALUE OF
UNEXERCISED UNEXERCISED
OPTIONS/SARS IN-THE-MONEY
AT FISCAL OPTIONS AT
YEAR-END YEAR-END
SHARES
ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE REALIZED UNEXERCISABLE UNEXERCISABLE1
--------------------- ----------- -------- ------------- --------------
<S> <C> <C> <C> <C>
Stephen E. Myers 4,160 $ 37,315 3,088/6,928 $ 2,519/-0-
Milton I. Wiskind 20,798 198,621 2,370/4,743 5,254/-0-
Gregory J. Stodnick -0- -0- 4,034/4,743 15,321/-0-
<FN>
---------------
1 Based upon the closing price reported on the American Stock Exchange for the
Common Stock of Myers on December 31, 1994.
</TABLE>
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee, which is composed entirely of non-employee
directors, is responsible for setting and administering the policies which
govern both annual compensation and stock option plan for Myers, has furnished
the following report on executive compensation.
The executive compensation program for the Named Executive Officers, which
includes the Chief Executive Officer, is administered by the Compensation
Committee of the Board of Directors. The Committee's function is to review the
performance of the Named Executive Officers and the performance of the Company
in determining the amount and type of compensation to be paid and awarded,
including incentive compensation, and approves the salary adjustments and awards
in these areas. In addition, the Committee reviews and recommends plans,
programs and benefits relating to executive and key personnel compensation. The
Committee's focus is on total compensation which consists primarily of an
executive's: (i) base salary, (ii) bonus, (iii) stock options, and (iv) other
benefits, such as health and pension benefits, which are available to all
employees.
Although the compensation of the Chief Executive Officer is determined
individually, the criterion and process used is the same as used in determining
the compensation of the other Named Executive Officers. Determination of
compensation is based upon a number of important factors, including the profit
performance of the Company as a whole in relation to the prior year, and other
factors such as return on equity, net income margin and shareholder return.
9
<PAGE> 12
With regard to base salaries at the executive officer level, the Committee
believes the base salaries set are modest by industry standards and on a
historic basis have been infrequently adjusted. The Committee also believes that
two of the other components of compensation, the award of bonuses and stock
options, provide the Named Executive Officers with a greater incentive to
perform and to ensure that the executive's interests are closely tied to those
of the Company and its shareholders.
The amount of bonus awarded to the Chief Executive Officer and the other Named
Executive Officers for each year is a function of the profit performance of the
Company as a whole in relation to the prior year, and other factors such as
return on equity, net income margin and shareholder return. None of these
factors are given a specific weighting, rather they are considered as a whole.
In the event the Committee determines to award a bonus, the bonus for any year
is generally determined on or before March 1 of the following year and then
distributed based on a three year partial distribution cycle. Fifty percent of
the total bonus awarded is paid in the first year and 25 percent in each of the
following two years. Any unpaid bonus may be forfeited if the executive officer
is not employed by the Company for just cause prior to the full distribution of
the bonus awarded.
The shareholder approved 1992 Plan authorizes grants of options to purchase
stock, generally at current market prices, to executive officers and "key
employees." Whether options are to be granted and if so, the amounts to be
granted, are functions of the Stock Option Committee. In the granting of the
stock options, in addition to the factors mentioned above, the individual Named
Executive Officer's level of responsibility and past contributions to the
Company are taken into consideration. In an effort to foster extended
employment, such as with the bonus awards, any options awarded vest at 20
percent per year over a five-year period and expire on the sixth anniversary.
Any unexercised options are forfeited if the executive leaves the Company's
employ voluntarily, or if he is terminated for just cause prior to total
vesting.
The Committee is continuing to review the qualifying compensation regulations
issued by the Internal Revenue Service which provide that no deduction is
allowed for applicable employee remuneration paid by a publicly-held corporation
to a covered employee to the extent that the remuneration paid to the employee
exceeds $1.0 million for the applicable taxable year, unless certain conditions
are met. Currently, remuneration is not expected to exceed the $1.0 million base
and, therefore, compensation should not be affected by the qualifying
compensation regulations.
The foregoing report has been furnished by the current members of the
Compensation Committee, being:
Richard L. Osborne Jon H. Outcalt Samuel Salem
10
<PAGE> 13
<TABLE>
PERFORMANCE GRAPH
Set forth below is a line graph comparing the yearly percentage change in the
cumulative total shareholder return on Myers' Common Stock against the
cumulative return of the S&P 500 Index and a Peer Group for the period of five
fiscal years commencing January 1, 1989 and ended December 31, 1994.
<CAPTION>
NAME 1989 1990 1991 1992 1993 1994
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Myers Industries $100.00 $92.94 $113.80 $211.82 $239.98 $184.36
S&P 500 $100.00 $96.89 $126.42 $136.05 $149.76 $151.74
Peer Group $100.00 $101.21 $151.75 $154.89 $178.09 $159.05
<FN>
---------------
1 Assumes that the value of the investment in Myers Common Stock, each Index and
the Peer Group was $100 on December 31, 1988 and that all dividends were
reinvested.
2 The Peer Group consists of the following public companies: Bandag,
Incorporated, Bearings, Inc., Echlin Inc., General Housewares Corp., Premier
Industrial Corporation, Ropak Corporation, Rubbermaid Incorporated, Selfix,
Inc., Snap-On Tools Corporation and The Standard Products Company. The Peer
Group was selected in good faith on a line-of-business basis and the returns
of each component issuer of the group is weighted using the beginning of
period market capitalization as required by the Commission.
</TABLE>
11
<PAGE> 14
DIRECTOR COMPENSATION
Outside directors are paid a $5,000 annual retainer plus $400 for each Board
of Directors meeting attended, except for Richard L. Osborne, who is compensated
for providing consulting services to the Company. Members of the Audit Committee
are paid $400 for each meeting attended unless such meeting is held on the same
day as a meeting of the Board of Directors.
On April 29, 1992, the shareholders approved the 1992 Plan, part of which
contains provisions for the granting of non-qualified stock options to
non-employee directors (the "Directors Plan"). Under the Directors Plan, up to
51,563 shares of Common Stock may be issued, subject to adjustment in the event
of certain corporate transactions. Each participant is awarded annually, on the
day after the Annual Meeting of Shareholders, NQSOs to purchase 500 shares of
Common Stock, conditioned on the Company's "Return on Equity" as set forth in
the Company's annual report to shareholders for the immediately preceding fiscal
year is equal to or greater than ten percent. The option price per share is 100
percent of the fair market value of a share of Common Stock on the date the
option is granted.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The law firm of Brouse & McDowell performed legal services for Myers in 1994.
Karl S. Hay, a director of Myers, is a shareholder of the law firm. The amount
of Mr. Hay's interest in such fees cannot practically be determined.
PRINCIPAL SHAREHOLDERS
The following table describes the beneficial ownership of Common Stock of each
person who was known by Myers to be the beneficial owner of more than five
percent of the total shares issued and outstanding on February 14, 1995. Under
rules and regulations promulgated by the Commission, a person is deemed to be
the "beneficial owner" of all the shares with respect to which he has or shares
voting power or investment power, regardless of whether he is entitled to
receive any economic benefit from his interest in the shares. As used herein,
the term "voting power" means the power to vote or to direct the voting of
shares and "investment power" means the power to dispose of or to direct the
disposition of shares.
<TABLE>
<CAPTION>
NAME AND ADDRESS SHARES AND NATURE OF
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP % OF CLASS
-------------------------- -------------------- ----------
<S> <C> <C>
Stephen E. Myers1 1,430,859 9.3%
1293 South Main Street
Akron, Ohio 44301
Mary S. Myers2 2,514,735 16.4%
1293 South Main Street
Akron, Ohio 44301
<FN>
---------------
1 Stephen E. Myers serves as a trustee of the Louis S. and Mary Myers Foundation
which holds 166,137 shares of Common Stock. By virtue of his position as
trustee of the Foundation, Mr. Myers is deemed to beneficially own such shares
which when excluded from the other shares which he is deemed to beneficially
own, decreases the percentage of shares beneficially owned by him to 8.2%.
Stephen E. Myers serves as a trustee of the Semantic Foundation Inc. which
holds 20,000 shares of Common Stock. By virtue of his position as trustee of
the Foundation, Mr. Myers is deemed to beneficially own such shares which when
excluded from the other shares which he is deemed to beneficially own,
decreases the percentage of shares beneficially owned by him to 9.2%.
12
<PAGE> 15
2 Mary S. Myers serves as a trustee of the Louis S. and Mary Myers Foundation
which holds 166,137 shares of Common Stock. By virtue of her position as
trustee of the Foundation and upon certain rights she holds under the Trust,
Mrs. Myers is deemed to beneficially own such shares which, when excluded from
the information above, decreases the percentage of shares held by her to
15.3%.
</TABLE>
APPROVAL OF APPOINTMENT OF AUDITORS
Arthur Andersen LLP, independent certified public accountants, have been
recommended by management of the Company to examine the books and accounts of
the Company for the year 1995. They have served as the Company's independent
auditors since 1966. Management recommends that the shareholders approve this
appointment. Approval requires the vote of a majority of those shares present at
the meeting and a majority of the outstanding shares of Common Stock is a quorum
for this purpose.
A representative of Arthur Andersen LLP be present at the Annual Meeting. The
representative will be given the opportunity to make a statement if he desires,
and it is expected that he will be available to respond to appropriate
questions.
SHAREHOLDER PROPOSALS
Any proposals to be considered for inclusion in the proxy material to be
provided to shareholders of Myers for its next Annual Meeting of Shareholders to
be held in 1996 may be made only by a qualified shareholder and must be received
by Myers no later than November 22, 1995.
GENERAL
The accompanying proxy is solicited by and on behalf of the Board of Directors
of Myers, whose notice of meeting is attached to this Proxy Statement, and the
entire cost of such solicitation will be borne by Myers. In addition to the use
of the mails, proxies may be solicited by personal interview, telephone and
telegram by directors, officers and employees of Myers. Arrangements will be
made with brokerage houses and other custodians, nominees and fiduciaries for
the forwarding of solicitation material to the beneficial owners of stock held
of record by such persons, and Myers will reimburse them for reasonable
out-of-pocket expenses incurred by them in connection therewith.
Management of Myers has no information that other matters will be brought
before the meeting. If, however, other matters are properly presented, the
accompanying proxy will be voted in accordance with the best judgment of the
proxy holders with respect to such matters.
MILTON I. WISKIND,
Secretary
Akron, Ohio
March 23, 1995
13
<PAGE> 16
PROXY
MYERS INDUSTRIES, INC. SOLICITED BY THE BOARD OF DIRECTORS
MILTON I. WISKIND and GREGORY J. STODNICK, or either of them, with full power of
substitution, are hereby authorized to represent the undersigned and to vote all
Common Stock of the undersigned in MYERS INDUSTRIES, INC. ("Company") at the
Annual Meeting of Shareholders of said Company to be held on Thursday, April 27,
1995, and any adjournment(s) thereof with respect to the following matters:
1. THE ELECTION OF EIGHT DIRECTORS.
<TABLE>
<S> <C>
/ / FOR all nominees listed below (except as marked to / / WITHHOLD AUTHORITY to vote for the proposal to set
the contrary below) the number or all nominees listed below
</TABLE>
Karl S. Hay, Richard P. Johnston, Stephen E. Myers, Richard L. Osborne,
Jon H. Outcalt, Samuel Salem, Edwin P. Schrank, Milton I. Wiskind
(INSTRUCTION: To withhold authority to vote for the proposal to set the number
or any individual nominee write the proposal and/or that nominee's name on the
space provided below.)
--------------------------------------------------------------------------------
(Continued and to be signed on reverse side)
(Continued from other side)
2. CONFIRM THE APPOINTMENT OF ARTHUR ANDERSEN LLP, INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS, AS AUDITORS FOR THE COMPANY FOR THE YEAR 1995.
/ / FOR / / AGAINST / / ABSTAIN
3. SUCH OTHER BUSINESS AS PROPERLY MAY COME BEFORE SAID MEETING AND ANY
ADJOURNMENT(S) THEREOF, ALL IN ACCORDANCE WITH THE NOTICE OF THIS MEETING AND
THE ACCOMPANYING PROXY STATEMENT, RECEIPT OF WHICH IS ACKNOWLEDGED.
THIS PROXY WILL BE VOTED IN FAVOR OF THE PROPOSALS LISTED ABOVE AND FOR THE
DIRECTORS NOMINATED BY MANAGEMENT UNLESS A CONTRARY VOTE IS INDICATED, IN WHICH
CASE THE PROXY WILL BE VOTED AS DIRECTED.
Please date, sign exactly as stenciled, and return promptly in the enclosed
envelope.
-------------------------------
-------------------------------
DATED: , 1995
--------------------
