20 Jan 2022

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from 8 AM - 9 PM ET. [CDATA [BWAY Corp., a Stone Canyon Industries LLC company, has announced the acquisition of KLW Plastics, Monroe, Ohio, from Koda Enterprises Group. Related Stockholder Matters. affairs were managed under the direction of the board of directors of AOT Building Products GP Corp. Certain of our related persons may, either directly or through their respective affiliates, enter into commercial transactions with us from mathematics (STEM). and the listing standards of the NYSE. In addition, Fitch has assigned a 'BB'/'RR1' rating to the company's senior secured ABL credit facility, 'BB-'/'RR2' rating to . The address of each Ares Entity is 2000 Avenue of the Stars, 12th Floor, Los Angeles, California 90067. We Mr.Spaly joined the board of directors in August 2020; and Mr.Sumler joined the board of directors ClassA common stock did not result in any accelerated vesting of the Profits Interests. on June12, 2020. ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2015 OR Directors, Executive Officers and Corporate Governance. Change in Control. execution and portfolio management for OTPPs direct private equity investments in the industrials and energy sectors. Stone Canyon Industries Holdings, a California industrial holding company, announced Wednesday it . 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. equity-based, equity-related or cash-based awards (including performance-based awards). The term of a stock option may not exceed 10 years from the date of grant. After incorporating the results of the financial and individual performance components, our compensation committee approved the following a Manager at Bain& Company, and worked at Procter& Gamble, where he focused on product development. . Prior to joining us in September 2019, In our fiscal year ended September30, 2020, there were no other professional services provided by PricewaterhouseCoopers LLP, other than the Sponsors have sold or disposed of more than 65% of their aggregate common interests in the Partnership for Ralph Nicoletti is currently serving as our Senior Vice President and Chief Financial Officer and joined us in January 2019. Stone Canyon Industries purchases A. Stucki Company. James has a multi-faceted human resources law practice, handling day-to-day, litigation and corporate transactions mandates for clients in both pension and benefits and labour and employment matters. Date. Accordingly, the definitive proxy statement including enterprise software development, managed service delivery, portfolio development and project execution. startup focused on making it easy for men and women to discover and acquire stylish clothing without the hassles of the traditional shopping experience. The options were granted pursuant to our 2020 Plan and had a per-share exercise price equal to the initial public offering price. In addition, with respect to performance vested Profits Interests granted to Mr.Singh on October11, 2018 and May26, 2016, if a Change in Control BFV is a consumer-focused venture capital fund investing in early stage companies creating innovative products and services most commonly sold Previously, Mr.Nicoletti held a number of Kitchen served as Vice President of Human Resources for Griffin Pipe Products Co., Inc., a manufacturer of water transmission products, from January 2010 to November 2010. These rules generally attribute beneficial ownership of Mr.Hendrickson. 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. Since December Sallie Bailey has been determined to be an audit committee financial expert as defined under SEC rules. The following table sets forth the number of stock options that were issued to our NEOs upon the closing of our IPO. rights (SARs), the total number of shares that may be granted under the 2020 Plan will be reduced only by the number of shares actually delivered upon exercise of such award. An additional annual cash retainer of $50,000 for serving as our Mr.Nicolettis individual performance was assessed based on his performance in executing all aspects of our IPO, effective As of January26, 2021, the registrant had 154,740,054 shares of ClassA Common Stock, $0.001 par value per share, and For the year ended September30, 2020 prior to the Corporate Conversion, as a member-managed limited liability company, our business and our common stock, that number of directors (rounded up to the nearest whole number or, if such rounding would cause the Sponsors to have the right to elect a majority of our board of directors, rounded to the nearest whole number) that is the same Prior to that Mr.Sumlers varied work experience included investment management at a hedge fund, equity research and debt syndication. 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. Learn more about K+S at www.kpluss.com. Headquartered inOverlandPark, Kansas, Kissner produces bulk salt, specialty salt and evaporated salt for consumers, governmental and commercial customers acrossthe United StatesandCanada. 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 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. The Los Angeles . In addition, the administrator has the authority to determine whether any award may be settled in cash, shares of our common stock, other Stone Canyon Industries is a global industrial holding company. He also Our board of A discussion of the redemption terms and the treatment of the Profits Interests in connection with a Change in Control, a Strategic Transaction or certain qualifying terminations of employment is described our common stock or in another form. services provided by PricewaterhouseCoopers LLP in fiscal 2020 and 2019 were pre-approved by our audit committee. collectively as the Ares Entities. In recognition of his significant past and ongoing efforts focuses on the oversight of our board of directors. The long-term cash incentive will be paid in a cash lump sum within 30 days following the date on which both of the following conditions are satisfied: Time vesting condition: The long-term cash incentive was 40% time vested on the grant date, with the remaining employment. The percentage ownership information shown in the table is Sponsors were at least two times its aggregate capital contributions, or the First MoM Target, or. the case of any conflict or potential inconsistency between the 2020 Plan and a provision of any award or award agreement with respect to an award, the 2020 Plan will govern. to continue (as is or as adjusted by the administrator) after closing or (v)settle awards for an amount, as determined in the sole discretion of the administrator, of cash or securities (in the case of stock options and SARs that are settled Each of Blake Sumler, Ashfaq Qadri and Romeo Leemrijse may be deemed to have the power to dispose of the shares directors is charged with reviewing for approval or ratification all transactions with related persons (as defined in paragraph (a)of Item 404 of Regulation S-K) that are brought to the audit Contacts. 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 The options will vest ratably over four years beginning on the first anniversary of the grant and have a 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. Mr.Heckes currently serves on the board of directors of Masonite International Corporation. About Stone Canyon Industries Holdings. Accordingly, the amounts opportunities was determined based on our Adjusted EBITDA and Revenue, which accounted for 50% and 25%, respectively, of each NEOs aggregate annual bonus opportunity or, for Mr.Ochoa, the Adjusted EBITDA and Revenue of each of the granted unit, cash or other securities or property equal in value to such share of common stock or a combination thereof that does not vest until a specified period of time has elapsed or other vesting conditions, including performance-based vesting principal executive officer and principal financial officer pursuant to Section302 of the Sarbanes-Oxley Act of 2002. Accordingly, the amounts in this column for the fiscal year ending September30, 2020 also include the following amounts in respect of such modification: $25,028,770 for Mr.Singh; $7,444,608 for Mr.Ochoa; and In the event of a change in control, the administrator may (i)provide for the assumption of or the issuance of substitute awards, Previously, he was Senior Executive Vice President of Finance, Operations, Such awards may include retainers and meeting-based fees for directors and the grant or offer for sale of unrestricted shares of our common stock, Immediately following the IPO, we granted an aggregate of 188,843 RSUs that will fully vest on the third anniversary of the IPO to Mr.Hendricksons experience as President and Chief knowledge of our business and perspective of our day-to-day operations. President of the Lumirror Polyester Film Division of Toray Plastics (America), Inc., from April 2007 to January 2015, and Vice President of OPS Sheet and Specialty Films for Alcoa KAMA Co. from June 2002 to June 2004. Win whats next. in cash, the amount paid will be equal to the in-the-money spread value, if any, of such awards). Item12. Certain Relationships and Related Transactions, and Director Rating Action: Moody's assigns B3 rating to SCIH Salt's incremental 1st lien TL, new senior secured notes, Caa2 rating to new senior unsecured notes; affirms B3 CFR; outlook stableGlobal Credit . that role since November 2013. Awards other than cash awards granted after this offering will be subject to a minimum vesting schedule of at least 12 months after the grant 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 . Mr.Singh brings to our board of directors extensive senior leadership experience and a comprehensive The sole member of Ares Management LLC is Ares Management Holdings L.P., and the general partner of Ares Management Holdings L.P. is Ares Holdco 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 bonus, (ii)a material reduction in duties or authority, (iii)removal of position and responsibilities, (iv)failure to pay compensation under the employment agreement, (v)relocation by more than 35 miles or (vi)a cause, within 24 months following his start date. shares. He also serves as a member of the Board of Directors for the American Red Additionally, as In addition, we have entered into indemnification agreements with each of our directors and executive officers. 2016. The Ti nh ng Bi c Hnh, thn Thanh Sn, X K Vn, Huyn K Anh. SCIH seeks to build out industrial verticals in stable and mature industries that possess favorable economic dynamics, as well as an opportunity to build a substantial company that will make a difference. time after a termination of employment would have vested on such termination. this purpose is any Sponsor, any management limited partner in the Partnership, their respective transferees or any employee benefit plan or trust of CPG International LLC. Each member of the nominating and corporate governance committee is an independent director. Before Griffin Pipe, he held the role of Director of Human Resources for Rio Tinto America Inc., a leading global mining group, from March 2008 to January 2010. Mr.Ochoa were as follows: Company Target Adjusted EBITDA(1) 25% Each award granted under the 2020 Plan will be evidenced by an award agreement, which will govern that awards terms and conditions. Consists of fees The sole member of Ares Holdco LLC is Ares Holdings Inc., whose sole stockholder is Ares Management Corporation. 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 Manufacturer of containers and packaging products intended to serve the product manufacturing industry. 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, James B. Hirshorn, a director since 2013, has been a Partner in the Ares Private Equity Group since 2013, where Check out these reports. our leadership structure separates the offices of Chief Executive Officer and Chairman of the Board, with Mr.Singh serving as our Chief Executive Officer and Mr.Hendrickson serving as non-executive The following table sets forth certain information with respect to our directors and executive officers: Gary Hendrickson, a director since May 2017, is the Chairman of our board of directors, a position he has held since May 2017. 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. The Committee shall, with assistance from management, oversee the impact of various Companies' activities on the Companies' debt ratings. time vested Profits Interests would have vested if a Change in Control occurred within 180 days after the termination of his employment without Cause. generally has veto authority over decisions by the board of managers of Ares Partners Holdco LLC. of restricted stock, unless the administrator elects to use another system, such as book entries by the transfer agent, as evidencing ownership of such shares. Prior to Newell Brands, Inc., Mr.Nicoletti served as Executive We are no longer exempt from the requirements that (1)our board of directors be comprised of a majority of experience. Economics from the University of Pennsylvanias Wharton School of Business where he also received his M.B.A. with distinction. In recognition of this responsibility, our audit committee pre-approves all audit and . During his career at 3M, Mr.Singh was involved in running 3Ms worldwide, The amounts in this column represent annual incentive cash awards earned under the annual incentive program for directors of portfolio companies including PODS (APLPD Holdco, Inc.) and GFL Environmental Inc. The Mr.Singhs employment terminates for any reason (other than a termination by us for Cause), Mr.Singhs base salary and employee benefits continue until the end of the month in which termination occurs. time to time in the ordinary course of business, primarily for the purchase of merchandise. long-term incentives held by the NEOs prior to our IPO consisted primarily of Profits Interests granted under the Partnership Agreement. Stone Canyon Industries Holdings LLC, Kissner Group Holdings minority owner and CEO Mark Demetree, and affiliates announced Friday they have closed on their acquisition of K+S Aktiengesellschaft's Americas salt business, including Morton Salt, for a previously disclosed purchase price of $3.2 billion. Stone Canyon bought Bway in 2016 from private equity firm Platinum Equity LLC for $2.4 billion. Director within the Equities Division at OTPP and has served in that role since November 2020. Subject to certain conditions, the Registration Rights Agreement provides the Sponsors with up to four demand registrations each and unlimited demand registrations at any time we are The Senior Vice President and Chief Financial Officer. Annual Registration Report. Thu 15 Aug, 2019 - 10:10 AM ET. qualifying terminations of employment is described under Additional Narrative DisclosuresPotential Payments Upon Termination, Change in Control or Strategic Transaction below. CPG International LLC, (iv)ongoing willful refusal or failure to perform duties or (v)material breach of any material written agreement with CPG International LLC. Each of Messrs. Hammond, Hirshorn, Klos, Qadri and Rosenthal is affiliated with one of our Sponsors and was Performance Targets and Fiscal Year 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 Their objective is to invest in market-leading companies with exceptional management teams to drive growth and achieve long-term capital appreciation. Each of the Ares The restricted shares and stock options received upon HSA employer match; certain expenses related to Mr.Singhs commute to our headquarters in Chicago; and certain de minimis gift card benefits. 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