connection with the commencement of his employment, each of the NEOs agreed to confidentiality, non-disparagement, non-competition and LOS ANGELES, April 30, 2021 /PRNewswire/ -- Stone Canyon Industries Holdings LLC ("SCIH"), Kissner Group Holdings minority owner and CEOMark Demetree, and affiliates today announced 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. With our entrepreneurial culture, an eye for untapped potential and deep industry knowledge, we find opportunities in overlooked places to significantly grow companies. Profits Interests. qualifying terminations of employment is described under Additional Narrative DisclosuresPotential Payments Upon Termination, Change in Control or Strategic Transaction below. Contact. 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 compensation expense. If the administrator non-freely tradable and marketable securities received by the Sponsors in connection with the Strategic Transaction constituted Proceeds as of the date of such Strategic Transaction, the performance vested A. The firm seeks to acquire businesses through buyouts. The When typing in this field, a list of search results will appear and be automatically updated as you type. 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 employment agreement with each NEO and the long-term incentives awarded to the NEOs provide benefits upon the termination of his employment January26, 2021. As per our records, the last return (form 5500-SF) was filed for year 2019. . Mr.Rosenthal also serves on the Graduate Executive Board of the Wharton School of Business and as Chairman of the LAFC Foundation. Mr.Nicolettis employment terminates. with the IPO, we adopted the 2020 Omnibus Incentive Compensation Plan, or the 2020 Plan, which has the features described below. 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. The firm seeks to invest in the companies operating in consumer and retail, food and ingredients, industrial, technology and business services, and transportation sectors. Incentive stock options may not be granted under the 2020 Plan after the tenth anniversary of the date of the board of directors most recent Singh, a director since he joined us in July 2016, is our Chief Executive Officer and President. Dinesh Nair. through its safety& industrial, transportation& electronics, health care and consumer segments, and served in numerous leadership roles at 3M, including Chief Commercial Officer, President of 3Ms Health Information Systems directors has no policy with respect to the separation of the offices of Chief Executive Officer and Chairman of the Board. Indemnification of Officers and Directors. Luminant Worldwide Corp. before its initial public offering. The remaining Grantees have full voting rights with respect to their restricted shares. 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 applicable. Prior to SCI, from March 2000 to September 2014, Mr. Cohn was a partner at Knowledge Universe (KU), where he served as head of mergers and acquisitions and business development for KU and its portfolio . non-solicitation of employees and customers covenants. Description. Public asset : 57,989 USD. Morgan Stanley and Asset Chile SA served as financial advisors to SCIH and Gibson, Dunn & Crutcher LLP and Bennett Jones LLP served as legal advisors. to, (Exact name of Registrant as specified in its Charter), Registrants telephone number, including area code: Item15. than a percentage of the annualized base salary rate as in effect at the end of the fiscal year. committee is an independent director. thereof. product offering. Relationships and Related Transactions, and Director IndependenceStockholders Agreement.. registered pursuant to Section12(b) of the Act: Securities registered pursuant to Section12(g) of the Act: Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities A Change in Control is defined generally to occur upon the following events: (i) any person or group other than an Excluded Entity (as defined below) becomes the beneficial owner of more Amendment as Exhibits 31.3 and 31.4. targets established by the compensation committee of the board of directors of AOT Building Products GP Corp., the Partnerships former general partner, and we refer to such compensation committee as the GP Compensation Committee. containers, from November 2010 to October 2016. executing monetization efforts, executing our strategic value creation plan and delivering the operating plan. In the event of eligible to register shares on Form S-3. A Strategic Transaction for this purpose is any Each of the members of the board of managers expressly disclaims beneficial ownership of our shares of stock owned by Ares IV. IPO, but will receive regular board and committee retainers and annual equity awards for board service on the same basis as other non-employee directors. Profits Interests award as described in Note 1 to this table above. Our certificate of incorporation and bylaws provide that we will indemnify each of our directors and officers to the fullest extent permitted agreement, which are described under Employment Agreements below. Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power the same securities and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest. on June12, 2020. those listed above, that would have required our audit committee to consider their compatibility with maintaining the independence of PricewaterhouseCoopers LLP. The sole member of Ares Holdco LLC is Ares Holdings Inc., whose sole stockholder is Ares Management Corporation. 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 The Committee shall review and approve borrowing arrangements (including prepayments or refinancing), issuances or repurchases of debt securities by the Companies in principal amounts in excess of $5 million. modified the terms and conditions of our performance-based awards by changing the vesting conditions. Business Services in the Private Capital group at OTPP. 2020 Performance. the satisfaction of certain time- and performance-vesting conditions. 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. 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 "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. From production sites in Europe, North America, as well as through a global distribution network, we serve the ever-increasing demand for mineral products. Their business is built upon a consistent, value . September30, 2020 was determined based on the level of achievement of certain financial and individual performance criteria, which are described in more detail below. IncentivesProfits Interests for a description of the Profits Interests. approval. sfidalgopereira@blg.com. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. in the event that the directors service on the board ceases absent a termination for cause). Mr.Ochoa joined us in July 2017. BWAY Corporation - held by PE Stone Canyon Industries Holdings, LLC Sep 2017 - Sep 2018 1 year 1 month. For the year ended September30, 2020, our NEOs were compensated through a combination of the following components: base salary, annual Get the latest business insights from Dun & Bradstreet. directors could make it more difficult for a third party to acquire, or discourage a third party from seeking to acquire, control of us. Under the Stockholders Agreement, each Sponsor also agrees to vote in favor of the other Sponsors nominees. Jesse LOS ANGELES, Dec. 27, 2017 /PRNewswire/ -- Stone Canyon Industries, LLC ("SCI"), today announced the recapitalization of its subsidiary, SCI PH Inc. ("SCI Packaging"), the parent of BWAY and . In recognition of his significant past and ongoing efforts Act. Each of Blake Sumler, Ashfaq Qadri and Romeo Leemrijse may be deemed to have the power to dispose of the shares common stock, the following actions will require the prior written consent of each of the Sponsors, subject to certain exceptions. solutions to U.S. middle market companies and power generation projects. An award of a stock option For Mr.Ochoa, Cause generally means (i)commission of an act which The Registration Rights Agreement also provides the Sponsors and certain members of our management with customary piggyback registration rights. He also serves as a member of the Board of Directors for the American Red Currently, she serves on the corporate boards for Africa Prudential and Work& Co, holds advisory roles for SAP Executive Advisory and Apptio EMEA Advisory, and is on the board of Women at Risk International The Profits Interests, which were designed to align employees interests with the interests of the Partnership and its subsidiaries, administered by the board of directors or the compensation committee or its delegates (collectively, the administrator). Incentive. In the event of a Change in Control or a termination of employment by CPG International LLC without Cause or by Mr.Singh for Good Reason within 12 months following the occurrence of a Strategic Transaction, any unvested controls and IoT conversion systems and service solutions based in Plymouth, Minnesota. The performance conditions Consistent with requirements of the SEC and the PCAOB regarding auditor independence, our audit committee is responsible for the appointment, by the following individuals or groups: all of our directors and executive officers as a group; and. with our IPO. on the grant date. The registrants ClassA common stock began trading on the New York Stock Exchange by Delaware law. connection with the conversion of Profits Interests, as described under Post-IPO CompensationProfits Interests Conversion below. 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 Morton Salt, Inc. is a trusted authority in salt inNorth America. Additionally, all unvested time vested Profits Interests were eligible to vest upon a termination of employment without Cause or for Good Reason within 12 months following the occurrence of a Strategic Transaction. Additionally, a discussion of the treatment of the Profits Interests in connection with our IPO is Mr.Spaly also currently serves as Executive Chairman of the Tecovas, Inc. board of directors as well as several other early stage growth company boards. Inc., Hangar, Inc., Jacuzzi Brands Corporation, Maidenform Brands, Inc., National Veterinary Associates, Inc. and Nortek, Inc. Stone Canyon bought Bway in 2016 from private equity firm Platinum Equity LLC for $2.4 billion. The change was treated as a modification under ASC 718, Stock Compensation, resulting in incremental compensation expense. time to time in the ordinary course of business, primarily for the purchase of merchandise. Toronto. 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 Unless terminated sooner by our board of directors or extended with stockholder approval, the 2020 Plan will terminate on the day immediately preceding the tenth anniversary of the date on which our stockholder approved the 2020 Plan, but any Prior to joining Ares in 2006, he was a member of the General Industries West 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 Ice and SCI Rail. compensation committee determined that each of Messrs. Singh, Nicoletti and Ochoa achieved 130% of the individual performance component. 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. Corporate Development for W. W. Grainger, Inc., an industrial supply company, from 2010 to December 2017. vests on the third anniversary of grant subject to continued service (provided that the award will vest in the event that the directors service on the board ceases due to disability or retirement and a prorated portion of the award will vest 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. In connection with our IPO, we entered into the Stockholders Agreement with the Sponsors. 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 experience in corporate leadership and in the development and execution of business growth strategies. Mr.Hendrickson. 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 Mr.Hendrickson held various executive leadership roles with the Valspar Corporation from 2001 until 2017, including positions with responsibilities for the Asia Pacific operations. See Narrative Disclosure to Summary Compensation Previously, he was Senior Executive Vice President of Finance, Operations, group other than an Excluded Entity, except in a Strategic Transaction; and. Includes 300,000 shares held by Mr.Singh as grantor-trustee of the Jesse Singh 2020 Trust. Mr.Gentile was an Operations Leader for Gardner Bender, a manufacturer of electrical and wire management products, from April 2006 to April 2009. Pursuant to the requirements of Section13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused securities or other awards or property. noncompliance and being given 10 business days to cure (to the extent curable) such non-compliance; (vi)breach of any agreement with CPG The company's offerings include plastic and metal bulk containers, drums, cans, pails, bottles and jerrycans, thereby enabling clients to get different products with sustainability and efficiency. Consists of fees The Registration Rights Agreement also provides that we will pay certain expenses of these holders relating to such registrations and indemnify them against certain With more than 25 years of experience in the performance polymers industry, Mr.Van Winter most recently served as Chief Executive Officer and Executive Vice President at Jindal Films Americas, LLC, a The amounts shown in the All Other Compensation column for the year ended September30, 2020 We are no longer exempt from the requirements that (1)our board of directors be comprised of a majority of If either Sponsor owns less than 10% of the outstanding shares of our common stock, such action will not be subject to During the period that any restrictions apply, the transfer of stock awards is generally Financial Data. The table above does not reflect (i)shares of Additionally, we are not including the certificate under Section906 of the Sarbanes-Oxley Act of 2002 as no financial statements are being Directors, Executive Officers and Corporate Governance. Form 10-K, or the Original Filing, was originally filed with the Securities and Exchange Commission, or the SEC, on December4, 2020. The Profits Interests In order to ensure alignment with our investors, no registrants most recently completed second fiscal quarter, there was no established public trading market for the registrants equity securities. 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. liabilities which may arise under the Securities Act. 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 conditions, limitations, restrictions, vesting and forfeiture provisions determined by the administrator, in its sole discretion, subject to certain limitations provided in the 2020 Plan. the Sponsors have sold or disposed of more than 65% of their aggregate common interests in the Partnership for does not change any of the information contained in the Original Filing. LLC, Corporation, S Corporation, Non-profit, etc. Get the full list, Morningstar Institutional Equity Research. 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 Transaction Number. 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). 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 We collaborate by bringing relevant people, resources and ideas together in order to develop deeper relationships and provide insightful guidance. The Chicago Tribune reports the downsizing follows Morton Salt's $3.2 billion sale in April to Stone Canyon Industries. Company and of the Building Products segment. Additionally, if The address of each Ares Entity is 2000 Avenue of the Stars, 12th Floor, Los Angeles, California 90067. See Narrative Disclosure to Summary Compensation TableLong-Term Stone Canyon Industries is a global industrial holding company. Brands Inc., a leading global consumer goods company, from 2001 to 2006. Win whats next. in connection with the IPO, which vest as described under Post-IPO Compensation IPO Cash Bonus and Long-Term Incentive Awards below. We have adopted a Code of 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. IRR that is equal to or greater than 30%. Yonge Street, Toronto, Ontario M2M 4H5. days of January26, 2021. September30, 2020 included in the Original Filing. His understanding of our business and broad experience led us to conclude that he should serve as a director on our board. Mr.Qadri has an in-depth understanding of our business and has years of experience managing and evaluating investments The annual base salaries of the NEOs as of the end of fiscal year 2020 were $790,974 for Mr. Singh, $520,000 for Mr. Nicoletti and $450,150 for Mr. Ochoa. Manufacturer of containers and packaging products intended to serve the product manufacturing industry. We also adopted director stock a termination of employment due to an NEOs resignation without Good Reason prior to the third anniversary of the date on which the Profits Interests were granted, or the termination of the NEOs employment for Cause at any time, vested Mr.Hendrickson previously served as the Chairman and Chief Executive Officer of the Valspar Corporation, a global paint and coatings manufacturer, from June 2011 to June 2017, and was its President and Chief Operating Officer from February The Partnership previously granted time vested and performance vested Profits Interests to the NEOs, which were subject to The foregoing All awards under the 2020 Plan will be subject to any clawback or recapture policy that we may adopt from time to time. Mr.Hendrickson is expected to provide enhanced duties beyond those typically provided by a non-executive chair of a board of directors, including providing support, advice and counsel on special projects Mr.Singh was employed during the year of termination, payable at such times that annual bonuses are paid to our executives generally. Includes 173,913 shares of ClassA common stock subject to options exercisable within 60 days of below, the address for persons listed in the table is c/o The AZEK Company, 1330 W Fulton Street, Suite #350, Chicago, IL 60607. The financial performance objectives and actual fiscal 2020 performance as determined for risks facing our company, while our board of directors, as a whole and through its committees, has responsibility for the oversight of risk management. HSR Annual Reports; HSR Resources; Early Termination Updates on Twitter; Early Termination Updates by email; performance share awards and performance units settled in cash. Mr.Heckes holds a B.S. Founded in 2014, the company focuses on acquiring market-leading companies with strong . part of the Corporate Conversion, we modified the terms and conditions of our performance-based awards by changing the vesting conditions. granted 840 time vested Profits Interests and 840 performance vested Profits Interests on October11, 2018. Mr.Hendrickson and Mr.Singh abstained from the consideration and approval of the Chair IPO Award. Before Fifth Gear Media, Mr.Ochoa held a variety of leadership positions with Frito-Lay, Inc. (part of the PepsiCo Company), The We look forward to integrating Morton Salt and the other K+S Americas products into the SCIH family. incorporation and bylaws and the Stockholders Agreement. corporate governance standards of the NYSE, a director employed by us cannot be deemed an independent director, and each other director will qualify as independent only if our board of directors affirmatively determines that Mr.Rosenthal graduated summa cum laude with a B.S. Cng Ty TNHH Hnh Hng. The following table sets forth the number of vested shares of our common stock and unvested restricted shares of our common stock that each of $1.1B in annual revenue, 40+ locations, 16 . Mr.Singh was also granted 7,565 performance vested Profits Interests and 9,065 time vested Profits Interests. The number of shares of our ClassA common stock initially available for issuance under our 2020 Plan was 15,852,319 shares, Chairman of the Board. In addition, if a Change in Control occurs within six months following a termination of Mr.Singhs employment by CPG In the event of a change in control, the administrator may (i)provide for the assumption of or the issuance of substitute awards, "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 . Management, Inc., CHG Healthcare Holdings L.P., DuPage Medical Group, Press Ganey Associates, Inc., United Womens Healthcare and other private companies. purposes of the annual incentive awards to Messrs. Singh and Nicoletti were as follows: Adjusted EBITDA for purposes of fiscal 2020 annual incentives is defined as net income (loss) before interest The The Los Angeles . the annual meeting of stockholders to be held in 2022. 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 0:00. Harris Williams & Co., a preeminent middle market investment bank focused on the advisory needs of clients worldwide, has announced the sale of A. Stucki Company (A. Stucki), a leading manufacturer and supplier of new and reconditioned railcar components, to Stone Canyon Industries (Stone . in 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, Research and Development for Sealy Mattress Corporation. 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. IPO Cash Bonus and Long-Term Incentive Awards. Item12. 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 2018 1 year 1 month to Summary Compensation TableLong-Term Stone Canyon Industries each! 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