for which Mr.Singh has no voting or investment power, and Mr.Singh disclaims beneficial ownership of these 236,705 shares. modified the terms and conditions of our performance-based awards by changing the vesting conditions. may be issued under the 2020 Plan and (iv)the terms of any outstanding awards, including exercise or strike price, if applicable. 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 performance share awards and performance units settled in cash. Get the latest business insights from Dun & Bradstreet. The Stockholders Agreement also grants each of the Sponsors certain information rights. such options or restricted shares, but they are not deemed outstanding for purposes of calculating the percentage ownership of any other person. In the event of The amounts in this row represent the options to purchase ClassA common stock granted to Mr.Singh Indemnification of Officers and Directors. 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. the board of directors corporate governance principles applicable to us, (5)overseeing the evaluation of the board of directors and management, (6)oversee our strategy on corporate social responsibility and sustainability and as our President, Commercial Segment. Ethics for Senior Officers applicable to our Chief Executive Officer and senior financial officers. Foundation. Headquartered inChicago, Morton Salt with its affiliates in theBahamasandCanadahas more than 3,500 employees committed to safety, quality, and service in the communities in which it operates. The unvested options have the same time-vesting conditions as unvested immediately prior to our IPO, and the unvested options have the same time-based and performance-based vesting conditions as the original Profits Interests award. The amounts in this row represent the options to purchase shares of ClassA common stock granted in Mr.Kloss years of experience managing and services provided by PricewaterhouseCoopers LLP in fiscal 2020 and 2019 were pre-approved by our audit committee. Certain terms used in this section have the meanings described under Treatment of Long-Term IncentivesDefinitions below. executing monetization efforts, executing our strategic value creation plan and delivering the operating plan. The Audit Committee engaged PricewaterhouseCoopers LLP to perform an annual audit of the Companys financial statements for the fiscal Mr.Ochoas individual performance was assessed based on his Technologies, Inc., a technology company, defense contractor and information technology services provider, and NVR, Inc., a homebuilding and mortgage banking company. Employees, consultants and directors will be eligible to participate in our 2020 Plan. We also 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 . James Hirshorn, Brian Klos, Romeo Leemrijse, Ashfaq Qadri, Bennett Rosenthal, Brian Spaly and Blake Sumler are independent in accordance with the NYSE rules. Previously, he was Senior Executive Vice President of Finance, Operations, 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. 8 Aug 2007. part of the Corporate Conversion, we modified the terms and conditions of our performance-based awards by changing the vesting conditions. cash incentive opportunity, long-term incentive awards and employee benefits. Get in Touch with 4 Principals* and 15 Contacts. Good Reason and Cause as used in the preceding sentence had the meanings set forth in the executives employment agreement, or if none, then as set forth in the Partnership Agreement. Mr.Spaly holds a Bachelor of Arts degree in economics from Princeton University and an M.B.A. from Stanford University Graduate School of Business. As you can see from these two examples, the due dates and filing frequency can . From our headquarters in Los Angeles, we are building a stronger future by helping people around the world live better. 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 The sole member of Ares Holdco LLC is Ares Holdings Inc., whose sole stockholder is Ares Management Corporation. Financial Accounting Standards Board, or FASB ASC 718. directors has no policy with respect to the separation of the offices of Chief Executive Officer and Chairman of the Board. Mr. Cohn is CO-CEO of Stone Canyon Industries LLC (SCI), a company he co-founded in September of 2014. this Report to be signed on its behalf by the undersigned, thereunto duly authorized. As amended, the portion of the long-term cash incentive that was time vested as of the completion of our IPO was paid as soon as practicable after the IPO. September30, 2019 reflect the aggregate grant date fair value of performance vested and time vested Profits Interests granted in the fiscal year ending September30, 2019. He joined OTPP in 2013 and has worked in private equity for more than 15 years. time vested Profits Interests would have vested if a Change in Control occurred within 180 days after the termination of his employment without Cause. Pursuant to employment arrangements and the terms of the long-term incentive awards, our NEOs were also entitled to cash severance and other benefits in the event of a The restricted shares and stock options received upon Morton produces salt for culinary, water softening, household, road deicing, food processing, chemical, pharmaceutical, and numerous other uses. IPO Cash Bonus and Long-Term Incentive Awards. Bennett Rosenthal, a director since 2013, is a liabilities which may arise under the Securities Act. Report this profile . Operating Manager IV, LLC, and the sole member of ACOF Operating Manager IV, LLC is Ares Management LLC. Officer of Masonite International Corporation and has served in that role since June 2019. 2014 to 2015 and as Vice President of Corporate Systems at American Express Co. from 2006 to 2010. cash or freely tradable and marketable securities. 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 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 . Last year, Bway was sold by Platinum Equity to Stone Canyon Industries LLC for $2.4 billion. Stone Canyon Industries Holdings LLC, Kissner Group Holdings minority owner and CEO Mark Demetree and affiliates closed on their acquisition of K+S Aktiengesellschaft's Americas salt business, including Morton Salt, for a previously disclosed purchase price of approximately $3.2 billion. Description. Profits Interests that were unvested at the time of our IPO were exchanged for For the year ended September30, 2020 prior to the Corporate Conversion, as a member-managed limited liability company, our business and granted 840 time vested Profits Interests and 840 performance vested Profits Interests on October11, 2018. Each of the members of the board of managers expressly disclaims beneficial ownership of our shares of stock owned by Ares IV. Stone Canyon Industries. In addition, Fitch has assigned a 'BB'/'RR1' rating to the company's senior secured ABL credit facility, 'BB-'/'RR2' rating to . ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934, For the fiscal year ended September30, 2020, TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934, For the transition period from Brands Inc., a leading global consumer goods company, from 2001 to 2006. a business must obtain an EIN. The Profits Interests No incentive stock option may be granted to any person who, at the time of the grant, owns or is deemed to own stock possessing more than 10% of our total combined voting power or that of any of our affiliates unless (i)the option Inc., Hangar, Inc., Jacuzzi Brands Corporation, Maidenform Brands, Inc., National Veterinary Associates, Inc. and Nortek, Inc. connection with the conversion of Profits Interests, as described under Post-IPO CompensationProfits Interests Conversion below. Shares subject to an award under the 2020 Plan that expires, is forfeited or is settled in Additionally, Mr.Ochoa is provided a long-term disability insurance policy funded by us that provides a monthly benefit of $20,000. Manufacturer of containers and packaging products intended to serve the product manufacturing industry. The shares of ClassA common stock that were issued in connection with the exchange are eligible to receive any ordinary cash dividend payments or other ordinary distributions. International LLC without Cause or by Mr.Singh for Good Reason, then any unvested portion of the long-term cash incentive immediately prior to such termination of employment will be treated as outstanding as of the Change in Control and will 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. Performance Targets and Fiscal Year sfidalgopereira@blg.com. Does not include outstanding RSUs which do not have an exercise price. Our board of directors may amend or terminate the 2020 Plan at any time, provided that no such amendment may materially The prohibited. The amounts shown in the All Other Compensation column for the year ended September30, 2020 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. Vice President and Chief Financial Officer of Tiffany and Co., a design and manufacturer of jewelry, watches and luxury accessories from April 2014. From time to time, our board of directors may International LLC which breach is not cured (to the extent curable) within 10 business days following written notice from CPG International LLC; or (vii)Mr.Ochoas death or disability in which he cannot perform the essential Management Committee. Mr.Ressler ClassB common stock issuable upon conversion of ClassA common stock or (ii)shares of ClassA common stock issuable upon conversion of ClassB common stock. 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 Performance vesting condition: The performance-vesting condition is satisfied on the occurrence of either described under Post-IPO CompensationProfits Interests Conversion below. Mauser Packaging Solutions General Information. One-half of such nominees is nominated by each of the Sponsors unless (i)if the number of 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 EXPLANATORY NOTE . YESNO. 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 percentage ownership information shown in the table is Messrs. Hammond, Lee and Pace no longer serve on the board of directors. Based on information provided by each director concerning his or her background, employment and affiliations, our board of directors has affirmatively determined that each of Gary Hendrickson, Sallie Bailey, Fumbi Chima, Howard Heckes, (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 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, -. expire at the annual meeting of stockholders to be held in 2021. 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. level of counsel to the management team, specifically with respect to the development of our commercial and retail strategy. adversely impair the rights of an award without the grantees consent. Our compensation committee is responsible for overseeing the management of risks relating to our executive compensation plans and arrangements. He has also dedicated a significant amount of time in guiding us in preparation for our IPO. options or SARs, the awards spread value. In connection with our IPO, we adopted a new director events subject to continued employment through the vesting date: When the aggregate Proceeds received by each of the Sponsors were at least 2.75 times its aggregate capital Includes 21,182 shares of ClassA common stock subject to options exercisable within 60 days of Each of the Ares Term. 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. See Narrative Disclosure to Summary Compensation TableLong-Term For information regarding this modification, see Note 13 to our Consolidated Financial Statements for the year ended year from the completion of our IPO. the University of Iowa. group other than an Excluded Entity, except in a Strategic Transaction; and. As per our records, the last return (form 5500-SF) was filed for year 2019. . His understanding of our business and broad experience led us to conclude that he should serve as a director on our board. written charter for the compensation committee which satisfies the applicable rules of the SEC and the listing standards of the NYSE. Age : 51. See Narrative Disclosure to Summary Compensation TableLong-Term IncentivesLong-Term Cash of September30, 2020. We have determined beneficial ownership in accordance with the rules of the SEC. The foregoing The Profits Interests, which were designed to align employees interests with the interests of the Partnership and its subsidiaries, Our A restricted stock award is an award of outstanding shares of our ClassA common stock that does not vest until a specified The administrator will determine the terms and conditions of dividend equivalent rights; however, in no event will such dividend equivalent rights be paid unless and until the award to which they relate vests. Stone Canyon Industries, LLC (www.stonecanyonllc.com) is a global industrial holding company based in Santa Monica, California with subsidiaries involved in consumer & retail, food & ingredients, industrial, technology & business services and transportation. directors to be nominated is odd, the Sponsors will jointly nominate one such director and each Sponsor will nominate one half of the remaining nominees, and (ii)if either Sponsor owns more than 5%, but less than or equal to 10%, of the Additionally, he is a graduate of the Institute of Corporate Directors. Mr.Rosenthals previous board of directors experience includes Dawn Holdings, The financial performance objectives and actual fiscal 2020 performance as determined for time to time in the ordinary course of business, primarily for the purchase of merchandise. The term of a SAR may not exceed 10 years from the date of grant. HSR Annual Reports; HSR Resources; Early Termination Updates on Twitter; Early Termination Updates by email; continue for two years following the termination of his employment for any reason. by Delaware law. Valuable research and technology reports. Each of Messrs. Hammond, Hirshorn, Klos, Qadri and Rosenthal is affiliated with one of our Sponsors and was Stone Canyon Industries Holdings LLC, Civil Action No. Jose Ochoa is currently serving as our President, Residential Segment. In connection with our IPO, we adopted the 2020 Plan described below. filer, smaller reporting company, or an emerging growth company. Public asset : 57,989 USD. leader in the development and manufacture of specialty films, from January 2015 to December 2016, where he led the U.S. and European businesses. 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. If the administrator 7262(b)) by the registered public accounting firm that prepared or issued its audit report. US-based holding company Stone Canyon Industries is reportedly planning to sell packaging company Mauser Packaging Solutions for up to $8bn. We believe that none of the transactions with such persons is significant enough to be considered material to such persons or to us. in cash, the amount paid will be equal to the in-the-money spread value, if any, of such awards). resignation for good reason, subject to compliance with any applicable restrictive covenants. CFA charterholder. compensation committee, and $10,000 for the chair of the nominating and governance committee, in each case paid quarterly in arrears; and. Securities 416.367.6749. approval. As Chief Information Officer of adidas AG, Ms.Chima developed mentoring opportunities for women in science, technology, engineering and "We are excited to move to the next stage of SCIH's acquisition of the iconic Morton Salt brand and the family of K+S Americas products," saidJames Fordyce, Co-Chairman and Co-CEO of SCIH. Ms.Bailey worked as the Vice President and Chief Financial Officer of Ferro Corporation, a global specialty materials company, from January 2007 to July 2010 following an eleven-year career at The Timken Company, a global producer of Company and of the Building Products segment. For each non-management director, the aggregate number of stock awards Our board of directors has adopted a written charter for the audit committee which satisfies the applicable rules of the SEC Shares subject to vested options or options that will vest within 60 days of January26, 2021 are deemed outstanding for purposes of calculating the percentage ownership of the person holding Need info on your own credit report? Change in Control to the extent that the performance criteria were met, as described in Narrative Disclosure to Summary Compensation TableLong-Term IncentivesProfits Interests above. The options will vest ratably over four years beginning on the first anniversary of the grant and have a the approval of such Sponsor, and the shares of common stock owned by such Sponsor will be excluded in calculating the 30% threshold: merging or consolidating with or into any other entity, or transferring all or substantially all of our assets, 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. relationship. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act. accordance with FASB ASC 718. Romeo Leemrijse, a director since November 2020, is Managing Director and Global Group Sector head at OTPP and has served in "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 . "Stone Canyon" means Defendant Stone Canyon Industries Holdings LLC, a Delaware limited corporation with its headquarters in Los Angeles, California, its successors and . Notwithstanding the foregoing, if either Sponsor at any time ceases to own more than 5% of the outstanding shares of our common stock, that 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 K+S considers itself a customer-focused, independent supplier of mineral products for the Agriculture, Industry, Consumers, and Communities segments. STONE CANYON INDUSTRIES INCORPORATED (British Columbia (Canada), . The firm prefers to invest in commercial products, commercial services, and manufacturing sectors. (7)handling such other matters that are specifically delegated to the committee by the board of directors from time to time. 100 shares of ClassB Common Stock, $0.001 par value per share, outstanding. risks facing our company, while our board of directors, as a whole and through its committees, has responsibility for the oversight of risk management. From 2017 to 2019, Mr.Heckes served as Chief Executive Officer of Energy Management Collaborative, a privately held company providing LED lighting and than those of the other two classes. 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. 130% of the target bonus attributable to this metric, which maximum is intended to reward exceptional performance. The term of a stock option may not exceed 10 years from the date of grant. that role since November 2013. In August 2018, MPS paid approximately $1 billion to . Business Services in the Private Capital group at OTPP. 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. Summary. effective as of May26, 2016, which continues until Mr.Singhs employment terminates. In more details. on June12, 2020. The acquisition further enhances SCIH's long-term, growth-oriented business model.". Our certificate of incorporation and bylaws provide that we will indemnify each of our directors and officers to the fullest extent permitted earned but unpaid bonus for the year prior to termination, (ii)all amounts accrued under any bonus, incentive or other plan and (iii)a prorated annual bonus for the year of termination based on actual performance and the number of days As discussed under Employee Benefits, each NEO is eligible to participate in certain health and welfare benefit programs. Under our 2020 Plan, no Since 2018, he has served as a member of the board of directors of Deckers Brands, Since it opened in 2014, the firm has invested in Draper James, a retail brand founded by actress Reese Witherspoon, and purchased . 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. 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 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. bonus in the amount of $250,000, a prorated portion of which was subject to repayment if Mr.Ochoa voluntarily terminated his employment with CPG International LLC, or if CPG International LLC terminated Mr.Ochoas employment for 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 For the NEOs, 75% of the fiscal year 2020 annual bonus payout was tied to financial performance relative to the will expire at the annual meeting of stockholders to be held in 2023. The proposed Final Judgment, filed at the same time as the . Includes 251,544 shares of ClassA common stock subject to options exercisable within 60 days of The NEOs participate in a variety of insurance plans, including medical and dental welfare benefits on the same basis as incorporation and bylaws and the Stockholders Agreement. Additionally, a discussion of the treatment of the Profits Interests in connection with our IPO is Our board of directors is taking and will continue to take all action necessary to comply with the NYSE rules within the applicable transition periods. Prior to joining us, Mr.Singh worked for 14 years at the 3M Company, a manufacturer and marketer of a range of products and services Summary Experience Insights & Events Beyond Our Walls Bar Admission & Education. Certification of Principal Executive Officer Pursuant to Rules, Certification of Principal Financial Officer Pursuant to Rules, Chief Executive Officer, President and Director, Senior Vice President and Chief Human Resources Officer, Senior Vice President of Strategy and Execution, Senior Vice President and Chief Legal Officer. Director within the Equities Division at OTPP and has served in that role since November 2020. received by each of the Sponsors resulted in an internal rate of return on its aggregate capital contributions, or IRR, that was equal to or greater than 25%. Cross-Northeastern Wisconsin. For Mr.Nicoletti, Cause generally 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 control over financial reporting under Section404(b) of the Sarbanes-Oxley Act (15 U.S.C. CPG International LLC entered into an employment agreement with Mr.Singh We refer to these 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 During his career at 3M, Mr.Singh was involved in running 3Ms worldwide, Under these rules, more than one person may be deemed beneficial owner of Mr.Leemrijse was previously a principal at EdgeStone Capital Partners, where he was responsible for sourcing and executing investments, as well as monitoring and The options awarded to each such holder were vested or unvested in the same proportion as the corresponding Profits Interests award was vested and 20200716: Stone Canyon Industries Holdings LLC; Kissner Co-Investment Holdings LP. taken as a whole, to another entity, or undertaking any transaction that would constitute a Change of Control as defined in our debt agreements; acquiring or disposing of assets, in a single transaction or a series of related transactions, or entering into The financial performance objectives and actual fiscal 2020 performance as determined for purposes of the annual incentive award to Includes 173,913 shares of ClassA common stock subject to options exercisable within 60 days of In the event of a change in control, the administrator may (i)provide for the assumption of or the issuance of substitute awards, Mr.Skelly has 20 years of strategy, mergers and acquisitions, analytics, integration and business development experience. Yonge Street, Toronto, Ontario M2M 4H5. 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. the year ended September30, 2020. restricted shares of ClassA common stock granted under our 2020 Plan, which remain eligible to vest generally pursuant to the same time-based and performance-based vesting conditions as the Profits Interests for which they were exchanged, as Mr.Kitchens background includes over 24 years of human resources experience in the manufacturing industry, most recently as Vice President of Human Resources for BWAY Corporation, a manufacturer of rigid metal, plastic, and hybrid
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