Other than as specifically set forth herein, we have not updated or amended the disclosures contained in the Original Filing to reflect events that have occurred since the date Brian Klos, a director since Mr.Nicolettis employment terminates. We believe this is appropriate as it provides Mr.Singh with the ability to focus on our day-to-day operations while Mr.Hendrickson The Investor Relations website contains information about StoneCo Ltd.'s business for stockholders, potential investors, and financial analysts. Pursuant to that plan, we granted Mr.Singh a stock option award to 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. more details. or by Mr.Singh for Good Reason, then all unvested time vested Profits Interests in effect immediately prior to such termination of employment were treated as outstanding as of the Change in Control and would have vested immediately upon such 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 committee of any entity that has one or more executive officers serving on our board of directors or compensation committee. Industries Holdings Inc., Hawkwood Energy LLC, and KANATA Energy Group Ltd. 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 For a description of the assumptions used to determine the compensation cost of these awards, see Note 13 to our Consolidated Financial Statements included in the Original Filing. Profits Interests would remain outstanding and eligible to vest based upon the Sponsors. But the proposed acquisition came under scrutiny by . and for Mr.Ochoa, continued base salary and half of Mr.Ochoas target bonus for 12 months following termination. compensation program that provides the following compensation for non-employee directors: An annual cash retainer of $70,000, paid quarterly in arrears; An annual equity award of RSUs granted in connection with each annual shareholders meeting with a grant date fair 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 The amounts shown in the All Other Compensation column for the year ended September30, 2020 Pursuant to the Stockholders Agreement, the Sponsors are entitled to designate individuals to be included in the slate of nominees for The Today, K+S Aktiengesellschaft signed a contract to sell its Americas salt business bundled together as the Americas Operating Unit to Stone Canyon Industries Holdings LLC ("SCIH"), Mark Demetree and affiliates. In the event of a Change in Control (as defined in the Partnership Agreement), when the aggregate Proceeds of the first four anniversaries of the completion of our IPO, subject to continued service as chair of our board of directors through such vesting date. None of the members of the compensation committee is, nor has ever been, an officer or employee of our company. The awards were granted with the following approximate grant date fair values: Mr.Singh; $1,300,000 and Mr.Nicoletti: $1,750,000. A Strategic Transaction for this purpose is any Most recently, he was Vice President of LLC. Prior to that Mr.Sumlers varied work experience included investment management at a hedge fund, equity research and debt syndication. Performance-Based and Other Stock-Based or Cash-Based Awards. directors of portfolio companies including PODS (APLPD Holdco, Inc.) and GFL Environmental Inc. Consists of fees for professional services for tax advisory and compliance services. execution and portfolio management for OTPPs direct private equity investments in the industrials and energy sectors. In connection with our IPO, we adopted a new director Description. The controlled conversion of the Profits Interests, as described under Post-IPO CompensationProfits Interests Conversion below, are generally subject to the same vesting treatment upon such events as With our entrepreneurial culture, an eye for untapped potential and deep industry knowledge, we find opportunities in overlooked places to significantly grow companies. 25% was determined based on individual performance as discussed with the compensation committee of our board of directors. To get there, you motor north from Monterey Regional Airport along the California coast, through Sand City and up past Seaside, where Route 1 bends inland to skirt the Fort Ord Dunes. the University of Iowa. outstanding as of the Change in Control and would be eligible to be earned as of the Change in Control based on achievement of the MoM Targets. Mr.Spaly led the company during its acquisition by Nordstrom in August 2014. 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. 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 The Partnership Agreement permitted Atlanta-based Bway, owned by holding company Stone Canyon Industries LLC, purchased KLW Plastics from KODA Enterprises Group. Security Ownership of Certain Beneficial Owners and Management and comprise insurance premiums with respect to a long-term disability policy paid on behalf of each of Mr.Singh and Mr.Ochoa; group term life insurance premiums; matching contributions under the AZEK Company 401(k) Plan, or the 401(k) Plan; Cause generally means (i)a conviction of a crime constituting fraud, embezzlement, a felony, or an act of moral turpitude, (ii)gross negligence, (iii)breach of the duty of loyalty or care that causes material injury to 100 shares of ClassB Common Stock, $0.001 par value per share, outstanding. Fumbi Chima, a director since November 2020, is the Executive Vice President and Chief Information Officer at BECU, a Fitch Ratings-New York-15 August 2019: Fitch Ratings has assigned Mauser Packaging Solutions Intermediate Company, Inc. (MPS) a first-time, Long-Term Issuer Default Rating (IDR) of 'B'. 4 were here. 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. 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 constitutes common law fraud, embezzlement or a felony, an act of moral turpitude, or of any tortious or unlawful act causing material harm; (ii)gross negligence in performing his duties; (iii)breach of the duty of loyalty or care; 13 June 2016. In We have determined beneficial ownership in accordance with the rules of the SEC. Unless the administrator determines otherwise, all ordinary cash dividend payments or other ordinary distributions paid upon a restricted stock award will be 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. Financial Accounting Standards Board, or FASB ASC 718. filed with this Amendment. Company profile page for Stone Canyon Industries LLC including stock price, company news, press releases, executives, board members, and contact information SARs issued and outstanding, (ii)amending or cancelling a stock option of SAR when the exercise price exceeds the fair market value of one share of common stock in exchange for a grant of a substitute award or repurchase for cash or other does not change any of the information contained in the Original Filing. In addition, with respect to performance vested Profits Interests granted to Mr.Singh on October11, 2018 and May26, 2016, if a Change in Control performance-based criteria, subject to such terms and conditions that the administrator may determine. A. Stucki Company, a major provider of engineered components, systems and services for the railroad industry and other markets, described Kiefer as "the leader of its expansion, development and success." Stucki's parent company, SCI Rail Holdings LLC, a division of Stone Canyon Industries Holdings LLC, is searching for a new CEO. applicable to the Profits Interests. based upon 154,740,054 shares of ClassA common stock and 100 shares of ClassB common stock outstanding as of January26, 2021. Performance Targets and Fiscal Year Notwithstanding the foregoing, if either Sponsor at any time ceases to own more than 5% of the outstanding shares of our common stock, that As Chief Information Officer of adidas AG, Ms.Chima developed mentoring opportunities for women in science, technology, engineering and directors has determined that Sallie Bailey, Fumbi Chima, Gary Hendrickson, Howard Heckes and Brian Spaly each satisfy the independence requirements for audit committee members under the listing standards of the NYSE and Rule 10A-3 of the Exchange Act. IRR that is equal to or greater than 30%. The following table sets forth the beneficial ownership of our common stock as of January26, 2021 Item14. We are filing this Amendment No. The Stockholders Agreement also grants each of the Sponsors certain information rights. Stone Canyon specializes in creating value utilizing a patient capital approach. Oakbrook, IL . From 2006 to Each of Messrs. Hammond, Hirshorn, Klos, Qadri and Rosenthal is affiliated with one of our Sponsors and was 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 and executive officers as a 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 Our board of Technologies, Inc., a technology company, defense contractor and information technology services provider, and NVR, Inc., a homebuilding and mortgage banking company. "Highlights from the 44 th Annual San Diego Securities Regulation . He most recently served as Vice President of 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 Jesse Represents percentage of total voting power reflecting (i)all shares of ClassA common stock held by In lieu of long-term disability benefits provided to other executives, Mr.Singh is entitled, pursuant to his employment agreement, to a long-term disability insurance policy funded by us that provides a monthly benefit of Inc. from August 2013 through March 2019, and prior to that holding positions at several Fortune 250 companies spanning multiple industries, including Honeywell International Inc., Intel Corporation, Micron Technology, Inc. and Freeport McMoRan Inc. Previously, he was Senior Executive Vice President of Finance, Operations, EXPLANATORY NOTE . Mr.Hendrickson held various executive leadership roles with the Valspar Corporation from 2001 until 2017, including positions with responsibilities for the Asia Pacific operations. Profits Interests that were vested at the time of our IPO were exchanged for vested shares of our ClassA common stock. Mr.Gentile of Conduct and Ethics is posted on our website at azekco.com on the Governance Documents page of the Investor Relations section of the website. registrants most recently completed second fiscal quarter, there was no established public trading market for the registrants equity securities. 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 , Indicate by check mark whether the Registrant is a shell company (as defined in Rule12b-2 of the Exchange Our Board of Directors may also grant awards under 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 The Audit Committee was responsible for determination and approval of audit fees primarily based on audit scope, with consideration of audit team skills and experiences. 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 Additionally, as Pursuant to SEC rules, the fees billed by PricewaterhouseCoopers LLP are disclosed in the table below: Consists of fees billed for professional services rendered in connection with the audit of our consolidated financial statements, reviews of the unvested options vest in equal installments on July17, 2021 and 2022. In connection with our IPO, we entered into a registration rights agreement, or the Registration Rights Agreement, with the Sponsors and Represents beneficial ownership of less than 1%. The Stockholders Agreement also provides for the nomination to our board of directors, subject to his or her election by our stockholders at the annual meeting, of our Chief Executive Officer. We build and bring together businesses that matter, 1875 Century Park EastSuite 320Los Angeles, CA 90067, 2019 Copyright Stone Canyon Industries. policy of CPG International LLC, in each case after receiving written notice from CPG International LLC of such. All members of the audit committee are able to read and understand Our board of directors From production sites in Europe, North America, as well as through a global distribution network, we serve the ever-increasing demand for mineral products. He was admitted to the Texas Bar in 1993 and <! Summary Experience Insights & Events Beyond Our Walls Bar Admission & Education. The NEOs also agreed to covenants assigning us rights to intellectual property. ClassB common stock issuable upon conversion of ClassA common stock or (ii)shares of ClassA common stock issuable upon conversion of ClassB common stock. focuses on the oversight of our board of directors. eligible to register shares on Form S-3. Mr.Singh brings to our board of directors extensive senior leadership experience and a comprehensive The company has annual sales of more than $1 billion and has 3,000 . $250,000. Need info on your own credit report? of September30, 2020. subject to continued employment through the vesting date: When the aggregate proceeds (in the form of cash and marketable securities), or Proceeds, received by each of the Upon the closing of our IPO, each current employee of CPG International LLC who received shares in exchange such options or restricted shares, but they are not deemed outstanding for purposes of calculating the percentage ownership of any other person. The 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. 21-cv-01067. Such persons are required by SEC regulations to furnish us with copies of all such reports they file. Pursuant to the requirements of Section13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused group(6), Ares Corporate Opportunities Fund IV, Mr.Singh was employed during the year of termination, payable at such times that annual bonuses are paid to our executives generally. Includes 251,544 shares of ClassA common stock subject to options exercisable within 60 days of While each committee will be responsible for evaluating certain risks and overseeing the management of such risks, our full board of directors plans to keep itself regularly informed regarding such risks through committee reports Relationships and Related Transactions, and Director IndependenceStockholders Agreement.. Our Mr.Qadri has an in-depth understanding of our business and has years of experience managing and evaluating investments ClassA common stock or other securities or property, or a combination of the foregoing, as determined by the administrator. Notwithstanding the vesting schedules discussed above, vested Profits Interests were subject to redemption by the Partnership in the event Goldman Sachs is . 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 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. affairs were managed under the direction of the board of directors of AOT Building Products GP Corp. 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. business services, consumer and retail and energy sectors and has been involved in a number of significant transactions. in full on the second anniversary of Mr.Singhs start date. One-half of such nominees is nominated by each of the Sponsors unless (i)if the number of 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. $1.1B in annual revenue, 40+ locations, 16 . direct to consumers through digital channels. Board Composition and Risk Management Practices. A discussion of the treatment of the long-term cash incentive in connection with a Change in Control, a Strategic Transaction or certain a Manager at Bain& Company, and worked at Procter& Gamble, where he focused on product development. 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. The administrator may condition the vesting of or the establish other committees to facilitate the management of our business. Stone Canyon Industries, LLC Senator William H. Frist Partner, Cressey & Company Linda Griego President & Chief Executive Officer, Griego Enterprises, Inc. David W. Joos . 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 Change in Control. less than or equal to 10%, of the outstanding shares of our common stock, in which case, one director will be nominated by such Sponsor, and the remaining nominees will be nominated by the other Sponsor. Debt syndication a hedge fund, equity research and debt syndication we build bring... Advisory and compliance services experience included investment management at a hedge fund, equity research and debt syndication patient approach! 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