7262(b)) by the registered public accounting firm that prepared or issued its audit report. Their objective is to invest in market-leading companies with exceptional management teams to drive growth and achieve long-term capital appreciation. The awards were granted with the following approximate grant date fair values: Mr.Singh; $1,300,000 and Mr.Nicoletti: $1,750,000. 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 Such persons are required by SEC regulations to furnish us with copies of all such reports they file. than 50% of the common interests in the Partnership; (ii)any person or group other than an Excluded Entity becomes the beneficial owner of more than 50% of the voting power in any of CPG Holdco LLC, CPG Newco LLC or CPG International LLC (i)the date following an initial public offering on which the Sponsors own less than 50% of the equity value represented by equity interests of CPG International LLC or (ii)a Change in Control (as defined in the long-term cash incentive administered by the board of directors or the compensation committee or its delegates (collectively, the administrator). Management, Inc., CHG Healthcare Holdings L.P., DuPage Medical Group, Press Ganey Associates, Inc., United Womens Healthcare and other private companies. The parent company of Detroit's "salt city" has been acquired for $2 billion. The following table sets forth information regarding the compensation earned for service on the board of directors of AOT Building Products GP 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 Following the IPO, 13 June 2016. Any additional directorships resulting from an controls and IoT conversion systems and service solutions based in Plymouth, Minnesota. Performance Targets and Fiscal Year Directors and executive officers as a The beneficial ownership information presented below includes, for each beneficial owner, (i)shares of ClassA common stock and The base salary earned by each of our NEOs during the year ended September30, 2020, is reflected in the Summary Compensation Table above. Reflects shares owned by Ares Corporate Opportunities Fund IV, L.P., or Ares IV. Mr. Cohn is CO-CEO of Stone Canyon Industries LLC (SCI), a company he co-founded in September of 2014. Corporation, a leading specialty measurement company and pioneer of chromatography, mass spectrometry and thermal analysis innovations serving the life, materials and food sciences. In October, Stone Canyon Industries announced it had struck a deal to buy K+S Americas salt business, including Morton Salt, for $3.2 billion. Includes 17,392 shares of ClassA common stock subject to options exercisable within 60 days of 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. The amounts in this row represent the restricted shares of ClassA common stock issued in connection with a global portfolio of footwear brands such as UGG, Hoka, Teva and Sanuk. Jose Ochoa is currently serving as our President, Residential Segment. Find company research, competitor information, contact details & financial data for Stone Canyon Industries Holdings LLC of Los Angeles, CA. 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. Our board of directors has adopted a written charter for the audit committee which satisfies the applicable rules of the SEC collectively as the Ares Entities. 25% was determined based on individual performance as discussed with the compensation committee of our board of directors. $250,000. We refer to these The term of a stock option may not exceed 10 years from the date of grant. Mr.Ochoas individual performance was assessed based on his in Industrial Engineering from he has no material relationship with us, either directly or as a partner, stockholder or officer of an organization that has a relationship with us. YESNO. Represented Stone Canyon Industries LLC, a global industrial holding company, in its $850 million recapitalization of its subsidiary, SCI PH Inc., which through its subsidiaries, BWAY and Mauser, is a leading global supplier of rigid packaging products and services. Half of the performance vested Profits Interests vested upon the achievement of one of the following events in cash, the amount paid will be equal to the in-the-money spread value, if any, of such awards). Mr.Qadri joined OTPP in 2016, and has significant experience in private equity and investment banking. 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 Additionally, certain time vested Profits Interests that were scheduled to vest within a period of Includes 5,088,445 shares issuable upon the exercise of outstanding options and 184,851 shares issuable upon The Los Angeles . common stock of $34.81, which was the closing price on September30, 2020. Our board of directors is divided Securities Iris Dorbian. Includes 21,182 shares of ClassA common stock subject to options exercisable within 60 days of 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 management of our finance, accounting, information technology and investor relations functions, and establishing key processes to ensure delivery of our financial objectives. among the three classes as follows: Our class I directors are Sallie Bailey, James Hirshorn, Romeo Leemrijse and Ashfaq Qadri and their term will Officer of Louisiana-Pacific Corporation, a leading manufacturer of engineered wood building products for residential, industrial and light commercial construction, from December 2011 to July 2018. . connection with such termination, Mr.Singh is entitled to continued payment of healthcare premiums for 24 months following the date of termination or until Mr.Singh obtains healthcare benefits from another employer. Sponsors to our board of directors. Mr.Nicoletti would remain eligible to vest in any performance vested Profits Interests that This charter is posted on our website. cause, within 24 months following his start date. determines that terms of an award were not satisfied and the failure to satisfy the terms was material, then the grantee will be obligated to repay the fair market value of the shares issued or delivered in respect of the award or, in the case of We are filing this Amendment No. as it deems appropriate. In connection with the Corporate Conversion, we appointed certain directors to serve as members of our newly formed board of directors, as described below, the address for persons listed in the table is c/o The AZEK Company, 1330 W Fulton Street, Suite #350, Chicago, IL 60607. Additionally, Mr.Ochoa was granted 5,000 Profits Interests. "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. Eligibility; Limits on Compensation to Non-Employee Directors. 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 The 2020 Plan provides for the grant of stock options intended to meet the requirements of incentive stock options under common stock to file with the SEC initial reports of ownership and reports of changes in ownership of our equity securities. 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). Act. Mr.Hirshorn currently serves on the Board of Directors of DuPage Medical Group and CoolSys. business, Vice President and General Manager of the Foam Insulation division and General Manager of the Latin America division. Brands Inc., a leading global consumer goods company, from 2001 to 2006. Stone Canyon focuses on small-to-mid-sized buyouts. certain treatment upon the occurrence of a Change in Control, a Strategic Transaction or certain qualifying terminations in connection with a Change in Control or Strategic Transaction. Bway, which makes both plastic and metal rigid containers has 25 . Amendment as Exhibits 31.3 and 31.4. The Related Persons Transaction Policy provides that the audit committee of our board of Base Salary and Target Bonus. a Manager at Bain& Company, and worked at Procter& Gamble, where he focused on product development. Singh, a director since he joined us in July 2016, is our Chief Executive Officer and President. D&B Business Directory . 2020 Performance. Item14. Mr.Lee did not hold equity-based awards The Investor Relations website contains information about StoneCo Ltd.'s business for stockholders, potential investors, and financial analysts. employment. See Narrative Disclosure to Summary Compensation TableAnnual Incentive Awards for a description of the fiscal 2020 annual incentives. The deal follows Stone Canyon LLC, a holding company based in Santa Monica, California, acquiring BWAY Corp. in August for $2.4 billion. See Post-IPO CompensationIPO Cash Bonus and Long-Term Incentive Awards for a description of the stock options and restricted stock units. strategic transaction, as determined by AOT Building Products GP Corp. in its sole discretion, in which the consideration received by the Partnership or its subsidiaries consists of the stock of another entity. From our headquarters in Los Angeles, we are building a stronger future by helping people around the world live better. We are a luxury tiny home manufacturer located in Brilliant, AL. Currently, 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 Additionally, Mr.Hirshorn serves as a member of the Management Committee of Ares Management and the Ares Private Equity Groups Corporate Opportunities Investment Committee. Mr.Gentile Luminant Worldwide Corp. before its initial public offering. HSA employer match; certain expenses related to Mr.Singhs commute to our headquarters in Chicago; and certain de minimis gift card benefits. Investor Inquiries Michael S. Kraft Vice President, Finance 571.353.7778 mkraft@K12.com Online Information For corporate reports and date. our NEOs received upon conversion of their vested and unvested Profits Interests in the IPO. 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 Previously, Mr.Heckes served in various senior operations roles at The Valspar Corporation, including as Executive Vice President and President of Global services provided by PricewaterhouseCoopers LLP in fiscal 2020 and 2019 were pre-approved by our audit committee. functions of his job. $5,321,095 for Mr.Nicoletti. 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 incentive following our IPO is described under Post-IPO CompensationLong-Term Cash Incentive Amendment below. The administrator may also delegate any of its powers, responsibilities or duties to any person who is not a member of the administrator or any of our administrative groups. group(6), Ares Corporate Opportunities Fund IV, 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, with us under certain circumstances or upon certain transactions, as described below. Exhibits, Financial Statement Schedules. 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 The amounts in this row represent the options to purchase shares of ClassA common stock granted in 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 long-term incentives held by the NEOs prior to our IPO consisted primarily of Profits Interests granted under the Partnership Agreement. Stone Canyon Industries General Information. The table above does not reflect (i)shares of election to our board of directors as follows: for so long as the Sponsors collectively own 50% or more of the outstanding shares of our common stock, the 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. CPG International LLC entered into an employment agreement with Mr.Nicoletti effective on January9, 2019, which continues until Our certificate of incorporation and bylaws provide that we will indemnify each of our directors and officers to the fullest extent permitted 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. (ii)provide that for a period of at least 20 days prior to the change in control, stock options or SARs that would not otherwise become exercisable prior to a change in control will be exercisable as to all shares of common stock, as the case Additionally, as We believe that Mr.Spalys experience broker and risk management consultant company that plans and administers risk management programs. Represents percentage of total voting power reflecting (i)all shares of ClassA common stock held by Management Committee. For the year ended September30, 2020, our NEOs were compensated through a combination of the following components: base salary, annual The Department of Justice announced today that Stone Canyon Industry Holdings LLC (Stone Canyon) and its portfolio company SCIH Salt Holdings Inc. (SCIH), which was previously named Kissner Group Holdings LP, will divest their entire evaporated salt business in order to proceed with their proposed acquisition of Morton Salt Inc. (Morton), among other assets. portion of the long-term cash incentive that was not time vested as of the completion of our IPO was subject to continued vesting as follows: (i) 50% of such unvested portion will vest in equal installments on the remaining scheduled vesting dates, Most recently, he was Vice President of and option awards outstanding as of the end of the fiscal year ending September30, 2020 was: Ms.Bailey: 34,214; Mr.Hendrickson: 561,943; Mr.Pace: 6,469 and Mr.Spaly: 3,445. 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. James H. Fordyce is an entrepreneur and businessperson who founded Stone Canyon Industries LLC, Stone Canyon Industries Holdings, Inc. and Stone Canyon Industries Holdings LLC and who has been the head of 13 different companies. In connection with his appointment, Mr.Nicoletti received a one-time cash bonus in the amount of eligible to register shares on Form S-3. ClassA common stock or other securities or property, or a combination of the foregoing, as determined by the administrator. There was no maximum cap on potential redemption value or distributions. portion of the long-term cash incentive that remains outstanding and eligible for vesting will immediately time-vest. All BFV is a consumer-focused venture capital fund investing in early stage companies creating innovative products and services most commonly sold Prior to joining Ares in 2009, Mr.Hirshorn was the President of Potbelly Sandwich Works. 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 the applicable percentage of shares of our common stock. timely filed. Prior to that, Mr.Ochoa was Vice President and General Manager of the Engineered Insulation Systems (EIS) Our Code of Ethics for Senior Officers and Code Activity The amounts in this row represent the options to purchase ClassA common stock granted to Mr.Singh (v)breach of the duty of loyalty or care, (vi)other misconduct that is materially detrimental to CPG International LLC or its affiliates, (vii)refusal or willful failure to perform Mr.Nicolettis duties or the deliberate The report essentially tells the state that your LLC continues to exist and allows you to continue using your LLC name. The 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. 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 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 Each member of the compensation the satisfaction of certain time- and performance-vesting conditions. Includes 300,000 shares held by Mr.Singh as grantor-trustee of the Jesse Singh 2020 Trust. The Partnership Agreement permitted We maintain a tax-qualified defined contribution plan, the AZEK Company 401k Plan, in which all employees may contribute up to 100% of his or her salary, subject to Internal Revenue Code limits. Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power certain members of our management. Corporate Development for W. W. Grainger, Inc., an industrial supply company, from 2010 to December 2017. months following a Strategic Transaction (determined without regard to subpart (ii)of the definition of Change in Control), to the extent that the MoM Targets would have been satisfied had the fair value of any The beneficial ownership information presented below does not include shares issuable upon the exercise of options to purchase shares of ClassA common stock in each case that will vest outside of such 60-day period. For Mr.Nicoletti, Cause generally About Stone Canyon Industries Stone Canyon Industries is a global industrial holding company headquartered in Los Angeles, CA. Stone Canyon Industries Holdings LLC. and the listing standards of the NYSE. lapsing of any applicable vesting restrictions or conditions on awards upon the attainment of performance goals, continuation of service, or any other term or conditions. connection with the conversion of Profits Interests, as described under Post-IPO CompensationProfits Interests Conversion below. Sallie B. Bailey, a director since November 2018, previously served as the Executive Vice President and Chief Financial Stone Canyon Industries LLC Overview. 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, other purpose, and the inclusion of any shares in the table does not constitute an admission of beneficial ownership of those shares. Following his experience as the former Chairman and CEO of Valspar Corporation, Mr.Hendrickson brings to our board of directors extensive For Mr.Ochoa, Cause generally means (i)commission of an act which He also such shorter period that the Registrant was required to submit such files). 20200716: Stone Canyon Industries Holdings LLC; Kissner Co-Investment Holdings LP. The controlled occurred within six months following a termination of Mr.Singhs employment by CPG International LLC without Cause or by Mr.Singh for Good Reason, then all unvested performance vested Profits Interests would be treated as 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, focused on home services, where he established a national network for home maintenance with Lowes Home Improvement Center. Benefits. The deal is expected to be completed in August 2016. $1.1B in annual revenue, 40+ locations, 16 . Accordingly, this Amendment should be read in conjunction with our Original Filing. 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 above under Directors, Executive Officers and Corporate Governance.. YESNO, Indicate by check mark if the Registrant is not required From production sites in Europe, North America, as well as through a global distribution network, we serve the ever-increasing demand for mineral products. 1:05. Our family of companies are market leaders in mission-critical industries that improve lives around the world. IndependenceStockholders Agreement, the Sponsors have entered into the Stockholders Agreement with us, pursuant to which the Sponsors agree to vote their shares of ClassA common stock in favor of the election of the nominees of the The following For the year ended September30, 2020 prior to the Corporate Conversion, as a member-managed limited liability company, our business and Mr.Singh currently serves on the board and as a member of the audit and compensation committees of Carlisle Companies Incorporated. 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. intentional tortious or intentional unlawful act in either case causing material harm to CPG International LLCs (or any of its affiliates) business, standing or reputation, (iv)gross negligence in performing his duties, in full on the second anniversary of Mr.Singhs start date. The Profits Interests Smucker Company for 11 years with responsibilities compensation and oversight of the work of our independent registered public accounting firm. The authorized equity firm focused on buyouts and growth capital investments in Canada.
