UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): January 4, 2006
PolyOne Corporation
(Exact Name of Registrant as Specified in Charter)
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| Ohio
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1-16091
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34-1730488 |
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(State or Other Jurisdiction
of Incorporation)
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(Commission File No.)
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(I.R.S. Employer
Identification No.) |
PolyOne Center, 33587 Walker Rd.
Avon Lake, Ohio 44012
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code:
(440) 930-1000
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| (Former Name or Former Address, if Changed Since Last Report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On January 4, 2006, PolyOne Corporation’s Compensation and Governance Committee of the Board
of Directors approved awards of Stock Appreciation Rights and Performance Units under PolyOne’s
2005 Equity and Performance Incentive Plan to certain key employees of PolyOne, including the
executive officers. Pursuant to such approval, PolyOne granted the following awards to the
executive officers of PolyOne:
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Number of Targeted |
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Performance Units ($) |
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Number of Stock |
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(assumes 100% attainment of |
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Appreciation Rights |
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performance goals) |
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V. Lance Mitchell |
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48,600 |
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$ |
228,500 |
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Michael L. Rademacher |
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42,300 |
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$ |
198,800 |
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Robert M. Rosenau |
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35,700 |
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$ |
167,500 |
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Wendy C. Shiba |
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48,000 |
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226,000 |
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Kenneth M. Smith |
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44,700 |
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209,700 |
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W. David Wilson |
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63,000 |
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$ |
296,200 |
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Stock Appreciation Rights have a term of seven years and a base price equal to the fair market
value of PolyOne’s Common Shares on the date of the award. Stock Appreciation Rights vest in 1/3
increments when the market price per share of PolyOne’s Common Shares for three consecutive days
reaches $7.50, $8.50 and $10.00, respectively, provided that they will not vest earlier than one
year after the date of grant. Upon exercise, Stock Appreciation Rights will be settled in PolyOne
Common Shares.
Performance Units are earned based upon the achievement, over a three-year period, of
equally-weighted performance goals relating to cash flow, return on invested capital and
debt/EBITDA ratio. Performance Units are denominated, and pay out, solely in cash. PolyOne will
enter into award agreements with each of the executive officers named above for the Stock
Appreciation Rights and Performance Units.