https://www.avient.com/sites/default/files/resources/PolyOne%2520Proxy%2520Statement%25202016.pdf
Lorraine Age: 70 Director Since: 2008 Retired Senior Vice President and Chief Financial Officer of Eastman Chemical Company, a specialty chemicals company.
Powell Age: 70 Director Since: 2008 Retired Chairman and Chief Executive Officer of National Starch and Chemical Company, a specialty chemicals company.
https://www.avient.com/sites/default/files/2022-08/Avient CDP_Climate_Change_Questionnaire_2022.pdf
Intensity figure 0.212534411 Metric numerator (Gross global combined Scope 1 and 2 emissions, metric tons CO2e) 104,134 Metric denominator Avient CDP Climate Change Questionnaire 2022 Friday, July 29, 2022 70 unit of production Metric denominator: Unit total 489,962 Scope 2 figure used Market-based % change from previous year 7.8 Direction of change Decreased Reason for change Our production decreased by 10% while our overall scope 1+2 emissions increased by 3%, leading to a 7.8% decrease of the intensity overall.
Avient continues to partner with EcoVadis to evaluate our prioritized suppliers. 70% of these suppliers reported a Silver rating or above in their overall scorecard evaluation.
https://www.avient.com/sites/default/files/resources/PolyOne%25202014%2520Annual%2520Report.pdf
Based on the current funded status of the plan, our pension asset investment allocation guidelines are to invest 60% to 70% in fixed income securities, 30% to 40% in equity securities and 0% to 10% in alternative investments and cash.
In response, Franklin-Burlington and approximately 70 other companies (collectively, the Cooperating Parties) agreed, pursuant to an Administrative Order of Consent with the USEPA, to assume responsibility for development of a RIFS of the lower Passaic River.
The expected volatility was determined based on the average weekly volatility for our common shares for the contractual life of the 70 POLYONE CORPORATION awards.
https://www.avient.com/sites/default/files/resources/PolyOne%25202017%2520Proxy%2520Statement.PDF
NOTICE OF 2017 ANNUALMEETING OF SHAREHOLDERS AND PROXY STATEMENT PolyOne Corporation TABLE OF CONTENTS MESSAGE FROM OUR CEO ............................................................................................................................................................................................i NOTICE OF 2017 ANNUAL MEETING OF SHAREHOLDERS..........................................................................................................................ii PROXY SUMMARY............................................................................................................................................................................................................1 PROXY STATEMENT .......................................................................................................................................................................................................5 PROPOSAL 1— ELECTION OF BOARD OF DIRECTORS .................................................................................................................................6 PROPOSAL 2— ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION .........................................11 PROPOSAL 3— ADVISORY VOTE TO APPROVE THE FREQUENCY OF FUTURE ADVISORY VOTES TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION .....................................................................................................12 PROPOSAL 4— APPROVAL OF THE POLYONE CORPORATION 2017 EQUITY AND INCENTIVE COMPENSATION PLAN .............................................................................................................................................................................13 PROPOSAL 5— RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM..................................................................................................................................................................................................................30 CORPORATE GOVERNANCE.....................................................................................................................................................................................33 2016 NON-EMPLOYEE DIRECTOR COMPENSATION....................................................................................................................................39 OWNERSHIP OF POLYONE SHARES.....................................................................................................................................................................41 COMPENSATION DISCUSSION AND ANALYSIS ...............................................................................................................................................43 Executive Summary....................................................................................................................................................................................43 Executive Compensation Philosophy and Objectives..................................................................................................................47 What We Pay and Why: Elements of Compensation ..................................................................................................................49 Other Aspects of Our Compensation Programs .............................................................................................................................55 EXECUTIVE COMPENSATION..................................................................................................................................................................................59 2016 Summary Compensation Table .................................................................................................................................................59 2016 Grants of Plan-Based Awards.....................................................................................................................................................62 Outstanding Equity Awards at 2016 Fiscal Year-End.................................................................................................................64 2016 Option Exercises and Stock Vested..........................................................................................................................................67 2016 Pension Benefits...............................................................................................................................................................................67 2016 Nonqualified Deferred Compensation ...................................................................................................................................68 Potential Payments Upon Termination or Change of Control .................................................................................................70 Compensation Committee Interlocks .................................................................................................................................................74 Policy on Related Person Transactions .............................................................................................................................................74 Risk Assessment of the Compensation Programs.........................................................................................................................74 Compensation Committee Report........................................................................................................................................................75 MISCELLANEOUS PROVISIONS...............................................................................................................................................................................76 APPENDIX A...................................................................................................................................................................................................................A-1 APPENDIX B...................................................................................................................................................................................................................B-1 MESSAGE FROM OUR CEO March 31, 2017 Dear Fellow Shareholder: You are cordially invited to attend the PolyOne Corporation Annual Meeting of Shareholders (the “Annual Meeting”), which will be held at 9:00 a.m. on Thursday, May 11, 2017, at PolyOne Corporation’s corporate headquarters located at PolyOne Center, 33587Walker Road, Avon Lake, Ohio 44012.
Measure 2015 2016 Change Revenue $3,378 $3,340 -1% Workingg Capital as a Percentagge of Sales 9.7% 10.4% -70 bps Stock Price Per Share(1) $31.76 $32.04 1% Earnings Per Share $1.63 $1.95 20% Adjusted Earnings Per Share(2) $1.96 $2.13 9% Operating Income $250.9 $281.9 12% Adjusted Operating Income(2) $322 $317 -2% (1) Represents our closing stock price on the last trading day of the applicable fiscal year. (2) Adjusted earnings per share and adjusted operating income forff consolidated PolyOne reported in this proxy statement differ from what is reported under United States GAAP.
In 2011, the Compensation Committee eliminated the tax gross-up benefitff for so called “excess parachute payments” under Code Section 280G from the Continuity Agreements provided to 70 EXECUTIVE COMPENSATION Named Executives Offiff cers who were hired in or who had Continuity Agreements amended in 2011 and thereafter.
https://www.avient.com/sites/default/files/resources/PolyOne%25202013%2520Annual%2520Report.pdf
Based on the current funded status of the plan, our pension asset investment allocation guidelines are to invest 70% to 80% in fixed income securities, 20% to 30% in equity securities and 0% to 10% in alternative investments and cash.
In response, Franklin-Burlington and approximately 70 other companies (collectively, the Cooperating Parties) agreed, pursuant to an Administrative Order of Consent with the USEPA, to assume responsibility for development of a RIFS of the Lower Passaic River.
As of December 31, 2013 and 2012, we had accrued $3.0 million and $2.3 million for interest and penalties, respectively. 70 POLYONE CORPORATION Although the timing and outcome of tax settlements are uncertain, it is reasonably possible that during the next 12 months a reduction in unrecognized tax benefits may occur up to $3.8 million based on the outcome of tax examinations and as a result of the expiration of various statues of limitations.
https://www.avient.com/sites/default/files/resources/PolyOne%25202016%2520Annual%2520Report%2520Web.pdf
Based on the current funded status of the plan, our pension asset investment allocation guidelines are to invest 70% to 80% in fixed income securities and 20% to 30% in equity securities.
In response, Franklin-Burlington and approximately 70 other companies (collectively, the Cooperating Parties) agreed, pursuant to an Administrative Order on Consent (AOC) with the USEPA, to assume responsibility for development of a RIFS of the lower Passaic River Study Area.
https://www.avient.com/sites/default/files/2021-08/avient-cdp-climate-change-questionnaire-2021.pdf
Heating value MWh from renewable sources MWh from non- renewable sources Total (renewable and non- renewable) MWh Consumption of fuel (excluding feedstock) HHV (higher heating value) 0 99,323 99,323 Avient CDP Climate Change Questionnaire 2021 Tuesday, August 3, 2021 70 Consumption of purchased or acquired electricity 126,472 202,357 328,829 Consumption of self- generated non-fuel renewable energy 2,904 2,904 Total energy consumption 129,375 301,681 431,056 C-CH8.2a (C-CH8.2a) Report your organization’s energy consumption totals (excluding feedstocks) for chemical production activities in MWh.
https://www.avient.com/sites/default/files/2023-03/Avient Annual Report 2022.pdf
Ahrensburg, Germany 70.
LLC, as joint-lead arrangers and joint-book managers, Jefferies Finance LLC, KeyBanc Capital Markets Inc. and SunTrust Robinson Humphrey, Inc., as co-managers, and several other commercial lending institutions that are parties thereto (incorporated by reference to Exhibit 10.6 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, SEC File No. 1-16091) 10.4 Amendment Agreement No. 1 to the Credit Agreement, dated as of June 15, 2016, among the Company, certain subsidiaries of the Company, Citibank, N.A., as administrative agent, and the additional lender party thereto (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30. 2016, SEC File No. 16091) 69 AVIENT CORPORATION 10.5 Amendment Agreement No. 2, dated August 3, 2016, by and among PolyOne Corporation, the subsidiaries of PolyOne Corporation party thereto, Citibank, N.A, as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 5, 2016, SEC File No. 1-16091) 10.6 Amendment Agreement No. 3, dated January 24, 2017, by and among PolyOne Corporation, the subsidiaries of PolyOne Corporation party thereto, Citibank, N.A., as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, SEC File No. 1-16091) 10.7 Amendment Agreement No. 4, dated August 15, 2017, by and among PolyOne Corporation, the subsidiaries of PolyOne Corporation party thereto, Citibank, N.A., as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, SEC File No. 1-16091) 10.8 Amendment Agreement No. 5, dated April 11, 2018, by and among PolyOne Corporation, the subsidiaries of PolyOne Corporation party thereto, Citibank, N.A., as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018, SEC File No. 1-16091) 10.9 Amendment Agreement No. 6, dated November 9, 2018, by and among PolyOne Corporation, the subsidiaries of PolyOne Corporation party thereto, Citibank, N.A, as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 13, 2018, SEC File No. 1-16091) 10.10+ Amendment Agreement No. 7, dated as of August 29, 2022, by and among Avient Corporation, the lenders party thereto and Citibank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on September 1, 2022, SEC File No. 1-16091) 10.11+ Amended and Restated Avient Corporation 2010 Equity and Performance Incentive Plan (incorporated by reference to Appendix B to the Company’s definitive proxy statement on Schedule 14A filed on April 3, 2015, SEC File No. 1-16091) 10.12+ First Amendment to the Avient Supplemental Retirement Benefit Plan (As Amended and Restated Effective January 1, 2014), dated as of March 16, 2016; Amendment No. 2 to the Avient Supplemental Retirement Benefit Plan (As Amended and Restated Effective January 1, 2014), dated as of December 19, 2018; and Amendment No. 3 to the Avient Supplemental Retirement Benefit Plan (As Amended and Restated Effective January 1, 2014), dated as of April 18, 2019 (incorporated by reference to Exhibit 4.5 to the Company's Registration Statement on Form S-8, filed on May 6, 2019, SEC File No. 333-231236) 10.13+ Avient 2017 Equity and Incentive Compensation Plan (incorporated by reference to Appendix B to the Company's definitive proxy statement on Schedule 14A filed on March 31, 2017, SEC File No. 1-16091) 10.14+ Avient Corporation Deferred Compensation Plan for Non-Employee Directors (As Amended and Restated Effective July 15, 2021) (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, SEC File No. 1-16091) 10.15+ Form of Management Continuity Agreement for Executive Officers prior to 2011 (incorporated by reference to Exhibit 10.13 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007, SEC File No. 1-16091) 10.16+ Form of Management Continuity Agreement for Executive Officers after 2011 (incorporated by reference to Exhibit 10.12 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013, SEC File No. 1-16091) 10.17+** Schedule of Executive Officers with Management Continuity Agreements 10.18+ Avient Supplemental Retirement Benefit Plan (As Amended and Restated Effective January 1, 2014) (incorporated by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013, SEC file No. 1-16091) 10.19 Assumption of Liabilities and Indemnification Agreement, dated March 1, 1993, amended and restated by Amended and Restated Assumption of Liabilities and Indemnification Agreement, dated April 27, 1993 (incorporated by reference to Exhibit 10.14 to The Geon Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1996, SEC File No. 1-11804) 10.20+ Executive Severance Plan, as amended and restated effective May 15, 2014 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, SEC File No. 1-16091) 10.21+ Form of 2013 Award Agreement under the Avient Corporation 2010 Equity and Performance Incentive Plan, as amended (incorporated by reference to Exhibit 10.27 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013, SEC File No. 1-16091) 10.22+ Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 5, 2006, SEC File No. 1-16091) 10.23+ Form of 2014 Award Agreement under the Avient Corporation 2010 Equity and Performance Incentive Plan, as amended (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, SEC File No. 1-16091) 10.24+ Avient Corporation 2020 Equity and Incentive Compensation Plan (incorporated by reference to Appendix B to the Company’s definitive proxy statement on Schedule 14A filed on March 30, 2020, SEC File No. 1-16091). 10.25+ Form of 2021 Award Agreement under the Avient Corporation 2020 Equity and Incentive Compensation Plan (incorporated by reference to Exhibit 10.25 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, SEC File No. 1-16091) 70 AVIENT CORPORATION Exhibit No.
https://www.avient.com/sites/default/files/resources/PolyOne%25202011%2520Annual%2520Report.pdf
Based on the current funded status of the plan, our pension asset investment allocation guidelines are to invest 70% to 85% in equity securities, 10% to 20% in fixed income securities, and 0% to 10% in alternative investments.
Options granted generally became exercisable at the rate of 35% after one year, 70% after two years and 100% after three years.
https://www.avient.com/sites/default/files/2022-03/Avient 2021 Annual Report.pdf
Tossiat, France 70.
LLC, as joint-lead arrangers and joint-book managers, Jefferies Finance LLC, KeyBanc Capital Markets Inc. and SunTrust Robinson Humphrey, Inc., as co-managers, and several other commercial lending institutions that are parties thereto (incorporated by reference to Exhibit 10.6 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, SEC File No. 1-16091) 10.4 Amendment Agreement No. 1 to the Credit Agreement, dated as of June 15, 2016, among the Company, certain subsidiaries of the Company, Citibank, N.A., as administrative agent, and the additional lender party thereto (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30. 2016, SEC File No. 16091) 10.5 Amendment Agreement No. 2, dated August 3, 2016, by and among PolyOne Corporation, the subsidiaries of PolyOne Corporation party thereto, Citibank, N.A, as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 5, 2016, SEC File No. 1-16091) 10.6 Amendment Agreement No. 3, dated January 24, 2017, by and among PolyOne Corporation, the subsidiaries of PolyOne Corporation party thereto, Citibank, N.A., as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, SEC File No. 1-16091) 10.7 Amendment Agreement No. 4, dated August 15, 2017, by and among PolyOne Corporation, the subsidiaries of PolyOne Corporation party thereto, Citibank, N.A., as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, SEC File No. 1-16091) 70 AVIENT CORPORATION 10.8 Amendment Agreement No. 5, dated April 11, 2018, by and among PolyOne Corporation, the subsidiaries of PolyOne Corporation party thereto, Citibank, N.A., as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018, SEC File No. 1-16091) 10.9 Amendment Agreement No. 6, dated November 9, 2018, by and among PolyOne Corporation, the subsidiaries of PolyOne Corporation party thereto, Citibank, N.A, as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 13, 2018, SEC File No. 1-16091) 10.10+ Amended and Restated Avient Corporation 2010 Equity and Performance Incentive Plan (incorporated by reference to Appendix B to the Company’s definitive proxy statement on Schedule 14A filed on April 3, 2015, SEC File No. 1-16091) 10.11+ First Amendment to the Avient Supplemental Retirement Benefit Plan (As Amended and Restated Effective January 1, 2014), dated as of March 16, 2016; Amendment No. 2 to the Avient Supplemental Retirement Benefit Plan (As Amended and Restated Effective January 1, 2014), dated as of December 19, 2018; and Amendment No. 3 to the Avient Supplemental Retirement Benefit Plan (As Amended and Restated Effective January 1, 2014), dated as of April 18, 2019 (incorporated by reference to Exhibit 4.5 to the Company's Registration Statement on Form S-8, filed on May 6, 2019, SEC File No. 333-231236) 10.12+ Avient 2017 Equity and Incentive Compensation Plan (incorporated by reference to Appendix B to the Company's definitive proxy statement on Schedule 14A filed on March 31, 2017, SEC File No. 1-16091) 10.13+ Avient Corporation Deferred Compensation Plan for Non-Employee Directors (As Amended and Restated Effective July 15, 2021) (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, SEC File No. 1-16091) 10.14+ Form of Management Continuity Agreement for Executive Officers prior to 2011 (incorporated by reference to Exhibit 10.13 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007, SEC File No. 1-16091) 10.15+ Form of Management Continuity Agreement for Executive Officers after 2011 (incorporated by reference to Exhibit 10.12 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013, SEC File No. 1-16091) 10.16+** Schedule of Executive Officers with Management Continuity Agreements 10.17+ Avient Supplemental Retirement Benefit Plan (As Amended and Restated Effective January 1, 2014) (incorporated by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013, SEC file No. 1-16091) 10.18 Assumption of Liabilities and Indemnification Agreement, dated March 1, 1993, amended and restated by Amended and Restated Assumption of Liabilities and Indemnification Agreement, dated April 27, 1993 (incorporated by reference to Exhibit 10.14 to The Geon Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1996, SEC File No. 1-11804) 10.19+ Executive Severance Plan, as amended and restated effective May 15, 2014 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, SEC File No. 1-16091) 10.20+ Form of 2012 Award Agreement under the Avient Corporation 2010 Equity and Performance Incentive Plan, as amended (incorporated by reference to Exhibit 10.38 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012, SEC File No. 1-16091) 10.21+ Form of 2013 Award Agreement under the Avient Corporation 2010 Equity and Performance Incentive Plan, as amended (incorporated by reference to Exhibit 10.27 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013, SEC File No. 1-16091) 10.22+ Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 5, 2006, SEC File No. 1-16091) 10.23+ Form of 2014 Award Agreement under the Avient Corporation 2010 Equity and Performance Incentive Plan, as amended (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, SEC File No. 1-16091) 10.24+ Avient Corporation 2020 Equity and Incentive Compensation Plan (incorporated by reference to Appendix B to the Company’s definitive proxy statement on Schedule 14A filed on March 30, 2020, SEC File No. 1-16091). 10.25+ Form of 2021 Award Agreement under the Avient Corporation 2020 Equity and Incentive Compensation Plan (incorporated by reference to Exhibit 10.25 to the Company’s Annual Report on Form 10-K for the fiscal year ended 2020, SEC File No. 1-16091) 10.26+** Form of 2022 Award Agreement under the Avient Corporation 2020 Equity and Incentive Compensation Plan 71 AVIENT CORPORATION Exhibit No.