MYE Myers Industries Inc

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1293 South Main Street — Akron, Ohio 44301

March 26, 2021

Dear Fellow Shareholders,

It is a privilege to work on behalf of Myers Industries’ shareholders as its Chairman of the Board. I am writing to update you on our work throughout the past year.

When I wrote you last March, Mike McGaugh had just joined Myers as our new CEO. Despite the enormously difficult business and human circumstances posed by the worldwide COVID pandemic, Mike has performed admirably.

The Board is unanimously aligned with Mike’s strategic vision, which was publicly unveiled in October. Our goal is to grow Myers, both organically via commercial excellence and through M&A by pursuing bolt-on acquisitions in value-added plastics. To that end, in November, we purchased Elkhart Plastics, our first significant acquisition in some time. Thanks to Jack Welter and his team at Elkhart and the Myers integration group, we are confident this will be an accretive acquisition, representing the type of transaction we want to duplicate.

As part of our strategic vision, we have made tangible progress toward our goal of integrating the company’s various divisions into “One Myers.” This internal integration is well underway. Our divisions are coming together as one – they are thinking and acting like a single, larger, integrated company. As a result, our commercial opportunities have grown remarkably. For example, we can now bring blow molding solutions to our legacy rotational molding customers, and vice-versa. Because of our “One Myers” focus, we are now in the unique position of having technological and commercial strength in each of the major plastic molding technologies. This repositioning of Myers’ strategy has been invigorating to our customers and employees.

In addition to commercial advantages presented by One Myers, the company has also benefitted from the scale and capability of a larger firm. Our compensation system, for instance, now has just one program for short-term incentive compensation rather than sixteen (all aligned to a single metric), even as the number of participants has increased. For long-term incentive compensation, shareholder returns are being added to our program this year, which will align management with shareholders.

We welcomed Sonal Robinson to Myers as our new CFO last month. She enjoyed a long and distinguished career at The J.M. Smucker Company where she helped grow the firm’s revenue from $500 million to more than $7 billion during her 27-year tenure. Sonal has robust experience growing a company through value-creating acquisitions. We believe Sonal’s experiences and background are well suited to help drive the growth strategy put in place by the Myers leadership team.

Despite the “Zoom environment” that became commonplace for everyone for much of last year, the board was fully engaged during 2020. There were nine board meetings and a total of fourteen committee meetings.

We are also pleased to welcome highly accomplished new Directors to the boardroom. Yvette Dapremont Bright and Jeff Kramer joined our Board in February. Yvette is a current director and former Chief Operating Officer of Independence Health. Jeff is currently CEO of Schweitzer-Mauduit International. At this year’s annual meeting, Bill Sandbrook is nominated for election as a new Director. Bill is currently Chairman of US Concrete, and served as that company’s CEO until last year. We believe all three bring unique and valuable skill sets to the boardroom. Meanwhile, Jane Scaccetti has decided to pursue other professional endeavors and will not be standing for reelection. Jane did an outstanding job as our Audit Chair and we thank her for her service.

Succeeding Jane as Audit Chair will be Lori Lutey. In accordance with our age guidelines for Committee Chairs, Bruce Lisman will be stepping down as Chair of the Corporate Governance and Nominating Committee, to be replaced by the current Compensation and Management Development Committee Chair Sarah Coffin and that committee will now be Chaired by Ron DeFeo.

We thank Bruce for his efforts as Governance Chair, and fortunately will continue to benefit from his wisdom as a Director. Bruce has continued to emphasize training sessions for the board. This past year, we had an education session on plastics and met with an expert about governance matters.

The board has proactively instituted proxy access, and at this year’s annual meeting will be asking shareholders to vote on instituting “majority voting.” We believe these measures are all “pro-shareholder,” making the board and management more accountable to shareholders.

With regard to Environmental, Social, and Governance (ESG) Matters, director Bill Foley has been asked to lead our board’s effort on oversight of this topic. Bill will be working closely with Andrean Horton, our Executive Vice President and Chief Legal Officer, and Monica Vinay, our Vice President of Investor Relations and Treasurer, in developing Myers’ ESG strategies, which is overseen by the board. We recognize the importance of sustainability, a diverse workforce, and a commitment to our communities. In October, Myers became a member of the Alliance to End Plastic Waste, a global coalition focused on the removal of plastic waste from the environment. Our proxy statement further explains our initial activities in ESG. As we continue to develop and implement a comprehensive ESG strategy, we are convinced it will enhance Myers’ value to all its constituents. In particular, we are in the process of redoubling our efforts to communicate the significantly positive story of Myers Industries. Across the Material Handling portfolio, Myers sells sustainable, durable and re-useable containers that are manufactured with recycled plastic. We believe our business has a positive impact on the environment and we are in the process of communicating this point to our stakeholder groups.

For the fifth consecutive year, we reached out to all shareholders owning more than 1% of Myers’ outstanding shares, offering to meet on governance matters. We contacted shareholders representing about seventy-five percent of total outstanding shares. We were gratified by the results of the “say on pay” vote at last year’s annual meeting, with more than 98% of the total shares voting in favor of the proposal.

During 2020, the total return (including dividends) for Myers’ stock was +29.3%, compared to +18.4% for the S&P 500. Although we are gratified by that result and remain confident about the long-term prospects for the company, as I wrote last year, we do not believe that any single year is an appropriate gauge of long-term performance.

As always, we welcome feedback from our shareholders. Shareholders may send communication by email to governance@myersind.com or by mail or courier delivery addressed as follows: Board of Directors (or Committee Chair, Board Member, or Non-Management Directors, as the case may require), c/o Chief Legal Officer and Secretary, Myers Industries, Inc. 1293 Main Street South, Akron, Ohio, 44301, as outlined more completely in our Communication Procedures for Interested Parties and Shareholders available on the Company’s website, www.myersindustries.com.

Your board remains very active and engaged, and we begin 2021 firmly committed to building long-term shareholder value at Myers. We thank you for your support of the Company and your continued confidence in our efforts on your behalf.

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Dear Shareholders,

The Board of Directors of Myers Industries, Inc. (“Myers Industries” or the “Company”) has fixed the close of business on March 5, 2021, as the record date for the determination of shareholders entitled to notice of and to vote at the Annual Meeting of Shareholders to be held on April 29, 2021 (the “Annual Meeting”). This Proxy Statement, together with the related proxy card and our 2020 Annual Report to Shareholders, is being mailed to our shareholders on or about March 26, 2021. To be sure that your shares are properly represented at the Annual Meeting, whether or not you intend to attend the Annual Meeting via live webcast or in person, please complete and return the enclosed proxy card, or follow the instructions to vote by telephone or internet, as soon as possible.

If you have any questions or need assistance in voting your shares, please contact our Investor Relations Department at (330) 761-6212.

Akron, Ohio

March 26, 2021

PROXY STATEMENT SUMMARY(CONTINUED)

Fiscal 2020 marked the beginning of a transformation for Myers Industries:

The Company uses certain non-GAAP measures in this proxy statement. Adjusted gross margin, adjusted operating income, and adjusted EBITDA are non-GAAP financial measures and are intended to serve as a supplement to results provided in accordance with accounting principles generally accepted in the United States. Myers Industries believes that such information provides an additional measurement and consistent historical comparison of the Company’s performance. A reconciliation of the non-GAAP financial measures to the most directly comparable GAAP measures is available in Appendix A to this proxy statement.

At Myers Industries, protecting the health and safety of our team members, our families and our communities is of the upmost importance to us. We took early and aggressive action to help prevent the spread of the virus in our workplaces. At the same time, we continued to address the ongoing needs of our business so that we could continue to provide our customers with the essential products they require.

We acted quickly at the onset of the pandemic and took multiple measures to promote safety in our facilities and protect our team members, including the implementation of:

We continue to address the needs of the organization to ensure safety of our team members and are monitoring the progress on the distribution of the respective vaccines.

In addition to our investments in our team members’ safety, we’ve provided financial support to a hunger relief organization with a nationwide network of food banks. These donations help families within our local communities facing food insecurity and hunger in the wake of the pandemic get the food they need.

Myers Industries’ commitment to sound corporate governance practices has been illustrated through a number of positive actions taken over recent years. We firmly believe that sound corporate governance is in the best interests of our shareholders and strengthens accountability within the organization. The following is a summary of our current sound governance practices:

PROXY STATEMENT SUMMARY(CONTINUED)

Myers Industries has an experienced and effective Board focused on shareholder value creation. The Board is proposed to be comprised of 11 members, all of whom other than Mr. McGaugh are independent. The charts below highlight the nominated Board’s composition and experience.

 

 

PROXY STATEMENT SUMMARY(CONTINUED)

One of our key priorities is conducting robust engagement with our shareholders in order to provide transparency into our business and determine which issues are important to our shareholders. Participants in our engagement programs include executive management, members of the Board and Investor Relations personnel. Our methods of engagement include:

We believe engaging in shareholder outreach is an important element of strong corporate governance. In 2020, in continuation of the Company’s shareholder outreach efforts that began in 2016, members of our Board and executive management acted on this belief and contacted the top 15 shareholders who own 1% or greater of outstanding shares and represent collectively approximately 76% of total shares outstanding. Focus areas included:

The Company values the input received from these discussions with shareholders. Following these conversations, the Company has continued to emphasize the importance of safety in our operations and has continued its focus on enhancing sustainable business practices and incorporating environmental consciousness throughout our operations. Additionally, the Compensation and Management Development Committee of the Company (“Compensation Committee”) regularly evaluates the Company’s compensation programs and considers shareholder input as part of their evaluation.

At any time during the year shareholders may access our Annual Report, Proxy Statement, financial presentations, and corporate governance guidelines at www.myersindustries.com.

Shareholders may contact any director, committee of the board, non-management director or the Board through the following:

via U.S. Mail at:

Myers Industries, Inc.

c/o Secretary

1293 South Main Street

Akron, Ohio 44301

via e-mail at:

governance@myersind.com

A toll-free hotline has also been established if an interested party wishes to contact a director, a committee of the Board, a non-management director or the Board by phone. The number is (877) 285-4145 and is available worldwide 24 hours a day, seven days a week.

PROXY STATEMENT SUMMARY(CONTINUED)

PROXY STATEMENT SUMMARY(CONTINUED)

 

The Board is committed to maintaining sound corporate governance and a compensation structure that promotes the best interests of our shareholders.

The Company has adopted “Corporate Governance Guidelines” and a “Code of Business Conduct and Ethics” for the Company’s directors, officers and employees. Each of our corporate governance policies is available on the “Corporate Governance” page accessed from the “Investor Relations” page of our website at www.myersindustries.com.

We consider the opinions expressed by shareholders through their votes, periodic meetings and other communications and believe that shareholder engagement leads to enhanced governance practices. In 2016, we implemented a proactive investor outreach program which includes contacting shareholders who own 1% or more of our outstanding shares. In 2020, the Company and members of the Board continued to conduct considerable shareholder outreach, through which we requested input from our 15 largest institutional investors and other shareholders collectively holding approximately 76% of our outstanding shares. Following this outreach, we received feedback and questions on additional corporate governance matters, further changes to management, and other items of shareholder interest. We value shareholder views and insights and expect to continue to dialogue with our shareholders.

In accordance with best governance practices, all of our directors are elected annually.

In 2020, the Company added Section 13 to Article I of our Regulations to include proxy access provisions for certain shareholder nominations of directors. Consistent with current best practices, the provision provides proxy access for certain director nominations (i) of up to the greater of two persons or 20% of the number of directors on our current Board, (ii) by a shareholder or by a group of not more than 20 shareholders, (iii) owning at least three percent of the outstanding shares of common stock of the Company continuously for at least three years, (iv) pursuant to notice received no earlier than 120 days and no later than 90 days before the anniversary of the previous year’s Annual Meeting of Shareholders, and (v) containing information required by Section 13.

The Company has adopted a policy that the maximum number of public company boards on which a non-CEO director may sit is five (including our Board) and the maximum number of public company boards on which a CEO director may sit is three (including our Board).

The Board annually reviews the Company’s strategic plan, which addresses, among other things, the Company’s risks and opportunities. Certain areas of oversight are delegated to the relevant Committees of the Board and the Committees regularly report back on their deliberations. This oversight is enabled by reporting processes that are designed to provide visibility to the Board about the identification, assessment, monitoring and management of enterprise-wide risks. Management annually conducts enterprise-wide risk assessments of the Company and each of its business segments and regularly updates the Board on the Company’s processes relating to ERM. The focus of management’s assessment includes a review of strategic, financial, operational, compliance, reputational and technology (IT) objectives and risks for the Company. In addition:

Each committee also considers the reputational risk implicated by the oversight responsibilities described above.

The Company maintains a “Clawback Policy” that provides for the recoupment of certain incentive compensation in the event of an accounting restatement resulting from material noncompliance (whether or not based upon misconduct) with financial reporting requirements under the federal securities laws. The Clawback Policy is administered by the Compensation Committee and applies to current and former executive officers and such other employees who may from time to time be deemed subject to the policy by the Compensation Committee.

Our Board, in coordination with the Governance Committee, oversees succession planning for the CEO and other officers of the Company. As part of its succession planning oversight, the Board reviews the executive leadership team’s experience, skills, competence and potential, to help assess which executives have the ability to develop the attributes that the Board believes are necessary to lead and execute the Company's strategic vision.

The Company maintains Stock Ownership Guidelines under which officers designated as executive officers and non-employee directors are expected to hold a specified amount of our common stock. These expectations are as follows:

The executive officers and non-employee directors have five years from the date they become subject to the guidelines to attain the ownership requirement. Our Stock Ownership Guidelines are available on the “Corporate Governance” page accessed from the “Investor Relations” page of the Company’s website at www.myersindustries.com.

The Company prohibits directors, officers and employees from engaging in any hedging or pledging transactions with respect to Company shares.

The Company’s Board Member Recruiting Guidelines outline the process for nominating potential director candidates for consideration by the Governance Committee. These recruiting guidelines are available on the “Corporate Governance” page accessed from the “Investor Relations” page of the Company’s website at www.myersindustries.com.

The Board has a policy requiring the independent directors, both as to the Board and Committees, to meet regularly in executive session without any management personnel or employee directors present. During 2020, the Board and each Committee met regularly in executive session at each meeting of the Board, Audit Committee, Compensation Committee, and Governance Committee.

The Chair of each Committee of the Board acted as the Presiding Director for each Committee executive session.

The Audit Committee maintains procedures, including a worldwide telephone and web-based “hotline,” which allows employees and interested parties to report any financial or other concerns anonymously. The Company maintains the hotline for receiving, retaining and addressing complaints from any interested party regarding accounting, internal accounting controls and auditing matters, and procedures for the anonymous submission of these concerns. The hotline is maintained by an independent third party and is available worldwide, 24 hours a day, seven days a week. All reports made through the hotline are directed to the Chairman of the Audit Committee and the Secretary. We do not permit any retaliation of any kind against any person who submits a complaint or concern under these procedures.

We have a “Code of Ethics and Business Conduct,” which incorporates a “Code of Ethical Conduct for the Finance Officers and Finance Department Personnel,” which embodies our commitment to ethical and legal business practices, as well as satisfying the NYSE requirements to implement and maintain such policies. The Board expects all of our officers, directors and other members of our workforce to act ethically at all times. This policy is available on the “Corporate Governance” page accessed from the “Investor Relations” page on our website at www.myersindustries.com.

The Company is aware of the following late filings of Section 16(a) reports due to internal Company administrative errors: (i) a Form 4 Statement of Changes in Beneficial Ownership by Andrean Horton reporting the vesting on October 16, 2020 of 2,037 restricted stock units, relating to an award of 6,112 restricted stock units granted on October 16, 2019 subject to vesting in equal installments on the first three anniversaries of the grant date, and (ii) a Form 4 Statement of Changes in Beneficial Ownership by Thomas Harmon reporting an award on October 26, 2020 of 6,964 restricted stock units subject to vesting in equal installments on the second and third anniversaries of the grant date. To the Company’s knowledge, its insiders otherwise complied with their Section 16(a) reporting obligations during 2020.

The Board and each Committee of the Board conduct annual self-assessments to assist in determining whether the Board and its Committees are functioning effectively. In 2018 and 2020, the self-assessments were conducted with the assistance of outside counsel and the results were reviewed with individual directors, each Committee, and the Board. In 2019, evaluations were conducted by an independent consultant and feedback was provided to individual directors, each Committee, and the Board. The Board intends to utilize this independent consultant process every third calendar year.

Our Board provides the following methods for interested parties and shareholders to send communications to a director, to a Committee of the Board, to the non-management directors, or to the Board.

Interested parties may send written communications by e-mail to governance@myersind.com or by mail or courier delivery addressed as follows:

Board of Directors (or Committee Chairman, Director or Non-Management Directors, as the case may be)

c/o Secretary

Myers Industries, Inc.

1293 South Main Street

Akron, Ohio 44301

All communications directed to the “Board of Directors” or to the “Non-Management Directors” will be forwarded unopened or unread to the Chairman of the Governance Committee. The Chairman of the Committee in turn determines whether the communications should be forwarded to the appropriate members of the Board and, if so, forwards them accordingly. For communications addressed to a particular director or the Chairman of a particular Committee of the Board, however, the Secretary will forward those communications, unopened or unread, directly to the person or Committee Chairman in question.

Any interested party may also contact a director, a Committee of the Board, the non-management directors, or the Board through the Company’s toll-free hotline at (877) 285-4145 or via the internet at myersindustries.ethicspoint.com.

Our approach to corporate responsibility is grounded in our commitment to the environment, to protecting our employees and the communities where we operate and to good corporate governance practices which directly impact our performance and value.

In 2019, the Company instituted a Sustainability Committee to develop and oversee our long-term sustainable business practices. The team is responsible for establishing key metrics, goals and reporting standards across the Company. We made progress in 2020 in several key areas, including instituting our Supplier Code of Conduct, enhancing our chemical tracking system, establishing a Human Rights Policy, and continuously improving our employee health, safety and wellness efforts, including protecting our team during the COVID-19 pandemic.

We continue to enhance and track the sustainability benefits of our products. The plastic containers that we manufacture are reusable, and, at the end of their service life, they can be recovered, recycled, and reprocessed into new products. We are also implementing a company-wide program to track the amount of recycled and regrind raw materials used in our manufacturing process. To further demonstrate our commitment to waste reduction and recycling, we have joined the Alliance to End Plastic Waste.

In 2020, the Company announced and is actively executing its strategy to transform into a high-growth, customer-centric innovator of engineered plastics solutions, while advancing a “One Myers” culture and mindset. Our alignment as One Myers through the continued standardization of processes and procedures will create greater synergy across our businesses and unlock greater value for our employees, customers and other key stakeholders. It will also provide enhanced transparency about the ways in which the Company integrates sustainability and social responsibility into what we do.

Our goal in 2021 is to apply tools for consistent implementation, measurement, and benchmarking of our environmental and social policies, programs, and disclosures. We believe this will enable us to better demonstrate and communicate our commitment to continuous improvement in these areas.

Each of the foregoing nominees is recommended by the Governance Committee. The Governance Committee believes that each of the nominees possesses certain key attributes that are believed to be important for an effective Board.

During 2020, Mr. Foley served as Executive Chairman and a director of Libbey, Inc. (“Libbey”). Mr. Foley formerly served as Libbey’s Chief Executive Officer until March 31, 2019. Libbey’s business was and remains highly reliant on the foodservice industry. The COVID-19 pandemic caused Libbey to experience immediate and drastic reductions in revenue which, as a “non-essential” business, resulted in shut downs of all six of Libbey’s global manufacturing facilities. On June 1, 2020, Libbey and its direct and indirect domestic subsidiaries commenced voluntary cases under Chapter 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware, which were jointly administered under the caption In re: Libbey Glass Inc., et al., Case No. 20-11439 (LSS). Libbey filed a proposed First Amended Joint Plan of Reorganization (“Plan”) which was confirmed by the Bankruptcy Court on October 20, 2020. On November 5, 2020, pursuant to the Plan, Libbey (i) assigned the majority of its assets to a subsidiary which assumed all of Libbey’s obligations and liabilities in connection therewith; and (ii) contributed 100% of the equity in the subsidiary to Libbey Holdings Inc., an entity newly formed by Libbey, in exchange for 100 shares of common stock of Libbey Holdings. The Plan became effective on November 13, 2020 and Libbey and the other debtors emerged from the Chapter 11 cases. As a result of the Plan becoming effective, all of the outstanding shares of common stock of Libbey and all other equity rights in the Company were cancelled. Libbey’s common stock may continue to be quoted on the OTC Pink marketplace, but under the terms of the Plan, the common stock has no underlying asset value, and Libbey filed a Form 15 with the SEC deregistering the company’s common stock on November 16, 2020.

There are, and during the past ten years there have been, no other legal proceedings material to an evaluation of the ability of any director, nominee, or executive officer of the Company to act in such capacity or concerning his or her integrity. There are no family relationships among any of the directors, director nominees and executive officers.

The Board and Myers express our deep appreciation for the service and guidance provided by Jane Scaccetti during her service as a director since 2016 until the 2021 Annual Meeting of Shareholders.

The Board of Directors recommends that you vote “FOR” each of the director nominees listed above.

The Governance Committee reviews and evaluates individuals for nomination to stand for election as a director who are recommended to the Committee: in writing by any of our shareholders or by our current or past directors, executive officers, or identified by professional search firms retained by the Governance Committee.

The Company’s Board Member Recruiting Guidelines outline the process for the Governance Committee to recruit and evaluate potential director candidates. These guidelines are available on the “Corporate Governance” page accessed from the “Investor Relations” page of the Company’s website at www.myersindustries.com. In considering these potential candidates for nomination to stand for election, the Governance Committee will consider:

The Governance Committee endeavors to select nominees that contribute unique skills and professional experiences in order to advance the performance of the Board and establish a well-rounded Board with diverse views that reflect the interests of our shareholders. The Governance Committee considers diversity as one of a number of factors in identifying nominees for directors; however, there is no formal policy in this regard. The Governance Committee views diversity broadly to include diversity of experience, skills and viewpoint, in addition to traditional concepts of diversity such as race and gender.

When considering an individual candidate’s suitability for the Board, the Governance Committee will evaluate each individual on a case-by-case basis. The Governance Committee does not prescribe minimum qualifications or standards for directors, however, the Committee looks for directors who have personal characteristics, educational backgrounds and relevant experience that would be expected to help further the goals of the Company. In addition, the Governance Committee will review the extent of the candidate’s demonstrated excellence and success in his or her chosen business, profession, or other career and the skills and talents that the candidate would be expected to add to the Board. The Governance Committee may choose, in individual cases, to conduct interviews with the candidate and/or contact references, business associates, other members of boards on which the candidate serves or other appropriate persons to obtain additional information. The Governance Committee will make its determinations on whether to nominate an individual candidate based on the Board’s then-current needs, the merits of that candidate and the qualifications of other available candidates.

The Governance Committee will consider individuals for nomination to stand for election as a director who are recommended to it in writing by any of our shareholders that strictly follow the below procedures. Shareholders making recommendations for directors must:

In accordance with our Amended and Restated Code of Regulations, a shareholder may directly nominate a candidate for election as a director of the Company only if written notice of such intention is received by the Secretary not less than 90 days nor more than 120 days prior to the one year anniversary date of the immediately preceding Annual Meeting of shareholders. In the event that the Annual Meeting is called for a date that is not within 30 days before or after such anniversary date, notice by a shareholder, in order to be timely, must be received no later than the close of business on the tenth day following the day on which notice of the date of the Annual Meeting was mailed or public disclosure of the date of the Annual Meeting was made, whichever first occurs. A shareholder wishing to directly nominate an individual to serve as a director must follow the procedure outlined in Article I, Section 12 of our Amended and Restated Code of Regulations, titled “Advance Notice of Director Nomination” and then send a signed letter of nomination to the following address: Corporate Governance and Nominating Committee, c/o Secretary, Myers Industries, Inc., 1293 South Main Street, Akron, Ohio 44301. Our Amended and Restated Code of Regulations is available on the “Corporate Governance” page accessed from the “Investor Relations” page of the Company’s website at: www.myersindustries.com.

In accordance with our Amended and Restated Code of Regulations, a shareholder may also request that the Company include in its proxy statement in which it solicits proxies with respect to the election of directors at an Annual Meeting of shareholders, any person nominated for election (a “Shareholder Nominee”) to the Board by a shareholder or by a group of not more than 20 Shareholders that (i) satisfies the requirements of Section 13 of our Regulations (such individual shareholder or shareholder group, including each member thereof, to the extent the context requires, an “Eligible Shareholder”), and (ii) expressly requests in the notice required by such Section 13 to have the Shareholder Nominee included in the Company’s proxy materials pursuant to such Section 13. The information that the Company will include in its proxy statement is the information provided by the Eligible Shareholder to the secretary of the Company concerning the Shareholder Nominee and the Eligible Shareholder that is required to be disclosed in the Company’s proxy statement by the regulations promulgated under the Exchange Act, and if the Eligible Shareholder so elects, a written statement, not to exceed 500 words, in support of the Shareholder Nominee’s candidacy (the “Statement”). The Company may omit from its proxy materials any information or Statement (or portion thereof) that it, in good faith, believes would violate any applicable law or regulation. The Company will not be required pursuant to Section 13 to include any information regarding a Shareholder Nominee in its proxy materials for any meeting of Shareholders for which any person is engaging in a solicitation within the meaning of Rule 14a-1(l) under the Exchange Act in support of the election of any individual as a director at such meeting other than Shareholder Nominees or nominees of the Board.

The Company will be required to include information regarding a Shareholder Nominee in its proxy materials with respect to an Annual Meeting only if the notice of the nomination relating to the Shareholder Nominee is delivered to, or mailed to and received by, the secretary of the Company no earlier than 120 days and no later than 90 days before the anniversary of the date of the previous year’s Annual Meeting of Shareholders; provided, however, that if the Company did not hold an Annual Meeting during the previous year, or if the date of the Annual Meeting has changed by more than 30 calendar days from the previous year’s date, or if the registrant is holding a Special Meeting of shareholders or conducting an election of directors by written consent in lieu of an Annual Meeting, then the Eligible Shareholder must deliver the notice a reasonable time before the Company issues its proxy materials, as specified by the Company in a Current Report on Form 8-K filed pursuant to Item 5.08.

The maximum number of Shareholder Nominees nominated by all Eligible Shareholders that the Company shall be required to include in its proxy materials with respect to an Annual Meeting generally shall not exceed the greater of (i) two, or (ii) 20% of the total number of members of the Company’s Board rounded to the closest whole number below 20%.

There were a total of nine regularly scheduled and special meetings of the Board in 2020. During 2020, all directors attended at least 75% of the aggregate total number of the meetings of the Board and committees on which they served. Due to the impacts of the COVID-19 pandemic and the “Stay at Home” order then in effect in the State of Ohio, all of our then directors

and then nominees attended our 2020 Annual Meeting virtually via the internet. Although we do not have a formal policy requiring directors to attend the Annual Meeting, our directors are encouraged to attend, and to do so in person when permissible.

The Board has three standing committees: the Audit Committee, the Compensation Committee, and the Governance Committee. Set forth below are the committee memberships as of the date of this proxy statement.

In addition to the standing Audit, Compensation, and Governance Committees, from time to time the Board has established, and may establish in the future, special committees to address particular matters. The Board established a special ad hoc committee to assist in the search for the Company’s chief executive officer during 2020, comprised of Ms. Coffin, Mr. DeFeo, Mr. Liebau, Mr. Lisman, and Ms. Lutey. The search committee convened frequent meetings during the search process, but forewent any fees for their additional committee service.

The Audit Committee assists our Board in the oversight and integrity of our financial statements, ensures our structure meets legal and regulatory requirements, and oversees our internal auditing functions, controls, and procedures. The Board has determined that based on their extensive financial background and expertise, F. Jack Liebau, Jr., Lori Lutey, Jane Scaccetti and Robert A. Stefanko met the criteria of a “financial expert” under SEC rules. None of our Audit Committee members serve on more than two other public company audit committees.

Audit Committee Functions:

See the Audit Committee Report on page 64 for further information regarding the Audit Committee’s activities.

The Compensation Committee administers our executive incentive compensation programs and determines, either as a committee or together with the other independent board members, annual base salaries and incentive compensation awards for our executive officers. As described further in the Compensation Discussion & Analysis portion of this Proxy Statement, the Compensation Committee amended it charter in 2020 to include oversight of executive management development and succession planning as part of its responsibilities.

Compensation Committee Functions:

The Governance Committee assists the Board in developing and implementing corporate governance guidelines, identifying potential director candidates, determining the size and composition of our Board and its committees, and evaluating the overall effectiveness of our Board.

Committee Functions:

The Board has adopted written charters for each of the Audit Committee, the Compensation Committee, and the Governance Committee. Each committee reviews and evaluates the adequacy of its charter at least annually and recommends any proposed changes to the Board for approval. Each of the written charters and policies of the Committees are available on the “Corporate Governance” page accessed from the “Investor Relations” page of the Company’s website at: www.myersindustries.com.

The following table shows the compensation paid to our non-employee directors for their service during 2020.

meeting for which a shareholder gives no authority or direction. A nominee who does not receive a majority of votes cast shall not be elected. Notwithstanding the foregoing, if the Board determines that the number of nominees exceeds the number of directors to be elected, then in that election the nominees receiving the greatest number of votes shall be elected.”

Under our Articles, approval of Proposal 2 requires the affirmative vote of two thirds of the shareholders represented in person or by proxy at the Annual Meeting. Broker non-votes will have no effect on the voting on this matter. Abstentions will count against this proposal.

The Board of Directors unanimously recommends that you vote “FOR” Proposal 2 to adopt majority

voting for the election of directors in uncontested elections.

All Restricted Stock and RSUs must meet minimum vesting requirements. Restricted Stock or RSUs that are performance based shall be subject to a performance period of not less than one year and Restricted Stock or RSUs that are not performance-based shall vest over a period of not less than three years from the grant date, provided that vesting may occur in pro rata installments over the three-year period with the first installment vesting no sooner than the first anniversary of the grant date. Non-employee director awards may vest no sooner than the date of the next regularly scheduled annual meeting of shareholders held after the grant date. In each case, however, vesting may occur earlier in the event of a participant’s death, total disability or retirement, or termination of a participant’s service in connection with a change of control of the Company.

The 2021 Plan provides a specific maximum share limitation and does not provide for an annual, automatic increase in the number of shares of common stock available for future awards.

Subject to the approval of this proposal, participants under the 2021 Plan are subject to an annual limitation on the value of awards that may be granted to them.

The material features of the 2021 Plan, as it is proposed, are summarized below. This summary is qualified in its entirety by reference to the complete text of the 2021 Plan, as it is proposed, which is attached to this Proxy Statement as Appendix A.

The Compensation Committee will administer the 2021 Plan. The full Board may also participate in the administration of the 2021 Plan except to the extent limited under Section 303A.05 of the NYSE Listed Company Manual. References in this Proposal 4 to the Compensation Committee also include the Board, where appropriate.

In its capacity as plan administrator, the Compensation Committee will determine which participants will be granted awards, the type of each award granted and the terms and conditions of each award. The Compensation Committee will also have full power and authority to: (1) establish, amend and rescind rules and regulations relating to the 2021 Plan; (2) interpret the 2021 Plan and all related award agreements; and (3) make any other determinations that the Compensation Committee deems necessary or desirable for the administration of the 2021 Plan. Any action taken by the Compensation Committee will be final, binding and conclusive on all persons interested in the 2021 Plan.

With respect to each award granted under the 2021 Plan, we will enter into a written or electronic award agreement with the participant which describes the terms and conditions of the award, including: (1) the type of award and when and how it may be exercised or earned; (2) any exercise price associated with the award; (3) how the award will or may be settled; (4) consideration for an award, if any required by the Committee, except as limited by the Plan; and (5) any other applicable terms and conditions affecting the award.

Subject to the adjustments discussed below, the aggregate number of shares of common stock available for the grant of awards under the 2021 Plan will be 2,800,000. Any Shares that are not subject to an award under the 2017 Plan as of the effective date of the 2021 Plan will no longer be eligible to be issued. Shares of common stock issued under the 2021 Plan may consist of: (1) treasury shares; (2) authorized but unissued shares of common stock not reserved for any other purpose; or (3) shares of common stock purchased by us in the open market for such purpose.

The Compensation Committee may adopt reasonable counting procedures to ensure appropriate counting, avoid double counting and make adjustments as described below. Except as described below, to the extent that an award granted under the 2021 Plan expires or is forfeited, cancelled, surrendered or otherwise terminated without issuance of shares to a participant, settled only in cash, or settled by the issuance of fewer shares than the number underlying the award, the shares retained by or tendered to the Company will be available under the 2021 Plan. Shares that are withheld from an award of Restricted Stock or RSUs granted under the 2021 Plan to cover withholding tax obligations related to that award or shares that are separately tendered by a participant (either by delivery or attestation) in payment of such taxes will be deemed to constitute shares not delivered to the participant and will be available for future grants under the 2021 Plan. Shares that are

withheld, or that are tendered by a participant (either by delivery or attestation) in connection with, an award of NQSOs or SARs granted under the 2021 Plan to cover withholding tax obligations related to that award or the exercise price of that award, will be deemed to constitute shares delivered to the participant and will not be available for future grants under the 2021 Plan. For purposes of clarity, upon the exercise of an NQSO or SAR, the gross number of shares exercised, and not solely the net number of shares delivered upon such exercise, shall be treated as issued pursuant to the 2021 Plan and the shares subject to the exercised NQSO or SAR that are not issued or delivered upon such exercise will not be available for future grants under the 2021 Plan. Additionally, in the case of any award granted through the assumption of, or in substitution for, an outstanding award granted by a company or business acquired by the Company or a subsidiary or affiliate of the Company or with which the Company or a subsidiary or affiliate of the Company merges, consolidates or enters into a similar corporate transaction, shares issued or issuable in connection with such substitute award will not be counted against the number of shares reserved under the 2021 Plan.

During any calendar year during any part of which the 2021 Plan is in effect, awards to non-associate directors, the non-associate director occupying the role of Non-Executive Chairman of the Board (if any) and the non-associate director occupying the role of Executive Chairman of the Board (if any) will be subject to the following limits:

In each case, the limits will not include any deferred stock awards granted in lieu of other forms of compensation.

The minimum vesting and minimum exercisability conditions described below with respect to each type of award need not apply with respect to up to an aggregate of 5% of the shares authorized under the 2021 Plan, which may be granted (or re-granted upon forfeiture) in any form permitted under the 2021 Plan without regard to such minimum vesting or minimum exercisability requirements.

In the event of any common stock dividend, common stock split, recapitalization, merger, reorganization, consolidation, combination, spin-off, special and non-recurring distribution of assets to shareholders, exchange of shares of common stock or any other corporate transaction or event affecting the common stock, the Compensation Committee will make such substitutions and adjustments as the Compensation Committee deems equitable and appropriate to: (1) the number of shares of common stock that may be issued under the 2021 Plan; (2) any common stock-based limits imposed under the 2021 Plan; and (3) the exercise price, number of shares of common stock and other terms or limitations applicable to outstanding awards.

In addition, the Compensation Committee will be authorized to make adjustments in the terms and conditions of, and the criteria included in, awards in recognition of unusual or non-recurring events or in response to changes in applicable laws, regulations or accounting principles.

The Compensation Committee may select any of our employees, non-employee directors, or key consultants and those of our subsidiaries or affiliates to receive awards under the 2021 Plan. As of the record date, there were 2,074 eligible participants including 2,063 employees, 10 non-employee directors, and one consultant. In calendar year 2020, 42 employees, eight non-employee directors, and one consultant participated in our 2017 Plan.

NQSOs. The Compensation Committee may grant NQSOs at any time during the term of the 2021 Plan in such number, and upon such terms and conditions, as the Compensation Committee determines. The exercise price of any NQSO will be at least equal to the fair market value of the common stock (i.e., the closing price per share of the common stock on the NYSE) on the date the NQSO is granted, and may be paid: (1) in cash; (2) by tendering previously-acquired shares of common stock; (3) by a cashless exercise; (4) by tendering other awards previously granted under the 2021 Plan or under other plans of the Company or any subsidiary or affiliate of the Company; and/or (5) through any other method approved by the Compensation Committee. The Compensation Committee will also determine the term of the NQSO (which may not exceed a period of ten years from the grant date), the vesting terms and conditions (subject to a minimum vesting period ending on the earlier of the

first anniversary of the grant date or the date of the next regularly scheduled annual meeting of the shareholders held after the grant date), and any other terms and conditions of the NQSO, all of which will be reflected in the related award agreement. All options granted under the 2021 Plan will be NQSOs. No incentive stock options may be granted under the 2021 Plan.

SARs. The Compensation Committee may grant SARs at any time during the term of the 2021 Plan in such number, and upon such terms and conditions, as the Compensation Committee determines. SARs may be granted by the Compensation Committee to a participant either as a freestanding award under the 2021 Plan or in tandem with or as a component of another award under the 2021 Plan. The exercise price of any SAR will be at least equal to the fair market value of the common stock on the date the SAR is granted. The Compensation Committee will also determine the term of the SAR (which may not exceed a period of ten years from the grant date), the vesting terms and conditions (subject to a minimum vesting period ending no earlier than of the first anniversary of the grant date), and any other terms and conditions of the SAR, all of which will be reflected in the related award agreement. Upon exercise of an SAR, a participant will be entitled to receive an amount equal to the difference between: (1) the fair market value of a share of common stock on the exercise date; and (2) the exercise price per share of common stock, multiplied by the number of shares of common stock with respect to which the SAR is exercised. Each SAR will be settled in cash, shares of common stock or a combination of cash and shares of common stock, as provided in the applicable award agreement.

Restricted Stock and RSUs. The Compensation Committee may grant shares of Restricted Stock or RSUs at any time during the term of the 2021 Plan in such number, and upon such terms and conditions, as the Compensation Committee determines. Restricted Stock consists of shares of common stock and RSUs consist of units, each of which represents a share of common stock. Both Restricted Stock and RSU awards are issued to a participant subject to forfeiture based upon satisfaction of certain terms, conditions and restrictions which may include, without limitation: (1) a requirement that the participant pay a purchase price for each share of Restricted Stock or RSU; (2) restrictions based on the achievement of specific performance goals; (3) time-based restrictions; or (4) holding requirements or sale restrictions upon vesting and settlement. The Compensation Committee will determine the terms, conditions and restrictions applicable to each Restricted Stock and/or RSU award (subject to a minimum vesting period), all of which will be reflected in the related award agreement. Restricted Stock or RSUs that are performance based shall be subject to a performance period of not less than one year and Restricted Stock or RSUs that are not performance-based shall vest over a period of not less than three years from the grant date, provided that vesting may occur in pro rata installments over the three-year period with the first installment vesting no sooner than the first anniversary of the grant date. Non-employee director awards may vest no sooner than the date of the next regularly scheduled annual meeting of shareholders held after the grant date.

During the period that shares of Restricted Stock remain subject to forfeiture: (1) we may retain the certificates representing such shares; (2) a participant may not sell or otherwise transfer such shares; and (3) unless otherwise provided in the related award agreement, a participant will generally be entitled to exercise full voting rights and receive all dividends paid with respect to such shares (except that receipt of any such dividends will be subject to the same terms, conditions and restrictions as apply to such shares). During the period that RSUs remain subject to forfeiture, a participant will have no rights as a shareholder (e.g., the right to vote or receive dividends), unless the Compensation Committee grants dividend equivalent rights as part of the RSU award.

At the end of the restriction period: (1) the participant will forfeit the shares of Restricted Stock and/or the RSUs if all terms, conditions and restrictions specified in the related award agreement have not been met; or (2) we will distribute the shares of Restricted Stock to the participant and/or settle the RSUs if all terms, conditions and restrictions specified in the related award agreement have been met.

Deferred Director Awards. Pursuant to the terms of the 2021 Plan directors may voluntarily elect to defer vesting of all or a part of their common stock-based awards to a bookkeeping account maintained on their behalf. To the extent that a director or executive officer elects to make deferrals, the dollar value of such deferrals is credited to the director’s bookkeeping account in the form of deferred stock units. At the time that a director ceases service, the director will receive shares of common stock issued under the 2021 Plan or cash equal to the number of deferred stock units credited to his or her bookkeeping account in respect of deferrals allocated to such bookkeeping, as well as associated accrued dividends.

The Compensation Committee will determine the extent to which each award granted under the Plan will vest and the extent to which a participant will have the right to exercise and/or settle the award in connection with a participant’s termination of service to the Company. Such provisions, which will be reflected in the related award agreement, need not be uniform among

all awards and may reflect distinctions based on the reasons for termination. The minimum vesting and minimum exercisability conditions described above with respect to each type of award need not apply in the case of the death, disability or retirement of a participant or termination of a participant’s service in connection with a change of control of the Company.

Except as otherwise provided by the Board or by the Compensation Committee in the related award agreement or at any time prior to a Change of Control (as such term is defined in the Plan), in the event of a Change of Control, with respect to a NQSO, an SAR, shares of Restricted Stock or RSUs, the exercisability, vesting and/or settlement of which is based solely upon continued service as a director or passage of time, which (1) is assumed by the acquiring or surviving company upon the Change of Control and there is an involuntary termination of service as a director without cause of a participant within three months prior to or 18 months following the Change of Control or (2) is not assumed by the acquiring or surviving company upon the Change of Control:

Except as otherwise provided in a related award agreement: (1) a participant may not sell, transfer, pledge, assign or otherwise alienate or hypothecate an award, except by will or the laws of descent and distribution; and (2) during a participant’s lifetime, only the participant or his or her guardian or legal representative may exercise an award. Any award and other right may be transferred to one or more transferees during the life of a participant, and may be exercised by such transferee(s) in accordance with the terms of the award, but only if and to the extent such transfer is permitted by the Compensation Committee, subject to any terms and conditions as the Compensation Committee may impose on such transfer in the applicable award agreement.

Except as otherwise provided in the Plan or in a related award agreement, a participant will not have any rights as a shareholder with respect to shares of common stock covered by an award unless and until the participant becomes the record holder of such shares of common stock.

The Plan expressly prohibits the Board or the Compensation Committee, without shareholder approval, from amending or replacing previously granted NQSOs or SARs in a transaction that constitutes a “repricing,” meaning any reduction in exercise price, cancellation of NQSOs or SARs in exchange for other NQSOs or SARs with a lower exercise price, cancellation of NQSOs or SARs for cash, or cancellation of NQSOs or SARs for another grant if the exercise price of the cancelled NQSOs or SARs is greater than the fair market value of the shares of common stock subject to the cancelled NQSOs or SARs at the time of cancellation, other than in conjunction with a change of control or other adjustment expressly permitted under the Plan, or any other “repricing” as that term is used in Section 303A.08 of the NYSE Listed Company Manual.