Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 11, 2023, the shareholders of Avient Corporation (the “Company”), upon recommendation of the Company’s Board of Directors (the “Board”), approved the amendment and restatement of the Avient Corporation 2020 Equity and Incentive Compensation Plan (the “2020 Plan”). We refer to the 2020 Plan, as amended and restated, as the “Amended 2020 Plan”).
In general, the Amended 2020 Plan continues to authorize the Compensation Committee of the Board (the “Compensation Committee”) to provide for equity-based or cash-based compensation in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, cash incentive awards, dividend equivalents, and certain other awards. The purpose of these awards is to attract and retain non-employee directors of the Company and officers, other employees and consultants of the Company and its subsidiaries, and to provide such persons incentives and rewards for service and/or performance. Subject to adjustment as described in the Amended 2020 Plan and the Amended 2020 Plan’s share counting rules, a total of 5,000,000 common shares, par value $0.01 per share, of the Company (consisting of 2,500,000 new shares approved by the Company’s shareholders in 2023 and 2,500,000 shares approved by the Company’s shareholders in 2020) are available for awards granted under the Amended 2020 Plan (plus shares subject to forfeitures or similar events that occur regarding awards under the Amended 2020 Plan or the 2020 Plan, or certain of the Company’s prior equity plans, as described in the Amended 2020 Plan).
Company shareholder approval of the Amended 2020 Plan also (1) increased the limit on shares that may be issued or transferred upon the exercise of incentive stock options granted under the Amended 2020 Plan during its duration by 2,500,000 shares, (2) increased the limit on shares that may be made subject to full-value awards granted under the Amended 2020 Plan during its duration by 700,000 shares, (3) revised the clawback provisions from the 2020 Plan to accommodate anticipated final stock exchange clawback listing standards and (4) extended the term of the Amended 2020 Plan until the 10th anniversary of the date of shareholder approval of the Amended 2020 Plan (May 11, 2033). The Amended 2020 Plan administrator generally will be able to amend the Amended 2020 Plan subject to Company shareholder approval and/or awardee consent in certain circumstances, as described in the Amended 2020 Plan.
This description of the Amended 2020 Plan is qualified in its entirety by reference to the full text of the Amended 2020 Plan, which is incorporated by reference as Exhibit 10.1 to this Current Report on Form 8-K.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 11, 2023, in response to amendments to federal proxy rules adopted by the Securities and Exchange Commission, the Board approved the amendment and restatement of the Avient Corporation Regulations, effective as of such date (the “Amended and Restated Regulations”).
Among other changes, the Amended and Restated Regulations:
•provide that shareholders must give advance notice to the Company of business or nominations to be brought before an annual meeting of not less than 90 nor more than 120 calendar days prior to the first anniversary of the date on which the Company first mailed its proxy materials for the preceding year’s annual meeting of shareholders;
•require any shareholder directly or indirectly soliciting proxies from other shareholders to use a proxy card color other than white, with the white proxy card being reserved for exclusive use by the Board;
•require a shareholder to appear at the meeting to present its proposal or nomination;
•address matters relating to Rule 14a-19 under the Securities Exchange Act of 1934 (the “Universal Proxy Rule”) including requiring that any shareholder submitting a nomination notice make a representation as to whether such shareholder intends to solicit proxies in support of director nominees other than the Company’s nominees in accordance with the Universal Proxy Rule;
•require a shareholder’s nomination notice to include a completed questionnaire with respect to the identity, background and qualification of the proposed nominee and the background of any other person or entity on whose behalf the nomination is being made; and
•incorporate certain administrative, modernizing, clarifying, and conforming changes to provide clarification and consistency.
This description of the Amended and Restated Regulations is qualified in its entirety by reference to the full text of the Amended and Restated Regulations, which is filed as Exhibit 3.1 to this Current Report on Form 8-K.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting of Shareholders (the “Annual Meeting”) on May 11, 2023. The final results for the proposals submitted for a vote of shareholders at the Annual Meeting are set forth below. The proposals below are described in more detail in the Company’s definitive proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission on March 29, 2023 (the “Proxy Statement”).
a) The following individuals were nominated in 2023 to serve as directors until the 2024 Annual Meeting of Shareholders. All nominees were elected. The voting results were as follows:
| | | | | | | | | | | |
| Director Nominee | For | Withheld | Broker Non-Votes |
| Robert E. Abernathy | 79,958,282 | 1,079,978 | 2,117,121 |
| Richard H. Fearon | 69,912,633 | 11,125,627 | 2,117,121 |
| Gregory J. Goff | 79,336,094 | 1,702,166 | 2,117,121 |
| Neil Green | 79,755,947 | 1,282,313 | 2,117,121 |
| William R. Jellison | 80,322,229 | 716,031 | 2,117,121 |
| Sandra Beach Lin | 79,532,819 | 1,505,441 | 2,117,121 |
| Kim Ann Mink, Ph.D. | 80,362,281 | 675,979 | 2,117,121 |
| Ernest Nicolas | 80,119,518 | 918,742 | 2,117,121 |
| Robert M. Patterson | 78,356,228 | 2,682,032 | 2,117,121 |
| Kerry J. Preete | 79,362,553 | 1,675,707 | 2,117,121 |
| Patricia Verduin, Ph.D. | 79,788,317 | 1,249,943 | 2,117,121 |
| William A. Wulfsohn | 79,277,912 | 1,760,348 | 2,117,121 |
b) The shareholders approved, on an advisory basis, the Company’s named executive officer compensation. The voting results were as follows:
| | | | | | | | | | | |
| For | Against | Abstentions | Broker Non-Votes |
| 76,401,659 | 4,392,139 | 244,462 | 2,117,121 |
c) The shareholders approved, on an advisory basis, a frequency of every year for future advisory votes to approve named executive officer compensation. The voting results were as follows:
| | | | | | | | | | | | | | |
| Every Year | Every Two Years | Every Three Years | Abstentions | Broker Non-Votes |
| 78,260,785 | 67,443 | 2,454,320 | 255,712 | 2,117,121 |
Based on the Company’s Board of Directors’ recommendation in the Proxy Statement and the voting results, the Company has determined that future advisory votes to approve named executive officer compensation will be held every year until the next advisory vote on the frequency of such advisory votes.
d) The shareholders approved the amendment and restatement of the Avient Corporation 2020 Equity and Incentive Compensation Plan. The voting results were as follows:
| | | | | | | | | | | |
| For | Against | Abstentions | Broker Non-Votes |
| 76,051,059 | 4,613,032 | 374,169 | 2,117,121 |
e) The shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The voting results were as follows:
| | | | | | | | |
| For | Against | Abstentions |
| 81,219,556 | 1,771,208 | 164,617 |