Slide 1: Schedule 14A Proxy Statement Cover
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (RULE 14A-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than
Slide 2: Myers Industries, Inc. Investor Presentation
April 2015 Myers Industries, Inc. Investor Presentation
Slide 3: Overview
Overview • We don’t believe that GAMCO has articulated a specific course of action that would improve shareholder value. • GAMCO has not articulated a sound capital allocation concern or alternative proposal. • GAMCO’s nominees do not have skills that are more relevant to the Company’s current strat
Slide 4: Summary
Summary • The Board and Management have been proactive in executing the strategic plan to focus the business segments. • While business has short-term economic hurdles to cross, it now has a higher future growth and higher margin profile than historical business. • Capital allocation discipline allo
Slide 5: Company Overview, Strategy and Financial Strength
Company Overview, Strategy and Financial Strength 4
Slide 6: Company at a Glance (NYSE: MYE)
Company at a Glance (NYSE: MYE) Two core businesses & reporting segments: 2014 Net 2014 Adjusted Income Sales* Before Taxes* Material Handling • Polymer-based returnable packaging • Polymer-based storage and safety products • Specialty molding Distribution • Largest wholesale U.S. distributor of too
Slide 7: Streamlined Operating Segments
Streamlined Operating Segments Over the course of 18 months, Myers has realigned and reduced the number of its reportable operating segments from four to two distinct businesses through a series of planned strategic transactions. • DivestedWEK Industries, Inc., a non-core business, in June 2014 for
Slide 8: Third Party Views Validate Strategic Actions
Third Party Views Validate Strategic Actions In March 2015 a third-party consultant (Alpha IR Group) was retained to conduct a perception audit of Myers Industries among the Company’s top shareholders and covering sell-side analysts. “The story behind Myers has definitely improved and simplified ove
Slide 9: Strategic Goals
Strategic Goals • Focuson marketsthat havestrong,sustainablegrowth and profit potential • Material Handling: • Food processing • Agriculture • Industrial • Marine • Distribution: • Auto dealer tire market • Fleet maintenance • E-Commerce • Investwithin our growth platformsfor valuecreation • Driveea
Slide 10: Financial Goals and Progress
Financial Goals and Progress Key Accomplishment Metrics Metric Goal 2014 (5) 2013 (5) 2012 (5) Sales Growth(1) > 2.0x GDP 7% 7% 7% Gross Profit Margin > 30% 26% 29% 30% Free Cash Flow(2) 100% of Net Income 308% 205% 90% ROIC (3) > 10% 5% 17% 15% Innovation / NPD(4) >10% of Sales 8% 7% 3% Operations
Slide 11: Growth Drivers
Growth Drivers • Select investments and acquisitions Net Sales Growth • Richer product mix • New markets and geographies + • Optimize capacity Profitability • Drive greater operating efficiency • Enhance product mix + • Sales growth and profitability improvement Free Cash Flow • Capital discipline 1
Slide 12: Solid Cash Flow Generation
Solid Cash Flow Generation Free Cash Flow $(Millions) As Reported Continuing Operations Notes: 1) Free cash flow calculated as cash flow from continuing operations less capital expenditures for continuing operations. 2) Years 2012 –2015 have been adjusted to reflect discontinued operations presentat
Slide 13: Strong & Flexible Balance Sheet
Strong & Flexible Balance Sheet Net Debt-to-Capital Does not reflect the pay down of $70 million of debt from net proceeds from the sale of the Lawn & Garden business completed in February 2015 Notes: 1) Net Debt-to-Capitalratio calculatedasnet debt(long-termdebt – cash)/(netdebt +equity). 2) Net De
Slide 14: Balanced Approach to Capital Allocation
Balanced Approach to Capital Allocation Investing for the future and returning cash to shareholders Organic Growth • Reinvest in business • Market development • New product development • Process improvements Growth Through Acquisitions • Core markets • Adjacencies Return Capital to Shareholders • Di
Slide 15: Returning Cash to Shareholders
Returning Cash to Shareholders • Increased Dividend • Increased Q1 2015 quarterly dividend by 4% to $0.135 per share • Bought Back Shares • Invested $33M to buy back 2.8M shares from 2011 to 2013 • Invested $55M to buy back 2.7M shares in 2014 • 4.4 million shares remaining in Board authorization (a
Slide 16: Sell-side Supportive of Long-term Thesis
Sell-side Supportive of Long-term Thesis “We believe MYE has made considerable progress with respect to cost savings, increased utilization of recycled/reground resin in the manufacturing process and further consolidation through smaller bolt-on acquisitions in key product lines. Additionally, the d
Slide 17: Performance-Driven Compensation Practices; Corporate Governance Principles
Performance-Driven Compensation Practices; Corporate Governance Principles that Serve All Shareholders 16
Slide 18: Performance-Driven Compensation Practices
Performance-Driven Compensation Practices • While the Company’s return was down 14% in 2014, total officer compensation was down equal or more to that amount. As reflected in the Company’s proxy (p. 27), the CEO’s total compensation was down from $4.3 million in 2013 to $3.7 million in 2014 and the
Slide 19: Solid Corporate Governance Principles
Solid Corporate Governance Principles • Separate roles of CEO and Board Chairman • All directors stand for election annually • No poison pill • Broad range of expertise provided by current board • Stock ownership guidelines for officers and directors • Director resignation policy in place • No execu
Slide 20: Committed and Experienced Board
Committed and Experienced Board • Myers Industries has extremely experienced and effective Board members overseeing a transformational strategic plan and challenging management to drive additional shareholder value creation. • The Board is composed of 9 members, 8 of whom are independent • The Board
Slide 21: Profile of Current Board of Directors
Profile of Current Board of Directors Vincent C. Byrd (Director since 2006) • Vice Chairman, The J.M. Smucker Company (NYSE) • Director, Dick’s Sporting Goods, Inc. (NYSE) • Expertise in strategy, marketing, operations, finance, international business, mergers and acquisitions, and compensation Sara
Slide 22: Profile of Current Board of Directors
Profile of Current Board of Directors Richard P. Johnston, Chairman of the Board (Director since 1992) • Founder and former Chairman and CEO of Buckhorn Inc. • Founderandformer Directorof AGCO,Inc.(NYSE), a manufactureranddistributor of agricultural equipment • Chairman of the Board of Dismal River
Slide 23: Background and History with GAMCO
Background and History with GAMCO 22
Slide 24: Background and History with GAMCO
Background and History with GAMCO The Company has made every effort over the last several years to understand and respond to GAMCO’s concerns regarding the Board of Directors: In November 2008, GAMCO sent a letter to the Company announcing its intention to nominate 3 nominees for election to the Boa
Slide 25: Background and History with GAMCO
Background and History with GAMCO On February 28, 2011, without any other communication to the Company, GAMCO disclosed that it had sent a letter to the Company recommending two individuals for nomination for election as directors of the Company at the Annual Meeting of Shareholders. The Company ide
Slide 26: Background and History with GAMCO
Background and History with GAMCO On February 21, 2013, GAMCO disclosed that it had sent a letter to the Company announcing its intention to nominate Daniel R. Lee for election to the Board of Directors at the 2013 Annual Meeting. Recognizing that GAMCO is the largest shareholder and weary of incurr
Slide 27: Background and History with GAMCO
Background and History with GAMCO The Board was concerned that, if successful, GAMCO could have four representatives on the Board of Directors of the Company (40% of the Board) and that the interests of all shareholders may not be appropriately represented. More importantly, none of the GAMCO candid
Slide 28: Third Party Views Discredit GAMCO
Third Party Views Discredit GAMCO In March 2015 a third-party consultant (Alpha IR Group) was retained to conduct a perception audit of Myers Industries among the Company’s top shareholders and covering sell-side analysts. “I do not care about Gabelli’snomineesat all. Gabelliis just advocatingshareb
Slide 29: Conclusion
Conclusion • We don’t believe that GAMCO has articulated a specific course of action that would improve shareholder value. • GAMCO has not articulated a sound capital allocation concern or alternative proposal. • GAMCO’s nominees do not have skills that are more relevant to the Company’s current str
Slide 30: Forward-looking Statements
Forward-looking Statements Statementsin this presentationconcerningthe Company’sgoals,strategies,andexpectationsfor businessandfinancialresultsmaybe "forward-lookingstatements"within the meaningof the PrivateSecuritiesLitigationReformActof 1995andarebasedon currentindicators and expectations. Whenev
Slide 31: Thank You
MYERS INDUSTRIES, INC. Thank You