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%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
ANNUAL MEETING 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, 33587 Walker 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
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%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/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.
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/2023-03/2023 Avient Bookmarked Proxy Statement - FINAL.pdf
During
this two-week effort more than 3,600 Avient associates across 100+ sites contributed 8,200 volunteer
hours and raised $1.7M for more than 70 community service organizations.
Beggs – 75% (increased from a 2021 target of 70%); Mr.
COMPENSATION DISCUSSION AND ANALYSIS
70 PROXY STATEMENT 2023 | Annual Meeting of Shareholders
2020 – 2022 Cash-Settled Performance Units—Performance Measure: Adjusted EPS*
Performance Periods Weighting Threshold Target Maximum Result Payout %
January 1, 2020 –
December 31, 2020
25% $1.76 $1.83 $1.96 $1.90 158%
January 1, 2021 –
December 31, 2021
25% $1.83 $1.98 $2.27 $3.05 200%
January 1, 2022 –
December 31, 2022
25% $1.66 $1.89 $2.36 $2.93 200%
January 1, 2020 –
December 31, 2022
25% $5.25 $5.70 $6.59 $7.88 200%
Total Attainment 189%
* All financial measures (performance measures and results) reported in the table above were calculated with adjustments for acquisitions,
divestitures and special items (as noted on Appendix A) pursuant to the terms of the program and as approved by the Compensation Committee.
https://www.avient.com/sites/default/files/resources/PolyOne%25202018%2520Proxy%2520Statement.PDF
Further, the Board annually assesses its effectiveness through a
robust evaluation process, as described above.
0%
10%
20%
30%
40%
50%
60%
70%
80%
90%
100%
5 or fewer 5 to 10 More than 10
Years of Service
NON-EMPLOYEE DIRECTOR COMPENSATION
2017 NON-EMPLOYEE DIRECTOR COMPENSATION
In 2017, we paid our non-employee Directors a retainer at an annual rate of $210,000 (payable in quarterly
installments in arrears) consisting of $95,000 in cash and $115,000 in value of fully vested common shares.