UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A

(Rule14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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Filed by a Party other than the Registrant¨ ☐

Check the appropriate box:

¨☐ Preliminary Proxy Statement

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þ☑ Definitive Proxy Statement

¨☐ Definitive Additional Materials

¨☐ Soliciting Material Pursuant to Rule 14a-12Under§240.14a-12

POLYONE CORPORATION

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

þ☑ No fee required.

¨☐ Fee computed on table below per Exchange Act Rules14a-6(i)(1) and0-11.

(3) Filing Party:

(4) Date Filed:

NOTICE OF 20162019

ANNUAL MEETING OF SHAREHOLDERS

AND PROXY STATEMENT

PolyOne Corporation

TABLE OF CONTENTS

MESSAGE FROM OUR CEO

April 1, 2016

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 12, 2016, at PolyOne Corporation’s corporate headquarters located at PolyOne Center, 33587 Walker Road, Avon Lake, Ohio 44012.

A Notice of the 2016 Annual Meeting of Shareholders, a proxy summary and the Proxy Statement follows. Please review this material for information concerning the business to be conducted at the Annual Meeting and the nominees for election to our Board of Directors (the “Board”).

You will also find enclosed a proxy and/or voting instruction card and an envelope in which to return the card. Whether or not you plan to attend the Annual Meeting, please complete, sign, date and return your enclosed proxy and/or voting instruction card, or vote by telephone or over the Internet as soon as possible so that your shares can be voted at the meeting in accordance with your instructions.Your vote is very important.You may, of course, withdraw your proxy and change your vote prior to or at the Annual Meeting by following the steps described in the Proxy Statement.

I appreciate the strong support of our shareholders over the years and look forward to seeing you at the meeting.

Sincerely,

Robert M. Patterson

President and Chief Executive Officer

PolyOne Corporation

MESSAGE FROM OUR CEO

March 28, 2019

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 16, 2019, at PolyOne Corporation’s corporate headquarters located at PolyOne Center, 33587 Walker Road, Avon Lake, Ohio 44012.

A Notice of the 2019 Annual Meeting of Shareholders, a proxy summary and the Proxy Statement follows. Please review this material for information concerning the business to be conducted at the Annual Meeting and the nominees for election to our Board of Directors (the “Board”).

You will also find enclosed a proxy and/or voting instruction card and an envelope in which to return the card. Whether or not you plan to attend the Annual Meeting, please complete, sign, date and return your enclosed proxy and/or voting instruction card, or vote by telephone or over the Internet, as soon as possible so that your shares can be voted at the meeting in accordance with your instructions.Your vote is very important.You may, of course, withdraw your proxy and change your vote prior to or at the Annual Meeting by following the steps described in the Proxy Statement.

I appreciate the strong support of our shareholders over the years and look forward to seeing you at the meeting.

Sincerely,

Robert M. Patterson

Chairman, President and Chief Executive Officer

PolyOne Corporation

Please refer to the accompanying materials for voting instructions.

		i

NOTICE OF 20162019 ANNUAL MEETING OF SHAREHOLDERS

Thursday, May 12, 201616, 2019

9:00 a.m. Eastern Standard Time

PolyOne Center, 33587 Walker Road, Avon Lake, Ohio 44012

We are pleased to invite you to join our Board, senior leadership and other associates of PolyOne Corporation (“PolyOne” or the “Company”) for the Annual Meeting. The purposes of the Annual Meeting are to:

The Board set March 15, 201619, 2019 as the record date for the Annual Meeting and owners of record of shares of common stock of PolyOne as of the close of business on that date are eligible to:

Please ensure that your shares are represented at the Annual Meeting by promptly voting and submitting your proxy by telephone or over the Internet, or by completing, signing, dating and returning your proxy form in the enclosed envelope.

		ii

PROXY SUMMARY

PROXY SUMMARY

This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting.

VOTING AND MEETING INFORMATION

Your vote is important to the future of the Company. Please carefully review the proxy materials for the Annual Meeting, which will be held on Thursday, May 12, 201616, 2019 at 9:00 a.m. Eastern Standard Time at PolyOne Center, 33587 Walker Road, Avon Lake, Ohio 44012. Follow the instructions below to cast your vote on all of the voting matters.

We are mailing this proxy statement and the enclosed proxy card and, if applicable, the voting instruction card, to shareholders on or about April 1, 2016.March 28, 2019. Our telephone number is(440) 930-1000.

Who is Eligible to Vote

You are entitled to vote if you were a shareholder of record at the close of business on March 15, 2016,19, 2019, the record date for the Annual Meeting. Each share of common stock is entitled to one vote for each Board of Director nominee and one vote for each of the other proposals to be voted on.

Advance Voting Methods

Even if you plan to attend our Annual Meeting in person, if you are a registered holder, please cast your vote as soon as possible using one of the following advance voting methods:

visit Visitwww.proxyvote.com to vote your proxyOVER THE INTERNET until 11:59 p.m. (CT)(ET) on May 11, 2016.15, 2019.

call Call1-800-690-6903 to vote your proxyBY TELEPHONE until 11:59 p.m. (CT)(ET) on May 11, 2016.15, 2019.

sign, Sign, date and return your proxy card/voting instruction form to voteBY MAIMAILL.

Attending and Voting at the Annual Meeting

All registered holders may vote in person at the Annual Meeting. Beneficial owners may vote in person at the meeting if they have a legal proxy.

		1

PROXY SUMMARY

Company Operating Performance

PolyOne again delivered both revenue and earnings growth in 20152018, growing revenue 9% and expanding adjusted earnings per share (“EPS”) 10%, representing the ninth consecutive year of 9%adjusted EPS growth. Our Color, Additives and Inks (“CAI”) segment led the way, increasing revenue and operating income 17% and 14%, despite a number of global economic headwinds. This growth was driven by record-setting performancesrespectively. Our investments in commercial resources and specialty acquisitions, guided by our established specialty businesses, Color, Additives & Inksfour-pillar strategy, helped us overcome significantly higher raw material and Engineered Materials. We will work to accelerate this growth throughlogistics costs and a demand slowdown in certain end markets and geographies during the relentless pursuit of our proven four-pillar strategy.year. Additional 20152018 Company financial performance highlights include⁽¹⁾:include:

Our Company has delivered 25 consecutive quarters of strong Adjusted Earnings Per Share growth.

Adjusted Earnings Per Share Growth

Share AppreciationCulture

Our strong performance reflects the Company has deliveredculture we strive to create, which is made possible through the dedication and hard work of our global associates. Our mission is to become the world’s premier provider of specialized polymer materials, services and solutions, as we execute our proven four-pillar strategy of Specialization, Globalization, Commercial Excellence and Operational Excellence. We, in turn, support our associates’ efforts by investing in them and aligning compensation accordingly.

Our core values of Collaboration, Innovation and Excellence, and our personal values of Integrity, Honesty and Respect, are critical to our culture and underpin all that we do.

A continuous focus on safety is one way we can take care of our people. Our 0.51 injury incidence rate last year was the safest year in the history of PolyOne and was more than seven times better than the plastics and rubber products manufacturing industry average. And, in 2018, we were certified as an ACC Responsible Care® organization for outstanding environmental, health and safety performance.

While we are proud of our safety and financial performance, we welcome the challenge of continually building upon our positive momentum, which is why we are always refining our culture. We do this by hiring the best and brightest people through robust campus and experienced recruiting, as well as by developing talent from within through unique leadership development opportunities. One such initiative is LEAD by Women, a positive returnleadership development initiative with the goal of advancing diversity and inclusion at all levels of the Company. In 2018, we were excited to shareholders over time that significantly outperformslaunch two additional resource groups. PRIDE at PolyOne was created to ensure our peer group, as reflected below.

LGBT community and its supporters can confidently bring their true selves to work each day and maximize their contributions with the full support of all PolyOne associates. We also launched HYPE, which is building a collaborative network of PolyOne’s young professionals, eager to innovate and impact our customers with the support of existing cross-generational

		2

PROXY SUMMARY

expertise. All combined, the actions to build our culture resulted in a milestone recognition at PolyOne: in 2018, we were very proud to be certified as a Great Place to Work® in the U.S. from the Great Place to Work Institute.

More commentary on our work in culture and in our four cornerstones of Sustainability (People, Products, Planet and Performance) can be found in the Letter to Shareholders in our 2018 Annual Report.

Impact of Our Performance on Named Executive Officer 20152018 Compensation

Our 20152018 compensation results continue to reflectreflected our objective pay-for-performance philosophy of aligning executive compensation directly with our financial performance.

Annual Incentive Plan

We set aggressive goals for each of our performance measures in our 20152018 annual cash incentive program (the “2015“2018 Annual Incentive Program”) under the PolyOne Corporation Senior Executive Annual Incentive Plan, as amended and restated (the “Annual Plan”). Our operational performance in 20152018 resulted in the executive officers named in the 20152018 Summary Compensation Table of this proxy statement (the “Named Executive Officers”) earning essentially a below target payout under the 20152018 Annual Incentive Program.

Our Named Executive Officers for 2018 are: Robert M. Patterson, Bradley C. Richardson, Mark D. Crist, Michael A. Garratt and Lisa K. Kunkle. Mr. Patterson, Mr. Richardson, Mr. Garratt, and Ms. Kunkle’s 2018 Annual Incentive Program as noted below.

Mr. Patterson’s and Mr. Richardson’s Annual Plan opportunities arewere based on consolidated results. Total attainment for consolidated PolyOne under the 2015Mr. Crist’s 2018 Annual Incentive Program opportunity was 44.9%, with the components consisting of: (1) 50% based on consolidated Adjusted Operating Income attainment of 0% (2015 attainment of $322.3 million measured against a target of $367.9 million); (2) 25% based on Working Capital as a Percentage of Sales attainment of 179.7% (2015 attainment of 9.7% measured against a target of 10%); and (3) 25% based on Revenue attainment of 0% (2015 attainment of $3,376.5 million measured against a target of $3,933.0 million).

Mr. Van Hulle and Mr. Nikrant have responsibility for business unit-specific results and while theirresults. While the adjusted operating income performance goals based on Adjusted Operating Income arefor Mr. Crist’s opportunities were weighted 50%60% overall, theirthe opportunities arewere basedtwo-thirds on business unit-specific results andone-third on consolidated PolyOne Adjusted Operating Incomeadjusted operating income results. For Mr. Van Hulle, whose 2015 results were

The following table shows, for each Named Executive Officer, the target 2018 Annual Incentive Program payout opportunity, the percentage of such payout opportunity earned based on 2018 performance, and the Color, Additives and Inks Plan, total attainment was 80.0%, withdollar value of the components consisting of: (1) 33.3% based on businessactual payout.

2018 Annual Incentive Program Payouts
Named Executive Officer		2018 Target Opportunity ($)		Payout (%)		Payout ($)
Mr. Patterson		$1,204,615		99.2%		$1,194,978
Mr. Richardson		$384,000		99.2%		$380,928
Mr. Crist		$219,788		95.4%		$209,678
Mr. Garratt		$232,904		99.2%		$231,041
Ms. Kunkle		$223,173		99.2%		$221,388

Long-Term Incentive Program

In 2018, the Named Executive Officers earned a 105% cash-settled performance unit Adjusted Operating Income attainment of 90.1% (2015 attainment of $139.6 million measured against a target of $142.7 million); (2) 16.7% based on consolidated Adjusted Operating Income attainment of 0% (2015 attainment of $322.3 million measured against a target of $367.9 million); (3) 25.0% based on Working Capital as Percentage of Sales attainment of 200.0% (2015 attainment of 9.5% measured against a target of 10.1%); and (4) 25.0% based on Revenue attainment of 0% (2015 attainment of $842.2 million measured against a target of $906.6 million). For Mr. Nikrant, whose 2015 results were based on the Specialty Engineered Materials Plan, total attainment was 70.1%, with the components consisting of: (1) 33.3% based on business unit Adjusted Operating Income attainment of 61.4% (2015 attainment of $80.8 million measured against a target of $88.8 million); (2) 16.7% based on consolidated Adjusted Operating Income attainment of 0% (2015 attainment of $322.3 million measured against a target of $367.9 million); (3) 25.0% based on Working Capital as Percentage of Sales attainment of 198.7% (2015 attainment of 9.2% measured against a target of 9.6%); and (4) 25.0% based on Revenue attainment of 0% (2015 attainment of $556.8 million measured against a target of $605.5 million).

Mr. Newlin was not eligible for a payout under the 2015 AnnualAmended and Restated PolyOne Corporation 2010 Equity and Performance Incentive Program per the terms of his Letter Agreement (as that term is defined herein). As part of her severance compensation, Ms. McAlindon received a pro-rata portion of what she would have received under the 2015 Annual Incentive Program,Plan. The payout was earned based on the amount of time during 2015 that she was with the Company.

PolyOne adjusted EPS performance over four equally-weighted performance periods as noted below.

 

		2016 – 2018 Cash-Settled Performance Units   Performance Measure: Adjusted EPS
		Performance Periods		Weighting		Target		Result		Payout %
		January 1, 2016 – December 31, 2016		25%		$2.16		$2.13		89%
		January 1, 2017 – December 31, 2017		25%		$2.20		$2.18		97%
		January 1, 2018 – December 31, 2018		25%		$2.25		$2.43		123%
		January 1, 2016 – December 31, 2018		25%		$6.61		$6.74		109%
		Total Attainment								105%

 

 

 

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PROXY SUMMARY

Long-Term Incentive Plan

As a result of strong earnings growth measured over the past three years, in 2015, the Named Executive Officers earned a 200% cash-settled performance unit payout under PolyOne’s 2010 Equity and Performance Incentive Plan, as amended (the “Amended Long-Term Incentive Plan”). The payout was earned by PolyOne exceeding cumulative Adjusted Earnings Per Share targets over four, equally-weighted performance periods as noted below.

2013 – 2015 Cash-Settled Performance Units   Performance Measure: Adjusted Cumulative Earnings Per Share
Performance Periods		Weighting		2013 - 2015   Target		2013 - 2015   Results		Payout %
January 1, 2013 – December 31, 2013		25%		$1.21		$1.39		200%
January 1, 2014 – December 31, 2014		25%		$1.21		$1.80		200%
January 1, 2015 – December 31, 2015		25%		$1.34		$1.96		200%
January 1, 2013 – December 31, 2015		25%		$3.76		$5.15		200%
Total Attainment								200%

All financial measures (targets(threshold, target and maximum levels, and results) reported inwith respect to the incentives described above tables were calculated with adjustments for acquisitions, divestitures and special items pursuant to the terms of the 2018 Annual PlanIncentive Program and 2013 - 2015 Amended2016 to 2018 long-term incentive program (the “2016-2018 Long-Term Incentive PlanProgram”) and as approved by the Board. Compensation Committee.

For information on the terms and conditions of these incentive plans,programs, see the “What We Pay and Why: Elements of Compensation” section of this proxy statement (beginningstatement.

Our Director Nominees and Committee Membership

You are being asked to vote on Page 32).the election of ten Directors. Detailed information about each Director Nominee’s background, qualifications, attributes, skills and experience can be found beginning on page 9.

Name

Age

Director   Since

Principal Position

Notable Skills and Experiences

Independent

Committee Membership* (M=Member, C=Chair)

AC

CC

N&GC

EH&SC

Robert E. Abernathy

64

2018

Retired Chairman and Chief Executive Officer, Halyard Health, Inc.

Financial, International, Industry Experience, Regulatory, Technology, HR, Operations, Environmental, Corporate Governance

Yes

M

M

Richard H. Fearon

63

2004

Lead Director   Vice Chairman and Chief Financial and Planning Officer, Eaton Corporation

Financial, International, Industry Experience, Regulatory, Technology, HR, Operations, Corporate Governance

Yes

M

C

Gregory J. Goff

62

2011

Executive Vice Chairman, Marathon Petroleum Corporation

Financial, International, Industry Experience, Technology, HR, Operations, Environmental, Corporate Governance

Yes

M

C

William R. Jellison

61

2015

Retired Vice President, Chief Financial Officer, Stryker Corporation

Financial, International, Industry Experience, Regulatory, Technology, Operations, Corporate Governance

Yes

C

M

Sandra Beach Lin

61

2013

Retired President, Chief Executive Officer and Director of Calisolar, Inc.

Financial, International, Industry Experience, Regulatory, Technology, HR, Operations, Environmental, Corporate Governance

Yes

M

M

Kim Ann Mink

59

2017

Chairman, President and Chief Executive Officer, Innophos Holdings, Inc.

Financial, International, Industry Experience, Regulatory, Technology, HR, Operations, Corporate Governance

Yes

M

M

Robert M. Patterson

46

2014

Chairman, President and Chief Executive Officer, PolyOne

Financial, International, Industry Experience, HR, Operations, Corporate Governance

No

M

 

 

 

 

		4

PROXY SUMMARY

PROXY SUMMARY

Board Oversight of Risk Management

Stock Ownership Requirements

Board Practices

PROXY STATEMENT

POLYONE CORPORATION

PolyOne Center

33587 Walker Road

Avon Lake, Ohio 44012

PROXY STATEMENT

Dated April 1, 2016March 28, 2019

Our Board respectfully requests your proxy for use at the Annual Meeting to be held at PolyOne’s corporate headquarters located at PolyOne Center, 33587 Walker Road, Avon Lake, Ohio 44012 at 9:00 a.m. on Thursday, May 12, 2016,16, 2019, and at any adjournments of that meeting. This proxy statement is to inform you about the matters to be acted upon at the meeting.

If you attend the meeting, you may vote your shares by ballot. If you do not attend, your shares may still be voted at the meeting if you vote by telephone or over the Internet, or sign and return the enclosed proxy card, or vote by telephone or over the Internetin each case, as described below. Common shares represented by a properly signed proxy card will be voted in accordance with the choices marked on the card. If no choices are marked, the shares will be voted: (1) to elect the nominees listed on pages 7 through 11 of this proxy statement; (2) to approve, on an advisory basis, our Named Executive Officer compensation for the fiscal year ended December 31, 2015; and (3) to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016.

You may revoke your proxy before it is voted by giving notice to us in writing or orally at the meeting. Persons entitled to direct the vote of shares held by the following plans will receive a separate voting instruction card: The PolyOne Retirement Savings Plan and the PolyOne Canada Inc. Retirement Savings Program. If you receive a separate voting instruction card for one of these plans, you must sign and return the card as indicated on the card in order to instruct the trustee on how to vote the shares held under the respective plan. You may revoke your voting instruction card before the trustee votes the shares held by it by giving notice in writing to the trustee.

You may also submit your proxy by telephone or over the Internet. The telephone and Internet voting procedures are designed to authenticate votes cast by use of a personal identification number. These procedures allow shareholders to appoint a proxy to vote their shares and to confirm that their instructions have been properly recorded. Instructions for voting by telephone and over the Internet are printed on the proxy cards.

You may revoke your proxy before it is voted by giving notice to us in writing or orally at the meeting. Persons entitled to direct the vote of shares held by the PolyOne Retirement Savings Plan and the PolyOne Canada Inc. Retirement Savings Program will also receive a proxy and voting instruction card. If you receive a proxy and voting instruction card for one of these plans, you must sign and return the card as indicated on the card in order to instruct the trustee on how to vote the shares held under the respective plan. You may revoke your proxy and voting instruction card before the trustee votes the shares held by it by giving notice in writing to the trustee.

Common shares represented by a properly signed proxy card will be voted in accordance with the choices marked on the card. If no choices are marked, the shares will be voted: (1) to elect the nominees listed in the “Proposal 1 – Election of Board of Directors” section of this proxy statement; (2) to approve, on an advisory basis, our Named Executive Officer compensation; and (3) to ratify the appointment of EY as our independent registered public accounting firm for the fiscal year ending December 31, 2019.

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ELECTION OF BOARD OF DIRECTORS

PROPOSAL 1 — ELECTION OF BOARD OF DIRECTORS

Our Board currently consists of 11 Directors. On March 9, 2016, Stephen D. Newlin notifiedPursuant to the Board that he intended to retire as a Director effective as of the Company’sretirement policy contained in our Corporate Governance Guidelines, which is described below, William H. Powell will not stand forre-election at our Annual Meeting of Shareholders on May 12, 2016.Meeting. Thus, following the Annual Meeting and, assuming the election of all of the Board nominees, our Board will consist of 10ten Directors.

Each Director serves for aone-year term until a successor is duly elected and qualified, subject to the Director’s earlier death, retirement or resignation. Our Corporate Governance Guidelines provide that allnon-employee Directors will retire from the Board not later than the Annual Meeting immediately following the Director’s 72^nd birthday, although the Board may waive this limitation if it determines that such a waiver is in PolyOne’s best interests. Last year, the Board approved a resolution waiving this policy for Mr. Powell for one year while a search was conducted for a new independent director. As explained below, the Board elected Patricia Verduin in March, and, as contemplated by the Board when it waived the retirement policy for one year, Mr. Powell will not stand forre-election at our Annual Meeting.

A shareholder who wishes to nominate a person for election as a Director must provide written notice to our Secretary in accordance with the procedures specified in Regulation 12 of our Code of Regulations (“Regulations”). Generally, the Secretary must not receive the notice less than 60 nor more than 90 days prior to the first anniversary of the date on which we first mailed our proxy materials for the preceding year’s Annual Meeting. The notice must set forth, as to each nominee, among other things, the name, age, and other identifying information, principal occupation and employment during the past five years, name and principal business of any corporation or other organization in which such occupation and employment were carried on, certain information regarding Company securities ownership, and a brief description of any arrangement or understanding between such person and any others pursuant to which such person was selected as a nominee. The notice must include the nominee’s signed consent to serve as a Director if elected. The notice must set forth the name and address of, and the number of our common shares owned by, the shareholder giving the notice and the beneficial owner on whose behalf the nomination is made and any other shareholders believed to be supporting such nominee.

Following are the nominees for election as Directors for terms expiring in 2017,2019, a description of the business experience of each nominee and the names of other publicly-held companies for which he or she currently serves as a director or has served as a director during the past five years. Each nominee for election as Director was previously elected by our shareholders, other than William R. Jellison. Mr. JellisonPatricia Verduin. Dr. Verduin was recommended to our Nominating and Governance Committee for election to the Board by a third-party search firm, Korn Ferry. Mr. JellisonRussell Reynolds Associates. Dr. Verduin was subsequently recommended by our Nominating and Governance Committee to the Board for election as a Director, and the Board elected Mr. JellisonDr. Verduin as a Director on October 7, 2015.March 6, 2019. The composition of the Board is intended to reflect an appropriate mix of skill sets, experience and qualifications that are relevant to PolyOne Corporation’sPolyOne’s business and governance over time.

In addition to the information presented below regarding each nominee’s specific experience, qualifications, attributes and skills that led our Board to the conclusion that the nominee should serve as a Director, the Board also believes that all of our Director nominees are individuals of substantial accomplishment with demonstrated leadership capabilities. Each of our Director nominees also has the following personal characteristics, which are required attributes for all Board nominees: high ethical standards, integrity, judgment and an ability to devote sufficient time to the affairs of our Company. The referenceinformation below Farah Walter’s name to the term of service as a Director includes the period during which she served as a Director of The Geon Company (“Geon”), one of our predecessors. The information is current as of March 15, 2016.19, 2019.

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ELECTION OF BOARD OF DIRECTORS

		79

ELECTION OF BOARD OF DIRECTORS

		810

ELECTION OF BOARD OF DIRECTORS

Current Directorships: None

Former Directorships: None

Age: 46

Director since: 2014

		9

ELECTION OF BOARD OF DIRECTORS

		1011

ELECTION OF BOARD OF DIRECTORS

		1112

ADVISORY VOTE

PROPOSAL 2 — ADVISORY VOTE TO APPROVE NAMED

EXECUTIVE OFFICER COMPENSATION

As required under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and Section 14A of the Securities Exchange Act of 1934 (the “Exchange Act”), our Board is submitting a “Say on Pay” proposal for shareholder consideration. While the vote onto approve Named Executive Officer compensation isnon-binding and solely advisory in nature, our Board and the Compensation Committee will review the voting results. If there areis a significant number of negative votes, we will seek to understand the concerns that influenced the vote and expect to address them in making future decisions about our executive compensation programs.

Currently, advisory “Say on Pay” votes are scheduled to be held once every year. TheIt is anticipated that the next advisorySay on Pay vote on Named Executive Officer compensation is expected towill occur at our 20172020 Annual Meeting.

As described more fully in the “Compensation Discussion and Analysis” section of this proxy statement, the Compensation Committee of our Board has structured our executive compensation program to achieve the following key objectives:

We urge shareholders to read the “Compensation Discussion and Analysis” section of this proxy statement, which describes in more detail how our executive compensation policies and procedures operate and are designed to achieve our compensation objectives. We also encourage you to review the 20152018 Summary Compensation Table and other related compensation tables and narratives in the “Executive Compensation” section of this proxy statement, which provide detailed information regarding the compensation of our Named Executive Officers. The Board and the Compensation Committee believe that the policies and procedures described and explained in the “Compensation Discussion and Analysis” section of this proxy statement are effective in achieving our business goals and the compensation of our Named Executive Officers reported in the “Executive Compensation” section of this proxy statement has supported and contributed to the Company’s recent and long-term success.

We believe you should vote “FOR” our Named Executive Officer compensation program and approve the following resolution because the compensation actually earned by our Named Executive Officers for our 20152018 performance was aligned with ourpay-for-performance objectives, our Company’s performance and shareholder interests.interests:

“RESOLVED, that the compensation paid to PolyOne’s Named Executive Officers, as disclosed pursuant to Item 402of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and related narrative discussion, is hereby APPROVED.”

		1213

AUDIT

PROPOSAL 3 — RATIFICATION OF APPOINTMENT OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has appointed Ernst & Young LLPEY as our independent registered public accounting firm to audit our consolidated financial statements for the fiscal year ending December 31, 2016.2019. The Board recommends ratification of the Audit Committee’s appointment of Ernst & Young LLP.EY.

The selection of Ernst & Young LLPEY as our independent registered public accounting firm is not required to be submitted to a vote of our shareholders for ratification. The Sarbanes-Oxley Act of 2002 requires that the Audit Committee be directly responsible for the appointment, compensation and oversight of our independent auditor. The Board is submitting the appointment to our shareholders for ratification as a matter of good corporate practice. If our shareholders fail to vote on an advisory basis in favor of the selection, the Audit Committee will reconsider whether to retain Ernst & Young LLPEY and may retain that firm or another firm withoutre-submitting the matter to our shareholders. Even if our shareholders ratify the appointment, the Audit Committee may, in its discretion, direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in our best interests and the best interests of our shareholders. The affirmative vote of a majority of the shares voting on this proposal is required for ratification.

A representative of Ernst & Young LLPEY is expected to be present at the Annual Meeting. The representative will be given an opportunity to make a statement if desired and to respond to questions regarding Ernst & Young LLP’sEY’s examination of our consolidated financial statements and records for the year ended December 31, 2015.2018.

Independent Registered Public Accountant Services and Related Fee Arrangements

Services provided by Ernst & Young LLP,EY, our independent registered public accounting firm, and related fees in each of the last two fiscal years were as follows:

Audit Fees.    Audit services include the annual audit of the consolidated financial statements, the audit of internal controls over financial reporting, the reviews of our quarterly reports onForm 10-Q, the issuance of comfort letters and consents, review of registration statements filed with the SEC,Securities and Exchange Commission (“SEC”), accounting and financial reporting consultations and international statutory audits. Fees for audit services totaled $3.7 million in 2015 and $3.4$3.5 million in 2014.2018 and 2017, respectively. The full Audit Committee or the Chair of the Audit Committeepre-approved all audit services and related fee arrangements for 20152018 in accordance with the Audit CommitteePre-Approval Policy for all Audit andNon-Audit Services and Related Fee Arrangements.

Audit-Related Fees.    Audit-related services principally include employee benefit plan audits, accounting consultations, attest services that are not required by statute or regulation and other international attest services not classified as audit fees. Fees for audit-related services totaled $0.1 million in 2015both 2018 and $0.1 million in 2014.2017. The Audit Committeepre-approved all audit-related fee arrangements billed for 2015.2018.

Tax Fees.    Tax services include tax compliance, tax advice and tax planning. Fees for tax services totaled $1.7$1.1 million in 20152018 and $1.3$3.1 million in 2014.2017. The Audit Committeepre-approved all tax fee arrangements billed in 2015.2018.

All Other Fees.    No fees for other services were billed in 20152018 and 2014.2017.

Our Audit CommitteePre-Approval Policy for all Audit andNon-Audit Services and Related Fee Arrangements (the “Pre-Approval“Pre-Approval Policy”) requires our Audit Committee topre-approve all audit andnon-audit services performed by Ernst & Young LLPEY in order to assure that the provision of such services and related fee arrangements do not impair Ernst & Young LLP’sEY’s independence. Under thePre-Approval Policy, the Audit Committee may delegate pre-

pre-approval authority to one or

		1314

AUDIT

approval authority to one or more of its members, and the member or members to whom the Audit Committee delegates such authority must report anypre-approval decisions to the Audit Committee at its next scheduled meeting. The Audit Committee has formally delegated thispre-approval authority to its Chair. Management has no authority to approve services performed by Ernst & Young LLPEY that have not beenpre-approved by the Audit Committee. The term of anypre-approval is 12 months from the date ofpre-approval, unless the Audit Committee specifically provides for a different period.

Ernst & Young LLPEY will provide us a description of work scope and supportingback-up documentation regarding the specific services they will provide. At each meeting of the Audit Committee, the current year’s previouslypre-approved independent auditor fees along with any proposed revisions will be presented for approval. Any interim requests between Audit Committee meetings to provide services that require separatepre-approval will be submitted to the Audit Committee or the Audit Committee Chair by Ernst & Young LLPEY and our Chief Financial Officer, or Controller, and must include a statement as to whether, in each of their respective views, the request is consistent with the Commission’s rules on auditor independence.

Report of the Audit Committee

The Audit Committee assists the Board of Directors in fulfilling its oversight responsibilities to shareholders relating to the integrity of the Company’s consolidated financial statements, the Company’s compliance with legal and regulatory requirements, the independent auditor’sregistered public accounting firm’s qualifications and independence, and the performance of the Company’s internal and independent auditors. The Audit Committee’s specific responsibilities are described in its charter, which is available on the Company’s website at:www.polyone.com under the heading “Investors” and the subheading “Governance.”

The Audit Committee currently consists of four directors, each of whom our Board has determined to meet the New York Stock Exchange (the “NYSE”) requirements for independence and financial literacy. All members of the Audit Committee also meet the requirements of an “audit committee financial expert” as defined by the SEC.

The Audit Committee approves, subject to shareholder ratification, the appointment of the Company’s independent registered public accounting firm andpre-approves all audit andnon-audit services to be performed by the firm. The Audit Committee has retained Ernst & Young LLP (“EY”) as the Company’s independent registered public accounting firm for 2019. The Audit Committee through its Chair is also directly involved in the selection of EY’s lead engagement partner, which occurs every five years. The last lead engagement partner rotation occurred in 2017 and is expected to occur next in 2022.

PolyOne’s Audit Committee believes that the continued retention of EY to serve as PolyOne’s independent registered public accounting firm is in the best interests of PolyOne and its shareholders. In making such determination, the Audit Committee considers, among other things, an evaluation of EY’s performance, qualifications, independence, tenure, and appropriateness of fees, as well as the potential impact of changing auditors. EY has been retained as independent registered public accounting firm for PolyOne and its predecessor company, The Geon Company, continuously since 1993.

Management has the primary responsibility for the completeness and accuracy of the Company’s consolidated financial statements and disclosures, the financial reporting process and the effectiveness of the Company’s internal control over financial reporting. In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed the audited consolidated financial statements in the Annual Report with management and the independent auditorregistered public accounting firm, including any significant changes in the Company’s selection or application of accounting principles.

The Audit Committee also reviewed and discussed with management and the independent auditorregistered public accounting firm management’s report on internal control over financial reporting, including the significance and status of control deficiencies identified and the results of remediation efforts undertaken, to determine the effectiveness of internal control over financial reporting at December 31, 2015.

2018. The Audit Committee reviewed with the independent auditor,registered public accounting firm, which has the responsibility for expressing an opinion on the conformity of the consolidated financial statements with generally accepted accounting principles and applicable rules and regulations, their judgments as to the quality, not just the acceptability, of PolyOne’s critical accounting principles and estimates and such other matters as are required to be discussed with the Audit Committee under generally accepted auditing standards. The Audit Committee also reviewed with the independent auditorregistered public

AUDIT

accounting firm its report on the Company’s internal control over financial reporting at December 31, 2015,2018, including the basis for its conclusions.

The Audit Committee reviewed and discussed with the independent registered public accounting firm all communications required by applicable auditing standards. In addition, Ernst & Young LLPEY has provided the Audit Committee with the written disclosures and the letter required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditor’sregistered public accounting firm’s communications with the Audit Committee concerning independence, and the Audit Committee has discussed with Ernst & Young LLPEY their firm’s independence from management and PolyOne.    The Audit Committee has pre-approvedapproved all audit, audit-related andnon-audit services and fees provided to the Company by the independent auditor.registered public accounting firm in accordance with itspre-approval process. Based upon the Audit Committee’s considerations, the Committee has concluded that Ernst & Young LLPEY is independent.

The Audit Committee discussed with PolyOne’s internal and independent auditors the overall scope and audit plans and evaluated their performance. The Audit Committee meets with the internal and independent auditors, with and without management present, to discuss the results of their examinations, their evaluations of PolyOne’s internal control over financial reporting, and the overall quality of PolyOne’s financial reporting.

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AUDIT

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors (and the Board has approved) that the audited consolidated financial statements and management’s assessment of the effectiveness of the Company’s internal control over financial reporting be included in the Annual Report onForm 10-K for the year ended December 31, 2015,2018, for filing with the Securities and Exchange Commission.

The Committee has re-appointed Ernst & Young as independent auditor for the year 2016.

All members of the Audit Committee concur inwith this report.

The Audit Committee of

the Board of Directors

Richard H. FearonRobert E. Abernathy

William R. Jellison, Chair

Sandra B. Lin

Richard A. Lorraine, Chairperson

William A. Wulfsohn

February 10, 2016

11, 2019

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CORPORATE GOVERNANCE

CORPORATE GOVERNANCE

Director Independence

Our Corporate Governance Guidelines provide that a substantial majority of the members of our Board should be “independent.” To be considered independent, the Board, with input and a recommendation from the Nominating and Governance Committee, must affirmatively determine that a given directorDirector is free from any business, family or other relationship that would reasonably be expected to interfere with the exercise of independent judgment as a Director. Under categorical independence standards adopted by our Board, the Board must determine that a Director is not independent if he or she fails to meet the independence standards under the listing standards of the New York Stock Exchange (“NYSE”).NYSE.

In addition, our categorical independence standards provide that the following categories of relationships between an outside Director and the Company will be treated as immaterial for purposes of determining a Director’s independence.

Our categorical independence standards and the material relationship considerations set forth above are found within our Corporate Governance Guidelines, which are available on our website at www.polyone.com, under “Corporate Governance”“Governance” on our investor relations page.

Our Board performed its independence review for 2015 earlier this year. In applying the categorical standards set forth above and assessing the materiality of any relationships, the Board affirmatively determined that each of Richard H. Fearon, Gregory J. Goff, William R. Jellison, Sandra B. Lin, Richard A. Lorraine, William H. Powell, Kerry J. Preete, Farah M. Walters and William A. Wulfsohnour directors, with the exception of Mr. Patterson, is independent and meets the categorical independence standards described above, has no material relationship with the Company other than that arising solely from the capacity as a Director and, in addition, satisfies the independence requirements of the NYSE, including the NYSE independence standards applicable to the committees on which each such directorDirector serves.

Lead Director

Our independent Directors meet regularly in executive sessions. Our Corporate Governance Guidelines provide that the independent Directors are to select a Lead Director to preside at executive sessions. The Lead Director acts as the key liaison between the independent Directors and the Chief Executive Officer (“CEO”), and also has served as the key liaison between the independent Directors and Mr. Newlin as Executive Chairman. Following Mr. Newlin’s retirement as Executive Chairman, the Lead Director will continue to facilitate communications between Mr. Patterson, as Chairman of our Board and CEO, and the other members of the Board.our CEO. The Lead Director is also responsible for coordinating the activities of the other independent Directors and for performing various other duties as may from time to time be determined by the independent Directors. Mr. Fearon has served as our Lead Director since May 2015.

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CORPORATE GOVERNANCE

Board Leadership Structure

Mr. Newlin has beenPatterson is the Executive Chairman since May 2014. On March 9, 2016, Mr. Newlin notified theof our Board that he intended to retire as a Director, effective as of the Company’s Annual Meeting of Shareholders on May 12, 2016. The Board named Mr. Patterson as Chairman, effective upon Mr. Newlin’s retirement from the Board. Mr. Newlin served as Chairman,and our President and Chief Executive Officer of PolyOne from February 2006 until May 2014. Mr. Patterson, also a Director, has been President and Chief Executive Officer since May 2014.CEO. The Board believes that this leadership structure is appropriate for our Company given the experience and active involvement of our independent Directors, our corporate governance practices and our Lead Director’s role. Having a Lead Director role helps to ensure greater communication between management and the independent Directors, increases the independent Directors’ understanding of management decisions and Company operations and provides an additional layer of independent oversight of PolyOne. The Board believes that this approach serves to strike an effective balance between management and independent Director participation in the boardBoard process.

Board’s Oversight of Risk

Our Board oversees a company-wide approach to risk management that is designed to support the achievement of our strategic objectives and improve long-term organizational performance, which we believe will enhance shareholder value. The Board believes that risk management is not only understanding the risks we face and what steps management is taking to manage those risks, but also understanding what level of risk is appropriate for PolyOne overall.

Our Board administers its risk oversight function directly and through its Audit Committee and Environmental, Health and Safety Committee. The Audit Committee discusses with management our major financial risk exposures and the steps management has taken to monitor and control such exposures, including our risk assessment and risk management policies. In addition, the Audit Committee regularly reviews issues that present particular risks to the Company, including those involving information technology and cyber security. The Environmental, Health and Safety Committee periodically reviews with management the significant risks or exposures faced by PolyOne relating to safety, health, environmental, security and product stewardship standards and practices. Our Board oversees and monitors these committees in exercising their responsibilities relating to risk. Our Board also provides direct oversight on risk management as it relates to our capital structure, our borrowing and repayment of funds, financial policies, management of foreign exchange risk and other matters of financial risk management, including the utilization of financial derivative products, insurance coverage strategies, banking relationships and other financial matters.

Our Board sets the appropriate “tone at the top” when it comes to risk tolerance and management by fostering a culture of risk-adjusted decision-making throughout PolyOne.management. Our Board ensures that the risk management processes designed and implemented by our management team are adapted to the Board’s corporate strategy and are functioning as directed. The Board also participates in an ongoing effort to assess and analyze the most likely areas of future risk for the Company by asking our management team to discuss the most likely sources of material future risks and how we are addressing any significant potential vulnerability.

The Board as a group is regularly updated on specific risks in the course of its review of corporate strategy, business plans and reports to the Board by management and its respective committees. The Board believes that itscertain important categories of risk are assigned to committees that consist of independent Directors. These committees receive, review and evaluate management reports on risk, thereby preserving the benefit of independent risk oversight. The Board believes that the leadership structure supports the risk oversight function of theour Board but that the risk oversight function otherwise has no effect onis appropriate given the Board’s leadership structure.oversight of risk as described above.

Code of Ethics, Code of Conduct and Corporate Governance Guidelines

In accordance with applicable NYSE listing standards and Securities and Exchange (“SEC”)SEC regulations, the Board has adopted a Code of Ethics, Code of Conduct and Corporate Governance Guidelines. These are also posted and available on our website at www.polyone.com, under “Corporate Governance”“Governance” on our investor relations page.

Our Corporate Governance Guidelines contain a policy relating to majority voting. Pursuant to the policy, any nominee for election as a Director of the Board who receives a greater number of votes “withheld” from his or her election than votes “for” his or her election in an election of Directors that is not a contested election is expected to tender his or her resignation as a Director to the Board promptly following the certification of the election results. Neither abstentions nor brokernon-votes will be deemed to be votes for or withheld from a Director’s election for purposes of the policy, regardless of the rules treating brokernon-votes as withheld in uncontested elections of Directors. The Nominating and Governance Committee (without the participation of the affected Director) will

CORPORATE GOVERNANCE

consider each resignation tendered under the policy and recommend to the Board whether to accept or reject it. The Board will then take appropriate action on each tendered resignation, taking into account the Nominating and

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CORPORATE GOVERNANCE

Governance Committee’s recommendation. The Nominating and Governance Committee, in making its recommendation, and the Board, in making its decision, may consider any factors or other information that it considers appropriate, including the reasons (if any) given by shareholders as to why they withheld their votes, the qualifications of the tendering Director and his or her contributions to the Board and to PolyOne, and the results of the most recent evaluation of the tendering Director’s performance by the other members of the Board. The Board will promptly disclose its decision whether to accept or reject the Director’s tendered resignation and, if applicable, the reasons for rejecting the tendered resignation.

Communication with Board

Shareholders and other interested parties who wish to communicate directly with the Board as a group, thenon-management or independent Directors as a group, or with any individual Director may do so by writing to the Secretary, PolyOne Corporation, 33587 Walker Road, Avon Lake, Ohio 44012. The mailing envelope and letter must contain a clear notation indicating that the enclosed letter is either a “Shareholder-Board of Directors Communication” or an “Interested Party-Board of Directors Communication,” as appropriate.

The Secretary will review all such correspondence and regularly forward to the Board a log and summary of all such correspondence and copies of all correspondence that, in the opinion of the Secretary, deals with the functions of the Board or committees of the Board or that she otherwise determines requires their attention. Directors may at any time review a log of all correspondence we receive that is addressed to members of the Board and request copies of any such correspondence. Concerns relating to accounting, internal controls or auditing matters are immediately brought to the attention of our internal audit department and handled in accordance with procedures established by the Audit Committee for such matters.

Board and Committees

Board Attendance

The Board met six times during 2015,2018, the calendar year being our fiscal year. Each member of our Board attended at least 75% of the meetings held by our Board and the meetings held by the committees of our Board on which such member served during the period for which he or she served as a Director. Each Director is expected to attend the Annual Meeting. In 2015,2018, all of our Directors serving at that time attended the Annual Meeting.

Board Committees

As of the date of this proxy statement, our Board has 11 Directors and the following four committees: Audit, Compensation, Nominating and Governance, and Environmental, Health and Safety. Each committee meets periodically throughout the year, reports its actions and recommendations to the Board, receives reports from senior management, annually evaluates its performance and has the authority to retain outside advisors in its discretion. The primary responsibilities of each committee are summarized below and set forth in detail in each committee’s written charter, which is located on our website at www.polyone.com under “Corporate Governance”“Governance” on our investor relations page.

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CORPORATE GOVERNANCE

C = Chair of the Committee

* Kim Ann Mink will serve as a member of the Audit Committee following the 2019 Annual Meeting.

C = Chair of the Committee

* In 2015,Kerry Preete will serve as Chair of the Compensation Committee assisted byand Robert E. Abernathy will serve as a member of the Compensation Committee following the 2019 Annual Meeting.

**In 2018, Willis Towers Watson (the “Consultant”), analyzed competitive market compensation data relating to salary, annual incentives and long-term incentives for our executive officers. In analyzing competitive market data, provided the Compensation Committee reviewed data from a peer group of similarly-sized United States chemical companies and reviewed data from the Consultant’s Compensation Data Bank and other published surveys. The Consultant then assisted the Compensation Committee in benchmarkingwith comparative compensation information with respect to base salaries and annual and long-term incentive targets.targets to provide the Compensation Committee with a general understanding of current compensation practices in the market. More detailed information about the compensation awarded to our Named Executive Officers in 2018, and the role of the Consultant and management in determining or recommending the amount or form of executive officers in 2015compensation, is provided in the “Compensation Discussion and Analysis” section of this proxy statement. The Consultant regularly attends Compensation Committee meetings, maintains regular contact with the Compensation Committee, and interacts with management to gather the data needed to prepare reports for Compensation Committee review.

***The Compensation Committee periodically reviews the relationship with the Consultant including the level and quality of services provided, as well as fees for those services. In addition, expenses for other consulting services

CORPORATE GOVERNANCE

provided to PolyOne by the Consultant that are not related to executive compensation are monitored to ensure that executive compensation consultant independence is maintained. The Consultant provided us with services underless than $120,000 that were in addition to the services provided in connection with its advice and recommendations on the amount or form of executive and Director compensation.

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CORPORATE GOVERNANCE

The Compensation Committee considered all relevant factors, specifically including six consultant independence factors under Rule10C-1(b)(4)(i) through (vi) under the Securities Exchange Act, of 1934 (referred to as the “Exchange Act”), in assessing the independence of the Consultant. The Compensation Committee reviewed each factor as well as information provided by the Consultant that related to and was responsive to each factor, which assisted in the assessment. Upon completing this assessment, the Compensation Committee also determined that no “conflicts of interest have been raised by the work performed by the Consultant.”

C = Chair of the Committee

* Patricia Verduin will serve as a member of the Nominating and Governance Committee following the 2019 Annual Meeting.

** The Nominating and Governance Committee will consider shareholder suggestions for nominees for election to our Board. A shareholder that wishes to suggest a Director candidate for consideration by the Nominating and Governance Committee should follow the same procedures described for shareholder nominations for Director on page 6.in the “Proposal 1 – Election of Board of Directors” section of this proxy statement. The Nominating and Governance Committee uses a variety of methods for identifying and evaluating nominees for Directors, including third-party search firms, recommendations from current Board members and recommendations from shareholders. Nominees for election to the Board are selected on the basis of the following criteria:

The Nominating and Governance Committee believes that having a diverse Board leads to more innovation, unique thinking and better governance. We consider diversity to include differences in race, gender and national origin, as well as differences in viewpoint, background, experience and skills. Diversity is a key characteristic that we will consider, and instruct any third-party search firm we use to consider, in searches for future Board members.

The Nominating and Governance Committee also considers such other relevant factors as it deems appropriate, including the current composition of the Board, the balance of management and independent Directors, the need for Audit Committee expertise and the evaluations of other prospective nominees. The Nominating and Governance

CORPORATE GOVERNANCE

Committee has established these criteria that any Director nominee, whether suggested by a shareholder or otherwise, should satisfy. A nominee for election to the Board who is suggested by a shareholder will be evaluated by the Nominating and Governance Committee in the same manner as any other nominee for election to the Board. Finally, if the Nominating and Governance Committee determines that a candidate should be nominated for election to the Board, the Nominating and Governance Committee will present its findings and recommendation to the full Board for approval.

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CORPORATE GOVERNANCE

The Nominating and Governance Committee is responsible for ensuring that the Board evaluates its performance on an annual basis. The directorDirector evaluation process includes self-evaluation of the Board as a whole and of each Board committee, as well as a peer evaluation. In addition, the Lead Director discusses overall Board effectiveness with each individual Director on an annual basis.

C = Chair of the Committee

* William R. Jellison will serve as a member of the Environmental, Health and Safety Committee following the 2019 Annual Meeting.

Board Refreshment

The Nominating and Governance Committee is charged with reviewing the composition of the Board and refreshing the Board as appropriate. In the past five years, the Committee has brought on five new independent Directors. The chart below shows the percentage of our Directors following the Annual Meeting (assuming all nominees are elected) who have tenure in each of the following categories: five or fewer years of service; six to ten years of service; and more than ten years of service.

Our Corporate Governance Guidelines provide thatnon-employee Directors may not stand forre-election following the date of the Director’s 72^nd birthday, although the Board may waive this limitation if it determines such waiver to be in the best interests of the Company. In accordance with this policy, we are not nominating William H. Powell forre-election as a Director at the Annual Meeting. Further, the Board annually assesses its effectiveness through a robust evaluation process, as described above.

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NON-EMPLOYEE DIRECTOR COMPENSATION

2015 2018NON-EMPLOYEE DIRECTOR COMPENSATION

In 2015,the first half of 2018, we paid ournon-employee Directors a retainer at an annual retainerrate of $200,000$210,000 (payable in quarterly installments in arrears) consisting of $90,000$95,000 in cash and $110,000$115,000 in value of fully vested common shares. In 2015,2018, the Compensation Committee analyzed competitive market data provided by the Consultant relating to both the cash retainer (including the additional cash retainers for the Lead Director and committee chairs, and unscheduled meeting fees) and the equity award value. These compensation elements were benchmarkedcompared against PolyOne’s peer group as well as other applicablea general industries.industry group consisting of 165comparably-sized general industry (excluding financial services) companies based on median revenues. This analysis demonstrated that thenon-employee Directors’ compensation approximatedwas below the median of our peer group. As a result, no changes were madeand effective as of the third quarter of 2018, the Board increased the annual retainer to $230,000 (payable in quarterly installments in arrears) consisting of $100,000 in cash and $130,000 in value of fully vested common shares, to better align the Directors’ cash retainer and equity award value for the balance of 2015.with current market levels.

We pay individual meeting fees only as follows: $2,000 for each unscheduled Board and committee meeting attended; and $1,000 for participation in each unscheduled significant telephonic Board and committee meeting. In addition, the Lead Director and chairpersonschair of the following committees receive the additional fixed annual cash retainers (payable in quarterly installments in arrears) listed below, which were not increased in 2015.2018. We also reimburse Directors for expenses associated with each meeting attended.

Non-employee Directors may defer payment of all or a portion of their annual cash retainer under our Deferred Compensation Plan forNon-Employee Directors (“Deferred Compensation Plan”), which was amended and restated effective May 20,in 2014. Directors may also elect to have their cash retainer converted into our common shares. These shares, as well as the annual retainer consisting of fully vested common shares, may also be deferred under the Deferred Compensation Plan. In 2015,2018, we awarded shares to Directors under our Long-Term Incentive Plan (as defined herein).Plan. Deferred compensation, whether in the form of cash or common shares, is held in trust for the participating Directors. Interest is earned on the cash amounts and dividends, if any, on the deferred common shares are accrued for the benefit of the participating Directors.

20152018 Director Compensation Table

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NON-EMPLOYEE DIRECTOR COMPENSATION

Fees Earned or Paid in Cash (column (a))

Non-employee Directors may defer payment of all or a portion of their $90,000 annual cash retainer (payable in quarterly installments in arrears), as well as meeting, Lead Director, and committee chairpersonchair fees, into the Deferred Compensation Plan. Fees are prorated based upon time served as a Director, Lead Director, or committee chairpersonchair in any applicable quarter.

Stock Awards (column (b))

Ournon-employee Directors’ stock compensation consisted of an annual award (payable in quarterly installments in arrears) of $110,000 in value of fully vested common shares, which the Directors could elect to defer. We determined the number of shares to be granted each quarter by dividing the applicable dollar value by the arithmetic average of the high and low stock price on the last trading day of each quarter and rounding to a whole share as partial shares are not issued. We used the following quarterly per share fair market values, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”), in calculating the number of shares: March 31, 20152018 — $37.275 (737$42.480 (677 shares); June 30, 20152018 — $38.92 (706$43.540 (660 shares); September 30, 20152018 — $29.54 (930$43.595 (745 shares); and December 31, 20152018 — $31.995 (859$28.31 (1,149 shares). The value of the stock award is prorated based upon time served as a Director in any applicable quarter.

Option Awards Outstanding and Fully-Vested Deferred Shares

As of December 31, 2015,2018, there were no outstanding stock options held bynon-employee Directors and no stock option exercises were conducted by our Directors in 2015. Directors. The number of fully-vested deferred shares held in an account for each Director at the end of the fiscal year is set forth below.below:

		2324

OWNERSHIP OF POLYONE SHARES

OWNERSHIP OF POLYONE SHARES

Beneficial Ownership of Our Common Shares

The following table shows the number of our common shares beneficially owned on March 1, 2016February 28, 2019 (including shares the individuals have a right to acquire within 60 days of that date) by each of our Directors, each of the executive officers named in the 20152018 Summary Compensation Table on page 42below and by all Directors and executive officers as a group.

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OWNERSHIP OF POLYONE SHARES

The following table shows information relating to all persons who, as of March 1, 2016,February 28, 2019, were known by us to beneficially own more than five percent of our outstanding common shares based on information provided in Schedule 13Gs and 13Ds filed with the SEC:

OWNERSHIP OF POLYONE SHARES

Stock Ownership Guidelines forNon-Employee Directors

The purpose of our stock ownership guidelines (referred to as the “Guidelines”) is to better align our Directors’ financial interests with those of our shareholders by requiring our Directors to own a minimum level of our shares. In order to reflect the Board’s commitment to share ownership, the required share ownership level fornon-employee Directors is a minimum of 12,500 shares.

The Directors are expected to make continuing progress towards compliance with the Guidelines and to comply fully within five years of becoming subject to the Guidelines. For purposes of our Guidelines, the following types of share ownership and equity awards are included as shares owned: shares directly and indirectly held; shares and phantom shares held in our deferral plans; and restricted stock units. As of the date of this proxy statement, all Directors are either meeting,meet, or are on track to meet, the Guidelines. All Directors are required to retain 100% of all shares obtained through us, as compensation for services provided to us, with such percentage to be calculated after any reduction in the number of shares to be delivered as a result of any taxes and exercise costs relating to the shares (if applicable). This requirement to retain 100% of all shares obtained from us ceases once the Director has met the Guidelines, as long as the Guidelines continue to be met. TheseSimilar policies, as they relate to our Named Executive Officers, are set forth in the “Other Aspects of Our Compensation Programs” section of this proxy statement.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires that certain of our officers, our Directors and persons who own more than 10% of a registered class of our equity securities file reports of ownership and changes in ownership with the SEC. These officers, Directors and greater than 10% shareholders are required by SEC rules to furnish us with copies of all forms they file. Based solely on our review of the copies of such forms received by us and written representation from certain reporting persons, we believe that during 20152018 and until the date of this proxy statement, all Section 16(a) filing requirements applicable to those officers, Directors and 10% shareholders were satisfied, except for one Form 4 regarding one transactionfiling for Michael E. Kahler,each of our executive officers relating to the vesting of an award of restricted stock units on February 10, 2019, which was filedwere each made one day late.

after the due date.

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COMPENSATION DISCUSSION AND ANALYSIS

COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

PolyOne Corporation is a premier provider of specialized polymer materials, services and solutions with operations in specialty engineered materials, advanced composites, color and additive systems and polymer distribution. We are also a highly specialized developer and manufacturer of performance enhancing additives, liquid colorants and fluoropolymers, and silicone colorants. Headquartered in Avon Lake, Ohio, we have employees at sales, manufacturing and distribution facilities in North America, South America, Europe and Asia.

This section highlights significant Compensation Committee and Company executive compensation actions that occurred in 2015.2018. In addition, it illustrates the relationship between the compensation of our Named Executive Officers and how we measure Company performance. Our Named Executive Officers for 20152018 were:

How Pay is Tied to Company Performance. Our compensation programs are designed to: (1) attract and help retain talented executives; (2) reward employees for generating consistent improvement in Company performance; and (3) align compensation with the interests of our shareholders with the ultimate goal of improving long-term shareholder value. We believe that executive compensation, including both pay opportunities and pay actually earned, should be tied to Company performance, which we view in two primary ways:

How our compensation programs contribute to our Company’s success is described below.

Key 20152018 Company Performance Results.⁽¹⁾ Revenue growth of 9% in 2018 was driven by our continued investment in commercial resources and the impact of specialty acquisitions, with CAI’s record performance leading the way. EPS and operating income were down slightly or flat as total revenue growth and record CAI performances were offset by the unfavorable impact of our pensionmark-to-market charge, and higher environmental costs. Adjusted EPS and adjusted operating income, which exclude the impact of the pensionmark-to-market and environmental charges, grew 10% and 5%, respectively. Other operational and key milestones accomplished include:

COMPENSATION DISCUSSION AND ANALYSIS

While some of these achievements don’t always grab the same headlines as do stock price appreciation and financial metrics performance, we believe that these significant accomplishments position us well for long-term growth and creation of future shareholder value. Creating a safe and healthy work environment, returning cash to shareholders, expanding the overall size of the business and being recognized as a great place to work – these are results that we work hard every day to achieve, and these results are what we believe will drive the success of our business for years to come. In 2018, we also outlined how PolyOne delivered strongdefines sustainability and the progress we’re making in each of our four focus areas: People, Products, Planet and Performance. This focus on sustainability will allow us to achieve our goals today, while also ensuring our ability to do the same in the future.

We believe that our investors will appreciate that the compensation of our Named Executive Officers was commensurate with our performance resultsresults. The Company has been highly effective at driving growth in 2015. The Compensation Committee believes thatthe transformation of PolyOne to a high performing global specialty company. By refocusing the sales force on value and profits versus volumes, and emphasizing specialty businesses versus those more commodity in nature, Mr. Patterson and our other Named Executive Officerssenior management team have performed well in a challenging global environment and that their compensation is commensurate with this performance. driven substantial EPS growth.

The chart below sets forth key Company results over the previous calendar year (dollar amounts below are in millions, except per share amounts).

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COMPENSATION DISCUSSION AND ANALYSIS

In addition, we have achieved 25 consecutive quarters of Adjusted Earnings Per Share growth. Since our transformation began in 2006, our earnings per share has grown at a compounded annual growth rate of 36%. We delivered record Adjusted Earnings Per Share in 2015 of $1.96.

Return to Shareholders.Delivering 25nine consecutive quartersyears of Adjusted Earnings Per Shareadjusted EPS expansion, driven by record levels of profitinvestments in commercial resources and profitability,specialty acquisitions, has created shareholder value. This accomplishmentEPS expansion was the result of our aggressive goal setting and relentless efforts to execute our proven four-pillar strategy of specialization, globalization, commercial excellenceSpecialization, Globalization, Commercial Excellence and operational excellence.Operational Excellence.

Pay-for-Performance: 2015 2018 Compensation Outcomes.Our 20152018 compensation results continued to reflect our objective pay-for-performance philosophy of aligning executive compensation directly with our operational and financial performance.performance:

COMPENSATION DISCUSSION AND ANALYSIS

Looking back, we believe that our Named Executive Officers’ incentive compensation results are aligned with the operational performance that we achieved for 2018.

Listening to Shareholders. At the 20152018 Annual Meeting, we held our fifth annual advisory vote on Named Executive Officer compensation. 86%Over 95% of the votes cast were in favor of this advisory proposal. The Compensation Committee considered the voting results as well as other input from conversations held with investors and viewed them as continued support of our executive compensation programs. As a result, the Compensation Committee made no material changes in the structure of our compensation programs orpay-for-performance philosophy based on the

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voting results for the proposal. At the 20162019 Annual Meeting, we will again hold an advisory vote to approve Named Executive Officer compensation. The Compensation Committee expects to consider the results from this year’s and future advisory votes on Named Executive Officer compensation.

Executive Compensation Practices and Programs. The executive compensation practices and programs described below and in the accompanying tables played a vital role in driving our strong financial results and aligning pay with performance for 20152018 and are intended to attract and help retain a highly experienced, successful team to manage PolyOne. Our practices and programs are directly linked to our key business objectives and are designed to create value for our shareholders.shareholders, including when we achieve positive operational performance.

2015 Pay-for-Performance Analysis. As described more fully below, we believe that the majority of each Named Executive Officer’s compensation should be linked directly to our performance and the creation of shareholder value. The following chart compares cumulative TSR on our common shares against the cumulative total return of the S&P 500 Index and the S&P Mid Cap Chemicals Index for the five-year period December 31, 2010 to December 31, 2015, assuming in each case a fixed investment of $100 and reinvestment of all dividends. Our performance has exceeded the S&P 500 Index as well as the S&P Mid Cap Chemicals Index.

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We believe that the returns to shareholders shown in the graph above indicate that our pay-for-performance philosophy, compensation plan design and selected performance measures are working, and have resulted in performance that has provided increased value to our shareholders over the long-term.

We also believe that the compensation of our Named Executive Officers has been commensurate with our performance results. The Company has been highly effective at driving margin growth in the transformation of PolyOne to a high performing global specialty company. By refocusing the sales force on value and profits versus volumes, and emphasizing specialty businesses versus those more commodity in nature, Mr. Patterson and our senior management team have driven substantial earnings growth.

The following graph provides a historical perspective, comparing Mr. Patterson’s pay (as disclosed in the Summary Compensation Table for 2014 and 2015) and our performance to the pay-for-performance of our peer group for 2014-2015 (for TSR) and 2013-2014 (for pay). Mr. Patterson’s Summary Compensation Table compensation is low compared to our recent performance, with his pay approximating the fifth percentile of our peers while our performance was at the 50^th percentile.

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COMPENSATION DISCUSSION AND ANALYSIS

For purposes of this graph, pay is defined as the two-year sum of Summary Compensation Table pay for all applicable elements including base salary, stock and option awards at grant value, non-equity incentive plan compensation and all other compensation. Two-year performance is based on two-year TSR (2014-2015). The peers used in this graph include those listed on page 31 of this proxy statement.

Executive Compensation Philosophy and Objectives

Our executive compensation programs reward our officers’ performance, are specifically linked to our achievement of strategic operating and financial goals, and are designed to be competitive in the marketplace. We reward our executives for performance that meets or exceeds our strategic goals, without encouraging excessive risk-taking that could have a detrimental impact on our long-term results and the interests of our shareholders. We believe the design of our compensation plans and the relative mix of compensation elements successfully motivate our executives to improve our overall corporate performance and the profitability of the specific business unit(s)units for which they are responsible, thus maximizing shareholder value. The main objectives of our executive compensation programs are to:

Compensation Consultant.Our executive compensation programs are approved and overseen by the Compensation Committee, which is composed entirely of independent Directors. The Compensation Committee retained the Consultant in 20152018 to assist with assessing the competitiveness and overall appropriateness of our executive compensation programs. The Compensation Committee worked with the Consultant and considered input from members of senior management to help ensure that our executives, including our Named Executive Officers, receive market competitive compensation programs that reward business results.

As described below, the Consultant assisted the Compensation Committee by (1) benchmarkingproviding comparative compensation information so weit could alignconsider base salaries, annual incentive targets and long-term incentive targets with our competitivein the context of a general understanding of current compensation practices in the market, pay philosophy discussed below, (2) providing guidance on incentive plan design, (3) monitoring and communicating trends in executive compensation to the Compensation Committee, (4) assisting with our proxy statement disclosures and (5) assessing our Board’s compensation.

Competitive Market Pay Information and Benchmarking.Information.We designed our compensation programs to be competitive with companies of comparable size and industry with whom we compete for executive talent. We analyzereview competitive market compensation data annually relating to salary, annual incentives and long-term incentives. The Compensation Committee generally manages individual components of compensationrecognizes that over-reliance on benchmarking and initially targets total direct compensation relative toexternal comparisons is not prudent, and the median (50th percentile)Compensation Committee is mindful of the competitivevalue and limitations of comparative data. As a result, although the Compensation Committee includes market data. However,data and its general understanding of current compensation practices in the market in the overall mix of factors it considers in assessing Named Executive Officer compensation, it does not target specific market levels. Rather, the Compensation Committee considers other factors as well, such as the responsibilities, performance, contributions and experience of each Named Executive Officer and compensation in relation to other employees, to determine final total compensation amounts. As a result, we do not set total direct compensation or the component parts at levels to achieve a mathematically precise market position. We also periodically analyze competitive market data relating to retirement benefits and other benefits. The Compensation Committee also obtains advice and recommendations from the Consultant in theseregarding retirement benefits and other areas of total compensation.

In analyzingreviewing competitive market data for the purpose of determining the market median for 2015,2018, we drew from two independent sources. We first reviewed proxy statement disclosures of a peer group ofsimilarly-sized United States chemical and plastics companies as a market check with respect to establish an estimate of marketthe compensation for our senior executives. This approach provided insight into specificcurrent compensation practices at business competitors or companies facing similar operating challenges.

We annually evaluate the composition of our compensation peer group, giving specific consideration to company size, global presence, and specialty chemical focus. We also look at the frequency with which these companies were used as peers by other companies in our industry and which companies had identified PolyOne as a

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peer. Financial and operating statistics for our peer group referenced during 2018 compensation decisions are summarized below:

*  Excludes Valspar Corporation as it was acquired in June 2017 and did not file consolidated financial statements for 2017.

Each of the companies constituting our peer group for 2018 compensation consideration met a majority of the primary criteria that were established. Based on this review, we determined that the existing compensation peer group was appropriate for 2015 and thus remained unchanged from the previous year other than the elimination of Rockwood Holdings, Inc., whichAs Axiall Corporation was acquired in 2015.August 2016, it was removed from the peer group and therefore not included in 2018 compensation considerations. The group consistsconsisted of the following 1715 companies:

* Cytec Industries Inc. and Sigma AldrichThe Valspar Corporation werewas acquired during 2015 and will subsequently be removed fromin June 2017 but filed a 2017 proxy statement, allowing their inclusion in the peer group going forward.

Financial and operating statistics for our 2015 peer group are summarized below:2018 compensation decisions.

The second independent source of data that we used to augment the peer proxy analysis was the Consultant’s analysis of competitive market data relating to other applicable general industries. The Consultant specifically used the following surveys: the Consultant’s executive compensation database; the Consultant’s Top Management Compensation Surveydatabase and Mercer’s Executive Compensation Survey. To obtain comparability based on company size, the Consultant’s analysis either referenced a specific sample ofcomparably-sized companies or calibrated the pay of a broad sample of companies against company size. PolyOne did not select the companies that comprise any of these survey groups, and the component companies’ identities were not a material factor in this analysis.

Review of 20152018 Named Executive Officer Compensation. Management and the Compensation Committee annually review the specific pay disclosures of our peer group and the broad-based survey data provided by the Consultant. Management uses this data to develop recommendations for the Compensation Committee’s review regarding eligibility and award opportunities as well as performance measures and goals for our long-term and short-term incentive plans commencing in the following year. The Compensation Committee also considers this information when making compensation decisions and aligning each of the pay elements with our compensation objectives and relative market practices.objectives.

The Compensation Committee and management annually review and consider tally sheets, which are developed by our Human Resourceshuman resources department to provide greater context for the compensation of our Named Executive Officers. The tally sheets provide information regarding each Named Executive Officer’s base salary, annual incentives, and long-term incentives, and are reviewed by the Consultant.

Annually, the CEO recommends, for the Compensation Committee’s review and approval, specific base salary and incentive target opportunity adjustments for the other Named Executive Officers other than himself, if an adjustment is warranted. The CEO makes his recommendations in conjunction with the marketplace data. He does not participate in any discussions with the Compensation Committee involving his own compensation. With guidance from the Consultant regarding market pay levels and based on a rigorous review of 20142017 performance and our compensation philosophy, the Compensation Committee determined the appropriate pay levels for Mr. Patterson for 2015.

2018. As a general matter, the Compensation Committee made its decisions regarding year-over-year increases in Mr. Patterson’s salary, annual incentive opportunity, and long-term incentive opportunity from 2017 (further described below) with guidance from the Consultant regarding market pay levels and based on a review of 2017 performance.

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What We Pay and Why: Elements of Compensation

Our executive compensation programs are designed to recognize an executive’s scope of responsibilities, leadership ability and effectiveness in achieving key performance goals and objectives. As an executive’s level of responsibility within PolyOne increases, so does the percentage of total compensation that is linked to performance in the form of variable compensation. Thus, the majority of the total direct compensation is performance-based and not guaranteed. We also provide various retirement and benefit programs and modest, business-related benefits. The chart below provides a picture of all elements of the total direct compensation provided to our Named Executive Officers (referred(also referred to as NEOs), except for Mr. Newlin as he was not eligible for either an annual incentive or long-term incentive in 2015 per the terms of his Letter Agreement.. Detailed information follows the chart below.

While the Compensation Committee does consider comparative compensation relativeinformation to gain a general understanding of current compensation practices in the market, medians, it does not benchmark or ultimately target a specific percentile or data point in assessing competitiveness for base pay or our incentive programs. Individual opportunities vary based on length of time with PolyOne, individual performance and level of leadership responsibility within the Company. This strategy is consistent with our competitive market pay philosophy discussed in the “Executive Compensation Philosophy and Objectives” section of this proxy statement.

2018 Base Salary. Base salaries for our Named Executive Officers in 20152018 were individually determined by the Compensation Committee after consideration of: (1) the CEO’s recommendations (for all Named Executive Officers other than the CEO); (2) breadth, scope and complexity of the executive’s role; (3) internal equity; (4) current compensation; (5) tenure in position; (6) market pay levels and trends around merit increases; and (7) relative positionindividual performance.

After consideration of the Named Executive Officer’s salary tofactors above, the market median for the executive’s role; and (8) individual performance.

The Compensation Committee made the following decisions related to base salaries for our Named Executive Officers in 2015:2018: Mr. Patterson’s base salary was increased from $800,000$990,000 to $900,000 to closer align his salary with that of the market median for CEOs and his tenure in the position;$1,050,000; Mr. Richardson’s base salary was increased from $540,000$585,000 to $557,000;$610,000; Mr. Van Hulle’sCrist’s base salary was increased from $435,000$395,000 to $449,000; and$415,000; Mr. Nikrant’sGarratt’s base salary was increased from $364,000$420,000 to $405,000 due to his strong business performance$435,000; and to align his salary with that of the market median. Mr. Newlin’sMs. Kunkle’s base salary was reducedincreased from $1,050,000$400,000 to $655,850 in accordance with the terms of his Letter Agreement, as that term is defined herein. Ms. McAlindon did not receive a salary increase in 2015 and her salary at the time of her separation from service was $315,000.$425,000.

The amounts listed above were base salaries in effect on December 31, of each applicable year. For Messrs. Patterson, Richardson, Newlin, Van Hulle2017 and Nikrant,December 31, 2018, respectively, and the actual salary received by each as shown in the 20152018 Summary Compensation Table of this proxy statement was prorated based on base salary rates in effect before and after the effective dates of the changes. Based on the competitive market data provided by the Consultant, we determined that

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the 2015 salaries of the Named Executive Officers were within a range of 11% above to 6% below the 2015 market medians for comparable positions (Mr. Newlin was excluded from this analysis as his salary is determined by the terms of his Letter Agreement and Ms. McAlindon was excluded from this analysis as she was no longer with the Company at the time this analysis was performed).

2018 Annual Incentive.We payprovided an annual incentive in accordance withopportunity for 2018 under our Annual Plan to (1) reward our Named Executive Officers for achieving specific performance goals that would advance our

COMPENSATION DISCUSSION AND ANALYSIS

profitability, (2) drive key business results, and (3) recognize individuals based on their contributions to those results. The Named Executive Officers’ 20152018 individual annual incentive opportunities (expressed as a percentage of base pay) that were approved by the Compensation Committee and effective for the 2018 Annual Incentive Program were as in effect as of December 31, 2015 are:follows and were unchanged from 2017: Mr. Patterson – 100%120%; Mr. Richardson – 65%; and Messrs. Van HulleCrist and NikrantGarratt, and Ms. McAlindonKunkle – 55%. Mr. Newlin did not receive a 2015 annual incentive award. None of the Named Executive Officers received an increase in annual incentive opportunity in 2015 as all were determined to be at or near market median with respect to this component.

Based on the competitive market data provided by the Consultant, we determined that the 2015 Annual Incentive Program target opportunities for the Named Executive Officers were within a range of at market to 15% below the 2015 market median for comparable positions. Mr. Patterson’s target opportunity for this component is 15% below the 2015 market median. This reflects the Compensation Committee’s intention to move Mr. Patterson’s pay toward the market median over time as he becomes a longer-tenured CEO. Mr. Newlin was excluded from this analysis as he did not receive a 2015 annual incentive award and Ms. McAlindon was excluded from this analysis as she was no longer with the Company at the time this analysis was performed.

The Compensation Committee determined, after a thorough evaluation of possible plan designs and performance measures (described below), that we would maintain the same fundamental annual incentive design in 20152018 that we used in 2014.2017. The Compensation Committee’s evaluation demonstrated that the performance measures utilized for this program are the most critical elements of PolyOne’s performance for both 2014 and 20152018 and, when combined, contribute to sustainable growth.

The 20152018 Annual Incentive Program performance measures are described below.below:

The payouts under the 20152018 Annual Incentive Program arewere based on attainment with respect to target goals set for each individual performance measure. Rewardable attainment with respect to these performance measures rangesranged from 50% (threshold) to 200% (maximum) of goal. If achievement with respect to any performance measure fallshad fallen between the threshold and target, or between the target and maximum, earned award amounts for that particular performance measure will bewould have been interpolated on a straight-line mathematical basis. If achievement with respect to any performance measure doesdid not reach threshold, then that measure will bewould have been deemed to have 0% attainment. The performance measures for the 20152018 Annual Incentive Program were weighted as outlined in the charts below.