Myers Industries (MYE) DEFA14A Additional proxy soliciting materials

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES

EXCHANGE ACT OF 1934

Filed by the Registrant  x                            Filed by a Party other than the Registrant  ¨

Check the appropriate box:

¨	Preliminary Proxy Statement
¨	Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨	Definitive Proxy Statement
x	Definitive Additional Materials
¨	Soliciting Material Pursuant to §240.14a-12
MYERS INDUSTRIES, INC.
(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):
x	No fee required.
¨	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11. (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)	Proposed maximum aggregate value of transaction:
	(5)	Total fee paid:
¨	Fee paid previously with preliminary materials.
¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount previously paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Date Filed:

Myers Industries, Inc.

Investor Presentation

April 2013

2

Highlights

Company at a Glance

3

•

NYSE: MYE

•

Founded in 1933

•

Headquartered in Akron, OH

•

3,378 employees

•

Diversified International

manufacturer of polymer

products and wholesale

distributor that operates in

four segments

2012 Net Sales

2012 Adjusted

EBIT

Business Segments

4

Our Vision for Profitable Growth

Myers Industries is:

•

A diversified industrial company focused on five key growth platforms in

niche manufacturing and tire supply distribution

•

Returnable Packaging

•

Storage & Safety Products

•

Tire Repair & Retread Products

•

Specialty Molding

•

Tire Supply Distribution

•

A decentralized business rooted in strong brands

•

The leader in its industries, delivering customer dedication and strong

financial

results

through…

•

Innovation

•

Operations Excellence

•

Organization Development

•

Growing in North America and rapidly developing international markets via

organic growth and selective, high value-add acquisitions

•

Improving underperforming operations

5

Our Strategic Principles

6

Customer

Dedication

Innovation

Operations

Excellence

Organization

Development

Financial

Strength

Our Goals

•

Generate returns above cost-of-capital

•

Produce strong free cash flow

•

Achieve organic growth > 1.5x GDP

•

Realize sales >10% of total sales from new products, services

or markets developed in the last three years

•

Target a 5% reduction in COGS each year

•

Maintain strong financial position

•

Balanced approach to capital allocation including returning

cash to shareholders

7

Solid Cash Flow Generation

8

$(Millions)

Cash Flows from Operating Activities

Returning Cash to Shareholders

9

•

Dividend paid every year since public in 1971

Dividends

Notes: 

1) Above adjusted for stock dividends and splits in 2000, 2001, 2002 and 2004.

2) In 2007 there was an additional special dividend (not shown above) of $0.28 or $9.9M accrued

but not paid until 2008, resulting from a merger termination payment.

3) In 2012 there was an accelerated dividend paid in December that is not reflected above

4)  2013 dividend is forecasted based on increased dividend paid

in Q1 2013

•

Share repurchases

•

Spent $4M to buy back 300k shares in 2012

•

Spent $20M to buy back 2M shares in 2011

Progress in Accomplishing Our Goals

10

Key Metrics

Goals

2012

2011

Sales Growth

> 1.5x GDP

4.7%

2.4%

Gross Margin

> 27%

27.4%

26.3%

ROIC*

> 10%

10.0%

8.5%

Innovation / NPD**

>10% of Sales

6%

3%

Operations Excellence  Savings

5% of COGS (gross)

3%

3%

*ROIC = Net Operating Profit After Tax / (Debt + Equity).

** NPD = New Product Development. Calculation based on products/services introduced within last 3 years.

Full Year 2012 Highlights

•

Achieved 40% increase in adjusted EPS

•

$0.94 compared to $0.67 in 2011

•

Completed two strategic acquisitions which were accretive

•

Novel  -

designer and manufacturer of returnable plastic crates and totes that is a clear fit

with Myers’

returnable packaging market focus and geographic expansion strategy

•

Jamco –

designer and manufacturer of heavy-duty industrial steel carts and cabinets

whose products are sold through national catalogs and distributors similar to our Akro-

Mils business

•

6% of total sales in 2012 came from products, services or markets developed in the

last three years.

•

Realized $17.9 million in Operations Excellence savings

•

3% of Cost of Goods sold

•

Increased capital spending by $5.1 million to $27 million

•

55% was for growth oriented projects

•

Returned cash to shareholders through dividend increase of 14% and $4M of

share repurchases

11

•

As part of Innovation initiative more than 40 new products and services were

introduced

12

Innovative New Products in 2012

Bin Clip

(Patented)

18”

Deep

Pick Rack

60-Gallon Drum

Electronic Testing

Equipment for Truck

Fleets

Preset Gauge

Inflator

Water Based

Tread Cement

New Sizes Co-Ex

Pots & Trays

True Size

Nursery

Containers

360 Cell

Plug Tray

Slope-It

Bin Insert

Lean Panel -

Industry First

Sloped

Louvered Panel

Tilt-View

The Grow Box

Decorative

Containers

Solid Corporate Governance Principles 

13

•

Separate roles of CEO and Board Chairman

•

All directors stand for election annually

•

No poison pill provision

•

Broad range of expertise provided by current board

•

Stock ownership guidelines for officers and directors

•

Director resignation policy in place

•

No Executive employment agreements

•

No Gross up provisions

•

Only double trigger change of control protection

•

Focus on pay for performance

•

Consider  and evaluate all shareholder director nominees; seek best

qualified directors

Committed and Experienced Board 

14

•

Myers Industries has extremely experienced and effective Board members

overseeing a solid strategic plan and challenging management to drive

additional shareholder value creation.

•

The Board is composed of 9 members, 8 of which are independent

•

The Board’s composition includes expertise from diverse areas:

•

5 of the 9 directors have joined the board in just the past 6 years

2007:  Robert Stefanko

2009:  John Crowe

2010:  Sarah Coffin

2011:  William Foley

2011:  Robert Heisler, Jr.

Polymer Manufacturing

Industrial Operations

Finance & Accounting

Distribution

Investment Banking

Sales & Marketing

Risk Management

Strategic Planning

Mergers & Acquisitions

Banking & Capital Formation

Profile of Current Board of Directors 

15

•

Vincent C. Byrd –

served as a Director since 2006

•

President & Chief Operating Officer, The J.M. Smucker Company (NYSE) and Director      

of the J.M. Smucker Company

•

Expertise in operations, branding, finance, international business, mergers and

acquisitions,  and compensation

•

Sarah R. Coffin –

served as a Director since 2010

•

Former Chief Executive Officer, Aspen Growth Strategies LLC

•

Senior-level leadership in polymer industry; expertise in marketing and

operations

•

John B. Crowe –

served as a Director since 2009

•

Chief Executive Officer and Chairman of Buckeye Technologies Inc. (NYSE)

•

Expertise in packaging markets, operations, investor relations and strategic planning

•

William A. Foley –

served as Director since 2011

•

Chairman of the Board of Directors of Libbey, Inc. (NYSE)

•

Expertise in polymers, lawn and garden markets, distribution, operations, and governance

•

Robert B. Heisler, Jr. –

served as Director since 2011

•

Retired Dean, Kent State University Business School

•

Director, FirstEnergy Corp. (NYSE); TFS Financial Corporation (NASDAQ)

•

Former Chief Financial Officer, Kent State University

•

Former Chairman and Chief Executive Officer, KeyBanc, NA (NSYE)

•

Expertise in finance, management, mergers and acquisitions, and

strategic planning

Profile of Current Board of Directors 

16

•Richard

P.

Johnston

–

served

as

a

Director

since

1992

•

Current Chairman of the Board of Myers Industries; Founder and former CEO of

Buckhorn, Inc.

•

Managing Director of Jackson Hole Capital Partners

•

Director of Results Radio, Inc.

•

Expertise in operations, strategic planning, corporate governance practices, and

mergers and acquisitions

•

Edward W. Kissel –

served as a Director since 2000

•

President and Managing Partner of Kissel Group Ltd.

•

Expertise in manufacturing, sales, marketing, strategic planning, and mergers

and acquisitions

•

John C. Orr –

served as a Director since 2005

•

President and Chief Executive Officer of Myers Industries

•

Director of Libbey Inc. (NYSE)

•

Expertise in polymer manufacturing, strategic planning, operations, and mergers

and acquisitions

•

Robert A. Stefanko –

served as a Director since 2007

•

Former Chairman of the Board and Executive Vice President of Finance and

Administration of A. Schulman, Inc.

•

Director and member of Audit Committee of OMNOVA Solutions, Inc. (NYSE)

•

Expertise in polymers, finance,  and risk management

Background and History with GAMCO

17

The Company has made every effort

over the last several years to understand and respond

to GAMCO’s concerns regarding the Board of Directors:

In November 2008, GAMCO sent a letter to the Company announcing its intention to

nominate 3 nominees for election to the Board of Directors at the 2009 Annual Meeting of

Shareholders.

Upon receiving GAMCO’s letter, a representative of the Company’s Board contacted GAMCO

to further inquire about specific concerns of GAMCO relating to the Company.  The individuals

noted in GAMCO’s letter were invited to participate in the regular Board candidate vetting

process.

GAMCO declined to have its individuals participate in the Company’s review process and

failed to articulate any specific concerns that it had regarding

the operations of the

Company.

The Company identified and evaluated a highly qualified candidate, John Crowe, and

nominated him for election to the Board of Directors at the 2009

Annual Meeting of

Shareholders.

The Company received no further communications from GAMCO regarding the Company until

the filing of GAMCO’s preliminary proxy statement with the SEC on March 30, 2009.

At the April 30, 2009, Annual Meeting of Shareholders, shareholders strongly supported the

full Company Director slate and did not support the GAMCO slate.

Background and History with GAMCO

18

In May 2009, GAMCO disclosed that it intended to submit one or more individuals as

nominees for election to the Board of Directors at the 2010 Annual Meeting.

Management of the Company engaged in several conversations with Mr. Mario

Gabelli, principal of GAMCO, to understand GAMCO’s specific concerns relating to the

Company and its Board.

At NO TIME did Mr. Gabelli relate specific concerns with the Company’s strategy,

operations or management.

On October 30 and again on November 13, 2009, GAMCO disclosed that it had sent

letters to the Company announcing its intention to nominate three individuals  for

election to the Board of Directors at the 2010 Annual Meeting.

The Company identified and evaluated a highly qualified candidate, Sarah Coffin, and

nominated

her

for

election

to

the

Board

of

Directors

at

the

2010

Annual

Meeting

of

Shareholders.

At the April 30, 2010, Annual Meeting of Shareholders, shareholders strongly

supported the full Company Director slate and did not support the GAMCO slate.

Background and History with GAMCO

19

The Company identified two highly qualified candidates for the Board, William

A. Foley and Robert B. Heisler, Jr. , and nominated both individuals for election

to the Board at the 2011 Annual Meeting of Shareholders.

On February 28, 2011, without any other communication to the Company,

GAMCO disclosed that it had sent a letter to the Company recommending two

individuals for nomination for election as directors of the Company at the

Annual Meeting of Shareholders.

At the April 29, 2011 Annual Meeting of Shareholders, shareholders strongly

supported the full Company Director slate and did not support the GAMCO

slate. 

In November 2011, GAMCO disclosed that it had

sent a letter to the Company

announcing its intention to nominate at least four individuals as directors at

the 2012 Annual Meeting of Shareholders.

Background and History with GAMCO

20

On February 15, 2012, GAMCO disclosed that it had sent a letter to the

Company announcing that it was recommending Richard L. Bready and

Robert S. Prather for election to the Board of Directors at the 2012 Annual

Meeting.

At the April 27, 2012 Annual Meeting of Shareholders, shareholders strongly

supported the full Company Director slate and did not support the GAMCO

slate.

GAMCO’s 2013 nominee, Daniel R. Lee’s biography does not include any

experience or expertise pertinent to the Company’s businesses.

As in each of the prior years, GAMCO has failed to offer any alternative

strategic plan to create additional value for shareholders and has

consistently refused to communicate its specific concerns to management

or the Board.

Conclusion

21

Over the most recent three years, the Company has delivered TSR of

21.7% on an annualized basis, while paying dividends, reducing

expenses and investing for future growth and increased productivity.

GAMCO has consistently failed to articulate any specific concerns

regarding the Company’s operations or propose a new strategy for the

Company going forward.

GAMCO has not articulated any special qualifications of the individual

it seeks to put on the Company’s board that might make him more

suited to serve as a director of the Company than any of the nominees

recommended by the Board of Directors.

Shareholders are urged to vote FOR the Company’s Directors on the

WHITE proxy card

Safe Harbor Statement

22

Statements

in

this

presentation

concerning

the

Company’s

goals,

strategies,

and

expectations

for

business

and

financial

results

may

be

"forward-looking

statements"

within

the

meaning

of

the

Private

Securities

Litigation

Reform

Act

of

1995

and

are

based

on

current indicators and expectations.  Whenever you read a statement that is not simply a statement of historical fact (such as when

we describe what we "believe," "expect," or "anticipate" will occur, and other similar statements), you must remember that our

expectations

may

not

be

correct,

even

though

we

believe

they

are

reasonable.

We

do

not

guarantee

that

the

transactions

and

events described will happen as described (or that they will happen at all).  You should review this presentation with the

understanding that actual future results may be materially different from what we expect.  Many of the factors that will determine

these

results

are

beyond

our

ability

to

control

or

predict.

You

are

cautioned

not

to

put

undue

reliance

on

any

forward-looking

statement.  We do not intend, and undertake no obligation, to update these forward-looking statements.  These statements involve

a number of risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the

applicable

statements.

Such

risks

include:

(1) Fluctuations in product demand and market acceptance

(2) Uncertainties associated with the general economic conditions in domestic and international markets

(3) Increased competition in our markets

(4) Changes in seasonality

(5)

Difficulties

in

manufacturing

operations,

such

as

production

outages

or

maintenance

programs

(6) Raw material availability

(7)

Fluctuations

in

raw

material

costs;

fluctuations

outside

the

“normal”

range

of

industry

cycles

(8) Changes in laws and regulations and approvals and decisions of courts, regulators, and

governmental bodies

Myers Industries, Inc. encourages investors to learn more about these risk factors. A detailed

explanation of these factors is available in the Company’s publicly filed quarterly and annual reports,

which

can

be

found

online

at

www.myersindustries.com

and

at

the

SEC.gov

web

site.