Myers Industries (MYE) DEFA14A Additional proxy soliciting materials

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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MYERS INDUSTRIES, INC.

(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)

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April 2015

Myers Industries, Inc.

Investor Presentation

Overview

•

We don’t believe that GAMCO has articulated a specific course

of action that would improve shareholder value.

•

GAMCO has not articulated a sound capital allocation concern

or alternative proposal.

•

GAMCO’s nominees do not have skills that are more relevant

to the Company’s current strategy than those of the current

board.

•

GAMCO’s Presentation about Improving Shareholder Value

contains many inaccuracies and delves into ancient

history.

We are focused on what is best for the shareholders

today and the strategy that is being executed now.

•

We believe shareholders should vote FOR the Company’s

directors on the WHITE proxy card.

2

Summary

3

•

The Board and Management have been proactive in executing the strategic plan to focus the

business segments.

•

While business has short-term economic hurdles to cross, it now has a higher future growth

and higher margin profile than historical business.

•

Capital allocation discipline allowed the Company to transform its business and maintain a

strong financial profile, all while returning significant capital to shareholders through dividends

and share repurchases.

•

Over the most recent five years, the Company has delivered TSR of 119.9% on an annualized

basis, while paying dividends, reducing expenses and investing for future growth and increased

productivity.

•

Company maintains a strong, independent Board and has consistently executed corporate

governance best practices.

•

GAMCO has consistently failed to articulate any specific concerns regarding the Company’s

operations or propose a new strategy for the Company going forward beyond share

repurchases.

•

GAMCO’s proposed director nominees are financial engineers with no manufacturing,

distribution  or industry experience that might complement and enhance the Board.

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

WHITE proxy card

Company Overview, Strategy and Financial Strength

4

5

Two core businesses & reporting

segments:

Material Handling

•

Polymer-based returnable packaging

•

Polymer-based storage and safety products

•

Specialty molding

Distribution

•

Largest wholesale U.S. distributor of tools, supplies and

equipment for the tire, wheel and undervehicle

service segment industry

•

Manufacturer of repair and retread products

2014 Net

Sales*

2014 Adjusted Income

Before Taxes*

Material Handling |

Distribution

*Data has been updated to reflect discontinued operations presentation, segment realignment completed in June 2014, and inclusion of Scepter Corporation

Group’s full year 2014 sales and income before taxes.

Company at a Glance (NYSE: MYE)

Streamlined Operating Segments

Over the course of 18 months, Myers has realigned and reduced the

number of its reportable operating segments from four to two distinct

businesses through a series of planned strategic transactions.

•

Divested

WEK Industries, Inc., a non-core business, in June 2014 for $20 million

•

Used proceeds to help fund the acquisition of Scepter

•

Acquired

Scepter in July 2014 for $157 million

•

Complements and grows Material Handling Segment with adjacent products and

technologies and expands end markets and geographic reach

•

Provides opportunities for cross selling with existing Myers’

businesses in a number of

end markets, including Marine, Industrial, and Automotive

•

Annual sales of approximately $100M increases Material Handling revenue by 25%

•

Higher margins and better growth potential than divested Lawn & Garden business

•

Divested

underperforming Lawn and Garden segment in February 2015 for $110

million

•

Net proceeds from the transaction used to pay down debt

6

Third Party Views Validate Strategic Actions

7

In March 2015 a third-party consultant  (Alpha IR Group) was retained to conduct a

perception audit of Myers Industries among the Company’s top shareholders and

covering sell-side analysts.

“The story behind Myers has definitely improved and simplified over the past five years, which has been very good. In

general, the shift towards the Material Handling and Distribution segments has really helped to simplify the view of

the Company. It’s a vast improvement from where it was a few years back.”

–

Covering Sell-side Analyst

“I think the management team is doing fine. It was a really good move to get rid of Lawn and Garden. It has probably

taken them longer than some people would have liked, but they did it in a thoughtful way by getting it in order so that

they could get a better price than they would have otherwise.”

–

Institutional Shareholder

“The

Company

finally

did

what

everyone

wanted

it

to

do,

which

was

to

get

rid

of

Lawn

&

Garden.

Some

people

were

disappointed

with

the

price

they

got,

but

the

fact

of

the

matter

is

that

it

wasn’t

a

business

that

was

going

to

attract

investors to the stock.”

–

Covering Sell-side Analyst

"It

is

encouraging

that

the

Company

has

recognized

some

of

their

segments

do

not

fit

together

and

hopefully

they

will

continue to simplify the business. They need to weed out the poor performers and keep the strong performers. We

hope that Myers can do everything they can continue to simplify their business, increase organic growth and

profitability, and then return those dollars—preferably in the form of dividends—to shareholders.”

–

Institutional Shareholder

•

Focus

on

markets

that

have

strong,

sustainable

growth

and profit potential

•

Material Handling:

•

Food processing

•

Agriculture

•

Industrial

•

Marine

•

Distribution:

•

Auto dealer tire market

•

Fleet maintenance

•

E-Commerce

•

Invest

within

our

growth

platforms

for

value

creation

•

Drive

earnings growth faster than sales growth

•

Maintain

a strong and flexible balance sheet

8

Strategic Goals

Financial Goals and Progress

9

•

Operating performance in 2014 impacted by poor weather conditions early in the year, freight and logistical

issues, weak commodity prices and the troubled Brazilian economic climate

•

ROIC in 2014 impacted by acquisition of Scepter which took place

mid-year

•

Despite challenging year operationally, generated strong free cash flow in 2014

2014 Results:

Metric

Goal

2014

(5)

2013

(5)

2012

(5)

Sales Growth

(1)

> 2.0x GDP

7%

7%

7%

Gross Profit Margin

> 30%

26%

29%

30%

Free Cash Flow

(2)

   100% of Net Income

308%

205%

90%

ROIC

(3)

> 10%

5%

17%

15%

Innovation / NPD

(4)     

>10% of Sales

8%

7%

3%

Operations Excellence Savings

3% of COGS (gross)

2%

2%

2%

(1) Using real GDP forecasted and actual growth rates, 2.0x GDP growth = 4.8%, 4.4% and 4.6% for 2014, 2013 and 2012 respectively.

(2) Free cash flow calculated as cash flow provided by continuing operations - capital expenditures for continuing operations.

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

(4) NPD = New Product Development calculation based on products/services introduced within the last three years.

(5) All years reflect discontinued operations presentation. 2012 and 2013 do not include Scepter acquisition completed in 2014.

Key Accomplishment Metrics

10

Net Sales Growth

+

•

Select investments and acquisitions

•

Richer product mix

•

New markets and geographies

Profitability

+

•

Optimize capacity

•

Drive greater operating efficiency

•

Enhance product mix

Free Cash Flow

•

Sales growth and profitability improvement

•

Capital discipline

Growth Drivers

Solid Cash Flow Generation

11

Notes:

1)

Free cash flow calculated as cash flow from continuing operations less capital expenditures  for continuing operations.

2)

Years 2012 –

2015 have been adjusted to reflect discontinued operations presentation.

Generating Free Cash Flow, Investing for the Future and

Returning Cash to Shareholders

$(Millions)

Free Cash Flow

As Reported

Continuing Operations

Strong & Flexible Balance Sheet

12

Notes: 

1)

Net

Debt-to-Capital

ratio

calculated

as

net

debt

(long-term

debt

–

cash)/(net

debt

+

equity).

2)

Net Debt at December 31, 2014 was $231.7M. Available liquidity at December 31, 2014 was $159M.

3)

Data has not been adjusted to reflect discontinued operations.

Net Debt-to-Capital

Maintaining strong balance sheet for investments and

returning capital to shareholders

Does not reflect the

pay down of $70

million of debt

from net proceeds

from the sale of the

Lawn & Garden

business completed

in  February 2015

Balanced Approach to Capital Allocation

13

•

Core markets

•

Adjacencies

•

Dividends

•

Share repurchases

•

Debt reduction

Growth Through Acquisitions

Return Capital to Shareholders

Organic Growth

•

Reinvest in business

•

New product development

•

Process improvements

Investing for the future and returning cash

to shareholders

•

Market development

Returning Cash to Shareholders

•

Increased Dividend

•

Increased Q1 2015 quarterly dividend by 4% to $0.135 per share

14

Quarterly Dividends Paid

•

Bought Back Shares

•

Invested $33M to buy back 2.8M shares from 2011 to 2013

•

Invested $55M to buy back 2.7M shares in 2014

•

4.4 million shares remaining in Board authorization (as of 12-31-14)

$Millions Invested in Share Repurchases

Sell-side Supportive of Long-term Thesis

15

“We

believe

MYE

has

made

considerable

progress

with

respect

to

cost

savings,

increased

utilization

of

recycled/reground

resin

in

the

manufacturing

process

and

further

consolidation

through

smaller

bolt-on

acquisitions

in

key

product

lines.

Additionally,

the

decision

to

divest

non-strategic

assets

should

enable

the

company

to

sharpen

its

focus

on

the

core

Material

Handling

and

Distribution

segments.”

-Chris Manuel, Wells Fargo on 9/23/14

“We view favorably the company’s proposed divestiture of the Lawn & Garden segment, which has been a low-

margin

business

offering

a

fairly

commoditized

product

in

an

end

market

with

excess

capacity;

the

Scepter

acquisition appears to have been made at a reasonable valuation in the 6x EV/EBITDA range and it offers a

complimentary product line to the Material Handling segment and an additive customer base.”

-Gary Farber, CL King on 7/22/14

“We raise our price target to $18 (from $16) on improved demand for Materials Handling segment products. In

3Q:14,

the

Materials

Handling

segment

faced

a

challenging

demand

environment

as

organic

revenue

fell

due

to

exposure to the troubled agriculture (AG) sector. In addition, the newly completed Scepter acquisition suffered

from customer inventory destocking. We attribute the AG difficulties to falling crop prices that undermined seed

box and food storage sales. With crop prices rebounding from October lows, we are more confident that sales of

high-margin agriculture products will strengthen again in 2015. In addition, revenue from the Scepter acquisition

rebounded in 4Q:14 as challenging winter conditions heightened sales of fuel canisters and customer inventory

destocking ended. Myers also expects a lower tax rate of 32.5% in 2015 (from 35% in 2014) due to greater sales

outside the U.S. from the Scepter acquisition. Therefore, we lift our 2015 EPS estimate to $0.82 (from $0.77) with

better near-term demand, profitability and lower taxes.”

-

Chris Butler, Sidoti on 2/25/15

Performance-Driven Compensation Practices; Corporate

Governance Principles that Serve All Shareholders

16

Performance-Driven Compensation Practices

•

While the Company’s return was down 14% in 2014, total officer compensation was down

equal or more to that amount.  As reflected in the Company’s proxy (p. 27), the CEO’s total

compensation was down from $4.3 million in 2013 to $3.7 million in 2014 and the CFO’s

total compensation was down from $1.1 million in 2013 to $0.9 million in 2014.

•

The Company’s non-employee director compensation is below the market median

compared to a comparable group of companies based on a 2014 assessment conducted by

an

independent

compensation

advisor.

Director

compensation

had

not

been

increased

since 2012 and lagged behind comparable companies.

On the recommendation of the

independent

compensation

advisor,

the

Board

approved

an

increase

in

non-employee

director compensation, effective for the 2015-2016 Board term to bring director

compensation in line with the market median and to stay competitive.

•

The Company’s Stock Ownership Guidelines require the non-employee directors to hold five

times

the

annual

cash

Board

retainer

in

Myers’

common

stock.

These

Stock

Ownership

Guidelines are consistent with best corporate governance practices.

•

On

March

31,

2015,

immediately

upon

completion

of

the

accounting

investigation

in

Brazil

and finalization of the 10-K Annual Report, the Company issued a press release with revised

financial results, information regarding the results of the investigation, and information on

two material weaknesses in internal control.

In addition,

2014 bonus payments were

reduced

to

reflect

the

adjustments

required

as

a

result

of

the

investigation.

The

press

release also noted that a thorough remediation plan addressing the internal control

weaknesses is being put in place and will be monitored by the Audit Committee.

•

As reflected in the Company’s proxy (p.17), over a three year period, realized and unrealized

pay are in alignment with the Company’s performance.

17

Solid Corporate Governance Principles

•

Separate roles of CEO and Board Chairman

•

All directors stand for election annually

•

No poison pill

•

Broad range of expertise provided by current

board

•

Stock ownership guidelines for officers and

directors

•

Director resignation policy in place

•

No executive employment agreements

•

No gross up provisions

•

Only double trigger change of control protection

•

Clawback policy adopted

•

Focus on pay for performance

18

Committed and Experienced Board 

•

Myers Industries has extremely experienced and effective Board members

overseeing a transformational strategic plan and challenging management to drive

additional shareholder value creation.

•

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

•

The Board’s composition includes expertise from diverse areas:

•

Half of the independent directors have joined the board since GAMCO began its

string of proxy contests

•

Board succession plan in place

•

2011:  William Foley

•

2011:  Robert Heisler, Jr.

19

•

Polymer Manufacturing

•

Industrial Operations

•

Finance & Accounting

•

Distribution

•

Investment Banking

•

Sales & Marketing

•

Audit & Risk Management

•

Strategic Planning

•

Mergers & Acquisitions

•

Compensation

•

2009:  John Crowe

•

2011:  Sarah Coffin

Profile of Current Board of Directors

Vincent C. Byrd (Director since 2006)

•

Vice Chairman, The J.M. Smucker Company (NYSE)

•

Director, Dick’s Sporting Goods, Inc. (NYSE)

•

Expertise in strategy, marketing, operations, finance, international business, mergers and acquisitions, and

compensation

Sarah R. Coffin (Director since 2010)

•

Former Chief Executive Officer, Aspen Growth Strategies LLC

•

Director of FLEXcon, a privately held manufacturer of pressure-sensitive films and adhesives

•

Served as Executive Vice President, Hexion Specialty Chemicals (now Momentive) and Senior Vice President,

Noveon, Inc.  (now Lubrizol), both specialty chemical and polymer producers  in the industrial market space

•

Senior level leadership in polymer industry; expertise in marketing, distribution and operations

John B. Crowe (Director since 2009)

•

President, Crowe Consulting International

•

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

•

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

William A. Foley (Director since 2011)

•

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

•

Retired Chairman and Chief Executive Officer of Blonder Home Accents, a distributor of wallcoverings and home accents

•

Expertise in polymer manufacturing, consumer and distribution businesses, governance, compensation and leadership

Robert B. Heisler, Jr. (Director since 2011)

•

Former Chairman and Chief Executive Officer, KeyBank, N.A. (NYSE)

•

Retired Dean, Kent State University Business School

•

Director, FirstEnergy Corp. (NYSE); TFS Financial Corporation (NASDAQ); The J.M. Smucker Company (NYSE)

•

Former Interim Chief Financial Officer, Kent State University

•

Expertise in finance, management, mergers and acquisitions, and strategic planning

20

Profile of Current Board of Directors

Richard P. Johnston, Chairman of the Board (Director since 1992)

•

Founder and former Chairman and CEO of Buckhorn Inc.

•

Founder

and

former

Director

of

AGCO,

Inc.

(NYSE),

a

manufacturer

and

distributor

of

agricultural

equipment

•

Chairman of the Board of Dismal River Golf Club

•

Director of Results Radio, Inc.

•

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

acquisitions

Edward W. Kissel (Director since 2000)

•

President and Managing Partner of Kissel Group Ltd.

•

Director of Smithers Scientific Services, Inc. and of Automated Packaging Systems, Inc.

•

Former President, COO  and Director of OM Group, Inc. (NYSE), a specialty chemical company

•

Expertise in manufacturing, chemical and commodity industries, sales, marketing, research and

development, operations and strategic planning

John

C.

Orr,

President

&

Chief

Executive

Officer

(Director

since

2005)

•

Named President and CEO of Myers Industries, Inc. May 2005

•

Director, Libbey Inc. (NYSE)

•

Vice President of Manufacturing, The Goodyear Tire & Rubber Company (NASDAQ), responsible for

global manufacturing and distribution

•

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

Robert A. Stefanko (Director since 2007)

•

Former Chairman of the Board and Executive Vice President of Finance and Administration, A. Schulman,

Inc. (NASDAQ), an international supplier of plastic compounds and resins

•

Director, OMNOVA Solutions, Inc. (NYSE)

•

Expertise in polymers, finance, audit, risk management and compensation

21

Background and History with GAMCO

22

23

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.  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.  At the April 30, 2009, Annual Meeting of Shareholders,

shareholders strongly supported the full Company Director slate and did not support the

GAMCO slate.

On October 30, 2009 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

24

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

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

nomination for election as directors of the Company at the Annual Meeting of

Shareholders.  The Company 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.

At

the

April

29,

2011

Annual Meeting of Shareholders, shareholders strongly supported the full Company

Director slate and did not support the GAMCO slate.

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.

Background and History with GAMCO

25

On February 21, 2013, GAMCO disclosed that it had sent a letter to the Company announcing

its intention to nominate Daniel R. Lee for election to the Board of Directors at the 2013

Annual Meeting.

Recognizing that GAMCO is the largest shareholder and weary of incurring the expense and

distraction of GAMCO’s repeated proxy contests, the Company agreed to increase the size of

the Board to ten members and include Mr. Lee on the Company’s slate, to avoid another

proxy contest.

At the April 26, 2013 Annual Shareholder Meeting, the shareholders elected the Company’s

slate of Directors, including Mr. Lee.

On November 20, 2014, GAMCO disclosed that it had submitted a Rule 14a-8 proposal for

inclusion in the Company’s proxy statement for the 2015 Annual Meeting.

The Company included GAMCO’S proposal in its 2015 proxy statement, and recommended

the shareholders vote “No.”

On February 19, 2015, GAMCO disclosed that it sent a letter to the Company announcing

that

it

was

nominating

Philip

T.

Blazek,

F.

Jack

Liebau,

Jr.

and

Bruce

M.

Lisman

as

candidates

for election to the Board of Directors at the 2015 Annual Meeting.

Background and History with GAMCO

26

The Board was concerned that, if successful, GAMCO could have four representatives on the

Board of Directors of the Company (40% of the Board) and that the interests of all

shareholders may not be appropriately represented.  More importantly, none of the GAMCO

candidates have experience that was believed to be more helpful to the Company than that

of the current Directors.  Like Mr. Lee, each appears to be a “financial engineer”

without

specific experience in manufacturing or distribution that could be helpful to the Company. 

During Mr. Lee’s tenure on the Board, his background in casino management and personal

consumer markets did not provide meaningful insight into the Company’s specific business

operations or risks.

The Board has a succession plan in place that contemplates retirement of the three most

tenured directors over the next three years.  This planned succession will allow for the

orderly

transition

of

experience,

knowledge

and

skills

necessary

to

provide

the

Company

with the best director candidates to pursue its strategic objectives and create value for its

shareholders.

The Board is actively recruiting director candidates who have skills that will help the

Company continue to achieve its strategic goals and grow in its markets.  Skillsets that have

been identified include:  international operations experience, technology expertise,

manufacturing expertise, and industry experience in plastics manufacturing, distribution, or

in the Company’s primary end markets.

For the foregoing reasons, the Board recommended voting against GAMCO’s candidates and

did not include Mr. Lee on the Company’s slate of nominees.

Background and History with GAMCO

Third Party Views Discredit GAMCO

27

In March 2015 a third-party consultant (Alpha IR Group) was retained to conduct a

perception audit of Myers Industries among the Company’s top shareholders and

covering sell-side analysts.

“I

do

not

care

about

Gabelli’s

nominees

at

all.

Gabelli

is

just

advocating

share

buybacks,

which

are

just

short-term

and

dumb.

I

am

glad

that

they

are

not

going

to

re-nominate

Gabelli’s

current

guy

on

the

board

because

I

can’t

see

how

he

has

contributed

in

a

positive

way.

I

am

not

going

to

support

him

because

his

nominees

are

not

bringing

anything

new

or

better

to

the

table.”

–

Institutional Shareholder

“None

of

the

names

Gabelli

put

forward

as

nominees

for

the

Board

stand

out

as

that

great

to

me

because

I

don’t

think

any

of

them

are

running

companies. In my opinion, all the

Gabelli

nominations are negatives. I think

Gabelli

may have been involved in the stock when Goldman tried to buy-out

the

Company

in

2007.

He

likely

got

burned

on

that

botched

deal,

is

bitter,

and

is

trying

to

get

his

money

back

as

a

result.”

–

Institutional Shareholder

“I

wish

we

were

talking

about

Gabelli’s

nominees

being

able

to

execute

a

restructuring

effectively,

or

that

any

of

them

had

manufacturing

expertise

or

industrial

experience

that

applies

to

Myers,

or

has

successfully

run

a

business

and

helped

strategically

position

a

Company.

All

these

guys

do

is

move

around

money.

I’m

trying

to

be

polite,

but

I’m

more

qualified

than

these

guys

are

to

sit

on

the

Board.

We

also

need

to

remember

that

Mr.

Gabelli

put

a

person

on

the

Board

already,

and

that

person

voted

in

favor

of

the

divestiture

and

the

acquisition,

which

were

all

unanimous

votes.”

–

Covering Sell-Side Analyst

“I

thought

Gabelli

was

inappropriate

and

crossed

the

line

on

the

last

two

conference

calls.

He

is

the

biggest

holder

of

the

stock

and

on

the

last

two

calls

he

has

made

himself

sound

like

he

has

no

idea

what

is

going

on.

He

carries

weight

because

of

his

success

and

reputation,

but

he

does

not

sound

like

he

really

knows

what

he

is

talking

about.

No

Company

is

going

to

talk

about

investment

banking

fees

on

their

earnings

calls,

and

he

knows

that.

It’s

not

like

Myers

was

going

to

get

$100

million

more

from

Lawn

and

Garden.

At

the

end

of

the

day,

he

is

picking

at

peas

because

investors

are

universally

pleased

that

Myers

sold

Lawn

&

Garden

and

got

something

for

it

because

it

was

a

disaster.”

–

Covering Sell-Side Analyst

Conclusion

•

We don’t believe that GAMCO has articulated a specific course

of action that would improve shareholder value.

•

GAMCO has not articulated a sound capital allocation concern

or alternative proposal.

•

GAMCO’s nominees do not have skills that are more relevant

to the Company’s current strategy than those of the current

board.

•

GAMCO’s Presentation about Improving Shareholder Value

contains many inaccuracies and delves into ancient

history.

We are focused on what is best for the shareholders

today and the strategy that is being executed now.

•

We believe shareholders should vote FOR the Company’s

directors on the WHITE proxy card.

28

Forward-looking Statements

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) Changes in the markets for the Company’s business segments

(2) Changes in trends and demands in the markets in which the Company competes

(3) Unanticipated downturn in business relationships with customers or their purchases

(4) Competitive pressures on sales and pricing

(5) Raw material availability, increases in raw material costs, or other production costs

(6) Harsh weather conditions

(7) Future economic and financial conditions in the United States and around the world

(8) Inability of the Company to meet future capital requirements

(9) Claims, litigation and regulatory actions against the Company

(10) Changes in laws and regulations affecting the Company

(11) The Company’s ability to execute the components of its Strategic Business Evolution process

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.

29

Thank You

30