NOTICE OF 2018

ANNUAL MEETING OF SHAREHOLDERS

AND PROXY STATEMENT

1293 South Main Street — Akron, Ohio 44301

March 20, 2018

Dear Fellow Shareholders,

On behalf of the Board of Directors of Myers, I am pleased to update you about our work on behalf of the shareholders of the company, in my second year as Chairman.

The Myers management team is relatively new, with CEO David Banyard having assumed that role in December 2015 and CFO Matteo Anversa having joined the company in December 2016. They are ably supported by a strong corporate team of Chief Accounting Officer Kevin Brackman, Vice President of Investor Relations and Treasurer Monica Vinay, and Kevin Gehrt, Vice President of Human Resources.

As with the management team, your Board is a relatively new team as well. Five of the current nine directors have joined the board in the past three years; two board members are women.  We will continue to review and upgrade our governance, compensation plans, and corporate controls and compliance.  Our objective is to ensure that Myers outperforms companies of similar and larger size, and we believe that we are meeting that goal.

As of this year’s Annual Meeting, our board will be shrinking as John Crowe and Dan Lee have both decided not to stand for re-election. John joined the board in 2009 and has distinguished himself as the chair of the Corporate Governance and Nominating Committee through both our CEO and board transitions over the past few years.  After a nine-year career with us, he has decided to retire.  Dan joined in 2016 in his second stint with our board but has decided to focus more on his other business interests.  We thank both John and Dan for their commitment to Myers.

Our Committees are a critical part of our governance structure, and all of them have a key role in the organization.  Each of the Audit and Compensation Committees reviews and approves all proposed charges and adjustments (affecting earnings and employee compensation) at their respective committee meetings on a quarterly basis. During the year, the Audit Committee extended its contract with our external auditors, which strengthened this relationship and lowered our costs substantially.  The Compensation Committee hired a new consultant, and we will continue to be diligent in evaluating shareholder-friendly forms of executive and employee compensation.

Just as we ask much of our management team, as a board, we hold ourselves to a high standard of excellence.  We continue to self-evaluate.  For example, we use an independent party to evaluate our peers, each committee, and the board as a whole.  To maximize the effectiveness of these independent evaluations, we discuss the feedback—in both committee and board meetings—and establish objectives for improvement.  In addition, we promote individual director education.  Last fall, the entire board spent half a day during the beginning of a scheduled board meeting in an intensive education effort highlighting current topics affecting corporate governance and other current topics, including cybersecurity and tax policy, affecting the company and Corporate America.

The board continues to work closely with management to evaluate and define Myers’ enterprise strategy.  We are confident that the company has made significant strides in implementing its strategy, which was articulated to the investment community in early 2017.  Building a winning culture is a key part of executing our strategy.  As a board, we have been deeply involved with management in defining Myers’ culture as one that is results- and action-oriented. We are committed to transparency and candor, remaining flexible, and consistently attentive to our customers’ needs.  We also strongly believe in operating with the highest ethical standards and promoting diversity throughout our organization.  We believe that stressing such an environment is important for customers and employees alike, as well as for long-term shareholder value.

For the second consecutive year, we reached out to our shareholders. Specifically, last fall we contacted all shareholders who owned more than 1% of our company to solicit their opinions on our corporate governance and compensation practices. From September through January, Compensation Committee Chair Sarah Coffin, Treasurer Monica Vinay, and I spoke with shareholders representing about 33% of Myers’ shares (last year, shareholders who owned about 65% of the company wished to speak with us). We continue to appreciate these frank conversations with our shareholders, who offered us valuable insights on their governance views. We have already taken action as a result of these conversations -- and will continue to do so.  

We are also gratified by the results of the “say on pay” proposal at last year’s annual meeting when more than 25 million shares voted for, and only about 220,000 voted against. This was a substantial improvement over last year when about 6.7 million shares voted against this same “say on pay” proposal.

We welcome feedback from our shareholders. Shareholders may send communication by email to governance@myersind.com, or by mail or courier delivery addressed as follows: Board of Directors (or Committee Chair, Board Member, or Non-Management Directors, as the case may require), c/o Chief Financial Officer and Corporate Secretary, Myers Industries, Inc., 1293 South Main Street South, Akron, Ohio 44301, as more fully outlined in our Communication Procedures for Interested Parties and Shareholders available on the Company’s website www.myersind.com.

Although we recognize that it is a very short period of time, we are cognizant of and encouraged by Myers’ stock price performance during 2017; Myers stock began the year trading at $14.30/share and ended at $19.50/share. Including dividends, the total shareholder return for Myers last year was about 40% -- compared to almost 22% return for the S&P 500 Index. Of course, this is not a prediction of future performance, and one year is not an appropriate gauge of long-term performance.  But we are certainly pleased by the market’s reaction, to date, to our results and articulated strategy.

Please rest assured that your board remains active and engaged and that we begin 2018 with renewed enthusiasm and a continued commitment to building long-term shareholder value at Myers. Thank you for your support of the company and confidence in our efforts on your behalf.

Sincerely,

************

Dear Shareholders,

The Board of Directors of Myers Industries, Inc. (“Myers Industries” or the “Company”) has fixed the close of business on March 1, 2018 as the record date for the determination of shareholders entitled to notice of and to vote at the Annual Meeting. This Proxy Statement, together with the related proxy card and our 2017 Annual Report to Shareholders, is being mailed to our shareholders on or about March 20, 2018. To be sure that your shares are properly represented at the Annual Meeting, whether or not you intend to attend the Annual Meeting via live webcast or in person, please complete and return the enclosed proxy card, or follow the instructions to vote by telephone or internet, as soon as possible.

If you have any questions or need assistance in voting your shares, please contact our Investor Relations Department at (330) 761-6212.

Akron, Ohio

March 20, 2018

THE 2017 ANNUAL REPORT TO SHAREHOLDERS ACCOMPANIES THIS NOTICE

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on April 25, 2018 (the “Annual Meeting”): This Proxy Statement and the Company’s 2017 Annual Report to Shareholders are available on Myers Industries’ website at http://investor.myersindustries.com/investor-relations/financial-information/default.aspx.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Items of Business

The Board of Directors recommends that you vote “FOR” each of the director nominees included in Proposal No. 1, “FOR” each of Proposal Nos. 2, 3 and 4. The full text of these proposals is set forth in the accompanying Proxy Statement.

How to Vote

PROXY STATEMENT SUMMARY

Below are the highlights of important information you will find in this Proxy Statement.  As this is only a summary, we request you please review the full Proxy Statement before casting your vote.

PROXY STATEMENT SUMMARY (CONTINUED)

Recent Highlights and Achievements

The Company’s management and Board of Directors of the Company (the “Board” or “Board of Directors”) have together developed a strategic vision for the Company.  This long-term strategy is guided by three key operating principles:

The Company’s mission is to instill a culture where safety and efficiency are part of every aspect of the business and where employees are empowered to act like owners. The Company’s management and Board of Directors work hand-in-hand to develop our strategic vision and together review the Company’s strategy and performance periodically throughout the year.

Myers Industries has made meaningful progress executing its long-term strategy.  The Company’s key achievements in 2017 included, among others:

PROXY STATEMENT SUMMARY (CONTINUED)

PROXY STATEMENT SUMMARY (CONTINUED)

Governance Highlights

Myers Industries is committed to applying sound corporate governance practices.  We believe sound governance practices are in the best interests of our shareholders and strengthen accountability within the organization.

Myers Industries’ commitment to sound corporate governance practices has been illustrated through a number of actions taken over the years, as shown below.  

PROXY STATEMENT SUMMARY (CONTINUED)

Director Nominees

You are being asked to vote on the election of the following seven director candidates.  Detailed information on each director is available starting on page 9.

Two of our current directors, John Crowe and Daniel Lee, who served as directors during 2017, are not standing for re-election to the Board.  Both Mr. Crowe and Mr. Lee will continue to serve as a director of the Company until the 2018 Annual Meeting.  Effective with the Annual Meeting, the size of the Board of Directors will be reduced from nine (9) to seven (7) directors.  The Company thanks Messrs. Crowe and Lee for their service on the Board and thanks Mr. Crowe for his leadership as Chair of the Corporate Governance and Nominating Committee.

*Mr. Liebau is an ex officio member of each of the Company’s committees.

**Mr. Lisman will be named the Chair of the Corporate Governance and Nominating Committee following Mr. Crowe’s retirement.

Board Overview

Myers Industries has an experienced and effective Board focused on shareholder value creation.  The Board is currently composed of nine members, eight of whom are independent.  The charts below highlight the Board’s composition and experience.

PROXY STATEMENT SUMMARY (CONTINUED)

Board Composition

Director Qualifications

PROXY STATEMENT SUMMARY (CONTINUED)

Shareholder Outreach

We believe engaging in shareholder outreach is an important element of strong corporate governance.  In 2017, in a continuation of the Company’s shareholder outreach efforts in 2016, members of our Board and executive management acted on this belief and contacted the top 12 shareholders who own 1% or greater of outstanding shares and represent approximately 71% of total shares outstanding. Following this outreach, conference calls were conducted with 4 of the 12 shareholders initially approached who had indicated interest in having a conversation with our management and directors, whose ownership represented approximately 33% of total shares outstanding. During our outreach meetings, we discussed with shareholders corporate governance matters (including the Company’s shareholder outreach efforts through discussions and through the Company’s proxy statement), the correlation between the Company’s executive compensation practices and the Company’s strategy, safety, environmental and social policies and reporting practices of the Company and other items of shareholder interest.

The Company values the input received from these discussions with shareholders. Following these conversations, the Company has continued to emphasize the importance of safety in our operations and has renewed its focus on enhancing sustainable business practices and incorporating environmental consciousness throughout our operations.  Additionally, the Compensation Committee of the Company regularly evaluates the Company’s compensation program and considers shareholders’ input when developing changes to the compensation program.  

In addition, each spring, we mail all shareholders a copy of the Company’s Annual Report and Proxy Statement.

At any time during the year shareholders may access our Annual Report, Proxy Statement, financial presentations, and corporate governance guidelines at www.myersindustries.com.  Shareholders may contact any director, committee of the board, non-management director or the Board through the following:

via U.S. Mail at:

Myers Industries, Inc.

c/o Corporate Secretary

1293 South Main Street

Akron, Ohio 44301

via e-mail at:

governance@myersind.com

A toll-free hotline has also been established if an interested party wishes to contact a director, a committee of the Board, a non-management director or the Board by phone. The number is (877) 285-4145 and is available worldwide 24 hours a day, seven days a week.

PROXY STATEMENT SUMMARY (CONTINUED)

Executive Compensation Overview

Myers Industries’ executive compensation program, set forth by the Compensation Committee, is designed to implement our executive pay philosophy to:

Compensation Practices

PROXY STATEMENT SUMMARY (CONTINUED)

Elements of Compensation for 2017

Our 2017 executive compensation program was designed to reinforce the relationship between the interests of our named executive officers (or “NEOs”) and our shareholders.  The objectives and key characteristics of each element of our 2017 executive compensation are summarized below:

PROXY STATEMENT SUMMARY (CONTINUED)

2017 NEO Pay Mix

2017 CEO Compensation Mix

2017 CFO Compensation Mix

2017 CAO Compensation Mix

* “Fixed” compensation includes salary and service-based restricted stock; “variable” compensation includes annual bonuses, performance stock units and stock options; “long-term” compensation includes stock options, performance stock units and restricted stock, and “short-term” compensation includes salary and annual bonuses.  

TABLE OF CONTENTS OF PROXY STATEMENT

Corporate Governance and Compensation Practices and Policies

The Board of Directors is committed to maintaining sound corporate governance and compensation structures that promote the best interests of our shareholders.  

Corporate Governance Guidelines

The Company has adopted “Corporate Governance Guidelines” and a “Code of Business Conduct and Ethics” for the Company’s directors, officers and employees.  Each of our corporate governance policies is available on the “Corporate Governance” page accessed from the “Investor Relations” page of our website at www.myersindustries.com.

Corporate Governance and Compensation Practices

Below is a discussion of our corporate governance and compensation practices and policies.

Shareholder Outreach

In 2017, the Company and members of the Board continued to conduct considerable shareholder outreach, through which we have requested input from our largest institutional investors and other shareholders holding approximately 71% of our outstanding shares.  

Following this outreach, discussions were ultimately conducted with 4 of the shareholders initially approached who had indicated interest in having a conversation with our management and directors, whose ownership represented approximately 33% of the Company’s outstanding shares. The Company received feedback on:

We value shareholder views and insights and expect to continue to dialogue with our shareholders.

Annual Elections

In accordance with best practices, all of our directors are elected annually.

Independent Chairman

Board and Committee Independence

Director Resignation Policy

Over-Boarding Policy

The Company has adopted a policy that the maximum number of public company boards on which a non-CEO director may sit is five (including the Company’s board) and the maximum number of public company boards on which a CEO director may sit is three (including the Company’s board).

Board Role in Risk Oversight

The Board annually reviews the Company’s strategic plan, which addresses, among other things, the Company’s risks and opportunities. Certain areas of oversight are delegated to the relevant Committees of the Board and the Committees regularly report back on their deliberations. This oversight is enabled by reporting processes that are designed to provide visibility to the Board about the identification, assessment, monitoring and management of enterprise-wide risks. Every year, management conducts an enterprise-wide risk assessment of the Company and each of its business segments and presents the assessment to the Board for review. The focus of this assessment includes a review of strategic, financial, operational, compliance, reputational and technology (IT) objectives and risks for the Company. In addition:

Each committee also considers the reputational risk implicated by the oversight responsibilities described above.

Clawback Policy

The Company maintains a “Clawback Policy” that provides for the recoupment of certain incentive compensation in the event of an accounting restatement resulting from material noncompliance (whether or not based upon misconduct) with financial reporting requirements under the federal securities laws. The Clawback Policy is administered by the Compensation Committee and applies to current and former executive officers and such other employees who may from time to time be deemed subject to the policy by the Compensation Committee.

Succession Planning

Our Board, in coordination with the Governance Committee, oversees succession planning for the CEO and other officers of the Company. As part of its succession planning oversight, at least annually, the Board reviews the senior management team’s experience, skills, competence and potential, in order to assess which executives have the ability to develop the attributes that the Board believes are necessary to lead and execute the Company's strategic vision.

Stock Ownership Guidelines

The Company maintains “Stock Ownership Guidelines” whereby our executive officers and non-employee directors are expected to hold a specified amount of our common stock.  These expectations are as follows:

The executive officers and non-employee directors have five years from the date they become subject to the guidelines to attain the ownership requirement. These “Stock Ownership Guidelines” are available on the “Corporate Governance” page accessed from the Investor Relations page of the Company’s website at www.myersindustries.com.

Anti-Hedging and Pledging Policy

The Company prohibits directors, officers and employees from engaging in any hedging or pledging transactions with respect to Company shares.

Board Member Recruiting Guidelines

The Company’s Board Member Recruiting Guidelines outline the process for nominating potential director candidates for consideration by the Governance Committee. These recruiting guidelines are available on the “Corporate Governance” page accessed from the Investor Relations page of the Company’s website at www.myersindustries.com.

Executive Sessions of the Board and Committees

The Board has a policy requiring the non-management directors, both as to the Board and Committees, to meet regularly in executive session without any management personnel or employee directors present. During 2017, the Board and each Committee met regularly in executive session as follows: Board, 7 times; Audit Committee, 9 times; Compensation Committee, 6 times; and the Governance Committee, 5 times.

Presiding Directors

The Chairman of each Committee was selected as the Presiding Director for each Committee executive session.

Anonymous Reporting

The Audit Committee maintains procedures, including a worldwide telephone “hotline,” which allows employees and interested parties to report any financial or other concerns anonymously as further detailed under “Shareholder Communication with Directors” below.

Code of Ethics

We have a “Code of Business Conduct and Ethics,” which incorporates a “Code of Ethical Conduct for the Finance Officers and Finance Department Personnel,” which embodies our commitment to ethical and legal business practices, as well as satisfying the NYSE requirements to implement and maintain such policies. The Board expects all of our officers, directors and other members of our workforce to act ethically at all times. This policy is available on our website at www.myersindustries.com on the “Corporate Governance” page accessed from the “Investor Relations” page.

Annual Board and Committee Self-Assessments

The Board conducts annual self-assessments of the Board, as well as of the Audit Committee, the Compensation Committee, and the Governance Committee, to assist in determining whether the Board and its Committees are functioning effectively.  In early 2016 and 2017, evaluations were conducted by an independent third party through telephone interviews and feedback was provided to the Board, committees and individual directors. In late 2017 and early 2018, the Board conducted self-assessment evaluations with the assistance of outside counsel, and reviewed the results as a Board.

Shareholder Communication with Directors

Our Board provides the following methods for interested parties and shareholders to send communications to a director, to a Committee of the Board, to the non-management directors, or to the Board:

Written Communication

Interested parties may send such communications by e-mail to governance@myersind.com or by mail or courier delivery addressed as follows:

Board of Directors (or Committee Chairman, Board Member or Non-Management Directors, as the case may be)

c/o Corporate Secretary

Myers Industries, Inc.

1293 South Main Street

Akron, Ohio 44301

All communications directed to the “Board of Directors” or to the “Non-Management Directors” will be forwarded unopened or unread to the Chairman of the Governance Committee. The Chairman of the Governance Committee in turn determines whether the communications should be forwarded to the appropriate members of the Board and, if so, forwards them accordingly. For communications addressed to a particular director or the Chairman of a particular Committee of the Board, however, the Corporate Secretary will forward those communications, unopened or unread, directly to the person or Committee Chairman in question.

Toll Free Hotline

The Company maintains a “hotline” for receiving, retaining and addressing complaints from any interested party regarding accounting, internal accounting controls and auditing matters, and procedures for the anonymous submission of these concerns.

The hotline is maintained by an independent third party. Interested parties may also use this hotline to communicate with the Board.

Any interested party may contact a director, a Committee of the Board, the non-management directors, or the Board through the toll free hotline at (877) 285-4145.

The hotline is available worldwide, 24 hours a day, seven days a week. Note that all reports made through the hotline are directed to either or both the Chairman of the Audit Committee and the Corporate Secretary. We do not permit any retaliation of any kind against any person who submits a complaint or concern under these procedures.

Corporate Responsibility and Sustainability

Demonstrating respect for the environment and support for the communities in which our facilities operate has always been a key initiative for Myers Industries.

Sustainability Practices

The Company incorporates environmental consciousness into all aspects of our operations and emphasizes sustainability by doing, among other things, the following:

Community Involvement

Community involvement at Myers Industries takes place through any combination of the following:

PROPOSAL NO. 1 — ELECTION OF DIRECTORS

Nominees

Set forth below for each nominee for election as a director is a brief statement, including the age, principal occupation and business experience for at least the past five years, and any directorships held with public companies.

The members of the Governance Committee have recommended, and the independent members of the Board of Directors have nominated, the persons listed below as nominees for the Board of Directors.

Each of the below nominees has consented:

Proxies cannot be voted for a greater number of nominees than the number named in this Proxy Statement.

Two of our current directors, John Crowe and Daniel Lee, who served as directors during 2017, are not standing for re-election to the Board.  Messrs. Crowe and Lee, who each served as directors during 2017, will continue to serve as directors of the Company until the 2018 Annual Meeting, when their respective terms as directors will end.  Effective with the Annual Meeting, the size of the Board of Directors will be reduced from nine (9) to seven (7) directors.  

THE BOARD OF DIRECTORS RECOMMENDS THE ELECTION OF THESE NOMINEES

NOMINEE INFORMATION

Each of the foregoing nominees is recommended by the Governance Committee. The Governance Committee believes that each of the nominees possesses certain key attributes that the Governance Committee believes to be important for an effective Board.  There are, and during the past ten years there have been, no legal proceedings material to an evaluation of the ability of any director, nominee, or executive officer of Myers Industries to act in such capacity or concerning his or her integrity. There are no family relationships among any of the directors and executive officers.

The Board of Directors recommends that you vote “FOR” each of the director nominees listed above

Nominating Process

The Governance Committee reviews and evaluates individuals for nomination to stand for election as a director who are recommended to the Governance Committee: in writing by any of our shareholders or by our current or past directors, executive officers, or identified by professional search firms retained by the Governance Committee.

Recruiting Guidelines and Director Qualifications

The Company’s Board Member Recruiting Guidelines outline the process for the Governance Committee to recruit and evaluate potential director candidates. These guidelines are available on the “Corporate Governance” page accessed from the Investor Relations page of the Company’s website at www.myersindustries.com. In considering these potential candidates for nomination to stand for election, the Governance Committee will consider:

The Governance Committee endeavors to select nominees that contribute unique skills and professional experiences in order to advance the performance of the Board of Directors and establish a well-rounded Board with diverse views that reflect the interests of our shareholders. The Governance Committee considers diversity as one of a number of factors in identifying nominees for directors; however, there is no formal policy in this regard. The Governance Committee views diversity broadly to include diversity of experience, skills and viewpoint, in addition to traditional concepts of diversity such as race and gender.

When considering an individual candidate’s suitability for the Board, the Governance Committee will evaluate each individual on a case-by-case basis. The Governance Committee does not prescribe minimum qualifications or standards for directors, however, the Governance Committee looks for directors who have personal characteristics, educational backgrounds and relevant experience that would be expected to help further the goals of the Company. In addition, the Governance Committee will review the extent of the candidate’s demonstrated excellence and success in his or her chosen business, profession, or other career and the skills and talents that the candidate would be expected to add to the Board. The Governance Committee may choose, in individual cases, to conduct interviews with the candidate and/or contact references, business associates, other members of boards on which the candidate serves or other appropriate persons to obtain additional information. The Governance Committee will make its determinations on whether to nominate an individual candidate based on the Board’s then-current needs, the merits of that candidate and the qualifications of other available candidates.

Shareholder Recommendation Policy

The Governance Committee will consider individuals for nomination to stand for election as a director who are recommended to it in writing by any of our shareholders that strictly follow the below procedures.  Shareholders making recommendations for directors must:

Shareholder Nomination Policy

In accordance with our Amended and Restated Code of Regulations, a shareholder may directly nominate a candidate for election as a director of the Company only if written notice of such intention is received by the Corporate Secretary not less than sixty (60) days nor more than ninety (90) days prior to the date of such Annual Meeting of shareholders or special meeting of shareholders for the election of directors. In the event that the date of such meeting to elect directors is not publicly disclosed at least seventy (70) days prior to the date of such meeting, written notice of such shareholder’s intent to nominate a candidate must be received by the Corporate Secretary not later than the close of business on the tenth (10^th) day following the date on which notice of such meeting is first provided to the shareholders. A shareholder wishing to directly nominate an individual to serve as a director must follow the procedure outlined in Article I, Section 12 of our Amended and Restated Code of Regulations, titled “Advance Notice of Director Nomination” and then send a signed letter of nomination to the following address: Corporate Governance and Nominating Committee, c/o Corporate Secretary, Myers Industries, Inc., 1293 South Main Street, Akron, Ohio 44301. Our Amended and Restated Code of Regulations is available on the “Corporate Governance” page accessed from the Investor Relations page of the Company’s website at: www.myersindustries.com.

Board Committees and Meetings

There were a total of 7 regularly scheduled and special meetings of the Board of Directors in 2017. During 2017, all directors attended at least 75% of the aggregate total number of the meetings of the Board and committees on which they served. In 2017, all of our then current directors and then nominees attended our Annual Meeting.  Although we do not have a formal policy requiring directors to attend the Annual Meeting, our directors are encouraged to attend.

Board Committees

The Board has three standing committees: the Audit Committee, the Compensation Committee, and the Governance Committee.  Set forth below are the current committee memberships.

 *Mr. Crowe will be retiring from the Board immediately following the Annual Meeting.

**Mr. Liebau is an ex officio member of each of the Company’s committees.

***Mr. Lisman will be named the Chair of the Governance Committee following Mr. Crowe’s retirement.

In addition to the standing Audit Committee, Compensation Committee and Governance Committee, from time to time, the Board has established, and may establish in the future, special committees to address particular matters.

Audit Committee

The Audit Committee assists our Board in the oversight and integrity of our financial statements, ensures our structure meets legal and regulatory requirements, and oversees our internal auditing functions, controls, and procedures.  The Board has determined that based on their extensive financial background and expertise, Daniel R. Lee, F. Jack Liebau, Jr., Jane Scaccetti and Robert A. Stefanko meet the criteria of a “financial expert” under SEC rules. None of our Audit Committee members serve on more than two other public company audit committees.

Audit Committee Functions:

See the Audit Committee Report on page 58 for further information regarding the Audit Committee’s activities.

Compensation Committee

The Compensation Committee administers our executive incentive compensation programs and determines, either as a committee or together with the other independent board members, annual base salaries and incentive compensation awards for our executive officers.

Compensation Committee Functions:

Corporate Governance and Nominating Committee

The Governance Committee assists the Board in developing and implementing corporate governance guidelines, identifying potential director candidates, determining the size and composition of our Board and its committees, and evaluating the overall effectiveness of our Board.

Governance Committee Functions:

Committee Charters and Policies

The Board has adopted written charters for each of the Audit Committee, the Compensation Committee and the Governance Committee. Each committee reviews and evaluates the adequacy of its charter at least annually and recommends any proposed changes to the Board for approval. Each of the written charters and policies of the Audit Committee, the Compensation Committee, and the Governance Committee are available on the “Corporate Governance” page accessed from the “Investor Relations” page of the Company’s website at: www.myersindustries.com.

Director Compensation

The Company has structured its non-employee director compensation to attract and retain highly qualified directors and to compensate directors for their service, while also aligning the interests of the directors to the long-term interests of the Company’s shareholders.

In addition to the compensation provided to our non-employee directors, which is described below, our Amended and Restated Code of Regulations provides that we will indemnify, to the fullest extent then permitted by law, any of our directors or former directors who was or is a party or is threatened to be made a party to any matter, whether civil or criminal, by reason of the fact that the individual is or was a director of the Company, or serving at our request as a director of another entity. We have entered into indemnity agreements with each of our directors contractually obligating us to provide such protection. We also currently have in effect director and officer insurance coverage.

2017 Non-Employee Director Compensation

Under our 2017 Incentive Stock Plan of Myers Industries, Inc., as Amended and Restated (the “2017 Plan”), each non-employee director who holds such position until the date of the Annual Meeting of the shareholders, and has been a director for the entire period since the Annual Meeting of shareholders of Myers Industries that was held in the immediately preceding calendar year, will be awarded annually, on the date of the Annual Meeting of shareholders, shares of our common stock at a value recommended by the Compensation Committee and approved by the Board. The value of common stock awarded at the 2017 Annual Meeting was $72,500 for each director entitled to an award. A director may elect to receive an equivalent number of stock units rather than shares of common stock, with payment to be made with respect to such stock unit when such director ceases to be a member of the Board. The cash portion of director committee member and committee chair retainers for 2017 is set forth below.  The Company’s non-employee director compensation program in 2017 reflected the recommendations of our compensation consultant who conducted an assessment of the market competitiveness of the Company’s non-employee director compensation program in 2015.  

Directors who are employees of the Company do not receive the annual common stock or cash retainer.  

As described in further detail, below, the Company’s non-employee director compensation program was updated for 2018.

Director cash retainers are paid quarterly in arrears. The following table shows the compensation paid to each of the non-employee directors during fiscal year 2017.

NON-EMPLOYEE DIRECTOR COMPENSATION TABLE FOR FISCAL YEAR 2017

2018 Changes to Non-Employee Director Compensation

The Compensation Committee approved the following changes to the compensation of the Company’s non-employee directors, effective as of January 1, 2018.  These changes were made after reviewing an assessment of the market competitiveness of the Company’s non-employee director compensation program conducted by the Compensation Committee’s compensation consultant.

In addition, the Compensation Committee, after consultation with its compensation consultant, has approved a change to the annual grant date of the non-employee director annual equity awards described above.  This change will be effective for awards granted for service beginning upon election at the 2018 Annual Meeting. Non-employee directors will be granted such annual equity awards on the date of the annual meeting at which they are elected. Such equity awards will be subject to vesting, and will vest on the first anniversary of the date of grant, subject to such non-employee director’s continuous service with the Company through the vesting date.

PROPOSAL NO. 2 — ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

Myers Industries provides, pursuant to Section 14A of the Securities Exchange Act of 1934, shareholders with the opportunity to cast an annual advisory vote on executive compensation (“Say-on-Pay”).  The Compensation Committee has designed an executive compensation program (described further in the Compensation Discussion & Analysis (“CD&A”) and tabular disclosures of this Proxy Statement) designed as follows:

2017 Pay for Performance Highlights

In deciding how to cast your vote on this proposal, the Board requests that you consider the structure of the Company's executive compensation program as it aligned with our 2017 performance.        

The Company has developed a long-term strategic vision for the Company and the Company’s compensation program is designed to compensate the Company’s NEOs in a manner consistent with the Company’s mission and long-term strategic vision.  2017 was a transformative year for Myers Industries in which we made meaningful progress towards executing our strategy centered on a niche market focus, flexible operations through the use of an asset-light business model, and strong cash flow growth.  Our accomplishments in 2017,  among others, were:

Incentive payouts were commensurate with the business and financial achievements described above.  Based on the Company’s operating growth in 2017 of 6.7% and the achievement of personal performance targets established for the Company’s NEOs, annual incentive awards were earned at 82.5% of the targeted level for the CEO and at 92.5% of the targeted level for the other NEOs.  For the Company’s long-term incentive program period ending in 2017, the Company established a three-year performance objective based on the Company’s average ROIC over such period.  For the three-year period of 2015 through 2017, the Company achieved a three-year average ROIC of 10.0%.  Based on this result, long-term incentive awards were earned at 68% of the targeted level.

Result of 2017 Advisory Vote on Executive Compensation

At the 2017 Annual Meeting of shareholders, approximately 94% of the votes cast on the say-on-pay proposal were voted in favor of the compensation of Myers Industries’ named executive officers.

2018 Advisory Vote on Executive Compensation

We are presenting the following proposal, which gives you, as a shareholder, the opportunity to endorse or not endorse our compensation program for our NEOs by voting “FOR” or “AGAINST” the following resolution.

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion & Analysis, compensation tables, and narrative discussion is hereby APPROVED.”

Although the advisory vote is non-binding, the Board values shareholders’ opinions.  The Compensation Committee will review the results of the vote and will consider shareholders’ concerns and take into account the outcome of the vote when considering future decisions concerning our executive compensation program.

The advisory Say-on-Pay vote occurs annually, and the next advisory vote will occur at the Annual Meeting in 2019.

The Board of Directors recommends that you vote “FOR” Proposal 2 relating to the approval of the Company’s executive compensation

EXECUTIVE COMPENSATION AND RELATED INFORMATION

Compensation Discussion and Analysis

Introduction

In this section, we describe the material components of our executive compensation program for our named executive officers (“NEOs”), whose compensation is set forth in the 2017 Summary Compensation Table and other compensation tables contained in this Proxy Statement.

Table of Contents

Overview

The role of the Compensation Committee is to oversee our executive compensation plans and policies, administer our equity plans and approve all compensation for our NEOs.

Compensation Philosophy

The Compensation Committee believes that the Company’s NEOs should be paid in a manner that attracts the best-available talent, drives performance, encourages an appropriate sensitivity to risk and rewards and motivates increases in shareholder value.  This philosophy is achieved through the Company’s long-term incentive plan, annual bonus opportunity, base salary and other benefits, which are described in greater detail later in this Proxy Statement.  Myers Industries’ NEOs are compensated in a manner consistent with the Company’s strategy, competitive practice, sound compensation governance principles and shareholder interests.

The Compensation Committee’s goals are to:

Our Strategy and Pay for Performance Approach to Executive Compensation

The Company’s mission is to instill a culture where safety and efficiency are part of every aspect of the business and where employees are empowered to act like owners.  The Company has developed a long-term strategic vision for the Company, guided by three key operating principles:

The Company’s compensation program is designed to compensate the Company’s NEOs in a manner consistent with the Company’s mission and long-term strategic vision.  The Company’s compensation program achieves this through the mixture of base pay, long and short-term incentives, and the provision of other benefits.  Base pay and other benefits act to provide sufficient compensation to attract and retain talent.  Long-term incentives, which in 2017 comprised approximately 40-60% of our NEOs’ compensation and which are primarily comprised of equity awards, result in executives with an ownership stake in the Company (emphasizing the “act like owners” principle of the Company) and act to drive long-term shareholder value creation. Further, long-term incentive awards are based on performance metrics (EBITDA and free cash flow as a percentage of sales) that support the achievement of the Company’s operating principles. In turn, short-term incentives are tied to the achievement of Company growth and, to a lesser extent, the achievement of individualized performance targets, which targets are created to advance the long-term strategic vision of the Company.

Performance Highlights and Key Achievements in 2017

2017 was a transformative year for Myers Industries in which we made meaningful progress towards executing our strategy centered on a niche market focus, flexible operations through the use of an asset-light business model, and strong cash flow growth.  Our accomplishments in 2017,  among others, were:

As a result of these business and financial achievements, the highlights of our 2017 NEO compensation program were as follows:

Checklist of Compensation Practices

Our success depends largely on the contributions of motivated, focused and energized executives all working to achieve our strategic objectives. The Compensation Committee and senior management, with assistance from our independent compensation advisor, develop competitive pay programs for our executives and we follow the basic tenets set forth below:

Elements of Compensation for 2017

Our executive compensation program consists of several elements designed to provide an integrated and competitive total pay package: base salary, annual bonus, long-term incentives and benefits.  A majority of the compensation package for NEOs is performance-based and the metrics are focused on paying for growth.

Description of Compensation Elements

Our 2017 executive compensation program was designed to reinforce the relationship between the interests of our NEOs and our shareholders and is comprised of three primary components: base pay (salary), annual cash bonus and long-term incentives.  The objectives and key characteristics of each element of our 2017 executive compensation are summarized below:

NEO Target Compensation Mix

We believe in linking pay for performance.  The following graphs indicate the percentage of each NEO’s total target direct compensation that is attributable to base salary, target bonus, and long-term incentives.

How Compensation is Determined

The Company believes its practices are consistent with the practices of a company of its size, reflect best practices regarding the governance of executive pay programs and reflect the executive pay program’s objectives of delivering competitive and appropriate pay aligned with our shareholders’ interests.

The Compensation Committee refers to market data to benchmark and help establish pay opportunities for the NEOs that are competitive for a company of our size in our industry, and for the role and experience of the individual executive. The Compensation Committee generally considers a range around the market median when establishing compensation levels for the NEOs.

For purposes of establishing target compensation opportunity for fiscal years 2016 and 2017, due to the challenges in determining an appropriate peer group, the Compensation Committee referenced Mercer’s 2014 Q4 Executive Remuneration Survey to assess the competitiveness of the compensation paid to our NEOs.  Historically, it has been difficult to establish a peer group of companies that is comparable to the Company in terms of both enterprise size and business complexity.

As part of its annual review and consideration of the benchmarking process used to assess the Company’s pay levels and pay programs for its executives, the Compensation Committee and its independent compensation consultant developed a peer group comprised of companies operating in the Company’s industries and of comparable size, focus and/or complexity. This peer group will be used for executive compensation benchmarking purposes starting in fiscal year 2018.

$ in millions

For purposes of the 2018 peer group analysis:

Consistent with the objectives of our executive pay philosophy of attracting and retaining talented and experienced executives and other key employees, paying for performance, motivating our executive officers to achieve short-term and long-term Company goals that will increase shareholder value and rewarding executives whose knowledge, skills and performance are crucial to our success, actual compensation may be above or below the median for executives in similar roles at companies of similar size and complexity, depending on an evaluation of several factors including, but not limited to, time-in-position, experience, performance, and future potential. We believe this approach is appropriate as it attracts and retains key executives, but does not position our compensation costs out of line with performance.

Compensation Elements in 2017

Base Salary

Base salary provides a fixed element of compensation that competitively rewards our NEOs’ individual skills, competencies, experience and performance. Additionally, the base salaries provide our NEOs with income regardless of the Company’s stock price performance, which acts as a risk-balancing measure in that it helps to avoid incentives to create short-term stock price fluctuations.  Furthermore, it helps mitigate elements beyond the control of the Company, like general economic and stock market conditions unrelated to Company performance.

The Company does not have written employment agreements with our NEOs. The Board and Compensation Committee annually review the performance of the CEO and the CEO’s corporate goals and objectives and, in connection with this review, may recommend a merit-based increase to the CEO’s base salary.  

For the other NEOs, base salary adjustments are based on recommendations by the CEO to the Compensation Committee.  In making such adjustments, the Company’s performance and the individual NEO’s scope of work, performance and competitive benchmarks are considered.  

In 2017, certain of our NEOs received merit based increases, as shown in the following table.

2017 NEO Base Salary Increases

2017 Short-Term Incentives

The Company’s annual incentive plan is a cash incentive plan in which our NEOs, alongside other senior level employees, participate.  The annual incentive plan is intended to reward management for business growth and, to a lesser extent, the achievement of individualized performance targets.

Annual Bonus Performance Metrics

For 2017 annual bonuses, performance was determined using the following metrics:

The Compensation Committee annually approves a target bonus opportunity for each NEO.

Annual Bonus Performance 2017 Objectives and Achievements

Annual performance targets were established for achieving operating income growth and individual performance.  As part of the annual bonus performance goal-setting process, the Board annually reviews and approves management’s business and financial plan for the Company.  Following the approval of the Company’s business and financial plan, the Compensation Committee approves a performance goal level that is designed to be met if the Company achieves its business and financial plan.  The minimum and maximum ranges are intended to appropriately reward for results that exceed or fall short of target expectations.  Bonuses can range from 0% to 200% of target, depending on actual performance, a practice that is consistent with the range of annual bonus opportunities of other companies our size.

Goals are intended to reward for growth and business performance, consistent with the Company’s strategy, and motivate management with additional compensation opportunities without encouraging excessive risk-taking.  We reward our executives with higher levels of cash compensation for results that substantially exceed target results. Conversely, we pay relatively lower levels of cash compensation for results that fail to meet minimally acceptable performance expectations.  

For each named executive officer, the fiscal year 2017 annual bonus awards were calculated by multiplying an individual’s annual base salary for fiscal year 2017 by the individual’s target award percentage, and multiplying the result by each named executive officer’s weighted bonus achievement.

The following table illustrates the Company’s 2017 operating income growth results under the Company’s annual incentive plan:

_________

⁽¹⁾62.5% on a weighted basis.

For fiscal year 2017, the Compensation Committee also considers the individual performance of each named executive officer as indicated by that executive’s individual performance factor (“IPF”). The IPF is additive to the operating income growth payout percentage above, and is determined based on achievement against individual performance objectives.

The Compensation Committee determined the IPF for all named executive officers. Mr. Banyard’s IPF was based on the Compensation Committee’s year-end assessment of his leadership and the Company’s overall performance during the year.  The Compensation Committee determined the IPF for each other named executive officer taking into consideration Mr. Banyard’s recommendation, which included his assessment of the achievement of strategic, financial, and/or operational performance goals specific to each NEO.  This assessment takes into account the NEO’s position within the Company and the corporate goals over which that NEO has control or influence. High performance on the IPF is intended to be difficult to achieve and requires above what the Compensation Committee has determined to be average performance to meet the minimum acceptable standard.  

The table below sets forth each named executive officer’s actual IPF.

Based on the Compensation Committee’s determination of the results above, the named executive officers earned bonus awards for 2017 as follows:

In addition to the short-term incentives awarded under the Company’s annual bonus plan described above, in 2017, Mr. Brackman was awarded a one-time, discretionary bonus of $76,500 in recognition of his service as Interim Chief Financial Officer from March 18, 2016 until December 1, 2016.

2017 Long-Term Incentives

The Company’s long-term incentive plan was established to, among other things, encourage management to drive long-term shareholder value and to align management’s interests with shareholders’ interests, emphasizing the “act like owners” principle of the Company. The long-term incentive plan is intended to motivate and reward leaders for increasing shareholder value and returns. The Company believes the Company’s shareholders and employees are both best served by having our NEOs focused on and rewarded based on the achievement of longer-term results of the Company.  To accomplish this, the Board has, over the years, awarded a blend of stock options, service-based restricted stock units, performance restricted stock units, and performance-based long-term cash incentives to NEOs.  In particular, the use of stock options, service-based restricted stock units and performance restricted stock units are designed to meet specific reward objectives:

Stock options align our executives' interests with those of our shareholders because options only produce rewards to our executives if our stock price increases after options are granted. We believe options are performance-based awards, because the stock price appreciation that produces gains to the executive can generally be achieved if the Company's operating and financial results improve. In addition, options help build executive stock ownership.  Stock options vest ratably on the first three anniversaries of the grant and are exercisable within ten years following their grant, consistent with our historical terms for option grants

The Company had previously included long-term performance cash awards in addition to the long-term equity awards.  Starting in 2017, the Company stopped granting long-term performance cash awards as part of its long-

term incentive plan and moved to a long-term incentive award mix for executive management (including NEOs) solely comprised of equity awards (performance-based restricted stock units, stock options and restricted stock units).  However, certain NEOs may be entitled to long-term performance cash awards under prior performance periods that have not concluded.

Long-Term Performance Metrics

For fiscal year 2017, the Compensation Committee revised the long-term incentive performance metrics (as described below).  These metrics were adopted to better align with the Company’s strategy and to more effectively correlate Company performance to compensation. Additionally, these metrics are used by management to assess operating performance of the business.

The following table shows the performance periods for the Company’s long-term incentive programs outstanding as of the end of 2017:

For the 2015-2017 and 2016-2018 performance cycles, average return on invested capital (“ROIC”) targets were adopted to support a focus on returning greater than our cost of capital over time and to supplement the metrics used in the Company’s annual bonus plan.

In 2016 (for fiscal year 2017 and going forward), the Compensation Committee changed the long-term performance metrics from three-year average ROIC to three-year cumulative EBITDA and three-year total free cash flow as a percentage of sales.  Cumulative EBITDA acts as a measure of the Company’s operating performance and relates strongly to shareholder return, creating greater alignment between executive compensation and enhancing shareholder value.  Free cash flow is defined as cash flow from continuing operations less capital expenditures. Free cash flow as a percentage of sales recognizes the importance of the efficient use of cash to the Company’s ability to fund ongoing investments in our business while incentivizing management to create a business culture that generates strong cash flow year after year.

Long-Term Incentive Performance Objectives and Achievements for the Three-Year Period Ended in 2017

For the three-year period ending in 2017, as described above, the Company established three-year ROIC performance objectives ranging from 8.5% (minimum) to 18.5% (maximum), with target results achieved at 13.5%.  The method for determining the corresponding awards are as follows:

Target ROIC performance reflects the Compensation Committee’s view of an appropriate benchmark based on the Company budget presented to the Committee by management. The Compensation Committee set a reasonable target in the preceding years to challenge management to continuously strive for and drive greater shareholder return.

For the three-year period ending in 2017, the Company achieved a three-year ROIC of 10.0%, resulting in the Company’s CAO being awarded 2015-2017 performance cash of 68% of target.  Given the CEO’s and CFO’s start dates in December 2015 and December 2016, respectively, they were not eligible for such performance awards.

As noted above, for the 2017-2019 performance cycle, performance will be determined using three-year cumulative EBITDA (50% weighting) and three-year total free cash flow as a percentage of sales (50% weighting).  Additionally, the long-term incentive award mix will be comprised solely of equity and will no longer include long-term cash incentives.

2017 Long-Term Incentive Mix

Once target values are developed, awards for each long-term element are based on an individual’s position, experience, future potential, organizational level, scope of responsibilities, their ability to impact results, and any special recruiting and retention needs. For the NEOs, the Compensation Committee aimed to emphasize performance-based elements (long-term performance stock and cash incentives) and options over service-based elements (restricted stock units).  

For the Company’s NEOs, the following mix of target long-term incentives were set for 2017:

Other Benefits

NEOs also participate in broad-based benefit plans that are available to all employees. These benefits are not tied to individual or Company performance, which is the same approach used for other employees. Moreover, changes to executives’ benefits reflect the changes to the benefits of other employees.

The Company’s NEOs participate in the following broad-based benefit plans that provide basic health, life and income security:

The Company provides no executive perquisites, other than a legacy car allowance benefit for one NEO.

Other Compensation Policies and Practices

Risk Assessment of Compensation Practices

In the design and approval of the Company’s executive compensation program, the Compensation Committee considers risks that may be inherent in such program. The Compensation Committee has designed the Company’s compensation program to guard against excessive risk taking.  The following are some features of the compensation program that are designed to help the Company manage compensation-related risk:

As a result, the Compensation Committee believes that the design of the Company’s compensation programs does not encourage our employees to take unnecessary or excessive risks that could harm the long‑term value of Myers Industries.

Compensation Decision-Making

Timeline and Components of Compensation Decision-Making

Parties Involved in Compensation Decision-Making

Compensation Committee Interlocks and Insider Participation

During fiscal year 2017, the following directors were members of the Compensation Committee: Sarah R. Coffin, John B. Crowe, William A. Foley, Bruce M. Lisman, and Robert A. Stefanko. Chairman F. Jack Liebau, Jr. participates on the Compensation Committee in an ex officio capacity. None of the Compensation Committee’s members have at any time been an officer or employee of the Company. In the past fiscal year, none of our NEOs have served as a member of the board of directors or compensation committee of any entity that has one or more NEOs serving on the Company’s Board or Compensation Committee.

Compensation Committee Report on Executive Compensation

The information contained in this report shall not be deemed to be “soliciting material” or “filed” with the SEC or subject to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), except to the extent that we specifically incorporate it by reference into a document filed under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act.

The Compensation Committee, in the performance of its duties and responsibilities, has reviewed and discussed with management the information provided under the section titled “Compensation Discussion and Analysis.” Based on discussions with management and our review of the “Compensation Discussion and Analysis” disclosure, we have recommended to the Board that the “Compensation Discussion and Analysis” be included in this Proxy Statement and incorporated by reference in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.

The foregoing report has been furnished by the current members of the Compensation Committee, being:

Sarah R. Coffin, Chair and Presiding Director, John B. Crowe, William A. Foley, F. Jack Liebau, Jr. (ex officio) Bruce M. Lisman and Robert A. Stefanko.

Summary of Cash and Certain Other Compensation

The following table contains certain information regarding the compensation earned, paid or payable during 2017, for services rendered to the Company and its subsidiaries during fiscal year 2017, to the NEOs.

SUMMARY COMPENSATION TABLE

Accounting Officer

The amounts are listed in the following table:

Grants of Plan Based Awards

The following table contains information concerning the grants of plan based awards to the NEOs under the 2017 Incentive Stock Plan of Myers Industries, Inc., as Amended and Restated (the “2017 Plan”). The actual value and gains, if any, on an option exercise are dependent upon the future performance of our common stock and overall market conditions. The option awards and unvested portion of stock awards identified in the table below are also reported in the Outstanding Equity Awards at Fiscal 2017 Year-End table below.

Grants of Plan Based Awards

During Fiscal Year 2017