https://www.avient.com/sites/default/files/2023-03/Avient Annual Report 2022.pdf
dated June 23,
2022 (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on June 24, 2022,
SEC File No. 1-16091)
2.4† Asset Purchase Agreement, dated August 11, 2022, by and between Avient Corporation and Hilo Group Buyer, LLC
(incorporated by reference to Exhibit 2.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended
September 30, 2022).
3.1 Amended and Restated Articles of Incorporation of Avient Corporation (as amended through June 30, 2020)
(incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2020, SEC File No. 1-16091)
3.2 Amended and Restated Code of Regulations, effective June 30, 2020 (incorporated by reference to Exhibit 3.2 to the
Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, SEC File No. 1-16091)
4.1 Indenture, dated May 13, 2020, between PolyOne Corporation and U.S.
Bank Trust Company, National Association as
trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on August 10,
2022, SEC File No. 1-16091)
4.3 Description of Securities (incorporated by reference to Exhibit 4.2 to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 2019, SEC File No. 1-16091).
10.1 Third Amended and Restated Credit Agreement, dated June 28, 2019, by and among PolyOne Corporation, the
subsidiaries of PolyOne Corporation party thereto, Wells Fargo Capital Finance, LLC, as administrative agent, and the
various lenders and other agents party thereto (incorporated by reference to Exhibit 10.2 to the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 2019, SEC File No. 1-16091.
10.2 First Amendment to Third Amended and Restated Credit Agreement, dated as of October 26, 2021, by and among the
lenders party thereto, Wells Fargo Capital Finance, LLC, as administrative agent for the lenders, Avient Corporation,
NEU Specialty Engineered Materials, LLC, Avient Canada ULC, and PolyOne S.à.r.l.
incorporated by reference to
Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, SEC File
10.3 Credit Agreement, dated November 12, 2015, by and among PolyOne Corporation, as borrower, Citibank, N.A., as
administrative agent, each of Citigroup Global Markets Inc., Wells Fargo Securities LLC, Goldman, Sachs & Co.,
HSBC Securities (USA) Inc. and Morgan Stanley & Co.
https://www.avient.com/sites/default/files/resources/PolyOne%25202013%2520Annual%2520Report.pdf
ColorMatrix Group Incorporated
On December 21, 2011, PolyOne, pursuant to the terms of an Agreement and Plan of Merger (Merger
Agreement) with ColorMatrix Group, Inc. and Audax ColorMatrix Holdings, LLC, acquired all of the
equity of ColorMatrix Group, Inc.
Wulfsohn
84 POLYONE CORPORATION
EXHIBIT INDEX
2.1† Purchase Agreement, dated as of February 28, 2011, by and among PolyOne Corporation, 1997 Chloralkali
Venture, LLC, Olin Corporation and Olin SunBelt II, Inc.
incorporated by reference to Exhibit 2.1 to the
Company’s Current Report on Form 8-K filed March 3, 2011, SEC File No. 1-16091).
2.2† Agreement and Plan of Merger, dated as of September 30, 2011, among PolyOne Corporation, 2011
ColorNewton Inc., ColorMatrix Group, Inc., and Audax ColorMatrix Holdings, LLC (Incorporated by reference
to Exhibit 2.1 to PolyOne Corporation’s current report on Form 8-K filed on October 5, 2011, SEC File
No. 1-16091).
2.3† Agreement and Plan of Merger, dated October 23, 2012, by and among PolyOne Corporation, 2012
RedHawk, Inc., 2012 RedHawk, LLC and Spartech Corporation (Incorporated by reference to Exhibit 2.1 to
PolyOne Corporation’s current report on Form 8-K filed on October 24, 2012, SEC File No. 1-16091)
2.4† Asset Purchase Agreement, dated as of March 25, 2013, by and between PolyOne Corporation and
Mexichem Specialty Resins Inc.
https://www.avient.com/sites/default/files/resources/PolyOne%25202014%2520Annual%2520Report.pdf
Wulfsohn
82 POLYONE CORPORATION
EXHIBIT INDEX
2.1† Purchase Agreement, dated as of February 28, 2011, by and among PolyOne Corporation, 1997 Chloralkali
Venture, LLC, Olin Corporation and Olin SunBelt II, Inc.
incorporated by reference to Exhibit 2.1 to the
Company’s Current Report on Form 8-K filed March 3, 2011, SEC File No. 1-16091)
2.2† Agreement and Plan of Merger, dated as of September 30, 2011, among PolyOne Corporation, 2011
ColorNewton Inc., ColorMatrix Group, Inc., and Audax ColorMatrix Holdings, LLC (Incorporated by reference
to Exhibit 2.1 to PolyOne Corporation’s current report on Form 8-K filed on October 5, 2011, SEC File
2.3† Agreement and Plan of Merger, dated October 23, 2012, by and among PolyOne Corporation, 2012
RedHawk, Inc., 2012 RedHawk, LLC and Spartech Corporation (Incorporated by reference to Exhibit 2.1 to
PolyOne Corporation’s current report on Form 8-K filed on October 24, 2012, SEC File No. 1-16091)
2.4† Asset Purchase Agreement, dated as of March 25, 2013, by and between PolyOne Corporation and
Mexichem Specialty Resins Inc.
WALTERS
President and Chief Executive
Officer, QualHealth, LLC
Committees: 2, 4
WILLIAM A.
https://www.avient.com/sites/default/files/2024-03/2024 Proxy Statement_March.pdf
Director since: 2011
Age: 67
• Exxon Mobil Corporation
Current Non-Public Company Directorships:
• X-Energy Reactor Company, LLC
Former Directorships:
• Enbridge Inc.
• Marathon
• MPLX GP, TLGP
• Andeavor
• DCP Midstream GP, LLC
• QEP Midstream Partners, LP
• Western Logistics GP LLC
Neil Green
Executive Vice President and Chief Digital Officer at Otis Worldwide Corporation
(“Otis”), a leading elevator and escalator manufacturing, installation and
service company, since 2020.
Green served as Vice President, Data Center Group at Intel Corporation, a
semiconductor company, and as President, Intel Federal LLC, a subsidiary of
Intel Corporation, from 2015 to 2018, and previously in various other roles of
increasing responsibility at Intel Corporation.
https://www.avient.com/sites/default/files/resources/PolyOne%2520Proxy%2520Statement%25202016.pdf
Goff served on the Board of Directors of DCP
Midstream CP, LLC.
Walters
Age: 71
Director Since: 1998
President and Chief Executive Officer of QualHealth,
LLC, a health care consulting firm.
We have retained Morrow & Co., LLC, 470 West Avenue, Stamford, CT 06902, to
assist in the solicitation for an estimated fee of $7,500 plus reasonable expenses.
https://www.avient.com/sites/default/files/resources/Polyone%2520AR.pdf
incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed
March 27, 2013, SEC File No. 1-16091)
2.2† Equity Purchase Agreement dated June 29, 2017, by and among PolyOne Corporation, PolyOne Designed Structures
and Solutions LLC and NLIN Plastics, LLC (incorporated by reference to Exhibit 2.1 to the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 2017, SEC File No. 1-16091)
3.1 Articles of Incorporation (incorporated by reference to Exhibit 3(i) to the Company’s Annual Report on Form 10-K for
the fiscal year ended December 31, 2000, SEC File No. 1-16091)
3.2 Amendment to the Second Article of the Articles of Incorporation, as filed with the Ohio Secretary of State,
November 25, 2003 (incorporated by reference to Exhibit 3.1a to the Company’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2003, SEC File No. 1-16091)
3.3 Regulations (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on July 17,
2009, SEC File No. 1-16091)
4.1 Indenture, dated February 28, 2013, between PolyOne Corporation and Wells Fargo Bank, National Association, as
trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on March 5,
2013, SEC File No. 1-16091)
10.1 Second Amended and Restated Credit Agreement, dated February 24, 2017, by and among PolyOne Corporation, the
subsidiaries of PolyOne Corporation party thereto, Wells Fargo Capital Finance, LLC, as administrative agent, and the
various lenders and other agents party thereto (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly
Report on Form 10-Q for the quarter ended March 31, 2017, SEC File No. 1-16091)
10.2 Credit Agreement, dated November 12, 2015, by and among PolyOne Corporation, as borrower, Citibank, N.A., as
administrative agent, each of Citigroup Global Markets Inc., Wells Fargo Securities LLC, Goldman, Sachs & Co.,
HSBC Securities (USA) Inc. and Morgan Stanley & Co.
LLC, as joint-lead arrangers and joint-book managers,
Jefferies Finance LLC, KeyBanc Capital Markets Inc. and SunTrust Robinson Humphrey, Inc., as co-managers, and
several other commercial lending institutions that are parties thereto (incorporated by reference to Exhibit 10.6 to the
Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, SEC File No. 1-16091)
10.3 Amendment Agreement No. 1 to the Credit Agreement, dated as of June 15, 2016, among the Company, certain
subsidiaries of the Company, Citibank, N.A., as administrative agent, and the additional lender party thereto
(incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended
June 30. 2016, SEC File No. 16091)
10.4 Amendment Agreement No. 2, dated August 3, 2016, by and among PolyOne Corporation, the subsidiaries of
PolyOne Corporation party thereto, Citibank, N.A, as administrative agent, and the lenders party thereto (incorporated
by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 5, 2016, SEC File No.
10.5 Amendment Agreement No. 3, dated January 24, 2017, by and among PolyOne Corporation, the subsidiaries of
PolyOne Corporation party thereto, Citibank, N.A., as administrative agent, and the lenders party thereto (incorporated
by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017,
SEC File No. 1-16091)
10.6 Amendment Agreement No. 4, dated August 15, 2017, by and among PolyOne Corporation, the subsidiaries of
PolyOne Corporation party thereto, Citibank, N.A., as administrative agent, and the lenders party thereto (incorporated
by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30,
2017, SEC File No. 1-16091)
10.7 Amendment Agreement No. 5, dated April 11, 2018, by and among PolyOne Corporation, the subsidiaries of PolyOne
Corporation party thereto, Citibank, N.A., as administrative agent, and the lenders party thereto (incorporated by
reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018, SEC
File No. 1-16091)
10.8 Amendment Agreement No. 6, dated November 9, 2018, by and among PolyOne Corporation, the subsidiaries of
PolyOne Corporation party thereto, Citibank, N.A, as administrative agent, and the lenders party thereto (incorporated
by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 13, 2018, SEC File No.
10.9+ Form of 2011 Award Agreement under the 2010 Equity and Performance Incentive Plan (incorporated by reference to
Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, SEC File No.
10.10+ Amended and Restated PolyOne Corporation 2010 Equity and Performance Incentive Plan (incorporated by reference
to Appendix B to the Company’s definitive proxy statement on Schedule 14A filed on April 3, 2015, SEC File No.
10.11+ Amended and Restated PolyOne Senior Executive Annual Incentive Plan (incorporated by reference to Appendix C to
the Company’s definitive proxy statement on Schedule 14A filed on April 3, 2015, SEC File No. 1-16091)
10.12+ PolyOne 2017 Equity and Incentive Compensation Plan (incorporated by reference to Appendix B to the Company's
definitive proxy statement on Schedule 14A filed on March 31, 2017, SEC File No. 1-16091)
10.13+ Form of Grant of Stock-Settled Stock Appreciation Rights under the 2010 Long-Term Incentive Plan (incorporated by
reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010,
SEC File No. 1-16091)
10.14+ Amended and Restated Deferred Compensation Plan for Non-Employee Directors (as amended and restated effective
May 20, 2014) (incorporated by reference to Exhibit 10.7 of the Company’s Annual Report on Form 10-K for the fiscal
year ended December 31, 2014, SEC File No. 1-16091)
10.15+ Form of Management Continuity Agreement for Executive Officers prior to 2011 (incorporated by reference to
Exhibit 10.13 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007, SEC File
No. 1-16091)
POLYONE CORPORATION 65
Exhibit No.
https://www.avient.com/sites/default/files/2024-03/2024 Proxy Statement %28Filed%29.pdf
Director since: 2011
Age: 67
• Exxon Mobil Corporation
Current Non-Public Company Directorships:
• X-Energy Reactor Company, LLC
Former Directorships:
• Enbridge Inc.
• Marathon
• MPLX GP, TLGP
• Andeavor
• DCP Midstream GP, LLC
• QEP Midstream Partners, LP
• Western Logistics GP LLC
Neil Green
Executive Vice President and Chief Digital Officer at Otis Worldwide Corporation
(“Otis”), a leading elevator and escalator manufacturing, installation and
service company, since 2020.
Green served as Vice President, Data Center Group at Intel Corporation, a
semiconductor company, and as President, Intel Federal LLC, a subsidiary of
Intel Corporation, from 2015 to 2018, and previously in various other roles of
increasing responsibility at Intel Corporation.
https://www.avient.com/sites/default/files/resources/PolyOne%25202018%2520Proxy%2520Statement.PDF
Current Directorships: Andeavor, Andeavor Logistics GP,
LLC (the general partner of Andeavor Logistics LP)
Former Directorships: DCP Midstream CP, LLC
Age: 61
Director since: 2011
William R.
We have retained Morrow Sodali LLC, 470 West Avenue, Stamford, CT 06902, to
assist in the solicitation for an estimated fee of $7,500 plus reasonable expenses.
https://www.avient.com/sites/default/files/resources/PolyOne%25202017%2520Proxy%2520Statement.PDF
Fearon served as a Partner of Willow Place Partners LLC, a
corporate advisory firff m, from 2001 to 2002 and was the Senior
Vice President Corporate Development for Transamerica
Corporation, a finff ancial services organization, from 1995 to
2000.
Current Directorships: Tesoro Corporation, Tesoro
Logistics GP LLC (the general partner of Tesoro Logistics LP)
Former Directorships: DCP Midstream CP, LLC
Age: 60
Director since: 2011
7
William R.
We have retained Morrow Sodali LLC, 470 West Avenue, Stamforff d, CT 06902, to
assist in the solicitation for an estimated fee of $7,500 plus reasonable expenses.
https://www.avient.com/sitemap
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