Delaware | 0-7459 | 34-0514850 | ||
(State or other jurisdiction | (Commission | (IRS Employer | ||
of incorporation) | File Number) | Identification No.) |
3550 West Market Street, Akron, Ohio | 44333 | |
(Address of principal executive offices) | (Zip Code) |
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| The Ramius Group has agreed not to nominate any persons for election as directors at the Companys 2008 Annual Meeting and to withdraw any notice of its intent to nominate persons for election as directors at the 2008 Annual Meeting. | ||
| The Company has agreed to announce that Dr. Peggy G. Miller has withdrawn her acceptance of her nomination to stand for election as a director of the Company at the 2008 Annual Meeting, and the Company has agreed not to nominate another candidate for election to the vacancy created by Dr. Miller. | ||
| The Company has agreed to maintain the size of the Board of Directors at 12 to enable the appointment of an independent director to fill the vacancy created by Dr. Miller, and not to increase the size of the Board above 12 directors before the conclusion of the 2009 Annual Meeting without the Ramius Groups prior written consent. | ||
| The Company has agreed to have the Board of Directors form a special selection committee, (the Selection Committee) consisting of independent directors Howard R. Curd (Chair), David G. Birney and Lee D. Meyer, for the purpose of identifying and recommending for appointment by the full Board an independent director to fill the vacancy created by Dr. Miller. In making its recommendation, the Selection Committee will consider and interview at least two candidates suggested by each of the Company and the Ramius Group, provided that such recommendations are received by the Selection Committee no later than December 31, 2008. The independent director shall be a person recommended by the Selection Committee and shall be approved by the full Board of Directors no later than January 31, 2009. | ||
| The Company has agreed to present David G. Birney and John B. Yasinsky as the Board of Directors slate of nominees for election as directors at the 2008 Annual Meeting. | ||
| The Ramius Group has agreed to vote all shares of the Companys common stock it is entitled to vote in favor of the Board of Directors slate of nominees at the 2008 Annual Meeting. |
| The Company has agreed to reimburse Ramius LLC for the actual documented out-of-pocket third-party expenses (up to a maximum of $25,000) incurred by the members of the Ramius Group in connection with its anticipated proxy solicitation and the drafting, negotiation and execution of the Agreement and all related activities and matters. |
ITEM 5.02 | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. |
Exhibit Number | Description | |
10.1
|
Agreement by and among the Company and the Ramius Group, dated November 11, 2008. | |
10.2
|
Advisory Agreement, by and between the Company and Dr. Peggy G. Miller, dated November 7, 2008. | |
99.1
|
Press Release, dated November 11, 2008. |
A. Schulman, Inc. |
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By: | /s/ David C. Minc | |||
David C. Minc | ||||
Vice President, General Counsel and Secretary |
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