SecProbe.io

United States securities and exchange commission logo
January 12, 2024
Grant E. Fitz
Executive Vice President and Chief Financial Officer
Myers Industries Inc
1293 South Main Street
Akron, Ohio 44301
Re:Myers Industries Inc
Definitive Proxy Statement on Schedule 14A
Filed March 21, 2023
File No. 001-08524
Dear Grant E. Fitz:
            We have limited our review of your most recent definitive proxy statement to those issues
we have addressed in our comments.  Please respond to these comments by confirming that you
will revise your future proxy disclosures in accordance with the topics discussed below.
Definitive Proxy Statement on Schedule 14A filed March 21, 2023
Pay versus Performance, page 48
1.Please identify each named executive officer included in the calculation of average non-
PEO named executive officer compensation, and the fiscal years in which such persons
are included. You may provide this information in a footnote to the pay versus
performance table. See Regulation S-K Item 402(v)(3).
2.Refer to the reconciliation tables in footnotes (2)(b), (4)(b) and (6)(a) to your pay versus
performance table. It is unclear what amounts are reflected in the column titled "Year over
Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the
Year." Specifically, equity awards granted in prior years that vest during the relevant year
should be valued as the difference between the fair value as of the end of the prior fiscal
year and the vesting date, not the "year over year" change in value. Please ensure that your
table headings reflect accurately the amounts used to calculate compensation actually
paid. Refer to Item 402(v)(2)(C)(iv) of Regulation S-K.
3.Refer to the bar charts you have provided to demonstrate the relationships between
various performance measures in the pay versus performance table and compensation
actually paid, as required by Regulation S-K Item 402(v)(5). We note from your pay
versus performance table that you had more than one person serve as your PEO in fiscal
year 2020; however, it appears that the relationship charts may not reflect both of these

 FirstName LastNameGrant E. Fitz
 Comapany NameMyers Industries Inc
 January 12, 2024 Page 2
 FirstName LastName
Grant E. Fitz
Myers Industries Inc
January 12, 2024
Page 2
individuals, either separately or in the aggregate. Specifically, the bar representing the
PEO pay for 2020 appears to be lower than the aggregate amount paid to your two PEOs
in that year, and the charts do not include an alternative presentation of separate bars for
each PEO. In addition, consider labeling your y axes for readability. Please ensure that
your disclosure under Regulation S-K Item 402(v)(5) clearly shows the required
relationship disclosures and includes the compensation actually paid to each of the
required named executive officers. See also Regulation S-K Compliance & Disclosure
Interpretation 128D.13.
4.We note that you have included two peer groups in your pay versus performance table,
although Item 402(v)(1) and (v)(2)(iv) of Regulation S-K contemplate inclusion of a
single peer group. If you include in your pay versus performance table information in
addition to that specified in Regulation S-K Item 402(v)(1)(a)–(h), please ensure that any
additional disclosure is "clearly identified as supplemental, not misleading, and not
presented with greater prominence than the required disclosure." See Pay Versus
Performance, Release No. 34-95607 (August 25, 2022 [87 FR 55134 (September 8,
2022)] at Section II.F.3.
            Please contact Eranga Dias at 202-551-8107 or Amanda Ravitz at 202-551-3412 with any
other questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program