Form 8-K












Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): April 4, 2018



PolyOne Corporation

(Exact Name of Registrant as Specified in Its Charter)




Ohio   1-16091   34-1730488

(State or Other Jurisdiction

of Incorporation)



File Number)


(IRS Employer

Identification No.)

PolyOne Center

33587 Walker Road

Avon Lake, Ohio 44012

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (440) 930-1000



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐




Item 5.04. Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.

PolyOne Corporation (the “Company”) is changing the recordkeeper for the PolyOne Corporation Retirement Savings Plan (the “401(k) Plan”) from John Hancock Retirement Plan Services to Fidelity Workplace Services LLC.

In connection with this action, a blackout period under the 401(k) Plan will occur from 4:00 p.m. Eastern Time on May 4, 2018 through the week of June 10, 2018 (the “Blackout Period”). During the Blackout Period, 401(k) Plan participants will be unable to change investments in their individual accounts or obtain loans or distributions from the 401(k) Plan.

On April 9, 2018, the Company sent a notice (the “Insider Notice”) to its directors and executive officers informing them of the Blackout Period. The Insider Notice was required pursuant to Section 306 of the Sarbanes-Oxley Act of 2002 and Section 104 of Regulation BTR under the Securities Exchange Act of 1934.

During the Blackout Period and for a period of two years after the ending date of the Blackout Period, shareholders or other interested parties may obtain, without charge, information about the beginning date and the actual ending date of the Blackout Period by contacting:

Marla Bartolotta

33587 Walker Road

Avon Lake, Ohio 44012


A copy of the Insider Notice is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.



Exhibit No.




Notice to Directors and Executive Officers, dated April 9, 2018


Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


  PolyOne Corporation
By:   /s/ Lisa K. Kunkle
  Lisa K. Kunkle

Senior Vice President, General Counsel and


Date: April 9, 2018