A.
SCHULMAN, INC.
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(Name
of Registrant as Specified in Its Charter)
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STARBOARD
VALUE AND OPPORTUNITY MASTER FUND LTD.
STARBOARD
VALUE & OPPORTUNITY FUND, LLC
RCG
ENTERPRISE, LTD
PARCHE,
LLC
RCG
STARBOARD ADVISORS, LLC
RAMIUS
CAPITAL GROUP, L.L.C.
C4S
& CO., L.L.C.
PETER
A. COHEN
MORGAN
B. STARK
JEFFREY
M. SOLOMON
THOMAS
W. STRAUSS
MARK
MITCHELL
MICHAEL
CAPORALE, JR.
LEE
MEYER
YEVGENY
V. RUZHITSKY
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(Name
of Persons(s) Filing Proxy Statement, if Other Than the
Registrant)
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(3)
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Per
unit price or other underlying value of transaction computed pursuant
to
Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is
calculated and state how it was
determined):
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The
long history of deteriorating operating performance at Schulman
under the
stewardship of this Board, and illustrates how the declining operating
performance is not an industry-wide
problem;
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The
current Board’s history of not living up to commitments it made to settle
two prior threatened contested
elections;
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Significant
concerns about the commitment of the Board and the new CEO, Mr.
Gingo, to
follow through on the promise to explore strategic
alternatives;
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Questions
surrounding the qualifications of the newly-appointed CEO and the
process
by which he was selected;
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Messrs.
Caporale’s and Meyer’s qualifications and independence from the current
Board, management, and Ramius;
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Messrs.
Caporale’s and Meyer’s commitment to a full strategic review process that
will carefully examine ALL alternatives to maximize stockholder
value;
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Strategic
initiatives for improving the business proposed by Ramius’ independent
nominees;
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Messrs.
Caporale’s and Meyer’s skills and relevant industry experience to assist
the Board and management in addressing numerous serious issues
confronting
the Company; and
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Messrs.
Caporale’s and Meyer’s support, if elected to the Board, for expanding the
Board by one member and adding the newly-appointed CEO to the Board,
but
not as Chairman or a member of the Special Committee formed to
explore
strategic alternatives.
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