UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): June 30, 2006
PolyOne Corporation
(Exact Name of Registrant as Specified in Charter)
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| Ohio
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1-16091
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34-1730488 |
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(State or Other
Jurisdiction
of Incorporation)
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(Commission File No.)
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(I.R.S. Employer
Identification No.) |
PolyOne Center, 33587 Walker Rd.
Avon Lake, Ohio 44012
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code:
(440) 930-1000
N/A
(Former Name or Former Address, if Changed Since Last Report)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement.
On June 30, 2006, each of the directors of PolyOne Corporation (the “Company”) and each of the
executive officers of the Company, including the named executive officers (each an “Indemnitee”),
became party to an indemnification agreement with the Company (the “Indemnification Agreements”).
The Indemnification Agreements supplement existing indemnification provisions set forth in the
Company’s organizational documents.
In general, the Indemnification Agreements provide that, subject to the procedures,
limitations and exceptions set forth therein, (i) the Company will indemnify the Indemnitee for all
expenses, judgments, fines and amounts paid in settlement actually incurred by the Indemnitee in
connection with any threatened, pending or completed action, suit, proceeding or claim, by reason
of the fact that the Indemnitee is or was a director and/or officer of the Company or is or was
serving at the request of the Company at another entity, or by reason of any action alleged to have
been taken or omitted in any such capacity, including any appeal of or from any judgment or
decision; (ii) the Company will indemnify the Indemnitee against any amount that the Indemnitee is
or becomes obligated to pay relating to or arising out of any claim made against the Indemnitee
because of any act, failure to act or neglect or breach of duty, including any actual or alleged
error, misstatement or misleading statement, that the Indemnitee commits, suffers, permits or
acquiesces in while acting in his capacity as a director and/or officer of the Company or at the
request of the Company at another entity; (iii) the Company will advance expenses as they are
actually and reasonably incurred in connection with defending a claim in advance of the final
disposition of a claim; and (iv) the Company will maintain an insurance policy or policies
providing directors’ and officers’ liability insurance that covers the Indemnitee.
The foregoing description of the Indemnification Agreements is qualified in its entirety by
reference to the full text of the form of the Indemnification Agreement, which is filed as Exhibit
10.1 to this Current Report on Form 8-K and incorporated herein by reference. Exhibit 10.2 to this
Current Report on Form 8-K contains a schedule of the directors and executive officers who have
entered into an Indemnification Agreement.
ITEM 9.01. Financial Statements and Exhibits.
(d) Exhibits:
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Exhibit |
10.1
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Form of Director and Officer Indemnification Agreement |
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10.2
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Schedule of Directors and Executive Officers with Indemnification Agreements |