DEF 14A

DEF 14A 1 d112512ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant☑

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☑ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Under §240.14a-12

AVIENT CORPORATION

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☑ No fee required.

☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) 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):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

☐ Fee paid previously with preliminary materials.

☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

LOGO

PROXY STATEMENT 2021


MESSAGE FROM OUR CEO			i

NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS			ii

PROXY SUMMARY			1

PROXY STATEMENT			13

PROPOSAL 1 — ELECTION OF BOARD OF DIRECTORS			14

PROPOSAL 2 — ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION			19

PROPOSAL 3 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			20

CORPORATE GOVERNANCE			23

2020 NON-EMPLOYEE DIRECTOR COMPENSATION			30

OWNERSHIP OF AVIENT SHARES			32

COMPENSATION DISCUSSION AND ANALYSIS			34

Executive Summary			34

Executive Compensation Philosophy and Objectives			37

What We Pay and Why: Elements of Compensation			39

Other Aspects of Our Compensation Programs			45

EXECUTIVE COMPENSATION			48

2020 Summary Compensation Table			48

2020 Grants of Plan-Based Awards			51

Outstanding Equity Awards at 2020 Fiscal Year-End			54

2020 Option Exercises and Stock Vested			57

2020 Nonqualified Deferred Compensation			57

Potential Payments Upon Termination or Change of Control			58

CEO Pay Ratio Disclosure			62

Compensation Committee Interlocks and Insider Participation			63

Risk Assessment of the Compensation Programs			63

Compensation Committee Report			63

MISCELLANEOUS PROVISIONS			64

APPENDIX A			A-1

LOGO

MESSAGE FROM OUR CEO

March 30, 2021

Dear Fellow Shareholder:

You are cordially invited to attend and participate in the Avient Corporation Annual Meeting of Shareholders (the “Annual Meeting”), which will be held virtually via live webcast at 9:00 a.m. Eastern Time on Thursday, May 13, 2021. You will be able to attend and participate in the Annual Meeting online, vote your shares electronically and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/AVNT2021 at the meeting date and time described in the accompanying Proxy Statement.

The coronavirus (COVID-19) pandemic has served as both a test and learning opportunity for much of the world. Our heartfelt sympathies are offered to all those who have been impacted by the virus, and our gratitude is extended to all those on the front lines and others supporting the response and recovery efforts. We have decided to hold the Annual Meeting virtually again this year due to the public health impact of COVID-19 and to support the health and well-being of our associates and shareholders. In addition, we believe that hosting a virtual meeting enables greater shareholder attendance and participation from any location around the world, improves our ability to communicate more effectively with our shareholders, and reduces the cost and environmental impact of the Annual Meeting.

A Notice of the 2021 Annual Meeting of Shareholders, a proxy summary and the Proxy Statement follow. Please review this material for information concerning the business to be conducted at the Annual Meeting, including the nominees for election to our Board of Directors (the “Board”).

You will also find enclosed a proxy card and/or voting instruction card and an envelope in which to return the card. Whether or not you plan to attend and participate in the Annual Meeting, please complete, sign, date and return your enclosed proxy card and/or voting instruction card, or vote by telephone or over the internet, as soon as possible so that your shares can be voted at the Annual Meeting in accordance with your instructions. Your vote is very important. You may, of course, withdraw your proxy and change your vote prior to or at the Annual Meeting by following the steps described in the Proxy Statement.

I appreciate the strong support of our shareholders over the years and hope that you will be able to attend and participate in this year’s Annual Meeting.

Sincerely,

Robert M. Patterson

Chairman, President and Chief Executive Officer

Avient Corporation

Please refer to the accompanying materials for voting instructions.

LOGO

NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS

Thursday, May 13, 2021

9:00 a.m. Eastern Time

To be held online at www.virtualshareholdermeeting.com/AVNT2021

We are pleased to invite you to join our Board, senior leadership and other associates of Avient Corporation (“Avient” or the “Company”) for the Annual Meeting.

Record Date

The Board set March 16, 2021 as the record date for the Annual Meeting and owners of record of common shares of Avient as of the close of business on that date are eligible to:

Receive this notice of the Annual Meeting; and

SEC Form DEF 14A filed by Avient Corporation