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  xþ

Filed by a Party other than the Registrant  ¨

Check the appropriate box:

POLYONE 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):

NOTICE OF 2015

ANNUAL MEETING OF SHAREHOLDERS

AND PROXY STATEMENT

POLYONE CORPORATION

Notice of 2013

Annual Meeting of Shareholders

and Proxy StatementPolyOne Corporation

Contents

MESSAGE FROM OUR CEO

April 2, 20133, 2015

Dear Fellow Shareholder:

You are cordially invited to attend the PolyOne Corporation Annual Meeting of Shareholders (the “Annual Meeting”), which will be held at 9:00 a.m. on Wednesday,Thursday, May 15, 2013,14, 2015, at PolyOne Corporation’s corporate headquarters located at PolyOne Center, 33587 Walker Road, Avon Lake, Ohio 44012.

A Notice of the 2015 Annual Meeting of Shareholders, a proxy summary and the Proxy Statement follow.follows. Please review this material for information concerning the business to be conducted at the Annual Meeting and the nominees for election as Directors.to our Board of Directors (the “Board”).

You will also find enclosed a proxy and/or voting instruction card and an envelope in which to return the card. Whether or not you plan to attend the Annual Meeting, please complete, sign, date and return your enclosed proxy 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 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 look forward to seeing you at the meeting.

Sincerely,
Stephen D. NewlinRobert M. Patterson Chairman, President and Chief Executive Officer PolyOne Corporation

Please refer to the accompanying materials for voting instructions.

POLYONE CORPORATION

NOTICE OF 2015 ANNUAL MEETING

OF SHAREHOLDERS

The Annual Meeting of ShareholdersThursday, May 14, 2015

9:00 a.m. Eastern Standard Time

PolyOne Center, 33587 Walker Road, Avon Lake, Ohio 44012

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

The Board set March 16, 2015 as the record date for the Annual Meeting, thus, owners of record of shares of common stock of PolyOne as of the close of business on that date are eligible to:

Please ensure that your shares are represented at the Annual Meeting by promptly voting and submitting your proxy by telephone or over the Internet, or by completing, signing, dating and returning your proxy form in the enclosed envelope.

April 3, 2015

PROXY SUMMARY

PROXY SUMMARY

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting.

VOTING AND MEETING INFORMATION

Your vote is important to the future of the Company. Please carefully review the proxy materials for the Annual Meeting, which will be held on Thursday, May 14, 2015 Eastern Standard Time at PolyOne Corporation’sCenter, 33587 Walker Road, Avon Lake, Ohio 44012. Follow the instructions below to cast your vote on all of the voting matters.

Who is Eligible to Vote

You are entitled to vote if you were a shareholder of record at the close of business on March 16, 2015, the record date for the Annual Meeting. Each share of common stock is entitled to one vote for each Board of Director nominee and one vote for each of the other proposals to be voted on.

Advance Voting Methods

Even if you plan to attend our Annual Meeting in person, if you are a registered holder, please cast your vote as soon as possible using one of the following advance methods:

visitwww.proxypush.com/pol to vote your proxyOVER THE INTERNET until 11:59 p.m. (CT) on May 13, 2015.

call 1-866-883-3382 to vote your proxyBY TELEPHONE until 11:59 p.m. (CT) on May 13, 2015.

sign, date and return your proxy card/voting instruction form to voteBY MAIL.

Attending and Voting at the Annual Meeting

All shareholders of record may vote in person at the Annual Meeting. Beneficial owners may vote in person at the meeting if they have a legal proxy.

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PROXY SUMMARY

Meeting Agenda and Voting Recommendations

Director Nominees (Pages 8-12)

The following table provides summary information about each Board nominee.

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PROXY SUMMARY

How Pay is Tied to Company Performance (Page 26)

We understand there are different views on how to assess whether a company “pays for performance.” This section highlights how our Compensation Committee views executive compensation and Company performance. It also highlights why we believe the Company’s compensation programs are appropriately aligned with performance.

Our executive compensation programs reflect the belief that the amount earned by our executives must, to a significant extent, depend on achieving rigorous Company and business unit performance objectives designed to enhance shareholder value. The Compensation Committee views Company performance in two ways:

Our Named Executive Officer compensation is in line with the Company’s performance against these measures, as outlined below.

Company Operating Performance

In a year marked by continued uncertainty in the global economy, PolyOne delivered strong adjusted operating income and revenue growth, and realized further gains from our specialty platform, which accounts for nearly two-thirds of our segment operating income. We will work to continue this growth trend as we focus on more specialty end-uses in markets such as transportation, consumer, packaging and healthcare. Additional 2014 Company financial performance highlights include⁽¹⁾:

Our Company has delivered twenty-one consecutive quarters of strong double-digit adjusted earnings per share growth.

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PROXY SUMMARY

Return to Shareholders

Our Company has delivered consistent positive return to shareholders over time as noted below.

Impact of Our Performance on Named Executive Officer 2014 Compensation

As a result of our strong operational performance highlighted above, our Named Executive Officers earned an above target payout under the 2014 PolyOne Corporation Senior Executive Annual Incentive Plan (the “Annual Plan”) as noted below. Mr. Van Hulle and Ms. McAlindon have responsibility for business unit-specific results (our Global Color, Additives and Inks business and Designed Structures and Solutions business, respectively) and their Annual Plan opportunity is based on performance goals related to each applicable business. The performance measures, weightings, targets and the respective levels of attainment are set forth below (dollars in millions).

Mr. Van Hulle and Ms. McAlindon have responsibility for business unit-specific results and while their adjusted operating income performance goals are weighted 50% overall, they are based two-thirds on business unit-specific results and one-third on consolidated PolyOne adjusted operating income results. For Mr. Van Hulle, whose results were based on the Global Color, Additives and Inks Plan, total attainment was 120.3%, with the components consisting of: (1) 33.3% based on business unit adjusted operating income attainment of 133.0% (2014 attainment of $123.4 million measured against a target of $119.3 million); (2) 16.7% based on consolidated adjusted operating income attainment of 156.0% (2014 attainment of $319.7 million measured against a target of $298.1 million); (3) 25.0% based on working capital as percentage of sales attainment of 200.0% (2014 attainment of 10.0% measured against a target of 10.7%); and (4) 25.0% based on revenue attainment of 0.0% (2014 attainment of $839.2 million measured against a target of $869.4 million). For Ms. McAlindon, whose results were based on the Designed Structures and Solutions Plan, total attainment was 109.0%, with the components consisting of: (1) 33.3% based on business unit adjusted operating income attainment of 99.2% (2014 attainment of $45.1 million measured against a target of $45.2 million); (2) 16.7% based on consolidated adjusted operating income attainment of 156.0% (2014 attainment of $319.7 million measured against a target of $298.1 million); (3) 25.0% based on working capital as percentage of sales attainment of 200.0% (2014 attainment of 11.9% measured against a target of 13.0%); and (4) 25.0% based on revenue attainment of 0.0% (2014 attainment of $619.0 million measured against a target of $657.0 million).

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PROXY SUMMARY

As a result of strong performance over the past three years, in 2014, the Named Executive Officers (except Mr. Kedrowski, who did not receive a payout in 2014) earned a 200% cash-settled performance unit payout under PolyOne’s 2010 Equity and Performance Incentive Plan (referred to as the “Long-Term Incentive Plan”). The payout was earned by PolyOne exceeding cumulative adjusted earnings per share targets over four, equally-weighted performance periods as noted below.

All financial measures (targets and results) reported in the above tables were calculated with adjustments for acquisitions, divestitures and special items pursuant to the terms of the Annual Plan and 2012 - 2014 Long-Term Incentive Plan and as approved by the Board. For information on the terms and conditions of these incentive plans, see the “What We Pay and Why: Elements of Compensation” section of this proxy statement (Page 32).

Executive Compensation Philosophy and Objectives (Page 29)

Our executive compensation program is designed to achieve the following key objectives:

Some of the compensation best practices we employ to achieve these objectives include:

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PROXY STATEMENT

POLYONE CORPORATION

PolyOne Center

33587 Walker Road

Avon Lake, Ohio 44012

PROXY STATEMENT

Dated April 3, 2015

Our Board respectfully requests your proxy for use at the Annual Meeting to be held at PolyOne’s corporate headquarters located at PolyOne Center, 33587 Walker Road, Avon Lake, Ohio 44012 at 9:00 a.m. on Wednesday,Thursday, May 15, 2013. The purposes of the meeting are to:

Shareholders of record at the close of business on March 18, 2013 are entitled to notice of and to vote at the meeting.

For the Board of Directors

LISA K. KUNKLE

Vice President, General Counsel and Secretary

April 2, 2013

Important Notice Regarding the Availability of Proxy Materials

for the Annual Meeting of Shareholders to be held on May 15, 2013:

The proxy statement, proxy card and annual report to shareholders for the fiscal year ended December 31, 2012 are available at our internet website, www.polyone.com, on the “Investors Relations” page.

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POLYONE CORPORATION

PolyOne Center

33587 Walker Road

Avon Lake, Ohio 44012

PROXY STATEMENT

Dated April 2, 2013

Our Board of Directors respectfully requests your proxy for use at the Annual Meeting of Shareholders to be held at PolyOne Corporation’s corporate headquarters located at PolyOne Center, 33587 Walker Road, Avon Lake, Ohio 44012 at 9:00 a.m. on Wednesday, May 15, 2013,14, 2015, and at any adjournments of that meeting. This proxy statement is to inform you about the matters to be acted upon at the meeting.

If you attend the meeting, you may vote your shares by ballot. If you do not attend, your shares may still be voted at the meeting if you sign and return the enclosed proxy card.card or vote by telephone or over the Internet as described below. Common shares represented by a properly signed proxy card will be voted in accordance with the choices marked on the card. If no choices are marked, the shares will be votedvoted: (1) to elect the nominees listed on pages 48 through 812 of this proxy statement,statement; (2) to approve, by non-binding vote,on an advisory basis, our named executive officers’Named Executive Officer compensation for the fiscal year ended December 31, 20122014; (3) to approve the Amended and (3)Restated PolyOne Corporation 2010 Equity and Performance Incentive Plan; (4) to approve the Amended and Restated PolyOne Corporation Senior Executive Annual Incentive Plan; and (5) to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2013. 2015.

You may revoke your proxy before it is voted by giving notice to us in writing or orally at the meeting. Persons entitled to direct the vote of shares held by the following plans will receive a separate voting instruction card: The PolyOne Retirement Savings Plan and the PolyOne Canada Inc. Retirement Savings Program. If you receive a separate voting instruction card for one of these plans, you must sign and return the card as indicated on the card in order to instruct the trustee on how to vote the shares held under the respective plan. You may revoke your voting instruction card before the trustee votes the shares held by it by giving notice in writing to the trustee.

Shareholders may also submit their proxies by telephone or over the Internet. The telephone and Internet voting procedures are designed to authenticate votes cast by use of a personal identification number. These procedures allow shareholders to appoint a proxy to vote their shares and to confirm that their instructions have been properly recorded. Instructions for voting by telephone and over the Internet are printed on the proxy cards.

We are mailing this proxy statement and the enclosed proxy card and, if applicable, the voting instruction card, to shareholders on or about April 2, 2013.3, 2015. Our headquarters are located at PolyOne Center, 33587 Walker Road, Avon Lake, Ohio 44012 and our telephone number is (440) 930-1000.

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ELECTION OF BOARD OF DIRECTORS

PROPOSAL 1 — ELECTION OF BOARD OF DIRECTORS

Our Board of Directors currently consists of nine11 Directors. Pursuant to the Director retirement policy contained in our Corporate Governance guidelines, Gordon D. Harnett will not be nominated for re-election at our Annual Meeting. Thus, following the Annual Meeting and assuming the election of all the Board nominees, our Board will consist of 10 Directors.

Each Director serves for a one-year term and until a successor is duly elected and qualified, subject to the Director’s earlier death, retirement or resignation. Our Corporate Governance Guidelines provide that all non-employee Directors will retire from the Board not later than the annual meeting of shareholdersAnnual Meeting immediately following the Director’s 72^nd birthday, although the Board may waive this limitation if it determines that such a waiver is in PolyOne Corporation’s (“PolyOne” or the “Company”)PolyOne’s best interests.

A shareholder who wishes to nominate a person for election as a Director must provide written notice to our Secretary in accordance with the procedures specified in Regulation 12 of our Code of Regulations (“Regulations”). Generally, the Secretary must not receive the notice not less than 60 nor more than 90 days prior to the first anniversary of the date on which we first mailed our proxy materials for the preceding year’s annual meeting.Annual Meeting. The notice must set forth, as to each nominee, the name, age, principal occupation and employment during the past five years, name and principal business of any corporation or other organization in which such occupation and employment were carried on and a brief description of any arrangement or understanding between such person and any others pursuant to which such person was selected as a nominee. The notice must include the nominee’s signed consent to serve as a Director if elected. The notice must set forth the name and address of, and the number of our common shares owned by, the shareholder giving the notice and the beneficial owner on whose behalf the nomination is made and any other shareholders believed to be supporting such nominee.

Following are the nominees for election as Directors for terms expiring in 2014,2016, a description of the business experience of each nominee and the names of other publicly-held companies for which he or she currently serves as a director or has served as a director during the past five years. Each nominee for election as Director was previously elected by our shareholders, with the exception of Sandra Beach Lin. Ms. Beach Lin was recommended to our Nominating and Governance Committee for election to the Board by a third-party search firm, Nosal Partners LLC. Ms. Beach Lin was subsequently recommended by our Nominating and Governance Committee to the Board and nominated for election as a Director by the Board at the 2013 Annual Meeting of Shareholders. If Ms. Beach Lin is elected as a Director by our shareholders, the size of the Board will increase to ten members.shareholders. The composition of the Board is intended to reflect an appropriate mix of skill sets, experience and qualifications that are relevant to PolyOne Corporation’s business and governance over time.

In addition to the information presented below regarding each nominee’s specific experience, qualifications, attributes and skills that led our Board to the conclusion that the nominee should serve as a Director, the Board also believes that all of our Director nominees are individuals of substantial accomplishment with demonstrated leadership capabilities. Each of our Director nominees also has the following personal characteristics, which are required attributes for all Board nominees: high ethical standards, integrity, judgment and an ability to devote sufficient time to the affairs of our Company. With the exception of Ms. Beach Lin, each of the nominees is a current member of the Board. The reference below each Director’sFarah Walter’s name to the term of service as a Director includes the period during which the Directorshe served as a Director of The Geon Company (“Geon”) or M.A. Hanna Company (“M.A. Hanna”), each one of our predecessors. The information is current as of March 18, 2013.

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ELECTION OF BOARD OF DIRECTORS

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ELECTION OF BOARD OF DIRECTORS

Richard A. Lorraine

Age: 69

Director Since: 2008

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ELECTION OF BOARD OF DIRECTORS

ELECTION OF BOARD OF DIRECTORS

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ELECTION OF BOARD OF DIRECTORS

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CORPORATE GOVERNANCE AND BOARD MATTERS

CORPORATE GOVERNANCE

Director Independence

Our Corporate Governance Guidelines requireprovide that a substantial majority of the members of our Board of Directorsshould be “independent” under the listing standards of the New York Stock Exchange (“NYSE”).“independent.” To be considered “independent,”independent, the Board, of Directorswith input and a recommendation from the Nominating and Governance Committee, must make an affirmative determinationaffirmatively determine that the Director has no material relationship with us other than as a Director, either directly or indirectly (such as an officer, partner or shareholder of another entity that has a relationship with us or any of our subsidiaries), and that the Directorgiven director is free from any business, family or other relationship that would reasonably be expected to interfere with the exercise of independent judgment as a Director. In each case,Under categorical independence standards adopted by our Board, the Board must determine that a Director is not independent if he or she fails to meet the independence standards under the listing standards of Directors considers all relevant factsthe New York Stock Exchange (“NYSE”).

In addition, our categorical independence standards provide that the following categories of relationships between an outside Director and circumstancesthe Company will be treated as immaterial for purposes of determining a Director’s independence.

Our categorical independence determination.standards and the material relationship considerations set forth above are found within our Corporate Governance Guidelines, which are available on our website at www.polyone.com, under “Corporate Governance” on our investor relations page.

TheOur Board performed its independence review for 2014 earlier this year. In applying the categorical standards set forth above and assessing the materiality of Directorsany relationships, the Board affirmatively determined that Sandra Beach Lin, Dr. Carol A. Cartwright,each of Richard H. Fearon, Gregory J. Goff, Gordon D. Harnett, Sandra B. Lin, Richard A. Lorraine, William H. Powell, Kerry J. Preete, Farah M. Walters and William A. Wulfsohn areis independent and meets the categorical independence standards described above, has no material relationship with the Company other than that J. Douglas Campbellarising solely from the capacity as a Director and, Edward J. Mooney were independent during their tenure onin addition, satisfies the Board underindependence requirements of the NYSE, “independent director” listing standards. In making this determination,including the Board reviewed significant transactions, arrangements or relationships that a Director might have with our customers or suppliers. In making this determination with respectNYSE independence standards applicable to Mr. Fearon, the Board determined that the sales of products by the Company to Eaton Corporation, ofcommittees on which Mr. Fearon serves as an executive officer, did not create a material relationship or impair the independence of Mr. Fearon because Mr. Fearon receives no material direct or indirect benefit fromeach such transactions, which were undertaken in the ordinary course of business. For 2012, the amount paid to PolyOne from sales to Eaton Corporation was less than 0.3% of the Company’s consolidated revenues.director serves.

Lead Director

Our independent Directors meet regularly in executive sessions. Our Corporate Governance Guidelines provide that the independent Directors are to select a Lead Director to preside at executive sessions. The Lead Director acts as the key liaison between the independent Directors and the Chief Executive Officer (“CEO”), and also serves as the key liaison between the independent Directors and Mr. Newlin as Executive Chairman. The Lead Director is responsible for coordinating the activities of the other independent Directors and for performing various other duties as may from time to time be determined by the independent Directors. Mr. Harnett has served as our Lead Director since July 2007. Effective May 14, 2015, Mr. Harnett, who is not standing for re-election pursuant to our Director retirement policy is expected to be replaced by Mr. Fearon as Lead Director.

Board Leadership Structure

Mr. Newlin ishas been the Executive Chairman of our Board of Directorssince May 2014. Mr. Newlin served as Chairman, President and our Chief Executive Officer (“CEO”).of PolyOne from February 2006 until May 2014. Mr. Patterson, also a Director, has been

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CORPORATE GOVERNANCE

President and Chief Executive Officer since May 2014. The Board of Directors believes that this leadership structure is appropriate for our Company given the

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experience and active involvement of our independent Directors, our corporate governance practices and our Lead Director’s role. Having a Lead Director role helps to ensure greater communication between management and the independent Directors, increases the independent Directors’ understanding of management decisions and Company operations and provides an additional layer of independent oversight of the Company.PolyOne. The Board of Directors believes that this approach serves to strike an effective balance between management and independent Director participation in the board process. Combining the Chairman and Chief Executive Officer position gives the Company a clear leader and improves efficiencies in the decision-making process.

Board Attendance

The Board met seven times during 2012, the calendar year being our fiscal year. Each member of our Board attended at least 75% of the meetings held by our Board and the meetings held by the committees of our Board on which such member served during the period for which he served as a Director. Each Director is expected to attend the Annual Meeting of Shareholders. In 2012, all of our Directors serving at that time attended the Annual Meeting of Shareholders.

Committees of the Board of Directors

As of the date of this proxy statement, our Board has nine Directors and the following four committees: the Audit Committee, the Compensation Committee, the Nominating and Governance Committee and the Environmental, Health and Safety Committee.

The following table sets forth the membership of the standing committees of our Board of Directors as of the date of this proxy statement, and the number of times each committee met in 2012. The current function of each committee is described below.

X — Member

* — Chairperson

If Ms. Beach Lin is elected as a Director, she is expected to serve on the Audit Committee and on the Environmental, Health and Safety Committee.

The Audit Committee meets with appropriate financial and legal personnel and independent auditors to review our corporate accounting, internal controls, financial reporting and compliance with legal and regulatory requirements. The Audit Committee exercises oversight of our independent

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auditors, internal auditors and financial management. The Audit Committee appoints the independent auditors to serve as auditors in examining our corporate accounts. Our common shares are listed on the NYSE and are governed by its listing standards. All members of the Audit Committee meet the financial literacy and independence requirements as set forth in the NYSE listing standards. The Board of Directors has determined that Mr. Fearon meets the requirements of an “audit committee financial expert” as defined by the Securities and Exchange Commission (referred to as “SEC”).

The Compensation Committee reviews and approves the compensation, benefits and other benefits afforded our executive officers and other highly-compensated personnel. The Compensation Committee has similar responsibilities with respect to non-employee Directors, except that the Compensation Committee’s actions and determinations are subject to the approval of the Board of Directors. The Compensation Committee also has oversight responsibilities for all of our broad-based compensation and benefit programs and provides policy guidance and oversight on selected human resource policies and practices. To help it perform its responsibilities, the Compensation Committee makes use of PolyOne resources, including members of senior management in our human resources, legal and finance departments. In addition, the Compensation Committee directly engages the resources of Towers Watson (the “Consultant”) as an independent outside compensation consultant to assist the Compensation Committee in assessing the competitiveness and overall appropriateness of our executive compensation programs. In 2012, the Compensation Committee, assisted by the Consultant, analyzed competitive market compensation data relating to salary, annual incentives and long-term incentives. In analyzing competitive market data, the Compensation Committee reviewed data from a peer group of similarly-sized United States chemical companies and reviewed data from the Consultant’s Compensation Data Bank and other published surveys. The Consultant then assisted the Compensation Committee in benchmarking base salaries and annual and long-term incentive targets. More detailed information about the compensation awarded to our executive officers in 2012 is provided in the “Compensation Discussion and Analysis” section of this proxy statement. The Consultant maintains regular contact with the Compensation Committee and interacts with management to gather the data needed to prepare reports for Compensation Committee review.

The Compensation Committee periodically reviews the relationship with the Consultant including the level and quality of services provided, as well as fees for those services. In addition, expenses for other consulting services provided to the Company by the Consultant that are not related to executive compensation are monitored to ensure that executive compensation consultant independence is maintained. The Consultant did not provide us with services in excess of $120,000 that were in addition to the services provided in connection with its advice and recommendations on the amount or form of executive and director compensation.

The Compensation Committee considered all relevant factors, specifically including six consultant independence factors under Rule 10C-1(b)(4)(i) through (vi) under the Securities Exchange Act of 1934, (referred to as the “Exchange Act”) in evaluating the independence of the Consultant. The Compensation Committee reviewed each factor in depth, as well as information provided by the Consultant that related to and was responsive to each factor, which assisted in the assessment. Upon completing this assessment, the Compensation Committee determined that the Consultant serves as an independent advisor and that no “conflicts of interest have been raised by the work performed by the Consultant.”

The Compensation Committee also oversees the process by which the Board annually evaluates the performance of the CEO. All members of the Compensation Committee have been determined to be independent as defined by the NYSE listing standards.

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The Nominating and Governance Committee recommends to the Board of Directors candidates for nomination as Director and advises the Board with respect to governance issues and directorship practices. All members of the Nominating and Governance Committee have been determined to be independent as defined by the NYSE listing standards.

The Nominating and Governance Committee will consider shareholder suggestions for nominees for election to our Board of Directors. A shareholder that wishes to suggest a Director candidate for consideration by the Nominating and Governance Committee should follow the same procedures described for shareholder nominations for Director on page 3. The Nominating and Governance Committee uses a variety of methods for identifying and evaluating nominees for Directors, including third-party search firms, recommendations from current Board members and recommendations from shareholders. Nominees for election to the Board of Directors are selected on the basis of the following criteria:

While neither the Nominating and Governance Committee nor the Board has a formal policy with respect to the consideration of diversity in identifying director nominees, they do consider diversity when evaluating potential Board nominees. We consider diversity to include race, gender and national origin, as well as differences in viewpoint, background, experience and skills. The Nominating and Governance Committee believes that having a diverse Board leads to more innovation, unique thinking and better governance. At the end of 2012, approximately 22% of our Board members were female. If Ms. Beach Lin is elected as a Director along with all other Director nominees presented in this proxy statement, 30% of our Board members will be female. Diversity is a key characteristic that we will consider, and instruct any third-party search firm we use to consider, in searches for future Board members.

The Nominating and Governance Committee also considers such other relevant factors as it deems appropriate, including the current composition of the Board, the balance of management and independent Directors, the need for Audit Committee expertise and the evaluations of other prospective nominees. The Nominating and Governance Committee has established these criteria that any Director nominee, whether suggested by a shareholder or otherwise, should satisfy. A nominee for election to the Board who is suggested by a shareholder will be evaluated by the Nominating and Governance Committee in the same manner as any other nominee for election to the Board. Finally, if the Nominating and Governance Committee determines that a candidate should be nominated for election to the Board, the Nominating and Governance Committee will present its findings and recommendation to the full Board for approval.

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In 2012, the Nominating and Governance Committee used a third-party search firm, Nosal Partners LLC, to identify possible candidates who meet the minimum and desired qualifications, to interview and screen such candidates, to act as a liaison among the Board, the Nominating and Governance Committee and each candidate during the screening and evaluation process, and thereafter to be available for consultation as needed by the Nominating and Governance Committee.

The Environmental, Health and Safety Committee exercises oversight with respect to our environmental, health, safety, security and product stewardship policies and practices and our compliance with related laws and regulations.

The Board of Directors has adopted a written charter for each of the standing committees of the Board of Directors. These charters are posted and available on our website at www.polyone.com under “Corporate Governance” on our investor relations page. The Board and each committee conduct an annual self-evaluation.

Board’s Oversight of Risk

Our Board of Directors oversees a company-wide approach to risk management that is designed to support the achievement of our strategic objectives and improve long-term organizational performance, which we believe will ultimately enhance shareholder value. The Board of Directors believes that risk management is not only understanding the risks we face and what steps management is taking to manage those risks, but also understanding what level of risk is appropriate for us as an organization.

Our Board of Directors administers its risk oversight function directly and through its Audit Committee and Environmental, Health and Safety Committee. The Audit Committee discusses with management our major financial risk exposures and the steps management has taken to monitor and control such exposures, including our risk assessment and risk management policies. The Audit Committee also receives an annual risk assessment report from our internal auditors. The Environmental, Health and Safety Committee periodically reviews with management the significant risks or exposures faced by the CompanyPolyOne relating to safety, health, environmental, security and product stewardship standards and practices. Our Board oversees and monitors these committees in exercising their responsibilities relating to risk. Our Board also provides direct oversight on risk management as it relates to our capital structure, our borrowing and repayment of funds, financial policies, management of foreign exchange risk and other matters of financial risk management, including the utilization of financial derivative products, insurance coverage strategies, banking relationships and other financial matters.

Our Board of Directors sets the appropriate “tone at the top” when it comes to risk tolerance and management by fostering a culture of risk-adjusted decision-making throughout the Company.PolyOne. Our Board ensures that the risk management processes designed and implemented by our management team are adapted to the Board’s corporate strategy and are functioning as directed. The Board of Directors also participates in an ongoing effort to assess and analyze the most likely areas of future risk for the Company by asking our management team to discuss the most likely sources of material future risks and how we are addressing any significant potential vulnerability.

The Board of Directors believes that its leadership structure as discussed on pages 8 and 9, supports the risk oversight function of the Board, of Directors, but that the risk oversight function otherwise has no effect on the Board’s leadership structure.

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Code of Ethics, Code of Conduct and Corporate Governance Guidelines

In accordance with applicable NYSE listing standards and SECSecurities and Exchange (“SEC”) regulations, the Board of Directors has adopted a Code of Ethics, Code of Conduct and Corporate Governance Guidelines. These are also posted and available on our website at www.polyone.com, under “Corporate Governance” on our investor relations page.

Our Corporate Governance Guidelines contain a policy relating to majority voting. Pursuant to the policy, any nominee for election as a Director of the Board who receives a greater number of votes “withheld” from his or her election than votes “for” his or her election in an election of Directors that is not a contested election is expected to tender his or her resignation as a Director to the Board promptly following the certification of the election results. Neither abstentions nor broker non-votes will be deemed to be votes for or withheld from a Director’s election for purposes of the policy, regardless of the rules treating broker non-votes as withheld in uncontested elections of Directors. The Nominating and Governance Committee (without the participation of the affected Director) will consider each resignation tendered under the policy and recommend to the Board whether to accept or reject it. The Board will then take appropriate action on each tendered resignation, taking into account the Nominating and Governance Committee’s recommendation. The Nominating and Governance Committee, in making its recommendation, and the Board, in making its decision, may consider any factors or other information that it considers appropriate, including the reasons (if any) given by shareholders as to why they withheld their votes, the qualifications of the tendering Director and his or her contributions to the Board and to PolyOne, and the results of the

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CORPORATE GOVERNANCE

most recent evaluation of the tendering Director’s performance by the other members of the Board. The Board will promptly disclose its decision whether to accept or reject the Director’s tendered resignation and, if applicable, the reasons for rejecting the tendered resignation.

Communication with Board of Directors

Shareholders and other interested parties who wish to communicate directly with the Board of Directors as a group, the non-management or independent Directors as a group, or with any individual Director may do so by writing to the Secretary, PolyOne Corporation, 33587 Walker Road, Avon Lake, Ohio 44012. The mailing envelope and letter must contain a clear notation indicating that the enclosed letter is either a “Shareholder-Board of Directors Communication” or an “Interested Party-Board of Directors Communication,” as appropriate.

The Secretary will review all such correspondence and regularly forward to the Board of Directors a log and summary of all such correspondence and copies of all correspondence that, in the opinion of the Secretary, deals with the functions of the Board or committees of the Board or that she otherwise determines requires their attention. Directors may at any time review a log of all correspondence we receive that is addressed to members of the Board and request copies of any such correspondence. Concerns relating to accounting, internal controls or auditing matters are immediately brought to the attention of our internal audit department and handled in accordance with procedures established by the Audit Committee for such matters.

Board and Committees

Board Attendance

The Board met six times during 2014, the calendar year being our fiscal year. Each member of our Board attended at least 75% of the meetings held by our Board and the meetings held by the committees of our Board on which such member served during the period for which he or she served as a Director. Each Director is expected to attend the Annual Meeting. In 2014, all of our Directors serving at that time attended the Annual Meeting.

Board Committees

As of the date of this proxy statement, our Board has 11 Directors and the following four committees: Audit, Compensation, Nominating and Governance and Environmental, Health and Safety. Each committee meets periodically throughout the year, reports its actions and recommendations to the Board, receives reports from senior management, annually evaluates its performance and has the authority to retain outside advisors in its discretion. The primary responsibilities of each committee are summarized below and set forth in detail in each committee’s written charter, which is located on our website at www.polyone.com under “Corporate Governance” on our investor relations page.

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CORPORATE GOVERNANCE

The Compensation Committee considered all relevant factors, specifically including six consultant independence factors under Rule 10C-1(b)(4)(i) through (vi) under the Securities Exchange Act of 1934 (referred to as the “Exchange Act”) in assessing the independence of the Consultant. The Compensation Committee reviewed each factor in depth, as well as information provided by the Consultant that related to and was responsive to each factor, which assisted in the assessment. Upon completing this assessment, the Compensation Committee also determined that no “conflicts of interest have been raised by the work performed by the Consultant.”

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CORPORATE GOVERNANCE

While neither the Nominating and Governance Committee nor the Board has a formal policy with respect to the consideration of diversity in identifying Director nominees, they do consider diversity when evaluating potential Board nominees. We consider diversity to include differences in race, gender and national origin, as well as differences in viewpoint, background, experience and skills. The Nominating and Governance Committee believes that having a diverse Board leads to more innovation, unique thinking and better governance. At the end of 2014, approximately 18% of our Board members were female; however, upon the retirement of Mr. Harnett effective May 14, 2015, this percentage will be 20%. Diversity is a key characteristic that we will consider, and instruct any third-party search firm we use to consider, in searches for future Board members.

The Nominating and Governance Committee also considers such other relevant factors as it deems appropriate, including the current composition of the Board, the balance of management and independent Directors, the need for Audit Committee expertise and the evaluations of other prospective nominees. The Nominating and Governance Committee has established these criteria that any Director nominee, whether suggested by a shareholder or otherwise, should satisfy. A nominee for election to the Board who is suggested by a shareholder will be evaluated by the Nominating and Governance Committee in the same manner as any other nominee for election to the Board. Finally, if the Nominating and Governance Committee determines that a candidate should be nominated for election to the Board, the Nominating and Governance Committee will present its findings and recommendation to the full Board for approval.

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CORPORATE GOVERNANCE

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NON-EMPLOYEE DIRECTOR COMPENSATION

2014 NON-EMPLOYEE DIRECTOR COMPENSATION

In 2012,the first half of 2014, we paid our non-employee Directors an annual retainer of $165,000,$185,000 (payable in quarterly installments (inin arrears), consisting of a cash retainer of $75,000$85,000 and an award of $90,000$100,000 in value of fully vested common shares. In 2014, the Compensation Committee analyzed competitive market data provided by the Consultant relating to both the cash retainer and the equity award value. These compensation elements were benchmarked against PolyOne’s peer group as well as other applicable general industries. This analysis demonstrated that the Directors’ compensation was below the median of our peer group. As a result, and effective as of the third quarter of 2014, the Board increased the annual retainer to $200,000 (payable in quarterly installments in arrears) consisting of $90,000 in cash and $110,000 in value of fully vested common shares, to better align the Directors’ cash retainer and equity award value with current market levels.

We pay individual meeting fees only as follows: $2,000 for each

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unscheduled Board and committee meeting attendedattended; and $1,000 for participation in each unscheduled significant telephonic Board and committee meeting. In addition, the Lead Director and chairpersons of the following committees receive the additional fixed annual cash retainers (payable on ain quarterly basisinstallments in arrears) listed below:below, which were not increased in 2014. We reimburse Directors for expenses associated with each meeting attended.

We reimburseNon-employee Directors for their expenses associated with each meeting attended.

Directors who are not our employees may defer payment of all or a portion of their annual cash retainer under our Deferred Compensation Plan for Non-Employee Directors.Directors (“Deferred Compensation Plan”) which was amended and restated effective May 20, 2014. Directors may also elect to have their cash retainer converted into our common shares. These shares, as well as the annual retainer consisting of fully vested common shares, may also be deferred under the Deferred Compensation Plan. In 2012,2014, we awarded shares to Directors under our 2010 Equity and Performance Incentive Plan, which shares may also be deferred under our Deferred Compensation Plan for Non Employee Directors.as well as our Long-Term Incentive Plan, as amended (and as defined herein). Deferred compensation, whether in the form of cash or common shares, is held in trust for the participating Directors. Interest is earned on the cash amounts and dividends, if any, on the deferred common shares accrueaccrued for the benefit of the participating Directors.

20122014 Non-Employee Directors Compensation Table

Name		Fees Earned or Paid in Cash   (a) ($)				Stock Awards   (b) ($)				Total   ($)
C.A. Cartwright			35,467				37,363			72,830
R.H. Fearon			103,500				105,000			208,500
G.J. Goff			93,791				105,000			198,791
G.D. Harnett			123,427				105,000			228,427
S.B. Lin			87,500				105,000			192,500
R.A. Lorraine			87,500				105,000			192,500
W.H. Powell			99,073				105,000			204,073
K.J. Preete			87,500				105,000			192,500
F.M. Walters			87,500				105,000			192,500
W.A. Wulfsohn			87,500				105,000			192,500

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NON-EMPLOYEE DIRECTOR COMPENSATION

Fees Earned or Paid in Cash (column (b)(a))

Non-employee Directors may defer payment of all or a portion of their $75,000$85,000 annual cash retainer (payable on ain quarterly basisinstallments in arrears), which was increased to $90,000 in the third quarter of 2014, as well as meeting and committee chairperson fees.fees into the Deferred Compensation Plan. Fees are prorated based upon time served as a Director or committee chairperson in any applicable quarter.

Stock Awards (column (c)(b))

Our non-employee Directors’ stock compensation consisted of an annual award (payable on ain quarterly basisinstallments in arrears) of $90,000$100,000, which was increased to $110,000 in the third quarter of 2014, in value of fully vested common shares, which the Directors maycould elect to defer. We determined the number of shares to be granted each quarter by dividing the dollar value by the arithmetic

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average of the high and low stock price on the last trading day of each quarter. We used the following quarterly per share fair market values, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”), in calculating the number of shares: March 30, 201231, 2014 — $14.48 (1,553$36.425 (686 shares); June 30, 20122014 — $13.515 (1,664$41.930 (596 shares); September 28, 201230, 2014 — $16.52 (1,361$35.930 (765 shares); and December 31, 20122014 — $20.175 (1,115$38.410 (715 shares). Shares are prorated based upon time served as a Director in any applicable quarter.

Option Awards (column (d))Outstanding and Fully-Vested Deferred Shares

We did not grant stock options to our non-employee Directors in 2012.

The numberAs of December 31, 2014, there were no outstanding stock options held by each non-employee Director at the end of the fiscal year is set forth in the following table. All of these options are fully exercisable. In addition, theDirectors. The number of fully-vested deferred shares held in an account for each Director at the end of the fiscal year is set forth below. Stock option exercises conducted by our Directors in 20122014 are set forth in the next following table below.

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2012 Option Exercises

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BENEFICIAL NON-EMPLOYEE DIRECTOR COMPENSATION

2014 Option Exercises

Name		Number of Shares Acquired on Exercise (#)				Value Realized on Exercise ($)
C.A. Cartwright			—			—
R.H. Fearon			—			—
G.J. Goff			—			—
G.D. Harnett			6,000			173,670
S.B. Lin			—			—
R.A. Lorraine			—			—
W.H. Powell			—			—
K.J. Preete			—			—
F.M. Walters			6,000			181,080
W.A. Wulfsohn			—			—

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OWNERSHIP OF COMMONPOLYONE SHARES

OWNERSHIP OF POLYONE SHARES

Beneficial Ownership of Our Common Shares

The following table shows the number of our common shares beneficially owned on March 1, 20132, 2015 (including shares the individuals have a right to acquire within 60 days of that date) by each of our Directors, and nominees, each of the executive officers named in the 2014 Summary Compensation Table on page 4043 (the “Named Executive Officers”) and by all Directors and executive officers as a group.

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(3)	Includes shares the individuals have a right to acquire upon the exercise of options on or before April 30, 2013.
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OWNERSHIP OF POLYONE SHARES

The following table shows information relating to all persons who, as of March 1, 2013,2, 2015, were known by us to beneficially own more than five percent of our outstanding common shares based on information provided in Schedule 13Gs and 13Ds filed with the SEC:

Stock Ownership Guidelines for Non-Employee Directors

The purpose of our stock ownership guidelines (referred to as the “Guidelines”) is to better align our Directors’ financial interests with those of our shareholders by requiring themour Directors to own a minimum level of our shares. In December 2012, we amended our Guidelines to more accurately reflect the market median multiple of retainer. This change was necessary due to significant stock price appreciation that had occurred since the prior adoption of the Guidelines. In order to reflect the Board’s commitment to share ownership, and align the interests of our Board members with our shareholders, the required share ownership level for non-employee Directors is a minimum of 22,00012,500 shares.

The Directors are expected to make continuing progress towards compliance with the Guidelines and to comply fully within five years of becoming subject to the Guidelines. For purposes of our Guidelines, the following types of share ownership and equity awards are included as shares owned: shares directly held,held; shares and phantom shares held in our retirement plans and deferral plansplans; and restricted stock units. As of the date of this proxy statement, all Directors are either meeting, or are on track to meet, the Guidelines. All Directors are required to retain 100% of all shares obtained through us, as compensation for services provided to us, with such percentage to be calculated after any reduction in the number of shares to be delivered as a result of any taxes and exercise costs relating to the shares (if

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applicable). This requirement to retain 100% of all shares obtained from us ceases once the Director has met the Guidelines, as long as the Guidelines continue to be met. These policies, as they relate to our Named Executive Officers, are discussedset forth in the “Compensation Discussion and Analysis”“Other Aspects of Our Compensation Programs” section of this proxy statement.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires that certain of our officers, our Directors and persons who own more than 10% of a registered class of our equity securities file reports of ownership and changes in ownership with the SEC. These officers, Directors and greater than 10% shareholders are required by SEC rules to furnish us with copies of all forms they file. Based solely on our review of the copies of such forms received by us and written representation from certain reporting persons, we believe that, during 20122014 and until the date of this proxy statement, all Section 16(a) filing requirements applicable to those officers, Directors and 10% shareholders were satisfied, except that a miscommunication regarding the timing of stock sales over a several day period led to the late filing of a Form 4 to report one transaction for William H. Powell and a misunderstanding regarding how to report transactions made with respect to a Grantor Retained Annuity Trust led to a late filing of a Form 4 to report one transaction for J. Douglas Campbell.satisfied.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Introduction

This Compensation Discussion and Analysis (“CD&A”) describes the principles underlying our executive compensation policies as well as our most important executive compensation decisions and practices for 2012. The following disclosure also gives context for the data we present in the compensation tables below and the narratives that accompany the compensation tables.

The following six individuals are our Named Executive Officers for 2012, as that term is defined by the SEC:

Name		Title23

ADVISORY VOTE

PROPOSAL 2 — ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

As required under the Dodd-Frank Wall Street Reform and Consumer Protection Act and Section 14A of the Exchange Act, our Board is submitting a “Say on Pay” proposal for shareholder consideration. While the vote on Named Executive Officer compensation is non-binding and solely advisory in nature, our Board and the Compensation Committee will review the voting results. If there are a significant number of negative votes, we will seek to understand the concerns that influenced the vote and expect to address them in making future decisions about our executive compensation programs.

Currently, advisory “Say on Pay” votes are scheduled to be held once every year. The next advisory vote on Named Executive Officer compensation is expected to occur at our 2016 Annual Meeting.

As described more fully in the “Compensation Discussion and Analysis” section of this proxy statement, the Compensation Committee of our Board has structured our executive compensation program to achieve the following key objectives:

We urge shareholders to read the “Compensation Discussion and Analysis” section of this proxy statement, which describes in more detail how our executive compensation policies and procedures operate and are designed to achieve our compensation objectives. We also encourage you to review the 2014 Summary Compensation Table and other related compensation tables and narratives in the “Executive Compensation” section of this proxy statement, which provide detailed information regarding the compensation of our Named Executive Officers. The Board and the Compensation Committee believe that the policies and procedures described and explained in the “Compensation Discussion and Analysis” section of this proxy statement are effective in achieving our business goals and the compensation of our Named Executive Officers reported in the “Executive Compensation” section of this proxy statement has supported and contributed to the Company‘s recent and long-term success.

We believe you should vote “FOR” our Named Executive Officer compensation program and approve the following resolution because the compensation actually earned by our Named Executive Officers for our 2014 performance was aligned with both our pay-for-performance objectives, our Company’s performance and shareholder interests.

“RESOLVED, that the compensation paid to PolyOne’s Named Executive Officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.”

Kenneth M. Smith		Senior Vice President and Chief Information and Human Resources Officer
Thomas J. Kedrowski		Executive Vice President, Global Operations and Process Improvement24

COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

This section highlights significant Compensation Committee and Company actions that occurred in 2014. In addition, it illustrates the relationship between our Named Executive Officers’ compensation and how we measure Company performance.

Leadership Transition.On May 15, 2014, Mr. Newlin retired as President and Chief Executive Officer and became Executive Chairman. Mr. Patterson became our President and Chief Executive Officer as of Mr. Newlin’s retirement. Mr. Patterson served as Executive Vice President and Chief Operating Officer of PolyOne from March 2012 until May 2014, as Executive Vice President and Chief Financial Officer from January 2011 until March 2012, and as Senior Vice President and Chief Financial Officer from May 2008 until January 2011. In connection with the leadership transition and Mr. Patteron’s promotion to CEO, the Compensation Committee revised his compensation package as described in the “Other Aspects of Our Compensation Programs” section of this proxy statement. In addition, Mr. Patterson was granted 100,000 performance shares as described in the “What We Pay and Why:

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COMPENSATION DISCUSSION AND ANALYSIS

Elements of Compensation” section of this proxy statement, and as set forth in the 2014 Grants of Plan-Based Awards table of this proxy statement.

Also in connection with the leadership transition, the Company and Mr. Newlin executed a letter agreement (the “Letter Agreement”) that modified Mr. Newlin’s existing employment agreement. The terms of the Letter Agreement revised Mr. Newlin’s compensation and benefits package and modified his outstanding long-term incentive awards. These revisions and modifications are described in the “Other Aspects of Our Compensation Programs” and “Potential Payments Upon Termination or Change of Control” sections of this proxy statement.

In addition, Mr. Smith retired from his position as Senior Vice President and Chief Information and Human Resources Officer on June 6, 2014. The compensation and benefits that he received as a result of his retirement are described in the “Potential Payments Upon Termination or Change of Control” section of this proxy statement.

Finally, Mr. Kedrowski separated from service as Executive Vice President, Global Operations and Process Improvement on September 5, 2014. The compensation and benefits that he received as a result of his separation from service are described in the “Potential Payments Upon Termination or Change of Control” section of this proxy statement.

How Pay is Tied to Company Performance.Our compensation programs are designed to: (1) attract and retain talented executives; (2) reward employees for generating consistent improvement in Company performance; (2) attract and retain talented executives; and (3) align compensation with the long-term interests of our shareholders;shareholders with the ultimate goal of improving long-term shareholder value. We also believe that as an employee’s level of responsibility and performance increase, so should the proportion of performance-based compensation. As a result, and as described in greater detail throughout the CD&A, our executive compensation, programsboth pay opportunities and practices are appropriately aligned withpay actually earned, should be tied to Company performance, which we view in two primary ways:

How our Named Executive Officers’ paycompensation programs contribute to sustained business performance over a multi-year period without encouraging excessive risk-taking.our Company’s success is described below.

2012 Business Highlights

In 2012,Key 2014 Company Performance Results.⁽¹⁾ PolyOne delivered strong operating results. Although 2012 wasperformance results in 2014. The Compensation Committee believes that Mr. Patterson and our other Named Executive Officers have performed extremely well in a challenging global environment and that their compensation is commensurate with this performance. The chart below sets forth key Company results over the previous calendar year for both the domestic(dollar amounts below are in millions, except per share amounts).

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COMPENSATION DISCUSSION AND ANALYSIS

In addition, we have achieved twenty-one consecutive quarters of strong double-digit adjusted earnings per share growth. Since our transformation began in 2006, our earnings per share has grown at a compounded annual growth rate of 40%. We attained a record-level 2014 year-end adjusted earnings per share of $1.80. Our stock price has also increased 204% from 2010 to 2014.

Return to Shareholders. Delivering twenty-one consecutive quarters of strong double-digit adjusted earnings per share expansion along with regularly establishing new, record levels of profit and global economies, as a resultprofitability have created shareholder value in excess of the leadership of our Board of Directors and executive officers, and the dedication and hard work of our employees, we continued our trend of improving financial performance. During 2012, our significantoverall market. These accomplishments included:

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All of this was made possiblewere driven by our aggressive goal setting and our relentless efforts to execute our well-defined four pillar strategy of specialization, globalization, commercial excellence and operational excellence.

2014 Financial Results Under Incentive Plans and Pay-for-Performance. Compensation awarded to our Named Executive Officers for 2014 reflected PolyOne’s strong financial results, which is in line with our compensation program’s emphasis on pay-for-performance.

We are pleased with theour accomplishments in 2012, which strengthen our position2014, and continue our progress on executing this strategy. Our setting of well-defined, strategic goals and our pursuit of achievement of these goals is working, and we believe we are well-positioned to continue our transformation into a high performing global specialty company.

We believe our executive compensation programs described belowin this Compensation Discussion and Analysis and in the accompanying tables played a vital role in driving the strong financial results noted above, and appropriately align pay and performance.

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COMPENSATION DISCUSSION AND ANALYSIS

Listening to Shareholders. At the beginning of 2012,2014 Annual Meeting, we set goals forheld our fourth annual incentive plan that drove the 2012 increases in Adjusted Operating Income noted above, as well as our impressive Working Capital as a Percentage of Sales results. Due to these outstanding performance results for 2012, our Named Executive Officers (except Mr. Rosenau) earned 187.4% of their target 2012 Annual Plan opportunities basedadvisory vote on surpassing our target performance goal. Mr. Rosenau is the only Named Executive Officer with responsibility for business unit specificcompensation. 87% of the votes cast were in favor of this advisory proposal. The Compensation Committee considered the voting results and his Annual Plan opportunity and goal attainmentviewed them as continued support of 200% is based directly on his business unit’s performance against specific performance goals set for 2012.

Our 2010 long-term performance unit award hadour executive compensation programs. As a one-year performance period (ending on December 31, 2010) based upon Working Capital as a Percentageresult, the Compensation Committee made no material changes in the structure of Sales. By achieving a 2010 Working Capital as a Percentage of Sales result of 9.6%, in 2012, we paid out cash-settled performance units originally granted in 2010our compensation programs or pay-for-performance philosophy based on attainment of 200% of target level performance.

In 2011,the voting results for the proposal. At the 2015 Annual Meeting, we changedwill again hold an advisory vote to approve the performance measure for our long-term performance unit awards from Working Capital as a Percentage of Sales to Adjusted Earnings Per Share in order to drive improvements in shareholder value, and moved to a three-year performance period. In 2012, we maintained Adjusted Earnings Per Share as the performance measure for our cash settled performance units, as well as a three-year performance period. OurNamed Executive Officer compensation. The Compensation Committee believed that these goals would position us for continued growth. Achieving these measures will allow usexpects to fund operating expensesconsider the results from this year’s and pursue acquisition opportunities that we believe will further strengthen our earnings potential and growth. Even with the difficult global economy in 2012, we were able to achieve our pre-set goals and reward our employees for achieving those goals.future advisory votes on Named Executive Officer compensation.

We believe the 2012 incentive plan design worked to fully link pay with performance and to drive a stock price increase of 77%, bringing significant value to our shareholders.

Note: Adjusted Earnings Per Share and Adjusted Operating Income for consolidated PolyOne differ from what is reported under United States generally accepted accounting principles (“GAAP”). See Appendix A for a reconciliation of non-GAAP financial measures to our results as reported under GAAP.

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Executive Compensation Practices and Programs

Programs.The executive compensation practices and programs described below and in the accompanying tables played a vital role in driving strong financial results and aligning pay with performance for 2014 and are designedintended to attract and retain a highly experienced, successful team to manage our Company.PolyOne. Our practices and programs are directly linked to our key business objectives and are designed to create value for our shareholders.

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2014 Pay-for-Performance Analysis

Analysis.As described more fully below, we believe that the majority of each Named Executive Officer’s compensation should be linked directly to our performance and the creation of shareholder value. The following chart compares cumulative total shareholder return (“TSR”)TSR on our common shares against the cumulative total return of the S&P 500 Index and the S&P Mid Cap Chemicals Index for the five-year period December 31, 20072009 to December 31, 2012,2014, assuming in each case a fixed investment of $100 and reinvestment of all dividends. Starting in 2009,2010, our performance has exceeded the S&P 500 Index as well as the S&P Mid Cap Chemicals Index.

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COMPENSATION DISCUSSION AND ANALYSIS

We believe that the returns to shareholders shown in the graph above graph indicate that our pay-for-performance philosophy, compensation plan design and selected metricsperformance measures are working, and have resulted in performance that has provided increased value to our shareholders over both the short and long-term.

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We also believe that the compensation of our Named Executive Officers has been commensurate with our performance results. The following graph providesCompany has been highly effective at driving margin growth in the transformation of PolyOne to a historical perspective comparing our CEO’s earned compensationhigh performing global specialty company. By refocusing the sales force on value and profits versus volumes, and emphasizing specialty businesses versus those more commodity in nature, Mr. Patterson and our performance to the pay-for-performance of our peer group from 2009-2011 (data and timing limitations prohibit us from providing a 2012 analysis at this time). Our CEO’s earned compensation has been aligned with our recent performance, with his earned compensation approximating the 75th percentile of our peers while our performance as defined below, was in the 100th percentile.senior management team have driven substantial earnings growth.

For purposes of this graph, pay is defined as the three-year (2009-2011) sum of base salary, earned annual incentives, the value of stock upon vesting, the value of option/SAR exercises, and earned long-term cash incentives. Three-year performance is based on three-year TSR (2009 – 2011). The peers used in this chart are the same as those listed on page 26 of this proxy statement, except for Ecolab, Inc., which was added to our peer group in December, 2012, and is not reflected in this graph.

Listening to Shareholders and Implementing Shareholder-Friendly Pay Practices

At the 2012 Annual Meeting of Shareholders, we held our second advisory vote on Named Executive Officer compensation. Over 96% of the votes cast were in favor of this advisory proposal. We considered this favorable outcome and believe it conveyed our shareholder’s strong support for the Compensation Committee’s decisions and the existing executive compensation programs and practices. As a result, the Compensation Committee made no material changes in the structure of our compensation programs or pay-for-performance philosophy based on the voting results for the proposal. At the 2013 Annual Meeting of Shareholders, we will again hold an advisory vote to approve the Named Executive Officer compensation. The Compensation Committee will continue to consider the results from this year’s and future advisory votes on Named Executive Officer compensation.

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Compensation Philosophy and Objectives

Our executive compensation programs pay for and reward our officers’ performance, are specifically linked to our achievement of strategic operating and financial goals, and are designed to be competitive in the marketplace. Our executives are rewarded for performance that meets or exceeds our strategic goals, without encouraging excessive risk-taking that could have a detrimental impact on our long-term results and the interests of our shareholders. We believe the design of our compensation plans and the relative mix of compensation elements successfully motivate our executives to improve our overall corporate performance and the profitability of the specific business unit(s) for which they are responsible, thus maximizing shareholder value. The main objectives of our executive compensation programs are to:

Setting 2012 Executive

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COMPENSATION DISCUSSION AND ANALYSIS

Compensation Levels

Compensation Consultant

Consultant.Our executive compensation programs are approved and overseen by the Compensation Committee, which is composed entirely of independent Directors. For 2012, theThe Compensation Committee retained an independent compensation consultant, Towers Watson (also referred to as the “Consultant”),Consultant in 2014 to assist the Compensation Committee inwith assessing the competitiveness and overall appropriateness of our executive compensation programs. The Compensation Committee worked in conjunction with the Consultant and withconsidered input from members of senior management.management to help ensure that our executives, including our Named Executive Officers, receive market competitive compensation programs that reward business results.

As described below, the Consultant (1) assisted the Compensation Committee by (1) benchmarking compensation and aligningso we could align base salaries, and annual incentive targets and long-term incentive targets consistent with our competitive market pay philosophy discussed below, (2) providedproviding guidance on incentive plan design, (3) monitoredmonitoring and communicatedcommunicating trends in executive compensation to the Compensation Committee, trends in executive compensation,(4) assisting with our proxy statement disclosures and (4) reviewed and provided guidance on the competitive market data on stock ownership guidelines.(5) assessing our Board’s compensation.

Competitive Market Pay Information and Benchmarking

Benchmarking.We designed our compensation programs to be competitive with companies of comparable size and industry with whom we compete for executive talent. We analyze competitive market compensation data annually relating to salary, annual incentives and long-term incentives annually.incentives. The Compensation Committee generally manages individual components of compensation and initially targets total direct compensation relative to the median (50th percentile) of the competitive market data. However, the Compensation Committee considers other factors consisting ofas well, such as the responsibilities, performance, contributions and experience of each Named Executive Officer and compensation in relation to other employees to determine final total compensation amounts. As a result, we do not set total direct compensation or the component parts at levels to achieve a mathematically precise market position. For 2012,2014, Mr. Newlin’sPatterson’s compensation was set abovebelow the market median, which is aligned

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with Company performance.the Compensation Committee’s intention to move Mr. Patterson’s pay toward the market median as he gains experience as CEO. We also periodically analyze competitive compensation market compensation data relating to retirement benefits and other benefits. The Compensation Committee obtains advice and recommendations from the Consultant in these and other areas of total compensation.

In analyzing competitive market data for the purpose of determining the market median for 2012,2014, we drew from three independent sources. We first reviewed proxy statement disclosures of a peer group of similarly-sized United States chemical companies to establish an estimate of market compensation for our senior executives. This approach provided insight into specific practices at business competitors or companies facing similar operating challenges.

In recent years we refinedWe annually evaluate the composition of our compensation peer group, to reflect our progress toward becoming a global specialty company. In 2012, we evaluated our current peers and other potential peers, giving specific consideration to the following factors:

company size, global presence, and specialty chemical focus. We also lookedlook at the frequency with which these companies were used as peers by other companies in our industry and which companies had identified PolyOne as a peer, and whether each potential peer company had a global presence and a specialty chemical focus. In addition, we considered whether each company was in the same Standard Industrial Classification code as PolyOne and whether we compete with them for talent.peer. Each of the companies recommended forconstituting our peer group met a majority of the primary criteria that were established. Based on this review, we determined that the following companies were removed due to corporate acquisitions: Lubrizol Corporation was removed due to its acquisition by Berkshire Hathaway in 2011; Solutia, Inc. was acquired by Eastman Chemical Company in 2012; Arch Chemicals, Inc. was acquired by Lonza Group Ltd in 2011; and Nalco Holding Company acquired by Ecolab, Inc. in 2011. Effective January 2013, Georgia Gulf Corporation merged with PPG Industries to form Axiall Corporation, which we will evaluate in 2013 for continued inclusion in our peer group. In addition, we included Ecolab, Inc. in ourexisting compensation peer group as this company is frequently cited as a premier specialty chemical company, is often usedwas appropriate for comparison purposes by investors2014 and others, and is a company with which we compete for resources. As a result, PolyOne’s new peerthus remained unchanged from the previous year. The group consists of the following 1618 companies:

COMPENSATION DISCUSSION AND ANALYSIS

Summary financial and operating statistics for our 2014 peer group is summarized below:

The second and third independent sources of data that we used to augment the peer proxy analysis and provide a better sense of market practices was anthe Consultant’s analysis performed by the Consultant of competitive market data relating to (1) the broader chemical industry and (2) other applicable general industries using the following surveys: Thethe Consultant’s Executive Compensation Database,executive compensation database; the Consultant’s Top Management Compensation Survey and Mercer’s Executive Compensation Survey. To obtain

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comparability based on company size, the Consultant’s analysis either referenced a specific sample of comparably-sized companies or calibrated the pay of a broad sample of companies against company size. The specific identity ofPolyOne did not select the companies inthat comprise any of these surveys was not material to our usesurvey groups.

Review of the comparability data based on this process used by the Consultant.

Review of2014 Named Executive Officer Compensation

Compensation.Management and the Compensation Committee annually review the specific pay disclosures of our peer group and the broad-based survey data provided by the Consultant. Management uses this data to develop recommendations for the Compensation Committee’s review regarding eligibility and award opportunities as well as performance measures and goals for the plan periodsour long-term and short-term incentive plans commencing in the following year. The Compensation Committee discusses andalso considers this information when making compensation decisions and aligning each of the pay elements with our compensation objectives and relative market practices.

The Compensation Committee and management annually review and consider tally sheets, which are developed by our Human Resources department to determine the reasonableness ofprovide greater context for the compensation of our Named Executive Officers. The tally sheets provide information regarding each Named Executive Officer’s base salary, annual incentives, and long-term incentives, other benefits, retirement benefits and wealth accumulation.incentives.

Annually, the CEO recommends, for the Compensation Committee’s review and approval, specific base salary and incentive target incentiveopportunity adjustments for each of the other Named Executive Officers.Officers, if an adjustment is warranted. The CEO makes his recommendations in conjunction with the marketplace data and input provided by the Consultant.data. He diddoes not participate in any discussions with the Compensation Committee involving his own compensation. With guidance from the Consultant regarding market pay levels and based on a rigorous review of 20112013 performance and our compensation philosophy, the Compensation Committee determined the appropriate pay levels for Mr. Patterson for 2014, taking into account his recent promotion to the CEO for 2012.position of Chief Executive Officer.

What We Pay Mixand Why: Elements of Compensation

Our executive compensation programs are also designed to recognize an executive’s scope of responsibilities, leadership ability and effectiveness in achieving key performance goals and objectives. As an executive’s level of responsibility within PolyOne increases, so does the percentage of total compensation of our Named Executive Officers that is linked to performance in the form of variable compensation. Thus, the majority of the total direct compensation is performance-based and not guaranteed. We also provide various retirement and benefit programs and modest, business-related benefits. The chart below provides a picture of all elements of the total direct compensation provided to our Named Executive Officers (referred to as NEOs). Detailed information follows the chart below.

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We provide three elements of direct compensation that are discussed in detail below: base salary, annual incentive and long-term incentive compensation. The following table summarizes the allocation of the compensation opportunity at target, or “pay mix,” that was granted in 2012 to the Named Executive Officers, based upon the primary elements of compensation. Both the annual incentive and long-term incentive opportunity represent the variable compensation portion of each Named Executive Officer’s total compensation opportunity, consistent with our overall pay-for-performance philosophy.

Analysis of 2012 Compensation Decisions and Actions

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COMPENSATION DISCUSSION AND ANALYSIS

Base Salary

We pay base salaries to attract talented executives and to provide a fixed base of cash compensation.Salary. Base salaries for theour Named Executive Officers were individually determined by the Compensation Committee after consideration of:

There are three situations that may warrant an adjustment to base salary:

Annual Merit Increase. All employees’ base salaries are reviewed annually for possible merit increases taking into account the above listed factors, but merit increases are not automatic or guaranteed. In recognitionBreadth, scope and complexity of the significant role Mr. Newlin continues to playexecutive’s role;

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base salary is appropriate in order to fairly compensate and retain Mr. Newlin. The Compensation Committee also increased the annual base salaries of each of the other Named Executive Officers by three percent (excluding Mr. Patterson) in accordance with market

The Compensation Committee made the following decisions related to base salaries for our Named Executive Officers in 2014: Mr. Patterson’s base salary was increased to $800,000 (a 45% increase from his 2013 salary of $551,000 due to a merit increase and his promotion to CEO); Mr. Newlin’s base salary remained at $1,050,000 (the same as outlinedhis salary in 2013); Mr. Richardson’s base salary was increased to $540,000 (a 4% merit increase from his 2013 salary of $520,000); Mr. Van Hulle’s base salary was increased to $435,000 (a 4% merit increase from his 2013 salary of $420,000); Ms. McAlindon’s base salary was increased to $315,000 (a 5% merit increase from her 2013 salary of $300,000); Mr. Kahler’s base salary was increased to $352,260 (a 3% merit increase from his 2013 salary of $342,000); and neither Mr. Kedrowski or Mr. Smith received a salary increase in 2014 and their salaries in 2014 were $400,000 and $380,000, respectively.

The amounts listed above were base salaries in effect on December 31 of each applicable year. For Messrs. Patterson, Richardson, Van Hulle and Kahler, and for Ms. McAlindon, actual salary received as shown in the below table.

Promotion or Change in Role. Base salary may be increased to recognize additional responsibilities resulting from a change in an employee’s role or a promotion to a new position however, increases are not guaranteed. In March 2012, Mr. Patterson2014 Summary Compensation Table of this proxy statement was promoted to Executive Vice President and Chief Operating Officer, takingprorated based on responsibility for all four business segments at PolyOne, and providing strategic direction across all areas of the Company. To ensure his base salary would be aligned withrates in effect before and after the changes. Based on the competitive market data provided by the Consultant, we determined that the 2014 salaries of the Named Executive Officers were within a range of 13% above to 20% below the 2014 market medians for similarcomparable positions the(Mr. Smith was excluded from this analysis due to his retirement). The Compensation Committee approveddoes not target a specific percentile or data point in assessing pay competitiveness. Individual opportunities varied based on length of time with PolyOne, individual performance and level of leadership

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COMPENSATION DISCUSSION AND ANALYSIS

responsibility within the Company. This strategy is consistent with our competitive market pay philosophy discussed in the “Executive Compensation Philosophy and Objectives” section of this proxy statement.

Annual Incentive.We pay an eight percent increaseannual incentive in accordance with our Annual Plan to his annual base salary, to recognize his increased responsibilities.

Market Adjustment. A market adjustment may be awarded to an individual who is performing successfully when we recognize a significant gap between the market data and the individual’s base salary. No(1) reward our Named Executive Officer received a market adjustment in 2012.

Officers for achieving specific performance objectives that would advance our profitability; (2) drive key business results; and (3) recognize individuals based on their contributions to those results. The below table lists the 2012 base salariesNamed Executive Officers’ 2014 individual annual incentive opportunities that were approved by the Compensation Committee and as in effect as of December 31, 2014 are: Mr. Patterson – 100% (a 30% increase from the 2013 annual incentive opportunity of 70%); Mr. Newlin – 110% (no increase from 2013); Mr. Richardson – 65% (no increase from 2013); Messrs. Van Hulle, Kahler, Kedrowski and Smith – 55% (no increase from 2013); and Ms. McAlindon – 55% (a 5% market increase from 2013). Mr. Patterson’s annual incentive target opportunity was increased effective May 2014, reflecting relevant market annual incentive target opportunities for CEOs and Mr. Patterson’s tenure in the Named Executive Officers.position. We expect Mr. Patterson’s target opportunity to increase over time as he gains experience in his role, consistent with target annual incentive opportunities for comparably positioned CEOs.