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 Registrantþ

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))

þ Definitive Proxy Statement

¨ Definitive Additional Materials

¨ Soliciting Material Pursuant to Rule 14a-12

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):

þ No fee required.

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

		(3)		Filing Party:
		(4)		Date Filed:

NOTICE OF 20142016

ANNUAL MEETING OF SHAREHOLDERS

AND PROXY STATEMENT

PolyOne Corporation

TABLE OF CONTENTS

MESSAGE FROM OUR CEO

April 3, 20141, 2016

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 Thursday, May 15, 2014,12, 2016, at PolyOne Corporation’s corporate headquarters located at PolyOne Center, 33587 Walker Road, Avon Lake, Ohio 44012.

A Notice of the 2016 Annual Meeting of Shareholders, a proxy summary and the Proxy Statement 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,

Please refer to the accompanying materials for voting instructions.

NOTICE OF 2014

ANNUAL MEETING OF SHAREHOLDERS

Time and Date:		9:00 a.m. Eastern Standard Time, May 15, 2014
Location:		PolyOne Center, 33587 Walker Road, Avon Lake, Ohio 44012i

April 3, 2014

The Annual Meeting of Shareholders of PolyOne Corporation will be held at PolyOne Corporation’s corporate headquarters located at NOTICE OF 2016 ANNUAL MEETING OF SHAREHOLDERS

Thursday, May 12, 2016

9:00 a.m. Eastern Standard Time

PolyOne Center, 33587 Walker Road, Avon Lake, Ohio 44012 at 9:00 a.m. on Thursday, May 15, 2014.

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 meetingAnnual Meeting are to:

You are eligible to vote if you were a shareholderThe Board set March 15, 2016 as the record date for the Annual Meeting and owners of record atof shares of common stock of PolyOne as of the close of business on March 18, 2014. that date are eligible to:

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

Important Notice Regarding the Availability of Proxy Materials

for the Annual Meeting of Shareholders to be held on May 15, 2014:

The proxy statement, proxy card and annual report to shareholders for the fiscal year ended December 31, 2013 are available at our internet website, www.polyone.com, on the “Investors Relations” page.

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PROXY STATEMENT SUMMARY

Proxy Statement SummaryPROXY 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.

PolyOne 2014VOTING 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 12, 2016 Eastern Standard Time at PolyOne Center, 33587 Walker Road, Avon Lake, Ohio 44012. Follow the instructions below to cast your vote on all of Shareholdersthe voting matters.

We are mailing this proxy statement and the enclosed proxy card and, if applicable, the voting instruction card, to shareholders on or about April 1, 2016. Our telephone number is (440) 930-1000.

Who is Eligible to Vote

Voting.  Shareholders asYou are entitled to vote if you were a shareholder of record at the close of business on March 15, 2016, the record date March 18, 2014, are entitled to vote.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.proxyvote.com to vote your proxyOVER THE INTERNET until 11:59 p.m. (CT) on May 11, 2016. call 1-800-690-6903 to vote your proxyBY TELEPHONE until 11:59 p.m. (CT) on May 11, 2016. sign, date and return your proxy card/voting instruction form to voteBY MAIL. 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 by:
INTERNET - www.proxypush.com/pol Use the Internet to vote until 11:59 p.m. (CT) on May 14, 2014.		PHONE - 1-866-883-3382 Use a touch-tone telephone to vote your proxy until 11:59 p.m. (CT) on May 14, 2014.		MAIL - Mailing your signed proxy or voting instruction form.
If your shares are held in street name, please follow the instruction provided by your bank or broker to cast your vote.

Meeting AgendaAttending and Voting Recommendations:at the Annual Meeting

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PROXY STATEMENT SUMMARY

Summary of Board of Directors Nominees

The following table provides summary information as of the date of this proxy statement about each Board of Directors nominee. Detailed information regarding each nominee is found under Proposal 1 – Election of Board of Directors beginning on page 2 of this proxy statement.

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PROXY STATEMENT SUMMARY

2013 Performance Highlights

The Board believes that Mr. Newlin and the other Named Executive Officers (as that term is defined in this proxy statement) have performed well in a challenging global environment, and that their compensation is commensurate with this performance.

Financial Performance.  In a year marked by continued uncertainty in the global economy, PolyOne Corporation (“PolyOne” or “Company”) delivered strong operating income and revenue growth, and realized further gains from our specialty platform, which accounts for a significant portion of our Company adjusted operating income. We will work to continue this growth trend as we focus on more specialty end-uses in markets such as automotive, consumer, packaging and healthcare. Additional 2013 Company financial performance highlights included:

PROXY SUMMARY

Company Operating Performance

PolyOne delivered earnings growth in 2015 of 9%, despite a number of global economic headwinds. This growth was driven by record-setting performances by our established specialty businesses, Color, Additives & Inks and Engineered Materials. We will work to accelerate this growth through the relentless pursuit of our proven four-pillar strategy. Additional 2015 Company financial performance highlights include⁽¹⁾:

Our Company has delivered 25 consecutive quarters of strong Adjusted Earnings Per Share growth.

Adjusted Earnings Per Share Growth

Share Appreciation

Our Company has delivered a positive return to shareholders over time that significantly outperforms our peer group, as reflected below.

Milestone achievement of 17 consecutive quarters of strong double-digit adjusted earnings per share growth, with compounded annual earnings per share percentage growth rate of 25% over this period		2

Note: Adjusted earnings per share

PROXY SUMMARY

Impact of Our Performance on Named Executive Officer 2015 Compensation

Our 2015 compensation results continue to reflect our objective pay-for-performance philosophy of aligning executive compensation directly with our financial performance.

Annual Incentive Plan

We set aggressive goals for each of our performance measures in our 2015 annual cash incentive program (the “2015 Annual Incentive Program”) under the PolyOne Corporation Senior Executive Annual Incentive Plan, as amended and adjusted operating incomerestated (the “Annual Plan”). Our operational performance in 2015 resulted in the executive officers named in the 2015 Summary Compensation Table of this proxy statement (the “Named Executive Officers”) earning a below target payout under the 2015 Annual Incentive Program as noted below.

Mr. Patterson’s and Mr. Richardson’s Annual Plan opportunities are based on consolidated results. Total attainment for consolidated PolyOne differ from what is reported under United States generally accepted accounting principles (“GAAP”the 2015 Annual Incentive Program was 44.9%, with the components consisting of: (1) 50% based on consolidated Adjusted Operating Income attainment of 0% (2015 attainment of $322.3 million measured against a target of $367.9 million); (2) 25% based on Working Capital as a Percentage of Sales attainment of 179.7% (2015 attainment of 9.7% measured against a target of 10%); and (3) 25% based on Revenue attainment of 0% (2015 attainment of $3,376.5 million measured against a target of $3,933.0 million).

Mr. Van Hulle and Mr. Nikrant have responsibility for business unit-specific results and while their performance goals based on Adjusted Operating Income are weighted 50% overall, their opportunities are based two-thirds on business unit-specific results and one-third on consolidated PolyOne Adjusted Operating Income results. For Mr. Van Hulle, whose 2015 results were based on the Color, Additives and Inks Plan, total attainment was 80.0%, with the components consisting of: (1) 33.3% based on business unit Adjusted Operating Income attainment of 90.1% (2015 attainment of $139.6 million measured against a target of $142.7 million); (2) 16.7% based on consolidated Adjusted Operating Income attainment of 0% (2015 attainment of $322.3 million measured against a target of $367.9 million); (3) 25.0% based on Working Capital as Percentage of Sales attainment of 200.0% (2015 attainment of 9.5% measured against a target of 10.1%); and (4) 25.0% based on Revenue attainment of 0% (2015 attainment of $842.2 million measured against a target of $906.6 million). See Appendix AFor Mr. Nikrant, whose 2015 results were based on the Specialty Engineered Materials Plan, total attainment was 70.1%, with the components consisting of: (1) 33.3% based on business unit Adjusted Operating Income attainment of 61.4% (2015 attainment of $80.8 million measured against a target of $88.8 million); (2) 16.7% based on consolidated Adjusted Operating Income attainment of 0% (2015 attainment of $322.3 million measured against a target of $367.9 million); (3) 25.0% based on Working Capital as Percentage of Sales attainment of 198.7% (2015 attainment of 9.2% measured against a target of 9.6%); and (4) 25.0% based on Revenue attainment of 0% (2015 attainment of $556.8 million measured against a target of $605.5 million).

Mr. Newlin was not eligible for a reconciliationpayout under the 2015 Annual Incentive Program per the terms of non-GAAP financial measures to our results as reportedhis Letter Agreement (as that term is defined herein). As part of her severance compensation, Ms. McAlindon received a pro-rata portion of what she would have received under GAAP.

Executive Compensation Results Highlights

Our compensation decisions reflect a balanced and responsible pay approach. The Compensation Committee has responsibility for oversight of PolyOne’s executive compensation programs and works with senior management to align pay with performance. Within that framework, the Compensation Committee and management design executive compensation programs that reward responsible risk-taking. Our executive compensation programs reflect the belief that2015 Annual Incentive Program, based on 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.of time during 2015 that she was with the Company.

The Named Executive Officers earned a 173.8% payout under our Annual

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PROXY SUMMARY

Long-Term Incentive Plan and, as

As a result of strong performanceearnings growth measured over the past three years, they alsoin 2015, the Named Executive Officers earned a 200% cash-settled performance unit payout under PolyOne’s 2011 - 20132010 Equity and Performance Incentive Plan, as amended (the “Amended Long-Term Incentive Plan.Plan”). The chart below sets forth certain key financial results that were used in determining payouts under our 2013 incentive compensation plans (dollar amounts are in millions).payout was earned by PolyOne exceeding cumulative Adjusted Earnings Per Share targets over four, equally-weighted performance periods as noted below.

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PROXY STATEMENT SUMMARY

All financial measures (Targets(targets and Results)results) reported in the above tabletables were calculated with adjustments for acquisitions, divestitures and special items pursuant to the terms of the plansAnnual Plan and 2013 - 2015 Amended Long-Term Incentive Plan and as approved by the Board of Directors.

Board. For information on the terms and conditions of these incentive plans, see the “Analysis“What We Pay and Why: Elements of 2013 Compensation Decisions and Actions”Compensation” section of this proxy statement.

Executive Compensation Program Highlights

Our executive compensation program is designed to achieve the following key objectives:statement (beginning on Page 32).

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

•    Under our compensation plans, pay and performance are closely aligned such that, on average, over one-half of the Named Executive Officers’ compensation is performance-based		•    Our executives, including our Named Executive Officers, are required to comply with significant share ownership requirements
•    Our compensation plans emphasize long-term performance and utilize a balanced portfolio of cash and equity to reward sustained performance over time		•    No excise tax gross-ups are provided under our management continuity agreements in the event of a change of control for new executive officers, including newly hired Named Executive Officers
•    We provide limited executive benefits to our Named Executive Officers, and those provided have a sound benefit to our Company’s business		•    We maintain no individual employment agreements with Named Executive Officers, except Mr. Newlin 4

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Table of Contents

PROXY STATEMENT

POLYONE CORPORATION

PolyOne Center

33587 Walker Road

Avon Lake, Ohio 44012

PROXY STATEMENT

Dated April 3, 20141, 2016

Our Board of Directors respectfully requests your proxy for use at the Annual Meeting of Shareholders 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 Thursday, May 15, 2014,12, 2016, 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 or vote by telephone or internetover 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 37 through 611 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, 20132015; and (3) to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2014. 2016.

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.

ShareholdersYou may also submit their proxiesyour proxy 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 3, 2014. Our telephone number is (440) 930-1000.

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GOVERNANCEELECTION OF BOARD OF DIRECTORS

GOVERNANCE

PROPOSAL 1 — ELECTION OF BOARD OF DIRECTORS

Our Board of Directors currently consists of 11 Directors. PursuantOn March 9, 2016, Stephen D. Newlin notified the Board that he intended to retire as a Director, effective as of the retirement policy contained in our Corporate Governance Guidelines, Dr. Cartwright will not be nominated for re-election at ourCompany’s Annual Meeting of shareholders. Following ourShareholders on May 12, 2016. Thus, following the Annual Meeting and, assuming the election of all of the Board’sBoard nominees, our Board will consist of 11 Directors because Robert M. Patterson, our Executive Vice President and COO who is not currently a Director, has been nominated by the Board to stand for election at the Annual Meeting. 10 Directors.

Each Director serves for a one-year term 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’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 2014,2017, 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 Kerry J. Preeteother than William R. Jellison. Mr. Jellison was recommended to our Nominating and Robert M. Patterson. As permitted by Regulations 10(a) and 13 of our Regulations,Governance Committee for election to the Board increased its sizeby a third-party search firm, Korn Ferry. Mr. Jellison was subsequently recommended by our Nominating and Governance Committee to 11 members and elected Mr. Preete to fill the resulting vacancy in December 2013. Mr. Patterson’s serviceBoard for election as a Director, would commence upon his election atand the Annual Meeting.Board elected Mr. Jellison as a Director on October 7, 2015. 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. 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, 2014.15, 2016.

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GOVERNANCE

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GOVERNANCE

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ELECTION OF BOARD OF DIRECTORS

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GOVERNANCE

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ELECTION OF BOARD OF DIRECTORS

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GOVERNANCE

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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 2017 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 2015 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 2015 performance was aligned with 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.”

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AUDIT

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

The Audit Committee has appointed Ernst & Young LLP as our independent registered public accounting firm to audit our consolidated financial statements for the fiscal year ending December 31, 2016. The Board recommends ratification of the Audit Committee’s appointment of Ernst & Young LLP.

The selection of Ernst & Young LLP as our independent registered public accounting firm is not required to be submitted to a vote of our shareholders for ratification. The Sarbanes-Oxley Act of 2002 requires that the Audit Committee be directly responsible for the appointment, compensation and oversight of our independent auditor. The Board is submitting the appointment to our shareholders for ratification as a matter of good corporate practice. If our shareholders fail to vote on an advisory basis in favor of the selection, the Audit Committee will reconsider whether to retain Ernst & Young LLP and may retain that firm or another firm without re-submitting the matter to our shareholders. Even if our shareholders ratify the appointment, the Audit Committee may, in its discretion, direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in our best interests and the best interests of our shareholders. The affirmative vote of a majority of the shares voting on this proposal is required for ratification.

A representative of Ernst & Young LLP is expected to be present at the Annual Meeting. The representative will be given an opportunity to make a statement if desired and to respond to questions regarding Ernst & Young LLP’s examination of our consolidated financial statements and records for the year ended December 31, 2015.

Independent Registered Public Accountant Services and Related Fee Arrangements

Services provided by Ernst & Young LLP, our independent registered public accounting firm, and related fees in each of the last two fiscal years were as follows:

Audit Fees. Audit services include the annual audit of the consolidated financial statements, the audit of internal controls over financial reporting, the reviews of our quarterly reports on Form 10-Q, the issuance of comfort letters and consents, review of registration statements filed with the SEC, accounting and financial reporting consultations and international statutory audits. Fees for audit services totaled $3.7 million in 2015 and $3.4 million in 2014. The full Audit Committee or the Chair of the Audit Committee pre-approved all audit services and related fee arrangements for 2015 in accordance with the Audit Committee Pre-Approval Policy for all Audit and Non-Audit Services and Related Fee Arrangements.

Audit-Related Fees. Audit-related services principally include employee benefit plan audits, accounting consultations, attest services that are not required by statute or regulation and other international attest services not classified as audit fees. Fees for audit-related services totaled $0.1 million in 2015 and $0.1 million in 2014. The Audit Committee pre-approved all audit-related fee arrangements billed for 2015.

Tax Fees. Tax services include tax compliance, tax advice and tax planning. Fees for tax services totaled $1.7 million in 2015 and $1.3 million in 2014. The Audit Committee pre-approved all tax fee arrangements billed in 2015.

All Other Fees. No fees for other services were billed in 2015 and 2014.

Our Audit Committee Pre-Approval Policy for all Audit and Non-Audit Services and Related Fee Arrangements (the “Pre-Approval Policy”) requires our Audit Committee to pre-approve all audit and non-audit services performed by Ernst & Young LLP in order to assure that the provision of such services and related fee arrangements do not impair Ernst & Young LLP’s independence. Under the Pre-Approval Policy, the Audit Committee may delegate pre-

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AUDIT

approval authority to one or more of its members, and the member or members to whom the Audit Committee delegates such authority must report any pre-approval decisions to the Audit Committee at its next scheduled meeting. The Audit Committee has formally delegated this pre-approval authority to its Chair. Management has no authority to approve services performed by Ernst & Young LLP that have not been pre-approved by the Audit Committee. The term of any pre-approval is 12 months from the date of pre-approval, unless the Audit Committee specifically provides for a different period.

Ernst & Young LLP will provide us a description of work scope and supporting back-up documentation regarding the specific services they will provide. At each meeting of the Audit Committee, the current year’s previously pre-approved independent auditor fees along with any proposed revisions will be presented for approval. Any interim requests between Audit Committee meetings to provide services that require separate pre-approval will be submitted to the Audit Committee or the Audit Committee Chair by Ernst & Young LLP and our Chief Financial Officer, or Controller, and must include a statement as to whether, in each of their respective views, the request is consistent with the Commission’s rules on auditor independence.

Report of the Audit Committee

The Audit Committee assists the Board of Directors in fulfilling its oversight responsibilities to shareholders relating to the integrity of the Company’s consolidated financial statements, the Company’s compliance with legal and regulatory requirements, the independent auditor’s qualifications and independence and the performance of the Company’s internal and independent auditors. Management has the primary responsibility for the completeness and accuracy of the Company’s consolidated financial statements and disclosures, the financial reporting process and the effectiveness of the Company’s internal control over financial reporting. In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed the audited consolidated financial statements in the Annual Report with management and the independent auditor including any significant changes in the Company’s selection or application of accounting principles. The Committee also reviewed and discussed with management and the independent auditor management’s report on internal control over financial reporting, including the significance and status of control deficiencies identified and the results of remediation efforts undertaken, to determine the effectiveness of internal control over financial reporting at December 31, 2015.

The Committee reviewed with the independent auditor, which has the responsibility for expressing an opinion on the conformity of the consolidated financial statements with generally accepted accounting principles and applicable rules and regulations, their judgments as to the quality, not just the acceptability, of PolyOne’s critical accounting principles and estimates and such other matters as are required to be discussed with the Audit Committee under generally accepted auditing standards. The Committee also reviewed with the independent auditor its report on the Company’s internal control over financial reporting at December 31, 2015, including the basis for its conclusions. The Audit Committee reviewed and discussed with the independent registered public accounting firm all communications required by applicable auditing standards. In addition, Ernst & Young LLP has provided the Committee with the written disclosures and the letter required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditor’s communications with the Committee concerning independence and the Committee has discussed with Ernst & Young LLP their firm’s independence from management and PolyOne. The Committee has pre-approved all audit, audit-related and non-audit services and fees provided to the Company by the independent auditor. Based upon the Committee’s considerations, the Committee has concluded that Ernst & Young LLP is independent. The Committee discussed with PolyOne’s internal and independent auditors the overall scope and audit plans and evaluated their performance. The Committee meets with the internal and independent auditors, with and without management present, to discuss the results of their examinations, their evaluations of PolyOne’s internal control over financial reporting, and the overall quality of PolyOne’s financial reporting.

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AUDIT

In reliance on the reviews and discussions referred to above, the Committee recommended to the Board of Directors (and the Board has approved) that the audited consolidated financial statements and management’s assessment of the effectiveness of the Company’s internal control over financial reporting be included in the Annual Report on Form 10-K for the year ended December 31, 2015, for filing with the Securities and Exchange Commission.

The Committee has re-appointed Ernst & Young as independent auditor for the year 2016.

All members of the Audit Committee concur in this report.

The Audit Committee of

the Board of Directors

Richard H. Fearon

William R. Jellison

Sandra B. Lin

Richard A. Lorraine, Chairperson

William A. Wulfsohn

February 10, 2016

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CORPORATE GOVERNANCE

Corporate GovernanceCORPORATE GOVERNANCE

Director Independence

Our Corporate Governance Guidelines provide that a substantial majority of the members of our Board of Directors should 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 circumstances in makingthe 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 2015 earlier this year. In applying the categorical standards set forth above and assessing the materiality of Directorsany relationships, the Board affirmatively determined that Dr. Carol A. Cartwright,each of Richard H. Fearon, Gregory J. Goff, Gordon D. Harnett,William R. Jellison, Sandra B. Lin, Richard A. Lorraine, William H. Powell, Kerry J. Preete, Farah M. Walters and William A. Wulfsohn areis independent underand meets the categorical independence standards described above, has no material relationship with the Company other than that arising solely from the capacity as a Director and, in addition, satisfies the independence 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 PolyOne to Eaton, 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 2013, the amount paid to PolyOne from sales to Eaton was less than 0.3% of PolyOne’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 will also servehas served as the key liaison between the independent Directors and Mr. Newlin once he becomesas Executive Chairman. Following Mr. Newlin’s retirement as Executive Chairman, the Lead Director will continue to facilitate communications between Mr. Patterson, as Chairman and CEO, and the other members of the Board. The Lead Director is also 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. HarnettFearon has served as our Lead Director since July 2007.May 2015.

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CORPORATE GOVERNANCE

Board Leadership Structure

Mr. Newlin ishas been the Executive Chairman of oursince May 2014. On March 9, 2016, Mr. Newlin notified the Board of Directors and our CEO. Effectivethat he intended to retire as a Director, effective as of the Company’s Annual Meeting of Shareholders on May 15, 2014,12, 2016. The Board named Mr. Patterson as Chairman, effective upon Mr. Newlin’s retirement from the Board. Mr. Newlin will becomeserved as Chairman, President and Chief Executive ChairmanOfficer of our Board of Directors andPolyOne from February 2006 until May 2014. Mr. Patterson, will becomealso a Director, has been President and CEO.Chief Executive Officer since May 2014. The Board of Directors believes that this leadership structure is appropriate for our Company given the 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 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.

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.PolyOne overall.

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 PolyOne relating to safety, health, environmental, security and product stewardship standards and practices. Our Board

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GOVERNANCE

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 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 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.

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

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CORPORATE GOVERNANCE

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 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.

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GOVERNANCE

Board of Directors and Committees

Board Attendance

The Board met six times during 2013,2015, 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 of Shareholders.Meeting. In 2013,2015, all of our Directors serving at that time attended the Annual Meeting of Shareholders.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 atwww.polyone.com under “Corporate Governance” on our investor relations page.

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CORPORATE GOVERNANCE

C Chair of the Committee

F Meets the requirements of an “audit committee financial expert” as defined by the Securities and Exchange Commission (referred to as “SEC”).

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GOVERNANCE

C Chair of the Committee

* In 2013,2015, the Compensation Committee, assisted by Towers Watson (the “Consultant”), analyzed competitive market compensation data relating to salary, annual incentives and long-term incentives.incentives for our executive officers. 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 20132015 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 PolyOne by the Consultant that are not related to executive compensation are monitored to ensure that executive compensation consultant independence is maintained. The Consultant provided us with services under $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 directorDirector compensation.

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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 that no “conflicts of interest have been raised by the work performed by the Consultant.”

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GOVERNANCE

C Chair of the Committee

* The Nominating and Governance Committee will consider shareholder suggestions for nominees for election to our Board of Directors.Board. 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 2.6. 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 thebelieves that having a diverse Board has a formal policy with respectleads to the consideration of diversity in identifying director nominees, they do consider diversity when evaluating potential Board nominees.more innovation, unique thinking and better governance. 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 2013, approximately 27% of our Board members were female; however, if all of our Board nominees are elected following our 2014 Annual Meeting of Shareholders, then this percentage will be 18%. 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

The Nominating and Governance Committee is responsible for ensuring that the Board evaluates its performance on an annual basis. The director evaluation process includes self-evaluation of the Board as a whole and of each Board committee, as well as a peer evaluation. In addition, the Lead Director discusses overall Board effectiveness with each individual Director on an annual basis.

C Chair of the Committee

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NON-EMPLOYEE DIRECTOR COMPENSATION

2013 Non-Employee Director Compensation2015 NON-EMPLOYEE DIRECTOR COMPENSATION

In the first half of 2013,2015, we paid our non-employee Directors an annual retainer of $165,000,$200,000 (payable in quarterly installments (inin arrears), consisting of a$90,000 in cash retainer of $75,000 and an award of $90,000$110,000 in value of fully vested common shares. In 2013,2015, the Compensation Committee analyzed competitive market compensation 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 DirectorsDirectors’ compensation which had not been increased since 2011 (prior to our size increasing due to merger and acquisition activity), was now belowapproximated the median of our peer group. As a result, and effective as of the third quarter of 2013, the Board increased the annual retainerno changes were made to $185,000 (payable in arrears and in quarterly installments) consisting of $85,000 in cash and $100,000 in value of fully vested common shares, and increased Lead Director and committee member retainers as described below, to better align the Directors’ cash retainer and equity award value to current market levels.for the balance of 2015.

We pay individual meeting fees only as follows: $2,000 for each 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 2015. We reimburse Directors for expenses associated with each meeting attended.

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Role		Annual Cash Retainers
Lead Director		$25,000
Chair, Audit Committee		$16,000
Chair, Compensation Committee		$12,500
Chair, Environmental, Health and Safety Committee		$10,000
Chair, Nominating and Governance Committee		$10,000

Non-employee Directors may defer payment of all or a portion of their annual cash retainer under our Deferred Compensation Plan for Non-Employee 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 2013,2015, we awarded shares to Directors under our Deferred Compensation Plan and our 2010 Equity and PerformanceLong-Term Incentive Plan (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 accrued for the benefit of the participating Directors.

2013 Non-Employee Directors2015 Director Compensation Table

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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$90,000 annual cash retainer (payable on ain quarterly basis), which was increased to $85,000installments in the third quarter of 2013,arrears), 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 basis)installments in arrears) of $90,000, which was increased to $100,000 in the third quarter of 2013,$110,000 in value of fully vested common shares, which the Directors could elect to defer. We determined the number of shares to be granted each quarter by dividing the dollar value by the arithmetic average of the high and low stock price on the last trading day of each quarter.quarter and rounding to a whole share as partial shares are not issued. 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 28, 201331, 2015 — $24.185 (930$37.275 (737 shares); June 28, 201330, 2015 — $25.010 (899$38.92 (706 shares); September 30, 20132015 — $30.475 (820$29.54 (930 shares); and December 31, 20132015 — $35.215 (709$31.995 (859 shares). Shares areThe value of the stock award is prorated based upon time served as a Director in any applicable quarter.

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GOVERNANCE

Option Awards Outstanding and Fully-Vested Deferred Shares

The numberAs of December 31, 2015, there were no outstanding stock options held by each non-employee Director at the end of the fiscal year is set forthDirectors and no stock option exercises were conducted by our Directors in the following table. All of these options are fully exercisable. In addition, the2015. 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.

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OWNERSHIP OF POLYONE 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, 20142016 (including shares the individuals have a right to acquire within 60 days of that date) by each of our Directors, each of the executive officers named in the 20132015 Summary Compensation Table on page 36 (the “Named Executive Officers”)42 and by all Directors and executive officers as a group.

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GOVERNANCE

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OWNERSHIP OF POLYONE SHARES

The following table shows information relating to all persons who, as of March 1, 2014,2016, 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:

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GOVERNANCE

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 our Directors to own a minimum level of our shares. In March 2014, we amended the Guidelines to more accurately reflect the market median multiple of salary for our Directors. This change was necessary because of the significant stock price appreciation that occurred since we last determined the Guidelines (in December 2012 at 22,000 shares). In order to reflect the Board’s commitment to share ownership, the required share ownership level for non-employee Directors is now a minimum of 12,500 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 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 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 set 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 20132015 and until the date of this proxy statement, all Section 16(a) filing requirements applicable to those officers, Directors and 10% shareholders were satisfied.satisfied except for one Form 4 regarding one transaction for Michael E. Kahler, which was filed one day late.

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COMPENSATION

EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS

Compensation Discussion and AnalysisExecutive Summary

Introduction

This section highlights significant Compensation DiscussionCommittee and Analysis (“CD&A”) describesCompany actions that occurred in 2015. In addition, it illustrates the principles underlying our executive compensation policies as well as our most important executive compensation decisions and practices for 2013. The following disclosure also gives context for the data we present inrelationship between the compensation tables below and the narratives that accompany the compensation tables.

The following six individuals areof our Named Executive Officers and how we measure Company performance. Our Named Executive Officers for 2013, as that term is defined by the SEC:2015 were:

Executive Summary

This section illustrates the relationship between our Named Executive Officers’ compensation and how we measure performance, and highlights significant Compensation Committee actions that occurred in 2013.

We are currently undergoing a leadership transition that we believe will position us to continue to deliver long-term value to our shareholders. Effective as of May 15, 2014, Mr. Newlin will retire as President and Chief Executive Officer and will become Executive Chairman. As of Mr. Newlin’s retirement, Mr. Patterson, who currently serves as our Executive Vice President and Chief Operating Officer, will become President and Chief Executive Officer. Because the leadership transition will take place in 2014, it did not affect which individuals qualified as Named Executive Officers for 2013.

How Pay is Tied to Company Performance. Our compensation programs are designed to: (1) attract and help 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 interests of our shareholders andwith the ultimate goal of improving long-term shareholder value. We believe that executive compensation, both pay opportunities and pay actually earned, should be tied to Company performance. Weperformance, which we view Company performance in two primary ways:

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COMPENSATION

success is described below.

Key 2013 Financial2015 Company Performance Results.⁽¹⁾ PolyOne delivered outstandingstrong performance results in 2013.2015. The Compensation Committee believes that Mr. NewlinPatterson 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 (dollar amounts below are in millions, except per share amounts).

		(4)	Revenue increased 32% versus 2012 driven by second-half solid top-line organic growth and the acquisitions of Spartech and Glasforms.26

COMPENSATION DISCUSSION AND ANALYSIS

In addition, we have achieved seventeen25 consecutive quarters of strong double-digit adjusted earnings per share growth, with a compounded annual earnings per share percentage growth rate of 25% during this period. We attained a record-level year-end adjusted earnings per share of $1.31.

FollowingAdjusted Earnings Per Share growth. Since our acquisition of Spartech, a supplier of sustainable plastic sheet, color and engineered materials and packaging solutions, and through our aggressive integration efforts, we are already beginning to see the benefits of the acquisition. At the time of our acquisition, we estimated improvingtransformation began in 2006, our earnings per share by $0.01 to $0.02has grown at a compounded annual growth rate of 36%. We delivered record Adjusted Earnings Per Share in 2013. Based on our early success in commercial and operational excellence efforts, as well as our aggressive efforts to eliminate duplicate company costs, we added $0.12 to our adjusted earnings per share in 2013.2015 of $1.96.

Return to Shareholders. Delivering seventeen25 consecutive quarters of strong double-digit adjusted earnings per shareAdjusted Earnings Per Share expansion, along with regularly establishing new,driven by record levels of profit and profitability, has created shareholder value in excessvalue. This accomplishment was the result of the overall market. These accomplishments were driven by our aggressive goal setting and our relentless efforts to execute our well-defined four pillarproven four-pillar strategy of specialization, globalization, commercial excellence and operational excellence.

Note: Adjusted earnings per share and adjusted operating income for consolidated PolyOne differ from what is reported under United States GAAP. See Appendix A for a reconciliationPay-for-Performance: 2015 Compensation Outcomes. Our 2015 compensation results continued to reflect our objective pay-for-performance philosophy of non-GAAPaligning executive compensation directly with our financial measures to our results as reported under GAAP.performance.

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COMPENSATION

2013 Financial Results Under Incentive Plans and Pay-for-Performance.  In line with our compensation program’s emphasis on pay-for-performance, compensation awarded to our Named Executive Officers for 2013 reflected PolyOne’s strong financial results. The chart below sets forth certain key financial results that were used in determining payouts under our short-term and long-term incentive compensation plans for 2013, as well as the payout percentages under each plan (dollar amounts are in millions, except for percentages and per share amounts).

All financial measures (Targets and Results) reported in the above table were calculated with adjustments for acquisitions, divestitures and special items pursuant to the terms of the plans and as approved by the Board of Directors.

Annual Incentive Plan:All of our Named Executive Officers earned payouts above their target 2013 Annual Plan opportunities, with an overall payout of 173.8% of target as a result of our strong fiscal 2013 performance.

Cash-Settled Performance Units:Cumulative adjusted earnings per share was the performance measure for this award in order to drive improvements in shareholder value. Our strong performance over the past three years led to a maximum payout (200% of target) for the cash-settled performance units granted to each Named Executive Officer under the 2011 – 2013 Long-Term Incentive Plan.

Stock-Settled Stock Appreciation Rights:  We maintained stock price performance hurdle vesting requirements for the stock appreciation right (or “SAR”) awards granted as part of the 2013 – 2015 Long-Term Incentive Program to further align executive compensation with shareholder interests. The 2013 awards initially vest in one-third increments upon achieving each of the following stock price hurdles and maintaining them for thirty consecutive trading days: 10%, 15% and 20% increase respectively over the initial grant date closing stock price of $23.08. These hurdles were met in 2013. The SARs also are subject to additional time-based vesting requirements that lapse one-third on each of the first three anniversaries of the grant date.

Details regarding each of these incentive plans and payments are set forth in the “Analysis of 2013 Compensation Decisions and Actions” section of this proxy statement.

We are pleased with our accomplishments in 2013, and are well-positioned to continue our transformation into a high performing global specialty company. We believe our executive compensation programs described below and in the accompanying tables played a vital role in driving the strong financial results noted above, and appropriately align pay and performance.

Listening to Shareholders. At the 20132015 Annual Meeting, of Shareholders, we held our thirdfifth annual advisory vote on Named Executive Officer compensation. For the second consecutive year, 96%86% of the votes cast were in favor of this advisory proposal. The Compensation Committee reviewedconsidered the voting results as well as other input from conversations held with investors and considered this favorable outcome to conveyviewed them as continued support of our shareholder’s strong support for the Compensation Committee’s decisions and the existing executive compensation programs and practices.programs. As a result, the Compensation Committee made no material changes in the structure

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COMPENSATION

of our compensation programs or pay-for-performance philosophy based on the

		27

COMPENSATION DISCUSSION AND ANALYSIS

voting results for the proposal. At the 20142016 Annual Meeting, of Shareholders, we will again hold an advisory vote to approve the Named Executive Officer compensation. The Compensation Committee expects to consider the results from this year’s and future advisory votes on Named Executive Officer compensation.

Executive Compensation Practices and 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 2013, and are designed to attract and retain a highly experienced, successful team to manage PolyOne. Our practices and programs are directly linked to our key business objectives and designed to create value for our shareholders.

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COMPENSATION

Executive Compensation Practices and Programs. The executive compensation practices and programs described below and in the accompanying tables played a vital role in driving our strong financial results and aligning pay with performance for 2015 and are intended to attract and help retain a highly experienced, successful team to manage PolyOne. Our practices and programs are directly linked to our key business objectives and are designed to create value for our shareholders.

20132015 Pay-for-Performance 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, 20082010 to December 31, 2013,2015, assuming in each case a fixed investment of $100 and reinvestment of all dividends. Starting in 2009, ourOur performance has significantly exceeded the S&P 500 Index as well as the S&P Mid Cap Chemicals Index.

		28

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.

We also believe that the compensation of our Named Executive Officers has been commensurate with our performance results. Since he joined PolyOne in 2006 as its CEO, Mr. NewlinThe Company has been highly effective at driving margin growth in the transformation of PolyOne to a high 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. NewlinPatterson and hisour senior management team have driven substantial earnings growth.

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COMPENSATION

The following graph provides a historical perspective, comparing Mr. Newlin’s earned compensationPatterson’s pay (as disclosed in the Summary Compensation Table for 2014 and 2015) and our performance to the pay-for-performance of our peer group from 2010-2012 (datafor 2014-2015 (for TSR) and timing limitations prohibit us from providing a 2013 analysis at this time)2013-2014 (for pay). Mr. Newlin’s earnedPatterson’s Summary Compensation Table compensation has been aligned withis low compared to our recent performance, with his earned compensationpay approximating the 75thfifth percentile of our peers while our performance as defined below, was at the 100th50^th percentile.

		29

COMPENSATION DISCUSSION AND ANALYSIS

For purposes of this graph, pay is defined as the three-year (2010-2012)two-year sum of Summary Compensation Table pay for all applicable elements including base salary, earned annual incentives, thestock and option awards at grant value, of stock awards upon vesting, the value of option/SAR exercises,non-equity incentive plan compensation and earned long-term cash incentives. Three-yearall other compensation. Two-year performance is based on three-yeartwo-year TSR (2010 – 2012)(2014-2015). The peers used in this graph include those listed on page 2331 of this proxy statement.

Executive Compensation Philosophy and Objectives

Our executive compensation programs reward our officers’ performance, and are specifically linked to our achievement of strategic operating and financial goals, and are designed to be competitive in the marketplace. OurWe reward 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 2013 Executive 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 2013, theThe Compensation Committee retained the Consultant in 2015 to assist with

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assessing the competitiveness and overall appropriateness of our executive compensation programs. The Compensation Committee worked with the Consultant and considered input from members of senior 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 assisted the Compensation Committee by (1) benchmarking compensation so we could align base salaries, as well as annual incentive targets and long-term incentive targets with our competitive market pay philosophy discussed below, (2) providing guidance on incentive plan design, (3) monitoring and communicating trends in executive compensation to the Compensation Committee, (4) assisting with our proxy statement disclosure,disclosures and (5) assessing Board of Directors’ compensation and (6) evaluating executive retirement benefits.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 annually analyze competitive market compensation data annually relating to salary, annual incentives and long-term 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 2013, Mr. Newlin’s compensation was set above the market median, which is aligned with Company performance and Mr. Newlin’s skills and experience. We also periodically analyze competitive compensation market 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 2013,2015, we drew from threetwo 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 March 2013, 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.

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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 included Ashland,determined that the existing compensation peer group was appropriate for 2015 and thus remained unchanged from the previous year other than the elimination of Rockwood Holdings, Inc. and Celanese Corporation and retained all other companies, such that PolyOne’s current peer, which was acquired in 2015. The group consists of the following 1817 companies:

* Cytec Industries Inc. and Sigma Aldrich Corporation were acquired during 2015 and will subsequently be removed from the peer group going forward.

Financial and operating statistics for our 2015 peer group are summarized below:

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The second and third independent sourcessource of data that we used to augment the peer proxy analysis was the Consultant’s analysis of competitive market data relating to (1) the broader chemical industry and (2) other applicable general industries usingindustries. The Consultant specifically used the following surveys: the Consultant’s executive compensation database,database; the Consultant’s Top Management Compensation Survey and Mercer’s Executive Compensation Survey. To obtain 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 that comprise any of these survey groups, and the component companies’ identities were not a material factor in these surveys was not material to our use of the comparability data based on this process used by the Consultant.analysis.

Review of 20132015 Named Executive Officer 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 theour long-term and short-term incentive plan performance periodsplans commencing in the following year. The Compensation Committee also 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 and reviewed by the Consultant, 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.are reviewed by the Consultant.

Annually, the CEO recommends, for the Compensation Committee’s review and approval, specific base salary and incentive target incentiveopportunity adjustments for the other Named Executive 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 does 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 20122014 performance and our compensation philosophy, the Compensation Committee determined the appropriate pay levels for the CEOMr. Patterson for 2013.2015.

2013

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What We Pay Mixand Why: Elements of Compensation

Our executive compensation programs are 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 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 threevarious retirement and benefit programs and modest, business-related benefits. The chart below provides a picture of all elements of the total direct compensation that are discussed in detail below: base salary; annual incentive compensation; and long-term incentive compensation. The following table summarizes the allocation of the compensation opportunity at target, or “pay mix,” that was granted in 2013provided to theour Named Executive Officers based upon their three elements of compensation. Both the(referred to as NEOs), except for Mr. Newlin as he was not eligible for either an annual incentive opportunity andor long-term incentive opportunity representin 2015 per the variableterms of his Letter Agreement. Detailed information follows the chart below.

While the Compensation Committee does consider compensation portionrelative to market medians, it does not target a specific percentile or data point in assessing competitiveness for base pay or our incentive programs. Individual opportunities vary based on length of each Named Executive Officer’s total compensation opportunity,time with PolyOne, individual performance and level of leadership responsibility within the Company. This strategy is consistent with our overall pay-for-performance philosophy.

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Analysiscompetitive market pay philosophy discussed in the “Executive Compensation Philosophy and Objectives” section of 2013 Compensation Decisions and Actionsthis proxy statement.

Base Salary

We pay base salaries to attract talented executives and to provide a fixed base of cash compensation.. Base salaries for theour Named Executive Officers in 2015 were individually determined by the Compensation Committee after consideration of:

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There are three situations that may warrant an adjustmentThe Compensation Committee made the following decisions related to base salary:salaries for our Named Executive Officers in 2015: Mr. Patterson’s base salary was increased from $800,000 to $900,000 to closer align his salary with that of the market median for CEOs and his tenure in the position; Mr. Richardson’s base salary was increased from $540,000 to $557,000; Mr. Van Hulle’s base salary was increased from $435,000 to $449,000; and Mr. Nikrant’s base salary was increased from $364,000 to $405,000 due to his strong business performance and to align his salary with that of the market median. Mr. Newlin’s base salary was reduced from $1,050,000 to $655,850 in accordance with the terms of his Letter Agreement, as that term is defined herein. Ms. McAlindon did not receive a salary increase in 2015 and her salary at the time of her separation from service was $315,000.

Annual Merit Increase. All employees’The amounts listed above were base salaries are reviewed annually for possible merit increases taking into accountin effect on December 31 of each applicable year. For Messrs. Patterson, Richardson, Newlin, Van Hulle and Nikrant, actual salary received as shown in the above listed factors, but merit increases are not automatic or guaranteed. In recognition2015 Summary Compensation Table of this proxy statement was prorated based on base salary rates in effect before and after the effective dates of the significant role Mr. Newlin played in transforming PolyOne into a high-performing organization, as well as his strong leadership, particularly in light of recent merger and acquisition activity, and after a review ofchanges. Based on the competitive market data provided by the Compensation Committee approved a seven percent adjustment to his annual base salary for 2013, as outlined in Consultant, we determined that

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the below table. In the Compensation Committee’s judgment, this base salary is appropriate in order to fairly compensate and retain Mr. Newlin. The Compensation Committee also increased the annual base2015 salaries of each of the other Named Executive Officers (excluding Mr. Kedrowski)were within a range of 11% above to 6% below the 2015 market medians for comparable positions (Mr. Newlin was excluded from this analysis as his salary is determined by the terms of his Letter Agreement and Ms. McAlindon was excluded from this analysis as she was no longer with the Company at the time this analysis was performed).

Annual Incentive.We pay an annual incentive in accordance with market pay levels, trends around merit increasesour Annual Plan to (1) reward our Named Executive Officers for achieving specific performance goals that would advance our profitability, (2) drive key business results, and individual specific roles and responsibilities, as outlined below.

Promotion or Change in Role. Base salary may be increased to(3) 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 recognition of his manyindividuals based on their contributions to date and as well as the increased responsibilities he assumed in connection with PolyOne’s acquisition of Spartech, the Compensation Committee approved Mr. Kedrowski’s promotion to Executive Vice President, Global Operations and Process Improvement with an increase in annual base salary to $400,000.

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. Nothose results. The Named Executive Officer receivedOfficers’ 2015 individual annual incentive opportunities (expressed as a market adjustment in 2013.

The below table lists the 2013percentage of base salariespay) that were approved by the Compensation Committee forand as in effect as of December 31, 2015 are: Mr. Patterson – 100%; Mr. Richardson – 65%; Messrs. Van Hulle and Nikrant and Ms. McAlindon – 55%. Mr. Newlin did not receive a 2015 annual incentive award. None of the Named Executive Officers received an increase in annual incentive opportunity in 2015 as well as the applicable percentage increase from the 2012 base salaries.all were determined to be at or near market median with respect to this component.

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Based on the competitive market data provided by the Consultant, we determined that the 2013 salaries of the Named Executive Officers were within a range of 11% above and 5% below the 2013 market medians for comparable positions, which is consistent with our competitive market pay philosophy discussed in the “Competitive Market Pay Information and Benchmarking” section of this proxy statement.

2015 Annual Incentive

We pay an annual incentive to (1) reward our Named Executive 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 2013 individual annual incentive opportunities that were approved by the Compensation Committee for the Named Executive Officers, which are the same as the 2012 individual annual incentive opportunities (for those who were serving in 2012).

Based on the competitive market data provided by the Consultant, we determined that the 2013 Annual Plan Program target opportunities for the Named Executive Officers were within a range of 10% aboveat market to 8%15% below the 20132015 market median for comparable positions, whichpositions. Mr. Patterson’s target opportunity for this component is consistent15% below the 2015 market median. This reflects the Compensation Committee’s intention to move Mr. Patterson’s pay toward the market median over time as he becomes a longer-tenured CEO. Mr. Newlin was excluded from this analysis as he did not receive a 2015 annual incentive award and Ms. McAlindon was excluded from this analysis as she was no longer with our competitive market pay philosophy discussed in the “Competitive Market Pay Information and Benchmarking” section ofCompany at the time this proxy statement.analysis was performed.

The Compensation Committee determined, after a thorough evaluation of possible plan designs and performance measures (described below), that we would maintain the same fundamental Annual Planannual incentive design in 2013 as2015 that we used in 2012, however, we added a revenue performance measure to encourage profitable sales growth.2014. The Compensation Committee’s evaluation demonstrated that thesethe performance measures utilized for this program are the most critical elements of PolyOne’s performance for both 20122014 and 20132015 and, when combined, contribute to sustainable growth.

The 20132015 Annual PlanIncentive Program performance measures are described below.

The payouts under the 2015 Annual Incentive Program are based on attainment with respect to target goals set for each individual performance measure. Rewardable attainment with respect to these performance measures ranges from 50% (threshold) to 200% (maximum) of goal. If achievement with respect to any performance measure falls between the threshold and target, or between the target and maximum, earned award amounts for that particular performance measure will be interpolated on a straight-line mathematical basis. If achievement with respect to any performance measure does not reach threshold, then that measure will be deemed to have 0% attainment. The performance measures for the 2015 Annual Incentive Program were weighted as outlined in the charts below.

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The 2013 performance measures forAnnual Plan, as it relates to the Named Executive Officers, were based upon PolyOne’s consolidated results and were weighted as follows:

contains a “negative discretion” feature. If at least threshold attainment levels are achieved, then Named Executive Officers are eligible for payments up to the maximum permitted under the Annual Plan provisions. Payouts are capped at 200% of a participant’s award amount at target. The Compensation Committee may use its negative discretion to make a final determination of the amount to be paid.

We set aggressive Annual Plan performance goals in 20132015 under the Annual Plan that focused our efforts on those factors that we believed were critical to our ongoing success, including profitablerevenue growth, earnings improvement, cash generation from working capital, efficiencies in our operations and the continued implementation of our overall four pillar strategy.

Our 2013 operating incomestrategy of globalization, specialization, commercial excellence and operational excellence. The 2015 performance goals were aggressive andfor our performance measures were set in accordance with our strategic plan framework. On a consolidated basis, our performance and results under the total Company adjusted operating income metric were strong; adjusted operating income exceeded the Annual Plan’s target goal by 14% in 2013. The Company adjusted operating income incentive goal attainment was 194.9% of our target performance level. We viewed the targeted level of performance for this metriceach measure as very challenging to achieve,achieve. The target goals and the actual level of performance reflects exceptional results.

The 2013 working capital as a percentage of sales performance goals were set in accordance with our strategic plan framework and were intended to maintain our strong working capital performance. In 2013, we were able to sustain our strong performance from the previous year by maintaining a world-class performance working capital as a percentage of sales with an Annual Plan result of 10.0%. As a result of this performance, the working capital as a percentage of sales incentive goal attainment was 191.4% of our target performance level.

As noted above, the 2013 Annual Plan introduced revenue as a performance measure in order to encourage profitable revenue growth. The 2013 revenue performance goals were set in accordance with our strategic plan framework. Revenue increased 32% from 2012, driven by solid second half top-line organic growth and the acquisitions of Spartech and Glasforms. The revenue incentive goal attainment was 113.9% of our target performance level.

The Annual Plan, as it relates to thelevels for each Named Executive Officers, contains a “negative discretion” feature. If threshold attainment levels are attained, Named Executive Officer’s are eligible for payments up to the maximum permitted under the plan provisions. The Compensation Committee may use its discretion to make a final determination of the amount to be paid. Payouts are capped at 200% of a participant’s award amount at target. The performance measures and targets, and the respective levels of achievement for each performance measure under the 2013 Annual Plan for our Named Executive OfficersOfficer are set forth below.below (dollars in millions). Progress against the Working Capital as a Percentage of Sales metric is reflected by lower levels of working capital, so results that are less than target are viewed as exceeding target performance.

Mr. Patterson’s and Mr. Richardson’s Annual Plan opportunities are based on consolidated results. Total attainment for consolidated PolyOne under the 2015 Annual Incentive Program was 44.9%, with the components consisting of: (1) 50% based on consolidated Adjusted Operating Income attainment of 0% (2015 attainment of $322.3 million measured against a target of $367.9 million); (2) 25% based on Working Capital as a Percentage of Sales attainment of 179.7% (2015 attainment of 9.7% measured against a target of 10%); and (3) 25% based on Revenue attainment of 0% (2015 attainment of $3,376.5 million measured against a target of $3,933.0 million).

Mr. Van Hulle and Mr. Nikrant have responsibility for business unit-specific results and while their performance measures based on Adjusted Operating Income are weighted 50% overall, their opportunities are based two-thirds on business unit-specific results and one-third on consolidated Adjusted Operating Income results. For Mr. Van Hulle, whose 2015 results were based on the Color, Additives and Inks Plan, total attainment was 80.0%, with the components consisting of: (1) 33.3% based on business unit Adjusted Operating Income attainment of 90.1% (2015 attainment of $139.6 million measured against a target of $142.7 million); (2) 16.7% based on consolidated Adjusted Operating Income attainment of 0% (2015 attainment of $322.3 million measured against a target of $367.9 million); (3) 25.0% based on Working Capital as Percentage of Sales attainment of 200.0% (2015 attainment of 9.5% measured against a target of 10.1%); and (4) 25.0% based on Revenue attainment of 0% (2015 attainment of $842.2 million measured against a target of $906.6 million). For Mr. Nikrant, whose 2015 results were based on the Specialty Engineered Materials Plan, total attainment was 70.1%, with the components consisting of: (1) 33.3% based on business unit Adjusted Operating Income attainment of 61.4% (2015 attainment of $80.8 million measured against a target of $88.8 million); (2) 16.7% based on consolidated Adjusted Operating Income attainment of 0% (2015 attainment of $322.3 million measured against a target of $367.9 million); (3) 25.0% based on Working Capital as Percentage of Sales attainment of 198.7% (2015 attainment of 9.2% measured against a target of 9.6%); and (4) 25.0% based on Revenue attainment of 0% (2015 attainment of $556.8 million measured against a target of $605.5

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