Duringwork throughout the past year.

To succeed the two directors who did not stand for re-election at last year’s annual meeting, we appointed two new directors during the year: Ron DeFeo and Lori Lutey.  Ron, who joined in August, is the former Executive Chairman and CEO of Kennametal, Inc. and was also Chairman and CEO of Terex. He brings strong operations expertise to the board along with insights that come from successfully running large, global industrial companies. Lori joined the board in September, after a distinguished career as CFO of Schneider National and VP, Finance at FedEx Services. She strengthens the board’s accounting and financial expertise, given her extensive experience in new product and customer pricing analysis. Both Ron and Lori are already making very positive contributions to the board. Our eight independent directors -- three of whom are women -- contribute a broad range of expertise in strategy, M&A, operations, financials, and capital allocation.

We continue to incorporate best practices in our corporate governance. For example, we conduct annual elections for all directors; ensure there is an independent board chair and committees comprised exclusively of independent board members; and utilize the services of an independent third party to facilitate annual self-evaluations of our board performance.

The committee system is central to our governance structure. Each of the Audit and Compensation Committees reviews and approves all proposed charges and adjustments (affecting earnings and employee compensation) at their respective committee meetings on a quarterly basis.

Our Compensation Committee continues to work to optimize the company’s compensation program, ensuring that management’s short- and long-term incentives are properly aligned with shareholders’ interests. The Governance and Nominating Committee was responsible for successfully recruiting our new directors, and also is charged with overseeing board training and evaluation. The Audit Committee continued to work closely with our outside independent accounting firm and internal financial staff, including our new CFO, to ensure the quality of our financial controls.  We also created a Finance Committee as an ad hoc committee of the board in 2018 to review optimal financial structures for the company.

Myers sold new stock in August, which improved the balance sheet and substantially lowered the company’s leverage ratio (several directors purchased stock in the open market after this offering). We have been careful stewards of this new capital and are keenly aware of relative valuations of alternative uses of these funds.

As a board, we hold ourselves accountable to the highest standards. We continue to self-evaluate. As previously noted, we use an independent party to evaluate every board member, each committee, and the board as a whole. To maximize the effectiveness of these evaluations, we discuss this feedback—in both board and committee meetings — and establish objectives for continuous improvement. Just as we value peer evaluations, the board believes director education is valuable. Last fall, for example, one meeting began with a presentation on the board’s proper role in M&A, delivered by a corporate director who is a leading M&A lawyer and former CEO.

Your board works closely with management to evaluate and define Myers’ enterprise strategy, which was first presented to the investment community two years ago. Our long-term strategy is guided by three key operating principles: a niche market focus; flexible operations through the use of an asset-light business model; and strong cash flow growth. More recently, we announced actions required for the successful transformation of our Distribution segment.  

As a board, we have been deeply involved with management in defining Myers’ culture as one characterized by a “winning” mentality and a results-based orientation. We are committed to transparency and candor, while remaining consistently attentive to both our customers’ needs and our employees’ safety. We want our employees to act and feel like owners, while operating with the highest possible ethical standards and promoting diversity of all kinds throughout the organization.

Environmental stewardship and corporate responsibility are likewise very important to the company — and something about which several shareholders have inquired. We incorporate environmental consciousness into all aspects of our operations by, among other measures, recycling and reprocessing plastic scrap in our factories. We also manufacture returnable packaging products and implement and maintain recycling programs. Of course, we conserve energy whenever we can, and encourage our customers to focus on sustainability, as well. At the beginning of each board meeting, we review the previous quarter’s safety record (which, thankfully, remains well below the industry average).

Effective last year, we modified the method (but not the actual dollar equivalent) of director pay. For a director’s stock retainer, rather than issuing the stock portion of our annual retainer to directors at the end of a year of service (at the annual meeting) we began issuing restricted stock at the beginning of the year of service (when directors are elected at the annual meeting), which will not vest until the first anniversary of the grant.  In our case, directors received their restricted stock grant for their 2018 term of service at the annual meeting date in April 2018 (at a price above $24/share) and such shares will vest in April 2019. This change was made to be more consistent with current best practices.  In this year’s proxy statement, it will appear that the stock portion of our director retainer doubled. In next year’s proxy statement, the “director stock retainer” portion will be approximately half of the amount appearing this year. I wanted to alert you to what is, in effect, a bookkeeping change, even though there is no actual economic change in the stock retainer portion paid to directors.

stakeholder groups.

We contacted shareholders representing about seventy-five percent of total outstanding shares. We were gratified by the results of the “say on pay” proposalvote at last year’s annual meeting, when almost 25 millionwith more than 98% of the total shares votedvoting in favor of the proposal.

the long-term prospects for the company, as I wrote last year, we do not believe that any single year is an appropriate gauge of long-term performance.

In last year’s letter, I was pleased to report that Myers’ stock outperformed during 2017 (up by about 40%, compared to almost 22% for the S&P 500). Unfortunately, Myers’ stock price performance was disappointing last year: down by about 20% vs. about -4% for the S&P 500. We continue to believe that one year is not an appropriate gauge of long-term performance.

Sincerely,

	​	​	Sincerely,
	​	​
	​	​	F. Jack Liebau, Jr. JACK LIEBAU, JR.
	​	​	Chairman of the Board