AVIENT CORP
For the period ended May 14, 2026. Filed Mar 27, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 14, 2026 · Filed Mar 27, 2026
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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 (Amendment No._____)
Filed by the Registrant☑
Filed by a Party other than the Registrant☐
Check the appropriate box:
☐ Preliminary Proxy Statement
☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material Under §240.14a-12
AVIENT CORPORATION
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
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☐ Fee paid previously with preliminary materials.
☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
| Table of Contents | Page |
|---|---|
| Letter to Shareholders | i |
| Notice of 2026 Annual Meeting of Shareholders | iii |
| Record Date | iii |
| Voting Matters and Vote Recommendations | iii |
| Proxy Statement | 1 |
| Proxy Summary | 1 |
| Voting and Meeting Information | 1 |
| Attendance and Participation | 1 |
| Who is Eligible to Vote | 2 |
| Advance Voting Methods | 2 |
| Voting During the Annual Meeting | 3 |
| Questions | 3 |
| Our Strategy | 4 |
| Our Director Nominees and Committee Membership | 5 |
| Summary of Director Nominee Skills, Experience and Background | 6 |
| Board Skills Matrix | 7 |
| Governance Highlights | 8 |
| PROPOSAL 1—Election of Eleven Director Nominees to Our Board of Directors | 10 |
| PROPOSAL 2—Approval, on an Advisory Basis, of Named Executive Officer Compensation | 22 |
| PROPOSAL 3—Ratification of the Appointment of Ernst & Young LLP (“EY”) as Our Independent Registered Public Accountant | 24 |
| Independent Registered Public Accountant Services and Related Fee Arrangements | 24 |
| Report of the Audit Committee | 25 |
| Corporate Governance | 27 |
| Director Independence | 27 |
| Board Leadership Structure | 28 |
|---|---|
| Majority Voting for Directors | 29 |
| Board Oversight of Risk | 29 |
| Oversight of Strategy | 31 |
| Oversight of Corporate Responsibility and Sustainability Matters | 31 |
| Code of Ethics, Code of Conduct and Corporate Governance Guidelines | 31 |
| Related Person Transactions | 31 |
| Communication with the Board | 32 |
| Board and Committees | 33 |
| Board Refreshment | 37 |
| Board Tenure | 37 |
| 2025 Non-Employee Director Compensation | 39 |
| Non-Employee Director Compensation Highlights | 39 |
| Non-Employee Director Retainer and Meeting Fees | 39 |
| 2025 Non-Employee Director Compensation Table | 40 |
| Fully Vested Deferred Shares | 41 |
| Ownership of Avient Shares | 42 |
| Beneficial Ownership of Our Common Shares | 42 |
| Stock Ownership Guidelines for Non-Employee Directors | 43 |
| Compensation Discussion and Analysis | 45 |
| Executive Summary | 45 |
| Executive Compensation Philosophy and Objectives | 47 |
| What We Pay and Why: Elements of Compensation | 49 |
| Other Aspects of Our Compensation Programs | 59 |
| Executive Compensation | 64 |
| 2025 Summary Compensation Table | 64 |
| 2025 Grants of Plan-Based Awards | 67 |
| Outstanding Equity Awards at 2025 Fiscal Year-End | 69 |
| 2025 Option Exercises and Stock Vested | 70 |
| 2025 Non-Qualified Deferred Compensation | 70 |
| Potential Payments Upon Termination or Change of Control | 72 |
| CEO Pay Ratio Disclosure | 76 |
| Pay Versus Performance Disclosure | 77 |
| Compensation Committee Interlocks and Insider Participation | 81 |
| Risk Assessment of the Compensation Programs | 81 |
|---|---|
| Compensation Committee Report | 81 |
| Miscellaneous Provisions | 82 |
| Appendix A | 85 |
In this proxy statement, statements that are not reported financial results or other historical information are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements give current expectations or forecasts of future events and are not guarantees of future performance. They are based on management’s expectations that involve a number of business risks and uncertainties, any of which could cause actual results to differ materially from those expressed in or implied by the forward-looking statements. You can identify these statements by the fact that they do not relate strictly to historic or current facts. They use words such as “will,” “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe” and other words and terms of similar meaning in connection with any discussion of future operating or financial condition, performance and/or sales. In particular, these include statements relating to future actions; prospective changes in raw material costs, product pricing or product demand; future performance; estimated capital expenditures; results of current and anticipated market conditions and market strategies; sales efforts; expenses; the outcome of contingencies such as legal proceedings and environmental liabilities; and financial results. Factors that could cause actual results to differ materially from those implied by these forward-looking statements include, but are not limited to:
disruptions, uncertainty or volatility in the global credit markets that could adversely impact the availability of credit already arranged and the availability and cost of credit in the future;
the effect on foreign operations of currency fluctuations, tariffs and other political, economic and regulatory risks;
disruptions or inefficiencies in our supply chain, logistics, or operations;
changes in laws and regulations in jurisdictions where we conduct business, including with respect to plastics and climate change;
changes to foreign trade policy, including new or increased tariffs and changing import/export regulations;
fluctuations in raw material prices, quality and supply, and in energy prices and supply;
demand for our products and services;
production outages or material costs associated with scheduled or unscheduled maintenance programs;
unanticipated developments that could occur with respect to contingencies such as litigation and environmental matters;
our ability to pay regular quarterly cash dividends and the amounts and timing of any future dividends;
information systems failures, cybersecurity breaches and cyberattacks;
our ability to service our indebtedness and restrictions on our current and future operations due to our indebtedness;
amounts for cash and non-cash charges related to restructuring plans that may differ from original estimates, including because of timing changes associated with the underlying actions;
other factors affecting our business beyond our control, including without limitation, changes in the general economy, changes in interest rates, changes in the rate of inflation, geopolitical conflicts, and any recessionary conditions; and
other factors described in our Annual Report on Form 10-K for the year ended December 31, 2025 under Item 1A, “Risk Factors.”
We cannot guarantee that any forward-looking statement will be realized, although we believe we have been prudent in our plans and assumptions. Achievement of future results is subject to risks, uncertainties and assumptions. Should known or unknown risks or uncertainties materialize, or should underlying assumptions prove inaccurate, actual results could vary materially from those anticipated, estimated or projected. Investors should bear this in mind as they consider forward-looking statements. We undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise, except as otherwise required by law. You are advised, however, to consult any further disclosures we make on related subjects in our reports on Forms 10-Q, 8-K and 10-K filed with the Securities and Exchange Commission. You should understand that it is not possible to predict or identify all risk factors. Consequently, you should not consider any such list to be a complete set of all potential risks or uncertainties.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.