(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

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•

Refreshment of Long-Term Incentive Program. During the 2017 grant cycle, the Compensation & Corporate Governance Committee refreshed the design of the long-term incentive program for executive officers to more closely align with the Company’s strategic plans and with best practices for these programs. The changes for the named executive officers are described in detail in the Compensation Discussion & Analysis section of the proxy statement.

•

Board Committee Reorganization. During fiscal 2017, OMNOVA Board of Directors reorganized its committees, moving from two committees to four committees, each having a specialized focus and area of oversight. This reorganization has facilitated a broader and deeper engagement by the committees in their respective areas of oversight, and provided each committee additional time to devote to engagement with management on each topic.

•	Annual, Peer-Driven Evaluations for Each Director. In the past, only current directors who intended to stand for re-election at the next annual meeting were evaluated by their peers. Beginning in 2017, each director is evaluated by his or her peers, and receives constructive feedback on strengths and areas for improvement.

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1.	To elect the three directors named in the proxy statement to serve for three-year terms expiring at the 2021 annual meeting of shareholders of OMNOVA

2.	To ratify the appointment of Ernst & Young LLP as independent auditors of OMNOVA for the fiscal year ending November 30, 2018

3.	To approve, on an advisory basis, OMNOVA’s named executive officer compensation

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•	Delivering 2017 Adjusted Diluted Earnings per Share* of $0.56 per share, improved from $0.50 in 2016.

•	Continuing to deliver against the Company’s key strategic initiatives, with four quarters of growth in the Company’s specialty businesses and a 3.5% year-over-year increase in specialty volumes, with strength in the Company’s coatings, laminates & films, elastomeric modifiers, and oil & gas business lines.

•	Generating 75% of 2017 fiscal year Adjusted Segment Operating Profit* from specialty businesses.

•	Improving the Company’s Net Leverage Ratio* from 3.6x in 2016 to 3.2x through improved cash generation and working capital management, and Adjusted Segment Operating Profit* growth.

•	Continuing to develop a robust innovation pipeline, poised to fuel profitable future specialty growth.

(*)	“Adjusted Diluted Earnings per Share”, “Adjusted Segment Operating Profit”, and “Net Leverage Ratio” are non-GAAP financial measures. A reconciliation of GAAP to these non-GAAP financial measures can be found in Annex D, attached hereto.

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•	All Board members, other than Ms. Noonan, are independent in accordance with the New York Stock Exchange listing standards and OMNOVA’s Corporate Governance Guidelines

•	Separate independent Chairman and Chief Executive Officer roles

•	Majority voting in uncontested elections of directors

•	Regularly scheduled executive sessions at each Board and Board committee meeting

•	Standing Board committees consisting solely of independent directors

•	Board members with broad and extensive executive leadership, financial, and industry experience

•	Active Board leadership in the oversight of enterprise risks, including compensation risks

•	Comprehensive annual peer assessments of every director and the Chairman of the Board

•	Comprehensive self-assessments of the full Board and each Board committee

•	Comprehensive evaluation process for the Chief Executive Officer, lead by the Compensation & Organization committee

•	Share ownership and holding requirements for executive officer and directors

•	Prohibition of hedging or pledging of OMNOVA securities by directors, executive officers, and employees

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•	integrity, mature judgment, and effective decision making;

•	management and/or leadership experience, preferably in a senior leadership role with a publicly-traded organization or a complex, well-recognized organization (private, non-profit, governmental, scientific, or educational);

•	a high level of professional or business expertise relevant to OMNOVA;

•	the willingness and ability to serve at least one full term and to commit the time and effort to prepare for and participate in Board and committee meetings;

•	the willingness and ability to represent all shareholders of the Company, rather than a special interest or constituency;

•	the willingness and ability to balance interests of all of the Company’s stakeholders, including its shareholders, employees, customers, local communities, and the general public;

•	the ability to think independently while participating constructively in the Board process;

•	the willingness to become a shareholder of the Company (if not one already) and to comply with the Company’s share ownership guidelines;

•	the willingness to comply with the Company’s Corporate Governance Guidelines and Business Conduct Policies; and

•	a lack of conflicts with OMNOVA, including business conflicts and conflicts that may affect the director’s ability to dedicate appropriate time and attention to OMNOVA and its shareholders.

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•	recognizes the achievement of specific short-term and long-term strategic and financial goals;

•	provides a market-competitive total pay opportunity;

•	emphasizes variable and performance-based compensation opportunities;

•	subjects a significant portion of compensation to long-term vesting; and

•	does not encourage unnecessary or excessive risk taking.

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(1)	Consistent with the Retirement Policy set forth in the Company’s Corporate Governance Guidelines, Mr. Stefanko is not being nominated for re-election to the Board this year, but continue to serve until the Annual Meeting as a director and member of the Audit Committee.

(2)	Additionally, the Compensation & Corporate Governance Committee, which was retired in March 2017, met four times and the full Board met seven times during fiscal 2017.

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•	The Audit Committee oversees internal audit, financial reporting, compliance, and legal risks, and the implementation, management, and evaluation of appropriate internal controls.

•	The Compensation & Organization Committee oversees risks related to OMNOVA’s compensation policies and practices.

•	The Nominating & Corporate Governance Committee oversees risks related to current and emerging governance practices.

•	The Safety, Health, Environmental & Security Committee has oversight responsibility for the Company’s safety, environmental, health, and security risks. Additionally, the committee provides oversight, guidance, and support to management in structuring the Company’s enterprise risk management program.

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(1)

Amounts reported as “Stock Awards” reflect the grant date fair value of restricted share units awards calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“FASB ASC Topic 718”). See Note O to the Consolidated Financial Statements contained in our 2017 Annual Report for an explanation of the assumptions made in valuing these awards.

(2)

Includes an additional retainer in respect of Board Chairman or Board committee chair responsibilities as follows: Janet Plaut Giesselman, $12,500 for service as chair of the Compensation & Organization Committee; Michael J. Merriman, $7,500 for service as chair of the Nominating & Corporate Governance Committee; Steven W. Percy, $15,000 for service as chair of the Audit Committee; Larry B. Porcellato, $7,500 for service as chair of the Safety, Health, Environmental & Security Committee; William R. Seelbach, $70,000 for service as Chairman of the Board of Directors.

(3)

In February 2000, the Board froze its Retirement Plan for Non-Employee Directors. Mr. Percy is the only currently-serving director who participated in this plan prior to the freeze and, in accordance with an election made at the time the plan was frozen, he has not accrued any additional service benefit since February 2000. The value of the benefit under the plan is based solely on the director’s tenure with the Board and the amount of the annual cash and equity retainer payable to directors at the time the benefit is paid. Therefore, the amount of the potential benefit is only subject to change in years where there is an overall change to directors’ compensation. Because there was a change to director compensation for the 2017 fiscal year, this column reflects the change in the value of Mr. Percy’s benefit under the plan during the 2017 fiscal year.

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(1)	This column includes each director’s or executive officer’s holdings or beneficial ownership of OMNOVA common shares and OMNOVA restricted common shares, as well as OMNOVA common shares held by executive officers in the OMNOVA Solutions Inc. Employee Share Purchase Plan or the OMNOVA common share stock fund of OMNOVA Solutions Retirement Savings Plan.

(2)

Restricted share units are granted annually to executives and to non-employee directors under OMNOVA’s 2017 Equity Incentive Plan. For executive officers, only restricted share units that are scheduled to vest within 60 days of the record date, Monday, January 22, 2018, are considered “beneficially owned” for purposes of this table. For more information concerning executive compensation, please see the discussion under the heading “Compensation Discussion & Analysis” beginning on page 21 of this proxy statement. For more information about director compensation, please see page 15 of this proxy statement.

(3)	The amounts reported in this column do not include shares that are committed for payment in cash upon vesting or distribution. Shares excluded for those reasons include shares held by directors under the Directors Deferred Compensation Plan and performance shares granted to executive officers under OMNOVA’s Long-Term Incentive Plan that are committed for payment in cash.

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(4)	The percentages reported in this column for each of OMNOVA’s directors, executive officers, and holders of more than 5% of OMNOVA common shares are based on OMNOVA’s 44,809,851 outstanding common shares on the record date, January 22, 2018.

(5)	Mr. Austin separated from the Company and was no longer an executive officer effective as of January 11, 2018. Per SEC requirement, Mr. Austin’s beneficial ownership is reported as of January 11, 2018. His ownership is excluded from the row “All 15 Directors and Executive Officers as a group” as he was not an executive officer of the Company on January 22, 2018.

(6)

The amounts reported for Mr. Mitarotonda under the “Common and Restricted Shares” column include 944,454 shares held directly by Barington Companies Equity Partners, L.P. (“Barington Equity”), and 65,684 shares held in the account of MSF Partners, LLLP (“MSF Account”), for which Barington Companies Investors, LLC (“Barington Investors”) serves as investment adviser. Mr. Mitarotonda is the sole stockholder of LNA Capital Corp. (“LNA”), the general partner of Barington Capital Group L.P. (“Barington Capital”), which is in turn the majority member of Barington Investors. Barington Investors serves as the general partner of Barington Equity. Accordingly, each of Mr. Mitarotonda, LNA, Barington Investors, and Barington Capital may be deemed to have sole power to vote and dispose of the shares owned by Barington Equity and the shares held in the MSF Account. Barington Equity may be deemed to have sole power to vote and dispose of the shares it owns directly. Mr. Mitarotonda disclaims beneficial ownership of any such shares except to the extent of his pecuniary interest therein.

(7)

Based solely upon information contained in the Schedule 13F-HR filed by the Royal Bank of Canada (“RBC”) with the Securities and Exchange Commission on November 14, 2017. RBC reported that as of September 30, 2017, it had (a) shared investment discretion with RBC Global Asset Management (U.S.) for 4,801,134 shares, for which it had shared voting authority over 3,311,148 shares, and no voting authority over the remaining 1,489,986 shares, and (b) shared investment discretion with RBC Capital Markets, LLC for, and sole voting authority, over 4 shares. The reported address of RBC is 200 Bay Street, Toronto, Canada, A6 M5J2J5.

(8)

Based solely upon information contained in the Schedule 13F-HR filed by Wellington Management Group LLP (“Wellington”) with the Securities and Exchange Commission on November 13, 2017. Wellington reported that as of September 30, 2017, it had (a) shared investment discretion with Wellington Management Company LLP over 3,607,991 shares, of which it had shared voting authority over 2,838,311 shares and no voting authority over the remaining 769,680 shares, (b) shared investment discretion and voting authority with Wellington Trust Company, NA and Wellington Management Company LLP over 732,021 shares, and (c) shared investment discretion with Wellington Management International Ltd. for, but no voting authority over, 93,317 shares. The reported address of Wellington is 280 Congress Street, Boston, MA 02210.

(9)

Based solely upon information contained in the Schedules 13F-HR filed with the Securities and Exchange Commission on November 14, 2017 by each of BlackRock, Inc., BlackRock Advisors, LLC, BlackRock Fund Advisors, BlackRock Investment Management, LLC, BlackRock Group Limited, and BlackRock Institutional Trust Company, N.A. The entities reported their beneficial ownership of OMNOVA common shares as follows, as of September 30, 2017: (a) BlackRock, Inc. had (i) sole investment discretion over 10,176 shares, of which it had sole voting authority over 6,223 shares, and no voting authority over the remaining 3,953 shares; (b) BlackRock Advisors, LLC had sole investment discretion and voting authority over 145,197 shares; (c) BlackRock Fund Advisors had sole investment discretion and voting authority over 1,413,460 shares; (d) BlackRock Investment Management, LLC had sole investment discretion and voting authority over 161,171 shares; (e) BlackRock Group Limited had sole investment discretion over 71,975 shares, of which it had sole voting authority over 20,734 shares and no voting authority over 51,241 shares; and (f) BlackRock Institutional Trust Company, N.A. had sole investment discretion over 1,588,049 shares, of which it had sole voting authority over 1,499,865 shares, and no voting authority over 88,184 shares. BlackRock, Inc. specifically disclaims investment discretion over the holdings reported by its subsidiaries. The reported address of BlackRock Inc. is 55 East 52nd Street, New York, NY 10022.

(10)

Based solely upon information contained in the Schedule 13F-HR filed by Bank of New York Mellon Corporation (“BNYM”) with the Securities and Exchange Commission on November 6, 2017. BNYM reported that as of September 30, 2017, it had (a) shared investment discretion with The Bank of New York Mellon, and sole voting authority, over 306,695 shares; (b) shared investment discretion with The Boston Company Asset Management, LLC, and sole voting authority, over 979,881 shares; (c) shared investment discretion with The Dreyfus Corporation, and sole voting authority, over 1,427,710 shares; (d) shared investment discretion with Mellon Capital Management Corporation over 61,822 shares, of which it had sole voting authority over 23,487 shares and no voting authority over the remaining 38,335 shares, and (e) shared investment discretion with BNY Mellon Capital Markets, LLC, and sole voting authority, over 328 shares. The reported address of BNYM is 225 Liberty Street, New York, NY 10286.

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•	establishes a straightforward and transparent connection between incentive compensation opportunities and the short-term and long-term performance of the Company;

•	is market-competitive and reasonable; and

•	contributes to attracting and retaining high-caliber executives who can contribute to the Company’s success.

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(1)	Mr. Moore was not an executive officer at the time the performance shares were granted for the 2016-2017 Period.

(2)	The cash settlement value of the performance shares earned by the Named Executive Officers was determined by multiplying the number of earned performance shares by OMNOVA’s common share price for the final thirty trading days of the 2016-2017 Period ($10.94).

(3)

Ms. Noonan’s performance shares were granted based on her salary at the time of grant (when she was President of the Company’s former Performance Chemicals segment). Accordingly, the cash value of her earned performance shares as a percentage of base salary is less than the other participating Named Executive Officers (due to the increase in her salary when she became Chief Executive Officer on December 1, 2016).

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•	further align the interests of the Named Executive Officers to those of the Company’s shareholders by linking a component of compensation directly to OMNOVA’s share price;

•	help ensure that the Named Executive Officers establish and maintain robust share ownership positions; and

•	establish a strong incentive for the Named Executive Officers to remain with the Company over the long term.

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(1)	In establishing the compensation peer group for 2017, the Committee removed certain prior peers as follows: OM Group and Zep Inc., each of which had been acquired, H.B. Fuller due to its disproportionate size on various metrics relative to OMNOVA, and Kronos Worldwide due to its dissimilar ownership structure.

(2)	These companies were acquired and taken private during 2017.

(3)	Based on publicly available data (September 2017), excluding Chemtura Corporation and AEP Industries. OMNOVA information is provided as of November 30, 2017.

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•	Segment Operating Profit means Adjusted Segment Operating Profit as reported by management in the GAAP to non-GAAP reconciliation tables it presents in its quarterly and annual earnings releases, excluding the impact of inventory revaluations and last-in-first-out (“LIFO”) reserve adjustments. (non-GAAP measure)

•	Earnings Before Interest and Taxes (“EBIT”) means Consolidated Adjusted EBIT as reported by management in the GAAP to non-GAAP reconciliation tables it presents in its quarterly and annual earnings releases, excluding the impact of inventory revaluations and LIFO reserve adjustments. (non-GAAP measure)

•	Earnings per share (“EPS”) means Adjusted Diluted Earnings Per Share from Continuing Operations as reported by management in the GAAP to non-GAAP reconciliation tables it presents in its quarterly and annual earnings releases. (non-GAAP measure)

•	Return on Assets Employed (“ROAE”) means Segment Operating Profit (as defined above) less corporate and interest expense, tax effected at a normalized 30% rate, plus interest expense, divided by assets employed, adjusted to exclude certain one-time items to normalize the asset base in the second year of the two-year measurement period for which ROAE is being measured. (non-GAAP measure)

•	Return on Invested Capital (“ROIC”) means Adjusted Net Operating Profit After Taxes as reported by management in the GAAP to non-GAAP reconciliation tables it presents in its quarterly and annual earnings releases, divided by the sum of total shareholders equity and debt. (non-GAAP measure)

•

Relative Total Shareholder Return (“Relative TSR”) means the change in the Company’s average common share price during a performance measurement period, ranked against the change in the common share price of each company within the Company’s comparison group during the performance measurement period. Average common share price means: (1) with respect to the beginning of the performance period, the average common share price of OMNOVA or a comparison company during the thirty-trading days immediately preceding the start of the performance measurement period; and (2) with respect to the end of the performance period, the average common share price of OMNOVA or a comparison company during the last thirty-trading days of the performance measurement period.

•

Weighted Working Capital Days means the sum of the weighted monthly working capital days for the fiscal year. Monthly working capital days are (1) net accounts receivable divided by the trailing 90 days’ net sales, plus (2) net inventory excluding LIFO divided by the trailing 90 days’ cost of goods sold, less (3) trade accounts payable divided by the trailing 90 days’ cost of goods sold. The weight (for each month) is 3.33% for the first quarter, 6.66% for the second quarter, 10% for the third quarter, and 13.33% for the fourth quarter (totaling 100% for the fiscal year). The sum of the results for each of the monthly calculations will result in the Weighted Working Capital Days for the fiscal year. (non-GAAP measure)

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(1)	Ms. Noonan became the Company’s President and Chief Executive Officer on December 1, 2016, the beginning of the Company’s 2017 fiscal year.

(2)	Amounts reported as “Bonus” for 2017 for Mr. Moore include the vesting of a deferred new hire cash bonus that was granted to him in 2015 and vested during the 2017 fiscal year. The award for Mr. Moore is discussed in more detail in the Compensation Discussion & Analysis beginning on page 21 of this proxy statement.

(3)

Amounts reported as “Stock Awards” for 2017 reflect the grant date fair value of stock awards calculated in accordance with FASB ASC Topic 718, based on the probable outcome of any applicable performance conditions and disregarding possible forfeitures. See Note O to the Consolidated Financial Statements contained in our 2017 Annual Report for an explanation of the assumptions made in valuing awards of restricted shares.

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(4)

Amounts reported in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column reflect the year-over-year change in the present value of amounts to be paid at normal retirement age for Mr. LeMay under the Company’s Consolidated Pension Plan and its associated Pension Benefits Restoration Plan. The Consolidated Pension Plan and the Pension Benefits Restoration Plan were frozen to all new participants, including the Named Executive Officers, in 2004, and the accrual of additional benefits was frozen beginning in 2009, as described in the narrative to the 2017 pension benefits table on page 46 of this proxy statement. All amounts accrued by OMNOVA with respect to the Salaried Plan after June 1, 2009 reflect the impact of actuarial adjustments due to, for example, changes in applicable mortality tables and interest rates. Such amounts do not represent an increase in the accrued benefit that will actually become payable to a participant at normal retirement age. No above market or preferential earnings were paid to any Named Executive Officer on nonqualified deferred compensation.

(5)	Amounts reported in the “All Other Compensation” column are set forth in the 2017 components of all other compensation table below.

(1)	Amounts in this columns consist of OMNOVA’s matching contributions to the qualified OMNOVA Retirement Savings Plan and the nonqualified OMNOVA Retirement Savings Benefits Restoration Plan. For more information about these plans, see pages 33 and 47 of this proxy statement.

(2)	Amounts in this column include (a) premiums of $14,765 paid by OMNOVA for a $4 million life insurance policy for Ms. Noonan pursuant to the terms of her employment agreement and (b) for all of the Named Executive Officers (including Ms. Noonan), 100% of the premium for a $100,000 life insurance benefit paid by the Company on their behalf.

(3)

Amounts reported in this column for the Named Executive Officers reflect Company paid or reimbursed costs for financial, tax, and estate planning services, executive physicals, and expenses related to attendance at the Company’s annual Circle of Excellence sales leadership event. For Ms. Noonan, this column also includes the value of relocation benefits paid to her during the 2017 fiscal year consistent with OMNOVA’s standard relocation practices and policies. Mr. Moore did not receive perquisites or personal benefits during the 2017 fiscal year that exceeded $10,000. For more information, see page 33 of this proxy statement under the heading “Perquisites.”

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(1)

Amounts reported in these columns reflect annual incentive opportunities under OMNOVA’s Annual Incentive Plan for each of the Named Executive Officers for the fiscal year 2017. Bonuses for threshold, target, or maximum performance would result in a plan payout equal to 50%, 100%, or 200% of base salary, respectively, for Ms. Noonan, and 30%, 60%, or 120% of base salary, respectively, for each of the other Named Executive Officers. The actual bonus earned by the Named Executive Officers are reflected in the 2017 summary compensation table on page 41 of this proxy statement.

(2)

Amounts reported in these columns reflect the number of performance shares that each of the Named Executive Officers could receive at threshold, target, or maximum performance for (a) a grant of performance shares covering the three-year performance period that began on December 1, 2016 and ends November 30, 2019 (the “2017-2019 performance shares”, and (b) a one-time “bridge” grant of performance shares covering the two-year performance period that began on December 1, 2016 and ends November 30, 2018 (the “2017-2018 performance shares”). Each of these grants is discussed in detail under the heading “Compensation Discussion & Analysis” beginning on page 21 of this proxy statement. The 2017-2019 performance share grants for threshold, target, or maximum performance are equal to 60%, 125%, or 200% of base salary, respectively, for Ms. Noonan, and 25%, 50%, or 100% of base salary for the other Named Executive Officers. The 2017-2018 performance share grants were granted at half of the threshold, target, or maximum performance grant amounts for the 2017-2019 performance shares. The value of each award for threshold, target, and maximum performance was converted into an equivalent number of book-entry shares that track the price of OMNOVA common shares. The price at which the awards were converted to book-entry performance shares was based on the thirty-day average closing price of OMNOVA common shares for the first thirty trading days of the performance period ($9.43), rounded to the nearest hundred shares. The Committee determined that these shares would ultimately be paid in cash based upon measured performance.

(3)	Amounts reported in this column reflect the number of restricted share units granted to each of the Named Executive Officers on February 9, 2017, which generally vest in full three years from the grant date.

(4)

Amounts reported in this column represent the aggregate grant date fair value of each applicable equity or equity-based award granted during the 2017 fiscal year. The grant date fair value is based on the price per OMNOVA common share on February 9, 2017 ($8.60), multiplied by (a) in the case of restricted share units grants, the amount of restricted share units actually granted, or (b) in the case of performance share grants, the target number of performance shares granted. The accounting assumptions used in calculating the grant date fair value for the equity awards are described in Note O to the Consolidated Financial Statements contained in our 2017 Annual Report.

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(1)	Amounts reported in this column reflect the aggregate number of restricted shares and restricted share units outstanding as of November 30, 2017. The amounts and vesting dates for the various restricted shares and restricted share units grants included in this column are shown in the following table.

(2)	Amounts reported in this column reflect the aggregate number of performance shares outstanding as of November 30, 2017 (based on the Company’s assessment that performance was higher than threshold but not in excess of target performance as of that date). The amounts and vesting dates for the performance shares included in this column are shown in the following table.

(3)	Amounts reported in this column reflect the aggregate value of the performance shares outstanding on November 30, 2017, multiplied by the closing price per OMNOVA common share on November 30, 2017 ($10.70).

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(1)

Ms. Noonan received a grant of restricted shares on September 22, 2014 in connection with her hire that vested on September 22, 2017. Mr. DeSantis also received a grant of restricted shares on June 17, 2014 in connection with his hire, which vested on June 17, 2017. Messrs. LeMay and Austin each received a grant of restricted shares on January 22, 2014 that vested on January 22, 2017. Additionally, each of the Named Executive Officers earned 2016-2017 performance shares based on performance during the performance measurement period of December 1, 2015 to November 30, 2017. The cash value of the earned performance shares was certified by the Compensation & Organization Committee of the Board on January 17, 2018.

(2)

The value of the restricted shares which vested for each of the Named Executive Officers was based on the closing price per OMNOVA common share on the respective vesting date. Those closing prices are as follows: for Ms. Noonan, $9.10; for Messrs. LeMay and Austin, $9.10; for Mr. DeSantis, $8.75. The earned 2016-2017 performance shares were settled entirely in cash, based on the average trading price per OMNOVA common share for the thirty trading days ending November 30, 2017 ($10.94).

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(1)	The amounts reflected in this column were calculated as of November 30, 2017, assuming a normal retirement age of 65 years and using the same assumptions employed for financial reporting purposes under Accounting Standards Codification Topic 715. These assumptions are described in Note O of the Notes to Consolidated Financial Statements included in the Company’s 2017 Annual Report.

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(1)	Amounts reported in this column are included in the 2017 summary compensation table under the “Salary” column.

(2)	Amounts reported in this column are included in the 2017 summary compensation table under the “All Other Compensation” column.

(3)	Amounts reported in this column are not reflected in the 2017 summary compensation table because the earnings were neither preferential nor above-market.

(4)	Amounts reported in this column reflect the total ending account balance (including executive and OMNOVA contributions) at November 30, 2017 for each Named Executive Officer.

(5)

All nonqualified executive contributions and OMNOVA contributions included in this column are also included in the current-year compensation presented in the 2017 summary compensation table under the “Salary” and “All Other Compensation” columns, respectively. The aggregate amount of this balance that has been included as compensation for each of the Named Executive Officers in the summary compensation tables of prior years is:

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(1)	“Retirement” includes a Named Executive Officer’s separation from employment (a) at or after age sixty-five or (b) at or after fifty-five years of age with at least ten years of service with OMNOVA . "Change of Control Termination" means involuntary termination (and for Ms. Noonan and Mr. LeMay, a resignation for “good reason") within two years after a change of control.

(2)	The “Other Benefits” row in the following tables assumes outplacement service costs of $25,000, medical insurance premiums of $23,688, dental insurance premiums of $1,260, and one year of the annual life insurance premiums reported in the 2017 components of all other compensation table for each Named Executive Officer.

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(1)	Ms. Noonan did not meet the eligibility criteria for Retirement as of November 30, 2017.

(2)

Ms. Noonan’s Chief Executive Officer Employment Agreement provides that she is entitled to the same benefits as an “Involuntary, Not For Cause” termination if she voluntarily resigns from the Company as a result of, among other reasons, her no longer reporting directly and solely to the Board, a material reduction in her duties, responsibilities or title, and certain reductions to her compensation program (“Good Reason”). If Ms. Noonan otherwise voluntarily resigned at November 30, 2017, she would receive the amounts set forth in the column “Resignation.”

(3)

Upon Ms. Noonan’s Involuntary, Not for Cause separation (or her resignation for Good Reason), Ms. Noonan’s severance pay would equal two times the sum of her (a) annual base salary and (b) her target incentive opportunity for the current fiscal year. Upon a Change of Control Termination, she would receive severance pay equal to three times her (a) annual base salary and (b) her target incentive opportunity for the current fiscal year.

(4)	The values for time-based equity and performance shares are estimated based on OMNOVA’s common share closing price on November 30, 2017 ($10.70). For prorated performance shares, target performance is assumed through the period. For this disclosure, the “Involuntary, Not For Cause” scenario assumes the Committee would approve payment for incomplete performance periods.

(5)	Upon (a) an Involuntary, Not for Cause separation (including her resignation for Good Reason), or (b) a Change of Control Termination, Ms. Noonan would continue receiving health and welfare benefits for twenty four months.

(1)	Mr. DeSantis did not meet any eligibility criteria for Retirement as of November 30, 2017.

(2)	The values for time-based equity and performance shares are estimated based on OMNOVA’s common share closing price on November 30, 2017 ($10.70). For prorated performance shares, target performance is assumed through the period. For this disclosure, the “Involuntary, Not For Cause” scenario assumes the Committee would approve payment for incomplete performance periods.

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(1)

Upon a Change of Control Termination, Mr. LeMay’s Amended and Restated Severance Agreement provides for a lump-sum severance payment equal to three times the sum of his (a) annual base salary and (b) an incentive pay amount not less than the greater of (i) the average bonus paid to him during the three fiscal years preceding the Change of Control Termination and (ii) 75% of his maximum bonus opportunity for the current fiscal year.

(2)

Under the terms of OMNOVA’s Third Amended and Restated 1999 Equity Incentive Plan and 2017 Equity Incentive Plan, if Mr. LeMay satisfied the criteria for Retirement on the date of his separation for any reason, time-based equity held by him would be accelerated (or in the case of the 2017 Equity Incentive Plan, continue vesting) as though the separation were a Retirement. As of November 30, 2017, Mr. LeMay satisfied all criteria for Retirement. The values for time-based equity and performance shares are estimated based on OMNOVA’s common share closing price on November 30, 2017 ($10.70). For prorated performance shares, target performance is assumed for the performance period.

(3)	All scenarios assume Mr. LeMay would receive payment for incomplete performance periods, due to his satisfaction of all criteria for Retirement under the terms of the Company’s performance share agreements.

(4)	Upon a Change of Control Termination, Mr. LeMay would receive three years of health and welfare benefits ($75,618), two years of financial planning assistance ($31,550), and up to one year of outplacement assistance (the expense of which may not to exceed 20% of his pre-separation annual base salary – $75,100).

(5)

Upon a Change of Control Termination, Mr. LeMay’s Amended and Restated Severance Agreement provides that if the compensation or benefits enhancements to be paid to him, in addition to all other payments to which he may be entitled, constitutes an “excess parachute payment” under certain tax laws (including Section 280G of the Internal Revenue Code), OMNOVA will gross-up the payments so he receives the same after-tax compensation he would have received but for the application of the tax laws. The Committee considers one-third of Mr. LeMay’s severance pay as consideration for a three-year non-compete covenant imposed as a condition to his severance payment; the exact value of the non-compete would ultimately be determined at the time of the separation. If taxing authorities concluded that the entire amount of Mr. LeMay’s severance pay was includable when determining whether an “excess parachute payment” was made for Section 280G purposes, Mr. LeMay would be entitled to a gross-up payment equal to $319,389.

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(1)	Mr. Austin did not meet the eligibility criteria for Retirement as of November 30, 2017.

(2)

The Company announced in a Form 8-K filed January 12, 2018 that Mr. Austin’s position had been eliminated and that he would be leaving the Company. The position elimination constituted an “Involuntary, Not For Cause” separation under the terms of the Company’s Corporate Officers’ Severance Plan. In addition to the benefits provided under that plan, upon noting that Mr. Austin was within a few months of qualifying for “Retirement” under the Company’s various incentive and benefits plans, the Committee (a) approved the acceleration of Mr. Austin’s outstanding time-based equity awards consistent with its authority under the Company’s Third Amended and Restated 1999 Equity and Performance Incentive Plan and (b) granted to Mr. Austin a $60,000 lump sum payment to assist him with the costs of COBRA benefits once his medical continuation under the Corporate Officers’ Severance Plan expires.

(3)	The values for time-based equity and performance shares are estimated based on OMNOVA’s common share closing price on November 30, 2017 ($10.70). For prorated performance shares, target performance is assumed through the period. For purposes of this disclosure, the “Involuntary, Not For Cause” scenario assumes the Committee would approve payment for incomplete performance periods.

(1)	Mr. Moore did not meet the eligibility criteria for Retirement as of November 30, 2017.

(2)	The values for time-based equity and performance shares are estimated based on OMNOVA’s common share closing price on November 30, 2017 ($10.70). For prorated performance shares, target performance is assumed through the period. For this disclosure, the “Involuntary, Not For Cause” scenario assumes the Committee would approve payment for incomplete performance periods.

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(1)

Aggregate fees billed for professional services in connection with the integrated audit of OMNOVA’s annual financial statements for the fiscal years ended November 30, 2017 and November 30, 2016, respectively, reviews of financial statements included in OMNOVA’s Forms 10-Q during fiscal years 2017 and 2016, respectively, foreign statutory audits performed in accordance with local requirements for OMNOVA’s foreign subsidiaries during fiscal years 2017 and 2016, and audits of OMNOVA’s internal controls over financial reporting for fiscal years 2017 and 2016.

(2)	Aggregate fees billed for assurance and related services and accounting diligence services that are reasonably related to the performance of the audits or review of OMNOVA’s financial statements.

(3)	Aggregate fees billed for tax services. These services consisted of tax compliance, preparation and planning services provided to certain domestic and foreign subsidiaries of OMNOVA during fiscal years 2017 and 2016.

(4)	Aggregate fees billed for permitted products and services other than those described above. These services consisted of information technology-related services that are not related to the performance of audits or review of OMNOVA’s financial statements.

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