Shareholder Vote

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549   FORM 8-K   CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2023     STEPAN COMPANY (Exact name of Registrant as Specified in Its Charter)     Delaware 1-4462 36-1823834 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)           1101 Skokie Boulevard Suite 500   Northbrook , Illinois   60062 (Address of Principal Executive Offices)   (Zip Code)   Registrant’s Telephone Number, Including Area Code: 847 446-7500     (Former Name or Former Address, if Changed Since Last Report)   Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class   Trading Symbol(s)   Name of each exchange on which registered Common Stock, $1 par value   SCL   The New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐     Item 5.07 Submission of Matters to a Vote of Security Holders.   Stepan Company (“Stepan”) held its Annual Meeting of Stockholders on April 25, 2023 (the “Annual Meeting”). At the Annual Meeting, there were 20,479,474 shares of Stepan’s common stock represented to vote either in person or by proxy, which represented a quorum. Stockholders voted on the following matters at the Annual Meeting: (1) election of two nominees to serve as directors until the annual meeting of stockholders to be held in 2026; (2) an advisory vote to approve the compensation of Stepan’s named executive officers; (3) an advisory vote on the frequency of voting on the compensation of Stepan’s named executive officers; and (4) ratification of the appointment of Deloitte & Touche LLP as Stepan’s independent registered public accounting firm for fiscal year 2023.     Set forth below are the matters acted upon at the Annual Meeting and final voting results on each such matter as reported by Stepan’s inspector of elections.     Proposal 1: Election of Directors   NAME FOR AGAINST ABSTAIN BROKER NON-VOTES Joaquin Delgado 17,385,957 1,374,259 8,485 1,710,771 F. Quinn Stepan, Jr. 16,654,489 2,106,200 8,013 1,710,771   Proposal 2: Advisory Vote to Approve the Compensation of Stepan’s Named Executive Officers   FOR AGAINST ABSTAIN BROKER NON-VOTES 18,382,427 354,211 32,063 1,710,771   Proposal 3: Advisory Vote on the Frequency of Voting on the Compensation of Stepan’s Named Executive Officers   1 YEAR 2 YEARS 3 YEARS ABSTAIN BROKER NON-VOTES 17,360,600 125,071 1,186,872 96,158 1,710,771   In light of the vote as to how frequently Stepan should include an advisory vote on the compensation of named executive officers in its proxy statement, Stepan will include such a vote every year until the next required vote on the frequency of stockholder votes on the compensation of named executive officers, unless Stepan’s Board of Directors otherwise determines that a different frequency for such advisory votes is in the best interests of stockholders.   Proposal 4: Ratification of the Appointment of Deloitte & Touche LLP as Stepan’s Independent Registered Public Accounting Firm for 2023   FOR AGAINST ABSTAIN 20,091,930 364,502 23,040     SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.       STEPAN COMPANY         Date: April 27, 2023 By: /s/ David G. Kabbes       David G. Kabbes Vice President, General Counsel and Secretary