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Executive Change · Shareholder Vote

Filed May 14, 2020 · 6y ago · Accession 0001104659-20-061661

Plain English

Material event — a significant development the company must disclose promptly.

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Securities and Exchange Commission on March 31, 2020, file number 001-12019 (“ Proxy Statement ”), under the heading “Director Compensation.” Such compensation consists of an annual cash retainer and a time-based restricted stock award, as determined for each Board year by the Board’s Governance Committee, as well as an annual fee related to specific committee membership.   A copy of the press release announcing the appointment of Ms. Decker is attached as Exhibit 99.1 to this Current Report on Form 8-K. Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.   Item 5.07 Submission of Matters to a Vote of Security Holders.   On May 13, 2020, the Company held its Annual Meeting of Shareholders (“ 2020 Annual Meeting ”). As of March 4, 2020, the record date for the 2020 Annual Meeting, 17,732,818 shares of the Company’s common stock were outstanding, and the holders of those shares were entitled to cast one vote for each share held. Set forth below are the matters acted upon by the shareholders at the 2020 Annual Meeting and the final voting results of each such proposal.   Proposal No. 1 – Election of Directors   The shareholders elected three directors to serve a three-year term until the 2023 annual meeting of shareholders and until their respective successors are duly elected and qualified. The results of the vote were as follows:    Directors   For   Against   Abstain   Broker Non-Votes Donald R. Caldwell   13,452,764   2,594,136   11,358   603,437 Robert H. Rock   15,809,819   238,365   10,074   603,437 Ramaswami Seshasayee   15,999,774   39,881   18,603   603,437           Proposal No. 2 –Advisory Vote on Compensation of the Company’s Named Executive Officers   The Company’s shareholders approved, on an advisory, non-binding basis, the Company’s compensation of its named executive officers as described in the Compensation Discussion and Analysis section and the accompanying compensation tables and narrative disclosures contained in the Company’s Proxy Statement for the 2020 Annual Meeting. The results of the vote were as follows:   For   Against   Abstain   Broker Non-Votes 15,540,235   425,323   92,700   603,437   Proposal No. 3 – Ratification of Appointment of Independent Registered Public Accounting Firm for Fiscal Year 2020   The shareholders voted to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year 2020. The results of the vote were as follows:   For   Against   Abstain 16,337,725   320,744   3,226   Item 9.01 Financial Statements and Exhibits.   Set forth below is a list of the exhibits to this Current Report on Form 8-K :   Exhibit No.   Description 99.1   Press Release of Quaker Chemical Corporation, dated May 14, 2020 (furnished herewith). 104   Cover Page Interactive Data File (embedded within the Inline XBRL document).         SIGNATURE   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.     QUAKER CHEMICAL CORPORATION   Registrant     Date: May 14, 2020 By:   /s/ Robert T. Traub       Robert T. Traub     Senior Vice President, General Counsel and Corporate Secretary    - 3 -
Filing details
Ticker
KWR
CIK
81362
Form type
8-K
Filing date
May 14, 2020
Report date
May 13, 2020
Document
tm2019745d1_8k.htm
Size
231 KB