8-KThe WireRed Alert
Executive Change
Filed Dec 11, 2024 · 1y ago · Accession 0001104659-24-127631
Plain English
Material event — a significant development the company must disclose promptly.
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Filing text
View original ↗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
December 5, 2024
Date of Report (Date of earliest event reported)
QUAKER CHEMICAL CORPORATION
(Exact name of registrant as specified in its
charter)
Commission File Number 001-12019
Pennsylvania
23-0993790
(State or other jurisdiction of
incorporation)
(I.R.S. Employer
Identification No.)
901 E. Hector Street
Conshohocken , Pennsylvania 19428
(Address of principal executive offices)
(Zip Code)
( 610 ) 832-4000
(Registrant’s telephone number, including
area code)
Not Applicable
(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
KWR
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. ¨
INFORMATION TO BE INCLUDED IN THE REPORT
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As
previously reported, Andrew E. Tometich has departed Quaker Chemical Corporation (the “Company”) and is no longer serving
as the Company’s Chief Executive Officer and President or as a member of the Board, effective November 18, 2024. Mr. Tometich’s
departure was not related to any disagreement between him and the Company.
On December 5, 2024, the Company
and Mr. Tometich entered into a Separation Agreement and General Release (the “Separation Agreement”) related to Mr. Tometich’s
involuntary termination. Subject to the terms and conditions of the Separation Agreement, Mr. Tometich will be entitled to receive the
severance payments and benefits as described in the Company’s Current Report on Form 8-K filed on November 20, 2024 and further
detailed in the Company’s proxy statement filed with the Securities and Exchange Commission on March 28, 2024, with the below modifications.
Under the Separation Agreement,
Mr. Tometich will also receive accelerated, prorated vesting of any outstanding Stock Options, Restricted Stock Units, Performance Stock
Units (“PSUs”) and Restricted Stock, in each case, as defined in the Quaker Chemical Corporation 2016 Long-Term Incentive
Plan (the “2016 Plan”). Achievement as to Performance Program Targets, as defined in the 2016 Plan, for the various performance-based
awards will be measured at the end of the respective performance periods and paid out if earned at that time. PSUs will continue to be
paid at the same time that they otherwise would have been paid.
The foregoing summary of the
Separation Agreement does not purport to be a complete description of all of the terms and conditions of the document and is qualified
in its entirety by reference to the full text of the document, which is filed as an exhibit to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
The
following exhibits are included as part of this Current Report on Form 8-K:
Exhibit No.
Description
10.1*
Separation Agreement and General Release by and between Quaker Chemical Corporation and Andrew E. Tometich, dated December 5, 2024
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Management
contract, compensatory plan or arrangement
2
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
Date: December 11, 2024
By:
/s/ Robert T. Traub
Robert T. Traub
Senior Vice President, General Counsel and Corporate Secretary
3
Filing details
- Company
- QUAKER CHEMICAL CORP
- Ticker
- KWR
- CIK
- 81362
- Form type
- 8-K
- Filing date
- Dec 11, 2024
- Report date
- Dec 5, 2024
- Document
- tm2430660d1_8k.htm
- Size
- 257 KB