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8-KThe WireRoutine

Bylaw Amendment · Shareholder Vote

Filed May 9, 2019 · 7y ago · Accession 0001144204-19-024968

Plain English

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

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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 May 8, 2019 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 No. 23-0993790 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) One Quaker Park 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)) 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. ¨ 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 INFORMATION TO BE INCLUDED IN THE REPORT Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The shareholders of Quaker Chemical Corporation (“Quaker”) adopted an amendment to Quaker’s Articles of Incorporation, as amended (“Articles”), to replace the plurality voting standard with a majority voting standard for uncontested director elections. This majority voting standard requires that a nominee receive a majority of the votes cast in an uncontested election to be elected or re-elected as director. The foregoing summary of such amendment to the Articles is qualified in its entirety by reference to the full text of the amendment, which is reflected in the copy of the Articles of Amendment filed with this Current Report on Form 8-K as Exhibit 3.1 and incorporated herein by reference. The Articles of Amendment became effective upon filing with the Secretary of State of the Commonwealth of Pennsylvania on May 9, 2019. Item 5.07 Submission of Matters to a Vote of Security Holders. On May 8, 2019, Quaker held its Annual Meeting of Shareholders (“2019 Annual Meeting”). As of March 4, 2019, the record date for the 2019 Annual Meeting, 13,332,871 shares of Quaker’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 2019 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 2022 annual meeting of shareholders and until their respective successors are duly elected and qualified. The results of the vote were as follows: Directors For Withhold Broker Non-Votes Mark A. Douglas 11,887,484 202,806 732,404 William H. Osborne 11,925,259 165,031 732,404 Fay West 11,842,048 248,242 732,404 Proposal No. 2 – Amendment to Quaker’s Articles of Incorporation, as amended, to implement a Majority Voting Standard for Uncontested Elections of Directors The shareholders approved an amendment to Quaker’s Articles, to implement a majority voting standard for uncontested elections of directors. The results of the vote were as follows: For Against Abstain Broker Non-Votes 12,058,758 18,888 12,644 732,404 Proposal No. 3 – Ratification of Appointment of Independent Registered Public Accounting Firm for Fiscal Year 2019 The shareholders voted to ratify the appointment of PricewaterhouseCoopers LLP as Quaker’s independent registered public accounting firm for the fiscal year 2019. The results of the vote were as follows: For Against Abstain 12,258,557 557,593 6,544 Item 9.01 Financial Statement and Exhibits. The following exhibits are included as part of this report: Exhibit No. 3.1 Articles of Amendment dated May 8, 2019 and filed May 9, 2019. 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 9, 2019 By: /s/ Robert T. Traub Robert T. Traub Vice President, General Counsel and Corporate Secretary
Filing details
Ticker
KWR
CIK
81362
Form type
8-K
Filing date
May 9, 2019
Report date
May 8, 2019
Document
tv521152_8k.htm
Size
40 KB