8-KThe WireRed Alert
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.
Read the source below for the full document.
Filing text
View original ↗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
- Company
- QUAKER CHEMICAL CORP
- 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