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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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
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
- Company
- QUAKER CHEMICAL CORP
- 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