Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Effective on May 13, 2020, the Board of Directors (the "Board") of Quaker
Chemical Corporation (the "Company") temporarily increased the size of the Board
from eleven to twelve and elected Charlotte C. Decker to serve as a Class II
director of the Company and as a member of the Board's Audit Committee.
Ms. Decker has been Chief Information Technology Officer of UAW Retiree Medical
Benefits Trust, a non-governmental purchaser of retiree health care ("UAW"),
since December 2014. Previously she was an IT Management Consultant at Data
Consulting Group from August 2014 to December 2015. She was also Vice-President
and Chief Technology Officer of Auto Club Group from September 2008 to June
2014. Since January 2017, Ms. Decker has served as a director of the Federal
Home Loan Bank of Indianapolis ("FHLBI"), one of eleven regional banks that make
up the Federal Home Loan Bank System. She currently is the Chair of FHLBI's
Technology Committee and is a member of its Risk and Oversight Committee and
Human Resource Committee.
Ms. Decker's compensation will be consistent with the Company's previously
disclosed compensatory arrangements for non-employee directors, which are
described in the Company's most recent proxy statement filed with the 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).
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