Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. As discussed under Item 5.07 below, at the annual general meeting of shareholders of LyondellBasell Industries N.V. (the "Company") held on May 28, 2021 (the "Annual Meeting"), the Company's shareholders approved the amendment and restatement of the LyondellBasell Industries Long Term Incentive Plan (as amended and restated, the "Plan"). The amendments (i) authorize an additional 8,000,000 ordinary shares for issuance under the Plan; (ii) increase transparency regarding (a) the treatment of performance awards in the event of a Change in Control (as defined under the Plan) and (b) share usage and recycling in connection with stock appreciation rights and stock options; and (iii) eliminate certain outdated references to U.S. Internal Revenue Code Section 162(m), while retaining existing annual limits on the size of equity-based awards that may be granted to any employee in any single calendar year. A description of the Plan, including the amendments, is set forth in the Company's definitive proxy statement for the Annual Meeting, filed with the U.S. Securities and Exchange Commission on April 12, 2021 (the "Proxy Statement"). The foregoing description and summary of the Plan contained in the Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the full text of the Plan, attached hereto as Exhibit 10.1. The summary and full text of the Plan are each incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders. At the Annual Meeting, shareholders representing 303,812,068 shares of the Company, or approximately 90.9% of shares entitled to vote at the Annual Meeting, were present in person or by proxy. The Company's shareholders voted on and approved each of the matters set forth below. Proposal 1

The election of 12 director nominees to serve as members of the board of directors of the Company until the annual general meeting of shareholders in 2022 was approved based on the following votes:


                                FOR            AGAINST        WITHHOLD        BROKER NON-VOTES
Jacques Aigrain             285,331,104       5,034,601       2,599,891          10,846,472
Lincoln Benet               286,724,949       6,166,230        74,417            10,846,472
Jagjeet (Jeet) Bindra       291,106,553       1,786,198        72,845            10,846,472
Robin Buchanan              283,229,727       7,139,502       2,596,367          10,846,472
Anthony (Tony) Chase        290,877,479       1,970,326        117,791           10,846,472
Stephen Cooper              291,984,224        902,563         78,809            10,846,472
Nance Dicciani              249,311,412       43,550,336       103,848           10,846,472
Robert (Bob) Dudley         292,526,778        352,924         85,894            10,846,472
Claire Farley               285,798,746       7,095,866        70,984            10,846,472
Michael Hanley              292,095,455        795,468         74,673            10,846,472
Albert Manifold             292,529,941        360,321         75,334            10,846,472
Bhavesh (Bob) Patel         291,873,366       1,013,831        78,399            10,846,472


Proposal 2
The discharge of directors from liability was approved based on the following
votes:
     FOR             AGAINST         ABSTAIN        BROKER NON-VOTES
 291,608,427         536,895         820,274           10,846,472

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Proposal 3 The adoption of the Company's Dutch statutory annual accounts for the year ended December 31, 2020 was approved based on the following votes:


     FOR            AGAINST        ABSTAIN
 302,773,383        319,147        719,538

Proposal 4 The appointment of PricewaterhouseCoopers N.V. as the auditor of the Company's Dutch statutory annual accounts for the year ending December 31, 2021 was approved based on the following votes:


     FOR            AGAINST        ABSTAIN
 301,815,221       1,914,593       82,254

Proposal 5 The ratification of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the year ending December 31, 2021 was approved based on the following votes:


     FOR            AGAINST        ABSTAIN
 301,827,813       1,915,378       68,877

Proposal 6 An advisory resolution approving the compensation of the Company's Named Executive Officers was approved based on the following votes:


     FOR             AGAINST         ABSTAIN        BROKER NON-VOTES
 283,513,644        9,098,772        353,180           10,846,472


Proposal 7

The authorization of the Board to repurchase up to 10% of the Company's issued share capital, at prices ranging from the nominal value of the shares up to 110% of the market price for the shares, until November 28, 2022 was approved based on the following votes:


     FOR            AGAINST        ABSTAIN
 301,639,185       1,607,969       564,914


Proposal 8

The cancellation of all or a portion of shares held in or repurchased into the Company's treasury account was approved based on the following votes:


     FOR            AGAINST        ABSTAIN
 302,382,563       1,270,541       158,964

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Proposal 9



The amendment and restatement of the Plan was approved based on the following
votes:
     FOR             AGAINST          ABSTAIN        BROKER NON-VOTES
 257,925,610        34,880,929        159,057           10,846,472


Proposal 10

The amendment and restatement of the LyondellBasell Industries N.V. Employee Stock Purchase Plan was approved based on the following votes:


     FOR             AGAINST         ABSTAIN        BROKER NON-VOTES
 292,530,166         320,878         114,552           10,846,472

Item 8.01. Other Events. As discussed under Item 5.07 above, at the Annual Meeting, the Company's shareholders approved a new share repurchase program authorizing the Company to repurchase up to 10% of the Company's issued share capital as of the date of the Annual Meeting, or 34,004,563 shares, until November 28, 2022. The repurchases may be executed from time to time through open market or privately negotiated transactions, and the amount and timing of any future share repurchases will depend on, and be subject to, market conditions, general economic conditions, applicable legal requirements and other corporate considerations. The share repurchase program may be suspended or discontinued at any time and does not obligate the Company to acquire any particular number of shares.

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits
Exhibits Number      Description
10.1                   LyondellBasell Industries Long Term Incentive Plan  .

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