Item 5.03Amendments to articles of incorporation or bylaws; change in fiscal year

As discussed below, at the 2021 Annual Meeting of Stockholders (the "Annual Meeting") of Univar Solutions Inc. (the "Company"), held on May 6, 2021, the Company's stockholders approved an amendment to the Company's Amended and Restated Certificate of Incorporation (the "Amendment") to eliminate the 75% supermajority voting requirements contained in Articles FIFTH, TENTH and ELEVENTH of the Company's Amended and Restated Certificate of Incorporation, and to replace all supermajority voting requirements with a majority of the outstanding voting shares standard. Following the Annual Meeting, the Company filed the Amendment with the Secretary of State of the State of Delaware on May 6, 2021.

In addition, on May 6, 2021, in connection with the Amendment, the board of directors of the Company also amended and restated the Company's Third Amended and Restated Bylaws (as amended and restated, the "Amended and Restated Bylaws"), effective immediately to (i) eliminate the 75% supermajority voting requirements contained in Article IX and to replace it with a majority of the outstanding voting shares standard, (ii) remove references to the Fourth Amended and Restated Stockholders' Agreement, dated June 17, 2015, among the Company and the other parties named therein, (iii) use gender-neutral pronouns and change "Chairman" to "Chair" throughout, and (iv) make certain other clarifying and conforming changes.

The foregoing description of the Amendment and the Bylaws Amendment is not complete and is qualified in its entirety by reference to the complete text of the Amendment and a marked copy of the complete text of the Amended and Restated Bylaws, which are attached hereto as Exhibits 3.1 and 3.2 respectively, and are incorporated herein by reference.

Item 5.07Submission of Matters to a Vote of Security Holders

At the Annual Meeting, held on May 6, 2021, the Company's stockholders (i) elected ten directors, each to serve as directors and hold office until the 2022 Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified, (ii) approved, on a non-binding advisory basis, the compensation of the Company's named executive officers described in the Company's definitive proxy statement for the Annual Meeting, which was filed with the Securities and Exchange Commission on March 24, 2021 (as amended, the "Proxy Statement"), (iii) ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2021, and (iv) approved an amendment to the Company's Amended and Restated Certificate of Incorporation to eliminate all of its supermajority voting requirements. Each of these proposals is described in more detail in the Proxy Statement.

The matters voted upon at the Annual Meeting and the results of the votes are as follows:

1. Proposal 1: Election of Directors, Each to Serve for a Term of One Year






                              For      Withhold  Broker Non-Votes
Ms. Joan Braca            146,315,163 8,279,093     2,816,797

Mr. Mark J. Byrne 146,853,369 7,740,887 2,816,797 Mr. Daniel P. Doheny 147,503,844 7,090,412 2,816,797 Mr. Richard P. Fox 140,454,332 14,139,924 2,816,797 Ms. Rhonda Germany 146,031,327 8,562,929 2,816,797 Mr. David C. Jukes 148,319,435 6,274,821 2,816,797 Mr. Stephen D. Newlin 148,262,253 6,332,003 2,816,797 Mr. Christopher D. Pappas 146,314,463 8,279,793 2,816,797 Mr. Kerry J. Preete 147,137,230 7,457,026 2,816,797 Mr. Robert L. Wood 145,503,388 9,090,868 2,816,797

2. Proposal 2: Vote, on a Non-Binding Advisory Basis to Approve the Compensation


   of the Company's Named Executive Officers




    For      Against   Abstain Broker Non-Votes
143,393,270 10,937,628 263,358    2,816,797

3. Proposal 3: Ratification of Ernst & Young LLP as the Company's Independent


   Registered Public Accounting Firm for 2021




    For      Against  Abstain
150,615,124 6,444,233 351,696

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4. Proposal 4: Approval of an Amendment to the Company's Amended and Restated


   Certificate of Incorporation to Eliminate All of its Supermajority Voting
   Requirements




    For      Against  Abstain Broker Non-Votes
148,306,172 5,936,017 352,067    2,816,797

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Item 9.01Financial Statements and Exhibits



(d) Exhibits



Exhibit Number Description



3.1              Amendment to Certificate of Incorporation of the Company

3.2              Fourth Amended and Restated Bylaws of the Company, marked to show
               amendments effective May 6, 2021

104            Cover page Interactive Data File (embedded within the Inline XBRL
               document)

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