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
July 31, 2024
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
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| Pennsylvania | 23-0993790 |
(State or other jurisdiction of
incorporation) | (I.R.S. Employer
Identification No.) |
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:
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| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, $1 par value | | KWR | | New York Stock Exchange |
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 o
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. o
INFORMATION TO BE INCLUDED IN THE REPORT
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 31, 2024, the Board of Directors (the “Board”) of Quaker Chemical Corporation (the “Company”) increased the size of the Board from ten to twelve and elected Nandita Bakhshi and Lucrèce Foufopoulos-De Ridder, as additional members. Ms. Bakhshi will serve as a Class I director and Ms. Foufopoulos-De Ridder will serve as a Class II director. The terms of Class I directors expire in 2026 and the terms of Class II directors expire in 2027.
On July 31, 2024, Ms. Bakshi was appointed to serve on the Board’s Audit and Sustainability Committees and Ms. Foufopoulos-De Ridder was appointed to serve on the Board's Compensation and Human Resources and Sustainability Committees.
Meses. Bakhshi and Foufopoulos-De Ridder’s compensation will be consistent with the Company’s previously disclosed compensatory arrangements for non-employee directors, which are described in the Company’s Proxy Statement for the 2024 Annual Meeting filed with the Securities and Exchange Commission on March 28, 2024, file number 001-12019, under the heading “Director Compensation.” Such compensation consists of an annual cash retainer and a time-based equity award of restricted stock units, as determined for each Board year by the Board’s Governance Committee, as well as a cash fee related to specific Committee membership. Meses. Bakhshi and Foufopoulos-De Ridder's annual cash retainer will be prorated to reflect the commencement date of their service on the Board.
Item 7.01. Regulation FD Disclosure.
A copy of the press release announcing the appointment of Meses. Bakhshi and Foufopoulos-De Ridder to the Company’s Board 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 9.01. Financial Statements and Exhibits.
The following exhibits are included as part of this report:
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.
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| QUAKER CHEMICAL CORPORATION |
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| Date: July 31, 2024 | By: | /s/ Robert T. Traub |
| | Robert T. Traub |
| | Senior Vice President, General Counsel and Corporate Secretary |
