LYONDELLBASELL INDUSTRIES N.V. (NYSE:LYB) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

Compensatory Arrangements

On February16, 2017, the Supervisory Board (the Board) of
LyondellBasell Industries N.V. (the Company), acting upon the
recommendation of the Compensation Committee, approved changes to
the compensation programs for the executive officers named in the
Companys proxy statement (the NEOs) and certain other executive
officers.

Changes to Short-Term Incentive Awards for 2017

The Companys Short-Term Incentive (STI) awards provide executive
officers the opportunity to earn an annual cash bonus based on
Company and individual performance. The changes to the STI awards
for 2017 simplify the determination of how much of the target
award the executive officers may earn.

As described in the Compensation Discussion and Analysis section
of the Companys 2016 proxy statement, executives STI awards were
previously determined based on Company performance and the
performance of award units that represent the business unit(s) or
function(s) for which the executive officers are responsible.
Executive officers could earn from 0 to 200% of their target
awards based on the Companys and award unit(s) performance. The
awards also had an individual performance component in the form
of a personal modifier. The modifier ranges from 0 to 1.5 and is
multiplied against the earned percentage, resulting in a total
payout ranging from 0 to 300% of target.

Beginning with the 2017 STI awards, the earned percentage of the
target award for the NEOs and other executive officers will be
determined solely on Company performance and the individual
modifier. Award unit performance will no longer be used in the
determination of the executive officers awards.

Under the new awards, Company performance will be based on the
same measures as in prior years. However, the weighting of those
measures will now be as follows: Business results (weighted 60%);
Costs (weighted 20%); and HSE performance (weighted 20%). As in
prior years, payouts for each of these measures can range from 0
to 200% and will be based on the Compensation Committees
determination of the Company performance under each measure. The
individual performance component is unchanged.

Changes to Long-Term Incentive Awards

The components of the Companys Long-Term Incentive (LTI) awards
for 2017 are unchanged from prior years and continue to consist
of restricted stock units (RSUs) representing 25% of the total
grant value; performance share units (PSUs) representing 50% of
the total grant value; and non-qualified stock-options
representing 25% of the total grant value.

Beginning in 2017, the performance measure for the PSUs, which
are earned over a three-year performance period, will be total
shareholder return (TSR) relative to the SP 500 Chemicals Index.
The PSU payouts will increase or decrease from the target award
based on the Companys relative TSR performance in the index group
over the three-year period. Depending on the Companys relative
performance, the payout can range from 0 to 200% of the target.

Amendment of Long-Term Incentive Plan (LTIP) and Form of LTI
Award Agreements

Effective as of February16, 2017, the 2010 Long-Term Incentive
Plan was amended and restated and renamed the 2017 Long-Term
Incentive Plan. The LTIP allows for grants of share and
cash-based awards to employees and directors of the Company.
Share-based awards that may be granted under the LTIP include
stock options, stock appreciation rights, restricted stock,
restricted stock units, performance share units and shares of
stock. The LTIP provides that all grants under the LTIP will be
on the terms and conditions as determined by the Compensation
Committee and included in award agreements approved by the
Compensation Committee.

The amendments to the LTIP include the deletion of outdated and
obsolete provisions relating to grants made in connection with
the Companys emergence from bankruptcy proceedings in April 2010
and clarification that tax withholdings by the Company upon
exercise or vesting of awards are no longer restricted to minimum
statutory withholding amounts. No changes to the persons eligible
to receive awards, the types of awards, the number of awards, the
method for determining the exercise prices for options, the
expiration date of the LTIP or any other changes that could be
deemed to be material revisions were made. As such, shareholder
approval was not required.

Certain ministerial changes to the form of award agreements for
the LTI awards also were approved. The changes include amending
the award agreements to provide that the Company will
automatically withhold shares in settlement of withholding tax
requirements upon vesting unless it not able to do so, in which
case no shares will be delivered unless such tax obligations have
been paid by the participant.

Supervisory Director Terms

Information about Supervisory Directors terms is included below
under Item 8.01 and incorporated by reference into this Item
5.02.

On February16, 2017, the Board approved, upon the recommendation
of the Nominating Governance Committee, certain revisions to the
Companys Corporate Governance Guidelines and the Rules of the
Supervisory Board. The changes to these documents are a result of
the Supervisory Boards decision that, beginning with the 2017
annual meeting of shareholders, all members of the Supervisory
Board will be elected annually. Members of the Supervisory Board
have previously been elected in classes, with each class of
directors elected for a term of three years.

The amendments to the Corporate Governance Guidelines and the
Rules of the Supervisory Board specify that beginning with the
annual meeting in 2017, all directors will be elected for a term
of one year.

Additionally, the Rules of the Supervisory Board were amended to
state that the size of the Supervisory Board will be no less than
three and no more than twelve members. The Rules had previously
provided for a maximum size of eleven directors.

In connection with the decision to declassify the Supervisory
Board beginning with the 2017 annual meeting of shareholders,
certain members of our Supervisory Board have agreed to
relinquish the remaining length of their three-year terms at the
annual meeting scheduled for May 2017.

Robin Buchanan, Steve Cooper, Bob Gwin and Bella Goren are all
currently ClassII directors and were elected by shareholders at
the annual meeting in 2015 for a term of three years, expiring at
the 2018 annual meeting. Jacques Aigrain, Bruce Smith, Nance
Dicciani and Lincoln Benet are all Class III directors that were
elected by shareholders in 2016 to serve until 2019. Because of
the Supervisory Boards decision to elect all directors for a term
of one year, these ClassII and Class III directors agreed that
they will forego the remaining time left in their terms as of the
2017 annual meeting when they will be nominated for election for
a term of one year.

The Companys Corporate Governance Guidelines and the Rules of the
Supervisory Board can be found on the Companys website at
www.lyb.com.

(d) Exhibits

About LYONDELLBASELL INDUSTRIES N.V. (NYSE:LYB)

LyondellBasell Industries N.V. is a global chemical company. The Company’s segments include Olefins and Polyolefins-Americas (O&P-Americas), Olefins and Polyolefins-Europe, Asia, International (O&P-EAI), Intermediates and Derivatives (I&D), Refining, and Technology. Its O&P-Americas segment produces and markets olefins, including ethylene and ethylene co-products, and polyolefins. Its O&P-EAI segment produces and markets olefins, including ethylene and ethylene co-products, polyolefins and specialty products, including polybutene-1 and polypropylene compounds. Its I&D segment produces and markets propylene oxide and its co-products and derivatives, acetyls, including methanol, and ethylene oxide and its derivatives. Its Refining segment refines high-sulfur crude oil and other crude oils, including gasoline and distillates. Its Technology segment develops and licenses chemical, polyolefin and other process technologies, and also develops, manufactures and sells polyolefin catalysts.

LYONDELLBASELL INDUSTRIES N.V. (NYSE:LYB) Recent Trading Information

LYONDELLBASELL INDUSTRIES N.V. (NYSE:LYB) closed its last trading session down -0.88 at 93.13 with 2,244,402 shares trading hands.