QUAKER CHEMICAL CORPORATION (NYSE:KWR) Files An 8-K Material Modification to Rights of Security Holders

QUAKER CHEMICAL CORPORATION (NYSE:KWR) Files An 8-K Material Modification to Rights of Security Holders
Item 3.03 Material Modification to Rights of Security Holders.

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On September 8, 2017, Quaker Chemical Corporation (the “Company”) filed Articles of Amendment with the Secretary of State of the Commonwealth of Pennsylvania, which amended the Company’s Articles of Incorporation to remove Article 5(b) from its Articles of Incorporation and renumber the subsequent subsections in Article 5 accordingly. Article 5(b) had provided that beneficial holders of Common Stock of the Company who had held shares of the Company’s Common Stock for at least 36 consecutive months prior to the record date of any vote in which the Common Stock voted, were entitled to 10 votes for each such share of Common stock, instead of one vote per share of Common Stock that would apply to all other shares of Common Stock. By removing this provision, the Company effectively provided that, following the amendment, all shares of Common Stock of the Company have one vote per share, regardless of how long any such share has been held. The Articles of Amendment are attached as Exhibit 3.1 to this Current Report on Form 8-K.

This amendment of the Articles of Incorporation was proposed and recommended by the Company’s Board of Directors and subsequently approved by the Company’s shareholders at its Special Meeting of Shareholders on September 7, 2017, as reported below under Item 3.03 of this Current Report on Form 8-K.

Item 3.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information included in Item 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 3.03 Submission of Matters to a Vote of Security Holders.

On September 7, 2017, the Company held a Special Meeting of Shareholders (the “Special Meeting”). As of June 15, 2017, the record date for the Special Meeting, the Company estimated that the holders of 579,424 shares of the Company’s common stock were entitled to cast ten votes for each share held and that the holders of 12,730,219 shares of the Company’s common stock were entitled to cast one vote for each share held. After taking into account the information received thereafter from shareholders asserting their ten for one voting rights, shareholders present in person or by proxy at the Special Meeting were entitled to cast an aggregate of 26,673,102 votes. Set forth below are the matters that the shareholders acted upon at the Special Meeting and the final voting results of each such proposal.

Proposal No. 1 – Amendment of Articles of Incorporation

The Company’s shareholders approved an amendment to the Articles of Incorporation that provides that each holder of Common Stock will be entitled to one vote for each share of Common Stock standing in its name on the books of the Company. The results of the vote were as follows:

For

Against

Abstain

BrokerNon-Votes

26,231,574 435,134 6,394

Proposal No. 2 – Issuance of Equity Securities

The Company’s shareholders approved the issuance of a number of shares of equity securities that will have 24.5% of the voting rights applicable to the Company’s outstanding voting securities immediately after the closing of the Combination (as defined in the proxy statement), and economic and other rights equivalent to the Company’s common stock as described in the proxy statement. The results of the vote were as follows:

For

Against

Abstain

BrokerNon-Votes

26,464,939 163,069 45,094

Proposal No. 3 – Potential Adjournment of the Special Meeting

The Company’s shareholders approved adjournment of the Special Meeting, if necessary to solicit additional proxies if there were not sufficient votes to approve proposals one and two. The results of the vote were as follows:

For

Against

Abstain

BrokerNon-Votes

25,769,618 856,460 47,024

In light of the results reported above for proposals one and two, however, the meeting was not adjourned to this proposal three.

Item 3.03 Financial Statement and Exhibits.

The following exhibits are included as part of this report:


QUAKER CHEMICAL CORP Exhibit
EX-3.1 2 v474941_ex3-1.htm EXHIBIT 3.1   Exhibit 3.1    ARTICLES OF AMENDMENT     1.The name of the corporation is Quaker Chemical Corporation.   2.The address of the registered office in the Commonwealth of Pennsylvania is: One Quaker Park,…
To view the full exhibit click here

About QUAKER CHEMICAL CORPORATION (NYSE:KWR)

Quaker Chemical Corporation is engaged in providing process fluids, chemical specialties and technical expertise to a range of industries, including steel, aluminum, automotive, mining, aerospace, tube and pipe, cans and others. The Company operates through four segments: North America, the Europe; Middle East and Africa (EMEA); Asia/Pacific, and South America. The Company develops, produces and markets a range of formulated chemical specialty products. The Company’s principal products and services include rolling lubricants, corrosion preventives, metal finishing compounds, machining and grinding compounds, forming compounds, bio-lubricants, hydraulic fluids, chemical milling maskants, temporary and permanent coatings, construction products, specialty greases, die casting lubricants and programs to provide chemical management services (CMS). The Company offers CMS for various heavy industrial and manufacturing applications.

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