WESTLAKE CHEMICAL CORPORATION (NYSE:WLK) 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.
At the annual meeting of stockholders of Westlake Chemical
Corporation (the Company) held on May19, 2017 (the 2017 Annual
Meeting), the Companys stockholders approved the amendment and
restatement of the Westlake Chemical Corporation 2013 Omnibus
Incentive Plan, which added an annual limit on compensation to
non-employee directors of $1,000,000, and re-approved the
material terms of the performance goals under the plan so that
certain awards that are allowed to be made under the plan will
continue to qualify as performance-based compensation deductible
under Section162(m) of the U.S. Internal Revenue Code. A copy of
the amended and restated plan is attached to this Current Report
on Form 8-K as Exhibit 10.1 and is incorporated herein by
Item5.03 Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.
At the 2017 Annual Meeting, the Companys stockholders approved an
amendment to the Companys Amended and Restated Certificate of
Incorporation to increase the maximum size of the Board from
eleven directors to fifteen directors. The Certificate of
Amendment to the Companys Amended and Restated Certificate of
Incorporation with respect to this amendment was filed with the
Secretary of State of the State of Delaware on May19, 2017 and
became effective upon filing. A copy of the Certificate of
Amendment is attached to this Current Report on Form 8-K as
Exhibit 3.1 and is incorporated herein by reference.
Item5.07. Submission of Matters to a Vote of Security
Six matters were voted upon by the Companys stockholders at the
2017 Annual Meeting: (1)two members of the board of directors
were elected; (2)the advisory vote to approve named executive
officer compensation was approved; (3)the advisory vote regarding
the frequency of the advisory vote on named executive officer
compensation was approved for every three years; (4)as discussed
above, the proposed amendment to the Companys Amended and
Restated Certificate of Incorporation was approved; (5)the
appointment of PricewaterhouseCoopers LLP as the Companys
independent registered public accounting firm for the fiscal year
ending December31, 2017 was ratified; and (6)as discussed above,
the proposed amendment and restatement of the Westlake Chemical
Corporation 2013 Omnibus Incentive Plan was approved. The
following tabulation sets forth the number of votes cast for,
against or withheld and the number of abstentions and broker
non-votes, as applicable.
Election of Directors
Dorothy C. Jenkins
Max L. Lukens
Advisory vote to approve named executive officer
Advisory vote regarding the frequency of the advisory vote
executive officer compensation
|1 year||2 years||3 years||Abstentions||BrokerNon-Votes|
Amendment to the Companys Amended and Restated Certificate
to increase the maximum size of the Board of Directors to
Ratification of the appointment of PricewaterhouseCoopers
Amendment and restatement of the 2013 Omnibus Incentive
limit on compensation to non-employee directors and to
goals under such Plan
In light of the results of the advisory vote on the frequency
with which to hold the advisory vote on executive compensation,
the Board of Directors of the Company has determined that the
Company will hold the advisory vote on executive compensation
every three years.
Item9.01. Financial Statements and Exhibits.
The following exhibits are filed herewith:
3.1 Certificate of Amendment to the Companys Amended and Restated
Certificate of Incorporation.
10.1 Westlake Chemical Corporation 2013 Omnibus Incentive Plan
(as amended and restated effective as of May19, 2017).
About WESTLAKE CHEMICAL CORPORATION (NYSE:WLK)
Westlake Chemical Corporation is a vertically integrated global manufacturer and marketer of basic chemicals, vinyls, polymers and building products. The Company’s products include a range of chemicals, which are fundamental to various diverse consumer and industrial markets, including flexible and rigid packaging, automotive products, coatings, residential and commercial construction, as well as other durable and non-durable goods. The Company operates in two segments: Olefins and Vinyls. The Olefins segment manufactures a range of petrochemical products. The Vinyls segment primarily offers PVC, vinyl chloride monomer (VCM), ethylene dichloride (EDC), chlorine, caustic soda and, through Westlake Chemical OpCo LP, ethylene. The Company is also an integrated producer of vinyls with substantial downstream integration into polyvinyl chloride (PVC) building products. The Company owns approximately 10 building product facilities. WESTLAKE CHEMICAL CORPORATION (NYSE:WLK) Recent Trading Information
WESTLAKE CHEMICAL CORPORATION (NYSE:WLK) closed its last trading session up +1.35 at 62.88 with 687,838 shares trading hands.