Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 10, 2023, Quaker Chemical Corporation (the “Company”) held its Annual Meeting of Shareholders (the “2023 Annual Meeting”). As of March 1, 2023, the record date for the 2023 Annual Meeting, 17,959,665 shares of the Company’s common stock were outstanding, and the holders of those shares were entitled to cast one vote for each share held. Set forth below are the matters acted upon by the shareholders at the 2023 Annual Meeting and the final voting results of each such proposal.
Proposal No.1 – Election of Directors.
The shareholders elected three directors to serve a three-year term until the 2026 annual meeting of shareholders and until their respective successors are duly elected and qualified. The results of the vote were as follows:
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Directors | | For | | Against | | Abstain | | Broker Non-Votes |
Charlotte C. Decker | | 12,904,987 | | 3,939,238 | | 26,087 | | 380,670 |
Ramaswami Seshasayee | | 14,977,257 | | 1,866,138 | | 26,917 | | 380,670 |
Andrew E. Tometich | | 15,159,570 | | 1,690,557 | | 20,185 | | 380,670 |
Proposal No. 2 – Advisory Vote on Compensation of the Company’s Named Executive Officers
The Company’s shareholders approved, on a non-binding basis, the Company’s compensation of its named executive officers as described in the Compensation Discussion and Analysis section and the accompanying compensation tables and narrative disclosures contained in the Company’s Proxy Statement for the 2023 Annual Meeting (the “2023 Proxy Statement”). The results of the vote were as follows:
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For | | Against | | Abstain | | Broker Non-Votes |
16,304,939 | | 552,557 | | 12,816 | | 380,670 |
Proposal No. 3 – Advisory Vote on the Frequency of the Advisory Vote on Compensation of the Company’s Named Executive Officers
The Company’s shareholders indicated their preference, on a non-binding basis, that the advisory vote on executive compensation be held every year. The Board of Directors of the Company (the “Board”) had recommended that the advisory vote on executive compensation be held every three years. The results of the vote were as follows:
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1 Year | | 2 Years | | 3 Years | | Abstain | | Broker Non-Votes |
11,861,009 | | 60,357 | | 4,508,887 | | 440,059 | | 380,670 |
Based on these results and consistent with the majority of votes cast with respect to this matter, the Board has adopted a policy to hold an advisory vote on compensation of the Company’s named executive officers every year.
Proposal No. 4 – Approval of the 2023 Director Stock Ownership Plan
The shareholders voted to approve the 2023 Director Stock Ownership Plan (the “Plan”) as described in and as included as an appendix to the 2023 Proxy Statement. The results of the vote were as follows:
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For | | Against | | Abstain | | Broker Non-Votes |
16,791,991 | | 61,117 | | 17,204 | | 380,670 |
Proposal No. 5 – Ratification of Appointment of Independent Registered Public Accounting Firm for Fiscal Year 2023
The shareholders voted to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year 2023. The results of the vote were as follows:
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For | | Against | | Abstain |
17,076,547 | | 163,716 | | 10,719 |