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

Date of Report (date of earliest event reported): May 16, 2014

 

 

WESTLAKE CHEMICAL CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-32260   76-0346924

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

2801 Post Oak Boulevard, Suite 600

Houston, Texas

  77056
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (713) 960-9111

 

 

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:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the 2014 annual meeting of stockholders of Westlake Chemical Corporation (the “Company”) held on May 16, 2014 (the “2014 Annual Meeting”), the Company’s stockholders approved amendments to the Company’s Amended and Restated Certificate of Incorporation to (1) add a new Article Twelfth that provides that, with certain exceptions, the Court of Chancery of the State of Delaware will be the exclusive forum for certain legal actions and (2) increase the Company’s authorized shares of common stock, par value $0.01 per share, from 150,000,000 shares to 300,000,000 shares. The Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation with respect to these amendments was filed with the Secretary of State of the State of Delaware on May 16, 2014 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.

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

Five matters were voted upon by the Company’s stockholders at the 2014 Annual Meeting: (1) two members of the board of directors were elected; (2) the named executive officer compensation was approved on an advisory basis; (3) the proposed amendment to the Company’s Amended and Restated Certificate of Incorporation to provide that, with certain exceptions, the Court of Chancery of the State of Delaware will be the exclusive forum for certain legal actions was approved; (4) the proposed amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the Company’s authorized shares of common stock, par value $0.01 per share, from 150,000,000 shares to 300,000,000 shares was approved; and (5) the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014 was ratified. 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

   Votes For    Votes
Withheld 		   Broker
Non-Votes
Dorothy C. Jenkins    99,569,989    8,800,212    1,468,669
Max L. Lukens    107,909,218    460,983    1,468,669

 

Advisory Vote to Approve
Named Executive Officer
Compensation

   Votes For    Votes
Against 		   Abstentions    Broker
Non-Votes
   104,795,826    1,888,487    1,685,888    1,468,669

Proposed Amendment to the
Company’s Amended and
Restated Certificate of
Incorporation to provide that,
with certain exceptions, the
Court of Chancery of the State
of Delaware will be the
exclusive forum for certain
legal actions

   Votes For    Votes
Against 		   Abstentions    Broker
Non-Votes
   97,747,605    10,614,361    8,234    1,468,670

 

Proposed Amendment to the
Company’s Amended and Restated
Certificate of Incorporation to increase
the Company’s authorized shares of
common stock, par value $0.01 per
share, from 150,000,000 shares to
300,000,000 shares

   Votes For    Votes
Against 		   Broker
Non-Votes
   109,035,512    794,316    0

Ratification of the appointment of
PricewaterhouseCoopers LLP

   Votes For    Votes
Against 		   Abstentions
   109,694,188    137,403    7,278

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

The following exhibit is filed herewith:

 

3.1    Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation.

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.

 

WESTLAKE CHEMICAL CORPORATION
By:   /s/ Albert Chao
  Albert Chao
  President and Chief Executive Officer

Date: May 16, 2014

Exhibit 3.1

CERTIFICATE OF AMENDMENT

TO

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

WESTLAKE CHEMICAL CORPORATION

Westlake Chemical Corporation (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), hereby adopts this Certificate of Amendment, which amends the Amended and Restated Certificate of Incorporation of the Corporation, as described below, and does hereby further certify that:

1. The name of the Corporation is Westlake Chemical Corporation.

2. The Board of Directors of the Corporation duly adopted resolutions proposing and declaring advisable the amendments to the Certificate of Incorporation that this Certificate of Amendment to the Amended and Restated Certificate of Incorporation is effecting, and the Corporation’s stockholders have duly adopted those amendments, all in accordance with the provisions of Section 242 of the DGCL.

3. The first paragraph of ARTICLE FOURTH of the Amended and Restated Certificate of Incorporation of the Corporation is deleted in its entirety and substituted with:

“FOURTH: The aggregate number of shares of capital stock that the Corporation shall have authority to issue is 350,000,000 (Three Hundred Fifty Million), of which 300,000,000 (Three Hundred Million) shares are classified as common stock, par value $0.01 per share (“Common Stock”), and 50,000,000 (Fifty Million) shares are classified as preferred stock, par value $0.01 per share (“Preferred Stock”).”

4. The following is hereby added as ARTICLE TWELFTH of the Amended and Restated Articles of Incorporation of the Corporation:

“TWELFTH: Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, another state court located within the State of Delaware or, if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware) shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim against the Corporation, its directors, officers or employees arising pursuant to any provision of the General Corporation Law of the State of Delaware or the Corporation’s Certificate of Incorporation or bylaws, or (iv) any action asserting a claim against the Corporation, its directors, officers or employees governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring any

interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provision of this Article TWELFTH. If any provision or provisions of this Article TWELFTH shall be held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Article TWELFTH (including, without limitation, each portion of any sentence of this Article TWELFTH containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby.”

IN WITNESS WHEREOF , the undersigned has executed this Certificate on this 16th day of May, 2014.

 

WESTLAKE CHEMICAL CORPORATION
By:   /s/ Albert Chao
Name:   Albert Chao
Title:   President and Chief Executive Officer