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 15, 2020
Westlake Chemical Corporation
(Exact name of registrant as specified in its charter)
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Delaware |
001-32260 |
76-0346924 |
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
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2801 Post Oak Boulevard, Suite 600 Houston, Texas |
77056 |
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(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)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Common Stock 1.625% Senior Notes due 2029 |
WLK WLK 29 |
The New York Stock Exchange The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
At the annual meeting of stockholders of Westlake Chemical Corporation (the “Company”) held on May 15, 2020, three matters were voted upon by the Company’s stockholders: (1) four members of the board of directors were elected; (2) the advisory vote to approve named executive officer compensation was approved; and (3) the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020 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.
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Election of Directors |
Votes For |
Votes Withheld |
Broker Non-Votes |
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Marius A. Haas |
96,639,797 |
25,700,768 |
2,048,270 |
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Dorothy C. Jenkins |
103,438,617 |
18,901,948 |
2,048,270 |
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Kimberly S. Lubel |
122,175,974 |
164,591 |
2,048,270 |
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Jeffrey W. Sheets |
121,672,870 |
667,695 |
2,048,270 |
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Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
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Advisory vote to approve named executive officer compensation |
118,253,895 |
4,048,036 |
38,634 |
2,048,270 |
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Votes For |
Votes Against |
Abstentions |
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Ratification of the appointment of PricewaterhouseCoopers LLP |
123,433,598 |
953,037 |
2,200 |
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| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
The following exhibit is furnished herewith:
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99.1 |
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104 |
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
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.
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WESTLAKE CHEMICAL CORPORATION |
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Date: May 18, 2020 |
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By: |
/s/Albert Chao |
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Albert Chao President and Chief Executive Officer |
Exhibit 99.1
Kimberly Lubel Elected to Westlake Chemical Corporation Board of Directors
HOUSTON, May 15, 2020 – Westlake Chemical Corporation (NYSE: WLK) today announced that Ms. Kimberly S. Lubel has been elected to serve on the company’s board of directors as a new member. Ms. Lubel was elected to serve a three-year term at the company’s Annual Meeting of Stockholders, held today. Ms. Lubel is the former chairman, president and chief executive officer of CST Brands, Inc., and a former senior executive of Valero Energy Corporation.
Additionally, the corporation announced that Mr. Max L. Lukens, who has served on the board for 16 years, has retired effective today. As previously disclosed, Mr. Lukens had decided not to stand for re-election and to retire upon the completion of his term at today’s Annual Meeting. In March 2020, Mr. Lukens also retired from the board of directors of Westlake Chemical Partners GP LLC, the general partner of the affiliated master limited partnership, Westlake Chemical Partners LP, when Mr. G. Stephen Finley was appointed as his replacement.
“We are extremely grateful to Max for his exemplary leadership on both boards. He has served as a director of Westlake Chemical Corporation since we took the corporation public in 2004, and has served on the board of Westlake Chemical Partners GP LLC since it was formed in 2014,” stated James Chao, chairman of the boards of Westlake Chemical Corporation and Westlake Chemical Partners GP LLC. “We are pleased to welcome Kim to the Westlake Chemical Corporation board. We know that her diverse executive and board experience in the energy and retail industries will add considerable value to the corporation.”
Ms. Lubel served as the chairman, president, and chief executive officer of CST Brands, Inc. from its spin-off from Valero Energy Corporation in 2013 until CST’s acquisition by Alimentation Couche-Tard Inc. in June 2017. From October 2008 through December 2012, Ms. Lubel served as Valero’s executive vice president and general counsel, with responsibility over Valero’s legal, ad valorem tax, health, safety and environmental, energy and gases, reliability, and project execution departments. Ms. Lubel joined Valero in 1997. Ms. Lubel has served on the board of directors of WPX Energy, Inc. since December 2011 and PBF Energy Inc. since August 2017. Ms. Lubel holds a bachelor of arts degree in Spanish and international studies from Miami University (Ohio), a master of arts degree in international relations from Baylor University, and a juris doctor degree from the University of Texas School of Law. She is also a graduate of the Executive Program at Stanford University.
About Westlake
Westlake is a global manufacturer and supplier of materials and innovative products that enhance life every day. Headquartered in Houston, we provide the building blocks for vital solutions — from packaging and healthcare products to automotive and consumer goods to building and construction products. For more information, visit the company’s web site at www.westlake.com.
Contacts:
Media Relations, Ben Ederington, 713-585-2900
or
Investor Relations, Steve Bender, 713-585-2900