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 11, 2023
(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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading |
Name of each exchange on which registered | ||
| Common Stock | WLK | The New York Stock Exchange | ||
| 1.625% Senior Notes due 2029 | WLK 29 | 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 5.02. | 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 Corporation (the “Company”) held on May 11, 2023 (the “2023 Annual Meeting”), the Company’s stockholders approved the amendment and restatement of the Company’s 2013 Omnibus Incentive Plan. 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 reference.
In addition, as previously reported, on April 3, 2023, the Board of Directors (the “Board”) of the Company approved the appointment of L. Benjamin Ederington as Executive Vice President, Performance and Essential Materials, General Counsel and Chief Administrative Officer, effective April 5, 2023. In connection with Mr. Ederington’s appointment, on May 11, 2023, the Compensation Committee of the Board approved for fiscal year 2023 an adjusted base salary of $700,000, an adjusted Annual Incentive Plan target bonus (percentage of base pay) of 80% and an adjusted long-term incentive target (percentage of base pay) of 235%.
On May 12, 2023, the Board approved a grant of restricted stock units (“RSUs”) under the Company’s amended and restated 2013 Omnibus Incentive Plan to certain named executive officers as shown below:
| Name |
Aggregate Grant Date Fair Value of RSUs | |
| M. Steven Bender | $1,500,000 (1) | |
| L. Benjamin Ederington | $2,500,000 (2) |
| (1) | Mr. Bender’s RSU awards will vest in full on the third anniversary of the date of grant. |
| (2) | Mr. Ederington’s RSU awards will vest in full on the fifth anniversary of the date of grant. |
The number of shares underlying the RSUs will be determined by dividing the aggregate value by the closing stock price on the date of grant.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
At the 2023 Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) to provide for exculpation of certain officers of the Company from personal liability under certain circumstances as allowed by Delaware law. The Certificate of Amendment was filed with the Secretary of State of the State of Delaware on May 11, 2023 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. |
Eight matters were voted upon by the Company’s stockholders at the 2023 Annual Meeting: (1) five members of the Board 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) the proposed amendment to the Company’s Amended and Restated Certificate of Incorporation was approved; (5) the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 was ratified; (6) the proposed amendment and restatement of the Company’s 2013 Omnibus Incentive Plan was approved; (7) the Stockholder proposal regarding the Company’s greenhouse gas emission reduction targets was not approved; and (8) the Stockholder proposal regarding the preparation of a report on reducing plastic pollution of the oceans was not 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 |
Votes For |
Votes Withheld |
Broker Non-Votes | |||
| Catherine T. Chao |
112,661,541 | 11,408,154 | 1,854,270 | |||
| Marius A. Haas |
121,644,097 | 2,425,598 | 1,854,270 | |||
| Kimberly S. Lubel |
121,765,460 | 2,304,235 | 1,854,270 | |||
| Jeffrey W. Sheets |
118,850,657 | 5,219,038 | 1,854,270 | |||
| Carolyn C. Sabat |
112,641,801 | 11,427,894 | 1,854,270 |
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||||
| Advisory vote to approve named executive officer compensation | 122,936,982 | 1,095,556 | 37,157 | 1,854,270 |
| 1 year |
2 years |
3 years |
Abstentions |
Broker Non-Votes | ||||||
| Advisory vote regarding the frequency of the advisory vote on named executive officer compensation | 26,315,001 | 44,695 | 97,695,881 | 14,118 | 1,854,270 |
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||||
| Amendment to the Company’s Amended and Restated Certificate of Incorporation to provide for exculpation of certain officers of the Company from personal liability under certain circumstances as allowed by Delaware law | 109,273,551 | 14,712,157 | 83,987 | 1,854,270 |
| Votes For |
Votes Against |
Abstentions | ||||
| Ratification of the appointment of PricewaterhouseCoopers LLP | 125,216,393 | 675,495 | 32,077 |
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||||
| Amendment and restatement of the 2013 Omnibus Incentive Plan | 122,964,709 | 1,063,551 | 41,435 | 1,854,270 |
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||||
| Stockholder proposal regarding the Company’s greenhouse gas emission reduction targets | 14,386,418 | 109,531,355 | 151,922 | 1,854,270 |
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||||
| Stockholder proposal regarding the preparation of a report on reducing plastic pollution of the oceans | 11,777,467 | 112,174,807 | 117,421 | 1,854,270 |
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 the Company has determined that the Company will hold the advisory vote on executive compensation every three years.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 3.1 | Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation. | |
| 10.1 | Westlake Corporation’s 2013 Omnibus Incentive Plan (as amended and restated effective as of May 11, 2023) (incorporated by reference to Appendix B of the Company’s Definitive Proxy Statement on Schedule 14A filed on March 31, 2023, File No. 001-32260). | |
| 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.
| WESTLAKE CORPORATION | ||||||
| Date: May 16, 2023 | By: | /s/ L. Benjamin Ederington | ||||
| L. Benjamin Ederington Executive Vice President, Performance and Essential Materials, General Counsel and Chief Administrative Officer | ||||||
Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
WESTLAKE CORPORATION
Westlake Corporation, a Delaware corporation (the “Corporation”), certifies as follows:
| 1. | Article SEVENTH of the Amended and Restated Certificate of Incorporation of the Corporation is hereby amended to read in its entirety as follows: |
SEVENTH: No director or officer of the Corporation shall be personally liable to the Corporation or any of its stockholders for monetary damages for breach of fiduciary duty as a director or officer of the Corporation, as applicable; provided, however, that this Article SEVENTH shall not eliminate or limit the liability of (a) a director or officer for any breach of such director’s or officer’s duty of loyalty to the Corporation or its stockholders, (b) a director or officer for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) a director under Section 174 of the DGCL, as the same exists or as such provision may hereafter be amended, supplemented or replaced, (d) a director or officer for any transactions from which such director or officer derived an improper personal benefit, or (e) an officer in any action by or in the right of the Corporation. If the DGCL is amended after the approval by the stockholders of this Article SEVENTH to authorize corporate action further eliminating or limiting the personal liability of directors or officers, then the liability of a director or officer of the Corporation, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by such law, as so amended. Any repeal or modification of this Article SEVENTH by the stockholders of the Corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director or officer of the Corporation existing at the time of such repeal or modification.
| 2. | The foregoing amendment to the Amended and Restated Certificate of Incorporation of the Corporation was duly adopted in accordance with the provisions of Section 242 of the Delaware General Corporation Law. |
[Signature page follows]
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its duly authorized officer on the date set forth below.
| Westlake Corporation | ||
| By: | /s/ L. Benjamin Ederington | |
| Name: | L. Benjamin Ederington | |
| Title: | Executive Vice President, Performance and Essential Materials, General Counsel and Chief Administrative Officer | |
Date: May 11, 2023