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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 13, 2021
Westlake Chemical Corporation
(Exact name of registrant as specified in its charter)
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Delaware
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001-32260
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76-0346924
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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2801 Post Oak Boulevard,
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Suite 600
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Houston,
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Texas
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77056
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(Address of principal executive offices)
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(Zip Code)
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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:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.01 par value
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WLK
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The New York Stock Exchange
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1.625% Senior Notes due 2029
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WLK29
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The New York Stock Exchange
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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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At the annual meeting of stockholders of Westlake Chemical Corporation (the “Company”) held on May 13, 2021 (“2021 Annual Meeting”), the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to provide that, with certain exceptions, the federal district courts of the United States of America will be the exclusive forum for certain legal actions. The Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation with respect to this amendment was filed with the Secretary of State of the State of Delaware on May 14, 2021 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.
At the 2021 Annual Meeting, three matters were voted upon by the Company’s stockholders: (1) four members of the board of directors were elected; (2) as discussed above, the proposed amendment to the Company’s Amended and Restated Certificate of Incorporation 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, 2021 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
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Votes For
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Votes Withheld
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Broker Non-Votes
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James Y. Chao
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97,847,619
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23,172,655
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1,909,148
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John T. Chao
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96,427,313
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24,592,961
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1,909,148
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Mark A. McCollum
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101,913,091
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19,107,183
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1,909,148
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R. Bruce Northcutt
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101,251,020
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19,769,254
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1,909,148
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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Amendment to the Company’s Amended and Restated Certificate of Incorporation to provide that, with certain exceptions, the federal district courts of the United States of America will be the exclusive forum for certain legal actions.
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115,204,515
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5,776,656
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39,103
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1,909,148
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Votes For
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Votes Against
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Abstentions
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Ratification of the appointment of PricewaterhouseCoopers LLP
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121,982,701
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909,020
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37,701
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibit is furnished herewith:
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:
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May 17, 2021
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By:
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/S/ ALBERT CHAO
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Albert Chao
President and Chief Executive Officer
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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 following is hereby added as ARTICLE THIRTEENTH of the Amended and Restated Certificate of Incorporation of the Corporation:
"THIRTEENTH: Unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint arising under the Securities Act of 1933, as amended. Any person or entity owning, purchasing or otherwise acquiring any interest in any shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article THIRTEENTH. If any provision or provisions of this Article THIRTEENTH 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 THIRTEENTH (including, without limitation, each portion of any sentence of this Article THIRTEENTH 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."