0001489393False00014893932021-08-272021-08-270001489393country:GB2021-08-272021-08-270001489393country:NL2021-08-272021-08-27
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 27, 2021
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LYONDELLBASELL INDUSTRIES N.V.
(Exact Name of Registrant as Specified in Charter)
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Netherlands
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001-34726
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98-0646235
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1221 McKinney St.,
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4th Floor, One Vine Street
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Suite 300
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London
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Delftseplein 27E
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Houston,
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Texas
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W1J0AH
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3013AA
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Rotterdam
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USA
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77010
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United Kingdom
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Netherlands
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(Addresses of principal executive offices)
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(713)
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309-7200
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+44 (0)
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207
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220 2600
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+31 (0)
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10
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2755 500
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(Registrant’s telephone numbers, including area codes)
(Former Name or Former Address, if Changed Since Last Report)
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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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Title of Each Class
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Trading Symbol
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Name of Each Exchange On Which Registered
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Ordinary Shares, €0.04 Par Value
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LYB
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company 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.
Cash Award Grant
On August 27, 2021, LyondellBasell Industries N.V. (the “Company”) granted to each of Messrs. Ken Lane, Torkel Rhenman, Jim Guilfoyle, Michael McMurray and Jeff Kaplan (each, individually, a “Recipient”), a cash award amount of $2,000,000 (Messrs. Lane, Rhenman, and Guilfoyle) and $1,500,000 (Messrs. McMurray and Kaplan) that vests on December 30, 2022.
These grants were recommended by the Compensation and Talent Development Committee to, and approved by, the Board of Directors of the Company and are intended to retain executives, in accordance with the Company’s executive compensation philosophy and the purposes of the LyondellBasell Industries Long Term Incentive Plan. The grants are made pursuant to a 2021 Cash Incentive Award Agreement (the “Award”).
Under the terms of the Award, in the event the Company terminates a Recipient’s employment without cause, the award will fully vest. In the event a Recipient voluntarily terminates employment prior to the vesting period, the award will be forfeited. In the event a Recipient’s service as an employee terminates during the retention period due to death or disability, the award will vest pro-rata based on the number of months worked.
The foregoing description of the Award is not complete and is qualified in its entirety by reference to the full text of the form of the Award, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit Number
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Description
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10.1
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104
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The cover page from this Current Report on Form 8-K, formatted in Inline XBRL
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
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LYONDELLBASELL INDUSTRIES N.V.
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Date:
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August 27, 2021
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By:
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/s/ Jeffrey A. Kaplan
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Jeffrey A. Kaplan
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Executive Vice President and Chief Legal Officer
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LYONDELLBASELL INDUSTRIES
2021 CASH AWARD AGREEMENT
By letter (the “Grant Letter”), effective as of the date specified in the Grant Letter (the “Grant Date”), LyondellBasell Industries N.V. (the “Company”), pursuant to the LyondellBasell Industries Long-Term Incentive Plan, as amended and restated effective May 28, 2021 (the “Plan”), has granted to the Participant a Cash Award (as defined in the Plan) in the amount specified in the Grant Letter. The Cash Award is subject to the following terms and conditions (the “Award Agreement”):
1.Relationship to Plan and Company Agreements.
This Cash Award is subject to all Plan terms, conditions, provisions and administrative interpretations, if any, adopted by the Committee. Except as defined in this Award Agreement, capitalized terms have the same meanings ascribed to them in the Plan. To the extent that this Award Agreement is intended to satisfy the Company’s obligations under any employment agreement between the Company and the Participant, the Participant agrees and acknowledges that this Award Agreement fulfills the Company’s obligations under the employment agreement, this Award Agreement shall be interpreted and construed to the fullest extent possible consistent with such employment agreement, and in the event of a conflict between the terms of such employment agreement and the terms of this Award Agreement, the terms of this Award Agreement shall control.
2.Vesting Schedule.
(a)The Cash Award shall fully vest on December 30, 2022 (the “Vesting Date”). Except as set forth in Section 2(b) and 2(c) below, the Participant must remain in continuous employment with a Participating Employer from the Grant Date through the Vesting Date to vest in the Cash Award.
(b)If the Participant has been in continuous employment since the Grant Date, the Cash Award shall become fully vested, irrespective of the limits in subparagraph (a), on the date of an involuntary termination of employment by the Company without Cause (and not as a result of death or Disability (as defined below)) that occurs prior to the Vesting Date.
(c)If the Participant has been in continuous employment since the Grant Date, a pro rata portion of the Cash Award shall vest on the date of a termination of employment due to death or Disability that occurs prior to the Vesting Date, which pro-rata portion shall be determined by multiplying the full amount of the Cash Award otherwise payable under this Award Agreement by a fraction, the numerator of which is the number of months (with any partial months being considered a full month) of the Participant’s employment during the period beginning on the Grant Date and ending on the Vesting Date and the denominator of which is the number of months in such period. Any remaining portion of the Cash Award shall be forfeited. As used in this Award Agreement, “Disability” means a permanent and total disability as defined in the Company’s long-term disability plan in which the Participant is eligible to participate.
3.Terms and Conditions.
The Cash Award shall be subject to the restrictions below. A Participant shall not be entitled to any payment under Section 4 until the Cash Award vests. The Cash Award may not be sold, transferred, assigned, pledged or otherwise encumbered or disposed of prior to the Cash Award vesting. The Cash Award shall be forfeited on the date the Participant’s employment terminates except as otherwise provided in Section 2 hereof.
4.Payment.
Subject to Section 9 hereof, the Participant shall become entitled to receive payment, less applicable taxes and withholdings, as soon as practicable following the date the Cash Award vests hereunder.
5.Withholding.
The Company shall withhold all taxes and other legally-required withholdings required to be withheld with respect to the Cash Award from the payment thereof.
6.Expatriate Participants.
Payments of Awards made to expatriate Participants will be, pursuant to the applicable expatriate assignment policy of the Participating Employer, tax normalized based on typical income taxes and social security taxes in the expatriate Participant’s home country relevant to the expatriate Participant’s domestic circumstances.
7.Successors and Assigns.
This Award Agreement shall bind and inure to the benefit of and be enforceable by the Participant, the Company and their respective permitted successors and assigns (including personal representatives, heirs and legatees), but the Participant may not assign any rights or obligations under this Award Agreement except to the extent and in the manner expressly permitted.
8.No Guaranteed Employment.
No provision of this Award Agreement shall confer any right to continued employment.
9.Section 409A.
It is intended that the provisions of this Award Agreement be exempt from Section 409A of the Code and the accompanying U.S. Treasury Regulations and pronouncements thereunder as a short-term deferral as described in Section 1.409A-1(b)(4) of the Treasury Regulations, and that the Award Agreement be operated in a manner consistent with such requirements to the extent applicable.
10.Company Clawback Policy.
If the Committee determines that the Participant has either engaged in, or benefitted from, Misconduct, the Participant shall reimburse to the Company all or a portion of any amounts received under this Award Agreement (or forfeit this Award to the extent it has not yet vested) as the Committee deems appropriate under the circumstances. Such notice shall be provided within the earlier to occur of one year after discovery of the alleged Misconduct or the second anniversary of the Participant’s date of termination. As used in this Award, “Misconduct” means any act or failure to act that (i) contributes to the Company having to restate all or a portion of its financial statements and materially increases the value of the compensation received by the Participant and/or (ii) caused or was intended to cause a violation of the policies of the Company or Affiliate.
11.Choice of Law.
This Award Agreement shall be governed by the laws of the State of Texas, without regard to conflict of laws principles.
12.Jurisdiction and Forum.
Any action arising out of this Award Agreement or the relationship between the parties established herein shall be brought only in the state or federal courts of the State of Texas, and Participant hereby consents to and submits to the exclusive jurisdiction of such courts.
13.Waiver.
The Company’s failure to enforce any provision(s) of this Award Agreement shall not in any way be construed as a waiver of any such provision(s), or prevent the Company thereafter from enforcing each and every other provision of this Award Agreement.
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LYONDELLBASELL INDUSTRIES N.V.
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Name
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Title
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