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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 26, 2022
____________________________________________
LYONDELLBASELL INDUSTRIES N.V.
(Exact Name of Registrant as Specified in Charter)
____________________________________________ | | | | | | | | |
| Netherlands | 001-34726 | 98-0646235 |
(State or Other Jurisdiction
of Incorporation) | (Commission
File Number) | (IRS Employer
Identification No.) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 1221 McKinney St., | | 4th Floor, One Vine Street | | | | |
| Suite 300 | | London | | Delftseplein 27E | |
| Houston, | Texas | | W1J0AH | | 3013AA | Rotterdam | |
| USA | 77010 | | United Kingdom | | Netherlands | |
(Addresses of principal executive offices)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (713) | 309-7200 | | +44 (0) | 207 | 220 2600 | | +31 (0) | 10 | 2755 500 | |
(Registrant’s telephone numbers, including area codes)
(Former Name or Former Address, if Changed Since Last Report)
_____________________________________
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) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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| ☐ | 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 Symbol | | Name of Each Exchange On Which Registered |
| Ordinary Shares, €0.04 Par Value | | LYB | | New York Stock Exchange |
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.
Option Price Adjustment
On May 26, 2022, as previously announced, the Board of Directors of the LyondellBasell Industries N.V. (the “Company”), declared a special dividend of $5.20 per share to all shareholders of record on June 6, 2022. The special dividend is payable on June 13, 2022.
The LyondellBasell Industries Long Term Incentive Plan (the “LTIP”) provides for adjustments to the terms of awards granted under the LTIP in certain circumstances, including the payment by the Company of dividends not in the ordinary course of business. Pursuant to the provisions of the LTIP, the Board of Directors approved the reduction of the exercise price of all outstanding stock options granted under the LTIP, including those held by our named executive officers, in an amount equal to the amount of the special dividend ($5.20 per share). The reduction of the exercise price is intended to provide an equitable adjustment to holders of stock options on the record date as a result of the Company’s payment of the special dividend.
No other terms of the Company’s employee stock options, including those held by named executive officers, have been changed. Any economic gain realized upon exercising the stock options is dependent on the market price of the Company’s shares when and if the stock options are ultimately exercised. Therefore, the Company cannot at this time determine the amounts to be realized by the named executive officers.
Equity Award Grant
On May 26, 2022, in recognition of his leadership while serving as interim Chief Executive Officer, the Company granted Mr. Ken Lane, the Company’s Executive Vice President, Global Olefins and Polyolefins, an award of restricted stock units with a value of $1,500,000, vesting in full on the second anniversary of the grant and otherwise containing customary provisions regarding vesting and forfeiture in the event employment terminates prior to that date. The Company also committed to make a $500,000 charitable contribution to the university or universities of Mr. Lane’s choice to help foster diversity, equity, and inclusion (“DEI”) education and support key DEI initiatives. Both the grant and commitment to make the charitable contribution are set forth in a recognition award letter (the “Recognition Award”).
The grant and charitable donation support the Company’s executive compensation philosophy of pay for performance and the grant was approved in accordance with the LTIP.
A copy of the Recognition Award is included in this Form 8-K as Exhibit 10.1 and incorporated herein by reference. The summary description of the Recognition Award in this report is qualified in its entirety by reference to Exhibit 10.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits | | | | | | | | |
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| Exhibit Number | | Description |
| | |
| 10.1 | | |
| | |
| 104 | | 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. |
| | | | |
| Date: | May 31, 2022 | | | By: | /s/ Jeffrey A. Kaplan | |
| | | | | Jeffrey A. Kaplan | |
| | | | | Executive Vice President | |
| | | | | and Chief Legal Officer | |
| | | | | | |
May 26, 2022
CONFIDENTIAL
Ken Lane
[●]
United States
Re: Recognition Award
Dear Ken,
In recognition of your leadership while serving as interim CEO, I am pleased to confirm that the Company will make a charitable contribution to a university of your choice and you will receive a special one-time equity award.
Charitable Contribution
At your direction, the Company will make a $500,000 charitable contribution to a university or universities of your choice for the purpose of fostering DEI education and supporting key initiatives in the DEI landscape. This contribution will be made on your behalf and must be made by December 31, 2023.
Equity Award
Effective as of May 26, 2022, you will be granted a Restricted Stock Unit Award (“RSU Award”) of approximately $1,500,000 equivalent under the LyondellBasell Industries Long-Term Incentive Plan (the “LTI Plan”), with 2-year cliff vesting period. The RSU Award is subject to the RSU Award Agreement and other LTI Plan documents. You can download the RSU Award Agreement, LTI Plan documents and accept your RSU Award by accessing the Shareworks by Morgan Stanley website at www.lyb.com/stock. Please contact Dennis Varghese with the Executive Services Team with any questions at [●] or by calling [●].
Congratulations Ken. You have been instrumental in continuing the success of LYB during this transition period. Your leadership has been invaluable to me as I prepared to join the company. I sincerely thank you for your contributions and I look forward to working with you to shape the future of LyondellBasell.
Sincerely,
Peter Vanacker
Chief Executive Officer
