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
May 9, 2018
Date of Report (Date of earliest event reported)
QUAKER CHEMICAL CORPORATION
(Exact name of Registrant as specified in its charter)
Commission File Number 001-12019
| PENNSYLVANIA | No. 23-0993790 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
One Quaker Park
901 E. Hector Street
Conshohocken, Pennsylvania 19428
(Address of principal executive offices)
(Zip Code)
(610) 832-4000
(Registrant’s telephone number, including area code)
Not Applicable
(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) |
| ¨ | 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)) |
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. ¨
INFORMATION TO BE INCLUDED IN THE REPORT
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 9, 2018, Quaker Chemical Corporation (“Quaker”) held its Annual Meeting of Shareholders. As of March 12, 2018, the record date for the 2018 Annual Meeting, 13,322,239 shares of Quaker’s common stock were outstanding, and the holders of those shares were entitled to cast one vote for each share held. Set forth below are the matters acted upon by the shareholders at the 2018 Annual Meeting and the final voting results of each such proposal.
Proposal No. 1 – Election of Directors
The shareholders elected three directors to serve a three-year term until the 2021 annual meeting of shareholders and until their respective successors are duly elected and qualified. The results of the vote were as follows:
|
Directors |
For | Withhold | Broker Non-Votes | |||
| Michael F. Barry | 11,758,414 | 173,141 | 812,237 | |||
| Donald R. Caldwell | 11,484,685 | 446,870 | 812,237 | |||
| Jeffry D. Frisby | 11,878,413 | 53,142 | 812,237 |
As a result of this election, Mr. Barry, who had been serving as a Class I director and had been nominated to fill a vacancy in Class II, will serve as a Class II director going forward and will cease to be a Class I director.
Proposal No. 2 – Ratification of Appointment of Independent Registered Public Accounting Firm for Fiscal Year 2018
The shareholders voted to ratify the appointment of PricewaterhouseCoopers LLP as Quaker’s independent registered public accounting firm for the fiscal year 2018. The results of the vote were as follows:
| For | Against | Abstain | ||
| 12,618,567 | 95,837 | 29,388 |
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.
| QUAKER CHEMICAL CORPORATION | |||
| Registrant | |||
| Date: May 9, 2018 | By: | /s/ Robert T. Traub | |
| Robert T. Traub | |||
Vice President, General Counsel and Corporate Secretary |
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